Common use of Borrowing Procedures Clause in Contracts

Borrowing Procedures. Each Borrowing of Swing Line Loans shall be made upon the Borrower Representative’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (x) telephone or (y) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, (ii) the requested borrowing date, which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line Loan. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the applicable Borrower.

Borrowing Procedures. Each Borrowing of Swing Line Swingline Loans shall be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by (xA) telephone a Swingline Loan Notice or (yB) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Noticetelephone. Each such Swing Line Loan Notice notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000100,000 and integral multiples of $100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and (iii) the Domestic Borrower that will receive the proceeds Administrative Agent of such Swing Line Loana Swingline Loan Notice. Promptly after receipt by the Swing Line Swingline Lender of any Swing Line Swingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Swingline Loans (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one (1) or more of the applicable conditions specified in Article V is not then satisfiedsatisfied (or waived in accordance with Section 11.01), then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the applicable BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available funds.

Borrowing Procedures. (i) Each Swingline Borrowing of Swing Line Loans shall be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by by: (xA) telephone or (yB) a Swing Line Swingline Loan Notice; provided that any telephonic notice must be confirmed promptly immediately by delivery to the Swing Line Swingline Lender and the Administrative Agent of a Swing Line Swingline Loan Notice. Each such Swing Line Swingline Loan Notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, date of the Borrowing (which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line LoanDay). Promptly after receipt by the Swing Line Swingline Lender of any Swing Line Swingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Swingline Borrowing of Swing Line Loans (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the applicable BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in Same Day Funds.

Borrowing Procedures. Each Swingline Borrowing of Swing Line Loans shall be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by (x) telephone or (y) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly Agent by delivery to the Swing Line Swingline Lender and the Administrative Agent of a Swing Line written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each such Swing Line Loan Notice notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 2:00 p.m. (New York time) on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line LoanDay. Promptly after receipt by the Swing Line Swingline Lender of any Swing Line Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 3:00 p.m. (New York time) on the date of the proposed Swingline Borrowing of Swing Line Loans (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a)this Article II, or (B) that one or more of the applicable conditions specified in Article V Section 5.02 (if on the Funding Date) and Section 5.03 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 4:00 p.m. (New York time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Swingline Loan available to the applicable BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available funds.

Borrowing Procedures. Each Borrowing of Swing Line Loans Borrowing shall be made only upon the Borrower RepresentativeCompany’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (xA) telephone or (yB) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such Swing Line Loan Notice notice must be received by the Swing Line Lender and the Administrative Agent not later than (i) for Base Rate Loans, 1:00 p.m. on the requested borrowing date, or (ii) for Daily Floating LIBOR Rate Loans, 12:00 noon one Business Day prior to the requested borrowing date, and shall specify (ix) the amount to be borrowed, which shall be a minimum principal amount of $100,000, (iiy) the requested borrowing date, which shall be a Business Day Day, and (iiiz) the Domestic Borrower that will receive the proceeds Type of such Swing Line Loan. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.05(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender willmay, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its applicable Swing Line Loan available to the applicable BorrowerCompany at its office by (1) crediting the account of the Company on the books of the Swing Line Lender in Same Day Funds or (2) wire transfer of such funds in accordance with instructions provided to (and reasonably acceptable to) the Swing Line Lender by the Company.

Borrowing Procedures. Each Borrowing of Swing Line Swingline Loans shall be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by (xA) telephone or (yB) by a Swing Line Swingline Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Swingline Lender and the Administrative Agent of a Swing Line Swingline Loan Notice. Each such Swing Line Swingline Loan Notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line LoanDay. Promptly after receipt by the Swing Line Swingline Lender of any Swing Line Swingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Swingline Loans (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the applicable Borrower.

Borrowing Procedures. Each Swingline Borrowing of Swing Line Loans shall be made upon the Borrower Representativeapplicable Borrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by by: (xA) telephone or (yB) a Swing Line Swingline Loan Notice; provided that any telephonic notice must be confirmed promptly immediately by delivery to the Swing Line Swingline Lender and the Administrative Agent of a Swing Line Swingline Loan Notice. Each such Swing Line Swingline Loan Notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, date (which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line LoanDay). Promptly after receipt by the Swing Line Swingline Lender of any Swing Line Swingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swingline Borrowing of Swing Line Loans (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the applicable BorrowerBorrower at its office by crediting the account of the applicable Borrower on the books of the Swingline Lender in immediately available funds.

Borrowing Procedures. (i) Each Swingline Borrowing of Swing Line Loans shall be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by by: (xA) telephone or (yB) a Swing Line Swingline Loan Notice; provided that any telephonic notice must be confirmed promptly immediately by delivery to the Swing Line Swingline Lender and the Administrative Agent of a Swing Line Swingline Loan Notice. Each such Swing Line Swingline Loan Notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, date of the Borrowing (which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line LoanDay). Promptly after receipt by the Swing Line Swingline Lender of any Swing Line Swingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Swingline Borrowing of Swing Line Loans (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the applicable BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available funds.

Borrowing Procedures. Each Borrowing of Swing Line Loans Borrowing shall be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (xA) telephone or (yB) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such Swing Line Loan Notice notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,0001,000,000 or a whole multiple of $500,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line LoanDay. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.05(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the applicable BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in Same Day Funds.

Borrowing Procedures. Each Borrowing of Swing Line Loans Borrowing shall be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone (x) telephone or (y) a Swing Line Loan Notice; provided that any such telephonic notice must be confirmed promptly by delivery to complies with the Swing Line Lender and informational requirements of the Administrative Agent form of a Swing Line Loan Notice. Each such Swing Line Loan Notice attached hereto as Exhibit B). Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 2:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000500,000, and (ii) the requested borrowing date, which shall be a Business Day and (iii) Day. Each such telephonic notice must be confirmed promptly by delivery to the Domestic Borrower that will receive the proceeds of such Swing Line LoanLender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 5:00 p.m. on the date of the proposed Borrowing of Swing Line Loans Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 6:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the applicable BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Swingline Borrowing of Swing Line Loans shall be made upon the Borrower Representativeapplicable Borrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by (x) telephone or (y) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Noticetelephone. Each such Swing Line Loan Notice notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 3:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,0001,000,000, and (ii) the requested borrowing date, which shall be a Business Day Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, which shall specify (i) the requested date of the Swingline Borrowing, (ii) the principal amount of Swingline Loan, (iii) the Domestic Borrower that will receive Tenor of the proceeds of such Swing Line LoanSwingline Loan to be borrowed and (iv) the duration with respect thereto. Promptly after receipt by the Swing Line Swingline Lender of any Swing Line telephonic Swingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 4:00 p.m. on the date of the proposed Swingline Borrowing of Swing Line Loans (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.03(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 4:00 p.m. on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the applicable Borrower at its office by wire transfer to the account specified by the applicable Borrower.

Borrowing Procedures. Each Borrowing of Swing Line Loans To request a Swingline Loan, the US Borrower shall be made upon notify the Borrower Representative’s irrevocable notice Swingline Lender (with a copy to the Swing Line Lender and the Administrative Agent, which may be given ) of such request by (x) telephone or (y) a Swing Line Swingline Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan NoticeRequest. Each such Swing Line Loan Notice notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 12:00 p.m. on the requested borrowing date, day of a proposed Swingline Loan and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,00050,000, and (ii) the requested borrowing date, which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line Loan. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereofDay. Unless the Swing Line Swingline Lender has received written notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lenderthe Required Lenders) prior to 2:00 12:00 p.m. on the date of the proposed Swingline Loan Borrowing of Swing Line Loans (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.24(a), or (B) that one or more of the applicable conditions specified in Article V Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 4:00 p.m. on the borrowing date specified in such Swing Line Swingline Loan NoticeRequest, make the amount of its Swing Line Swingline Loan available to the US Borrower. The Swingline Lender shall make each applicable BorrowerSwingline Loan available to the US Borrower by means of a credit to the account designated in the related Swingline Loan Request or otherwise in accordance with the instructions of the US Borrower (including, in the case of a Swingline Loan made to finance the reimbursement of any LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).

Borrowing Procedures. Each Borrowing of Swing Line Loans Swingline Loan shall be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by (xA) telephone or (yB) a Swing Line Swingline Loan Notice; provided that any telephonic notice shall be irrevocable and must be confirmed promptly by delivery to the Swing Line Swingline Lender and the Administrative Agent of a Swing Line Swingline Loan Notice. Each such Swing Line Loan Notice notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. p.m., New York City time, on the requested borrowing date, date and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line LoanDay. Promptly after receipt by the Swing Line Swingline Lender of any Swing Line Swingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. p.m., New York City time, on the date of the proposed Borrowing of Swing Line Loans Swingline Loan (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), ) or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 p.m. p.m., New York City time, on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the applicable BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available funds.

Borrowing Procedures. (i) Each Swingline Borrowing of Swing Line Loans shall be made upon the Borrower RepresentativeCompany’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by by: (xA) telephone or (yB) a Swing Line Swingline Loan Notice; provided that any telephonic notice must be confirmed promptly immediately by delivery to the Swing Line Swingline Lender and the Administrative Agent of a Swing Line Swingline Loan Notice. Each such Swing Line Swingline Loan Notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, date of the Borrowing (which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line LoanDay). Promptly after receipt by the Swing Line Swingline Lender of any Swing Line Swingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Swingline Borrowing of Swing Line Loans (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the applicable BorrowerCompany at its office by crediting the account of the Company on the books of the Swingline Lender in Same Day Funds.

Borrowing Procedures. Each Borrowing of Swing Line Loans Borrowing shall be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (xA) telephone telephone, or (yB) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line LoanDay. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the applicable BorrowerBorrower at its office by crediting on the books of the Swing Line Lender or wire transferring to, as applicable, the account of the Borrower specified in such Swing Line Loan Notice in immediately available funds.

Borrowing Procedures. Each Borrowing of Swing Line Loans Borrowing shall be made upon the Borrower Representativea Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (xA) telephone telephone, or (yB) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,0001,000,000 (with respect to Swing Line Loans denominated in Dollars) or C$1,000,000 (with respect to Swing Line Loans denominated in Canadian Dollars), (ii) whether such Swing Line Loan is a Base Rate Loan, a Canadian Prime Rate Loan or a Eurocurrency Rate Loan (and if a Eurocurrency Rate Loan, either (x) the applicable Interest Period thereof or (y) that the daily floating Eurocurrency Rate provided in clause (b) of the definition thereof shall apply), (iii) the requested borrowing date, which shall be a Business Day and (iiiiv) the Domestic Borrower that will receive currency of the proceeds of such Swing Line LoanLoan to be borrowed. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that it believes in good faith that one or more of the applicable conditions specified in Article V Section 4.02 is not then satisfied, specifying in reasonable detail the relevant condition or conditions not then satisfied and the basis for such assertion, and such condition or conditions, as applicable, remain unsatisfied on such requested date of issuance or amendment, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. p.m., in the case of any Swing Line Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Swing Line Loan in Canadian Dollars, in each case on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to such Borrower, at such Borrower’s election, either by (i) crediting the applicable Borroweraccount of such Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to the Administrative Agent by such Borrower as set forth in the Swing Line Loan Notice.

Borrowing Procedures. Each Swingline Borrowing of Swing Line Loans shall be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by by: (xii) telephone or (yiii) a Swing Line Swingline Loan Notice; provided that any telephonic notice must be confirmed promptly immediately by delivery to the Swing Line Swingline Lender and the Administrative Agent of a Swing Line Swingline Loan Notice. Each such Swing Line Swingline Loan Notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (London time) on the requested borrowing date, and shall specify (iA) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (iiB) the requested borrowing date, date of the Borrowing (which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line LoanDay). Promptly after receipt by the Swing Line Swingline Lender of any Swing Line Swingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. 11:00 a.m. (London time) on the date of the proposed Swingline Borrowing of Swing Line Loans (A1) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B2) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, may make the amount of its Swing Line Swingline Loan available to the applicable BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available funds.

Borrowing Procedures. Each Borrowing of Swing Line Loans Borrowing shall be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (x) telephone or (y) telephone. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by Borrower as to the matters which are required to be set out in a written Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Borrowing Notice. Each such Swing Line Loan Notice notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. 10:00 a.m. Central time on the requested borrowing dateday on which any such Swing Line Loan is to be made, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, borrowed and (ii) the requested borrowing date, which shall be a Business Day and (iii) whether Borrower requests interest accrue at the Domestic Borrower that will receive the proceeds of such Swing Line LoanLender’s Quoted Rate and, if so, the Interest Period requested therefor. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and Administrative Agent of a written Swing Line Borrowing Notice. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Borrowing Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Borrowing Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. The Swing Line Lender shall notify the Administrative Agent (who shall thereafter promptly notify Borrower) whether or not it has elected to make such Swing Line Loan. If the Swing Line Lender agrees to make such Swing Line Loan, it may in its discretion quote an interest rate to Borrower at which the Swing Line Lender would be willing to make such Swing Line Loan available to Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line Lender’s Quoted Rate”). Borrower acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If Borrower does not so immediately accept the Swing Line Lender’s Quoted Rate for the full amount requested by Borrower for such Swing Line Loan, the Swing Line Lender’s Quoted Rate shall be deemed immediately withdrawn. If the Swing Line Lender’s Quoted Rate is not accepted or otherwise does not apply, such Swing Line Loan shall bear interest at the rate per annum for Base Rate Loans under the Revolving Facility as from time to time in effect. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. 11:00 a.m. Central time on the date of the proposed Borrowing of Swing Line Loans Borrowing (Ai) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.18(a), or (Bii) that one or more of the applicable conditions specified in Article V 7 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on shall be entitled to assume that the borrowing date specified in such conditions precedent to an advance of any Swing Line Loan Notice, have been satisfied andmay make the amount of its such Swing Line Loan available to the applicable Borrower.

Borrowing Procedures. Each Borrowing of Swing Line Loans Borrowing shall be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (x) telephone or (y) by a Swing Line Loan Notice; provided that provided, that, any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing datedate (or such later time as shall be acceptable to the Administrative Agent and the Swing Line Lender in their sole discretion), and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line LoanDay. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lenderthe Required Lenders) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the applicable BorrowerBorrower in immediately available funds.

Borrowing Procedures. Each Swingline Borrowing of Swing Line Loans shall be made upon the Borrower Representativeapplicable Borrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may notice shall be given by (x) telephone or (y) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Noticein writing. Each such Swing Line Loan Notice notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. (New York City time) on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, which shall be a Business Day Day. Each such notice must be confirmed promptly by delivery to the Swingline Lender and (iii) the Domestic Borrower that will receive Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the proceeds of such Swing Line Loanapplicable Borrower. Promptly after receipt by the Swing Line Swingline Lender of any Swing Line Swingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. (New York City time) on the date of the proposed Swingline Borrowing of Swing Line Loans (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.05(a), or (B) that one or more of the applicable conditions specified in Article V 4 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 p.m. (New York City time) on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the applicable BorrowerBorrower at its office by crediting the account of the applicable Borrower on the books of the Swingline Lender in immediately available funds.

Borrowing Procedures. Each Swingline Borrowing of Swing Line Loans shall be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by (x) telephone email or (y) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Noticetelephone. Each such Swing Line Loan Notice notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, date of the Borrowing (which shall be a Business Day Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and (iii) the Domestic Borrower that will receive Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the proceeds of such Swing Line LoanBorrower. Promptly after receipt by the Swing Line Swingline Lender of any Swing Line telephonic Swingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Swingline Borrowing of Swing Line Loans (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the applicable Borrower.

Borrowing Procedures. Each Swingline Borrowing of Swing Line Loans shall be made upon the Borrower Representativeapplicable Domestic Borrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by by: (xA) telephone or (yB) a Swing Line Swingline Loan Notice; provided that any telephonic notice must be confirmed promptly immediately by delivery to the Swing Line Swingline Lender and the Administrative Agent of a Swing Line Swingline Loan Notice. Each such Swing Line Swingline Loan Notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, date of the Borrowing (which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line LoanDay). Promptly after receipt by the Swing Line Swingline Lender of any Swing Line Swingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Swingline Borrowing of Swing Line Loans (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the applicable BorrowerDomestic Borrower at its office by crediting the account of such Domestic Borrower on the books of the Swingline Lender in immediately available funds.

Borrowing Procedures. (i) Each Swingline Borrowing of Swing Line Loans shall be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by (x) telephone or (y) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Noticetelephone. Each such Swing Line Loan Notice notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, date of the Borrowing (which shall be a Business Day Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and (iii) the Domestic Borrower that will receive Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the proceeds of such Swing Line LoanBorrower. Promptly after receipt by the Swing Line Swingline Lender of any Swing Line telephonic Swingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Swingline Borrowing of Swing Line Loans (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the applicable Borrower.

Borrowing Procedures. Each Borrowing of Swing Line Loans Borrowing shall be made upon the Borrower RepresentativeLead Borrower’s irrevocable written notice to the Swing Line Lender and the Administrative Agent, Agent (which may be given by (xdelivered through Agent’s electronic platform or portal) telephone or (y) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery prior to the Swing Line Lender and time specified in the Administrative Agent of a Swing Line Loan Noticeimmediately succeeding sentence. Each such Swing Line Loan Notice notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. (New York Time) on the requested borrowing date, and shall specify (iA) the amount to be borrowed, which shall be a minimum principal amount of $100,000, 100,000 and (iiB) the requested borrowing date, which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line LoanDay. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. (New York Time) on the date of the proposed Borrowing of Swing Line Loans Borrowing (A1) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B2) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 1:00 p.m. (New York Time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the applicable Borrower. All Borrowing requests which are not made on-line via the Administrative Agent’s electronic platform or portal shall be subject to (and unless the Administrative Agent elects otherwise in the exercise of its sole discretion, such Borrowings shall not be made until the completion of) the Administrative Agent’s authentication process (with results satisfactory to the Administrative Agent) prior to the funding of any such requested Revolving Credit Loan.

Borrowing Procedures. Each Swingline Borrowing of Swing Line Loans shall be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by by: (xA) telephone or (yB) a Swing Line Swingline Loan Notice; provided that any telephonic notice must be confirmed promptly immediately by delivery to the Swing Line Swingline Lender and the Administrative Agent of a Swing Line Swingline Loan Notice. Each such Swing Line Swingline Loan Notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, date of the Borrowing (which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line LoanDay). Promptly after receipt by the Swing Line Swingline Lender of any Swing Line Swingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Swingline Borrowing of Swing Line Loans (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the applicable BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available funds.

Borrowing Procedures. Each Borrowing of Swing Line Loans Borrowing shall be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (xA) telephone or (yB) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line LoanDay. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.3(a), or (B) that one or more of the applicable conditions specified in Article V VII is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the applicable BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds or, if requested in the Swing Line Loan Notice delivered to the Swing Line Lender, by transfer of immediately available funds to a bank specified by the Borrower for credit to an account at such bank specified by the Borrower in such Swing Line Loan Notice.

Borrowing Procedures. Each Swingline Borrowing of Swing Line Loans shall be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (x) telephone or (y) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Swingline Lender and of a Swingline Borrowing request, with a copy to the Administrative Agent of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify specifying (i) the amount to be borrowedborrowed and the Revolving Facility under which such borrowing is to occur, which shall be a minimum principal of an amount of $100,000, specified in an Incremental Revolving Facility Assumption Agreement and (ii) the requested borrowing date, which shall be a Business Day Day. Each such Swingline Borrowing Request must be received by the Swingline Lender and (iii) the Domestic Borrower that will receive Administrative Agent not later than the proceeds of such Swing Line Loantime set forth in an Incremental Revolving Facility Assumption Agreement. Promptly after receipt by the Swing Line Swingline Lender of any Swing Line Loan NoticeSwingline Borrowing Request, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or electronically in writing) that the Administrative Agent has also received such Swing Line Loan Notice Swingline Borrowing Request and, if not, the Swing Line Swingline Lender will notify provide the Administrative Agent (by telephone or in writing) of the contents with a copy thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or electronically in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. the time specified in an Incremental Revolving Facility Assumption Agreement on the date of the proposed Swingline Borrowing of Swing Line Loans (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V Section 4.01 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 p.m. the time specified in an Incremental Revolving Facility Assumption Agreement, on the borrowing date specified in such Swing Line Loan NoticeSwingline Borrowing Request, make the amount of its Swing Line Swingline Loan available to the applicable BorrowerBorrower at the account of the Borrower specified in such Swingline Borrowing Request.

Borrowing Procedures. Each Borrowing of Swing Line Loans shall be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (x) telephone or (y) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Noticetelephone. Each such Swing Line Loan Notice notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 3:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000100,000 and integral multiples of $100,000 in excess thereof, (ii) the requested borrowing date, which shall be a Business Day Day, and (iii) the Domestic Borrower that will receive the proceeds of whether such Swing Line Loan shall be a Base Rate Loan or a Quoted Rate Swing Line Loan. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 3:00 p.m. on the date of the proposed Borrowing of Swing Line Loans (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 4:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the applicable Borrower.

Borrowing Procedures. Each Borrowing of Swing Line Loans Loan shall be made upon the Borrower Representative’s Borrowers’ irrevocable notice to the Swing Line Lender and the Administrative AgentAgent (a “Swing Line Loan Notice”), which may be given by (x) telephone or (y) a telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. Houston, Texas time on the requested borrowing date, and shall specify (i) the amount to be borrowed and (ii) the requested borrowing date, which shall be a Business Day. The Borrowers shall pay to the Swing Line Lender the aggregate outstanding principal amount of all Swing Line Loans on the last Business Day of each calendar month (which payment may be made with a Loan Notice; as provided that any in Section 2.09(c)(i) below) (the “Repayment Date”), which Repayment Date shall in no event be later than the Maturity Date. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice. Each such Swing Line Loan Notice must be received , appropriately completed and signed by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, (ii) the requested borrowing date, which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line LoanResponsible Officer. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. 11:00 a.m. Houston, Texas time on the date of the proposed Borrowing of Swing Line Loans Loan (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.09(a), or (B) that one or more of the applicable conditions specified in Article V Section 6.01 hereof is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. promptly on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the applicable BorrowerBorrowers.

Borrowing Procedures. Each Swingline Borrowing of Swing Line Loans shall be made upon the Borrower Representativeapplicable Borrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by (x) telephone or (y) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Noticetelephone. Each such Swing Line Loan Notice notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 3:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,0001,000,000, and (ii) the requested borrowing date, which shall be a Business Day Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, which shall specify (i) the requested date of the Swingline Borrowing, (ii) the principal amount of Swingline Loan and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line Loanduration with respect thereto. Promptly after receipt by the Swing Line Swingline Lender of any Swing Line telephonic Swingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 4:00 p.m. on the date of the proposed Swingline Borrowing of Swing Line Loans (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.03(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 4:00 p.m. on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the applicable Borrower at its office by wire transfer to the account specified by the applicable Borrower.

Borrowing Procedures. Each Borrowing of Swing Line Swingline Loans shall be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by by: (xi) telephone or (yii) a Swing Line Swingline Loan Notice; provided that any telephonic notice must be confirmed promptly immediately by delivery to the Swing Line Swingline Lender and the Administrative Agent of a Swing Line Swingline Loan Notice. Each such Swing Line Swingline Loan Notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing daterate, and shall specify (iA) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (iiB) the requested borrowing date, date of the Borrowing (which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line LoanDay). Promptly after receipt by the Swing Line Swingline Lender of any Swing Line Swingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans (A1) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B2) that one (1) or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Noticemay, make the amount of its Swing Line Swingline Loan available to the applicable BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available funds.

Borrowing Procedures. Each Swingline Borrowing of Swing Line Loans shall be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by by: (xA) telephone telephone, or (yB) a Swing Line Swingline Loan Notice; provided that provided, that, any telephonic notice must be confirmed promptly immediately by delivery to the Swing Line Swingline Lender and the Administrative Agent of a Swing Line Swingline Loan Notice. Each such Swing Line Swingline Loan Notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 12:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, date of the Borrowing (which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line LoanDay). Promptly after receipt by the Swing Line Swingline Lender of any Swing Line Swingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 1:00 p.m. on the date of the proposed Swingline Borrowing of Swing Line Loans (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 2:00 p.m. on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the applicable BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available funds.

Borrowing Procedures. (i) Each Swingline Borrowing of Swing Line Loans shall be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by by: (xii) telephone or (yiii) a Swing Line Swingline Loan Notice; provided that any telephonic notice must be confirmed promptly immediately by delivery to the Swing Line Swingline Lender and the Administrative Agent of a Swing Line Swingline Loan Notice. Each such Swing Line Swingline Loan Notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (iA) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (iiB) the requested borrowing date, date of the Borrowing (which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line LoanDay). Promptly after receipt by the Swing Line Swingline Lender of any Swing Line Swingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Swingline Borrowing of Swing Line Loans (A1) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B2) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the applicable BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in Same Day Funds.

Borrowing Procedures. Each Borrowing of Swing Line Swingline Loans shall be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by by: (xi) telephone or (yii) a Swing Line Swingline Loan Notice; provided that any telephonic notice must be confirmed promptly immediately by delivery to the Swing Line Swingline Lender and the Administrative Agent of a Swing Line Swingline Loan Notice. Each such Swing Line Swingline Loan Notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (iA) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (iiB) the requested borrowing date, date of the Borrowing (which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line LoanDay). Promptly after receipt by the Swing Line Swingline Lender of any Swing Line Swingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans (A1) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B2) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Noticemay, make the amount of its Swing Line Swingline Loan available to the applicable BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available funds.

Borrowing Procedures. Each (i) Other than a Swingline Loan Borrowing of Swing Line Loans made pursuant to the Autoborrow Agreement, each Swingline Borrowing shall be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by by: (xii) telephone or (yiii) a Swing Line Swingline Loan Notice; provided that any telephonic notice must be confirmed promptly immediately by delivery to the Swing Line Swingline Lender and the Administrative Agent of a Swing Line Swingline Loan Notice. Each such Swing Line Swingline Loan Notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (iA) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (iiB) the requested borrowing date, date of the Borrowing (which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line LoanDay). Promptly after receipt by the Swing Line Swingline Lender of any Swing Line Swingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Swingline Borrowing of Swing Line Loans (A1) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B2) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Noticemay, make the amount of its Swing Line Swingline Loan available to the applicable BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available funds. (ii) In order to facilitate the borrowing of Swingline Loans, the Borrower and the Swingline Lender may mutually agree to, and are hereby authorized to, enter into an Autoborrow Agreement in form and substance satisfactory to the Administrative Agent and the Swingline Lender (the “Autoborrow Agreement”) providing for the automatic advance by the Swingline Lender of Swingline Loans under the conditions set forth in such agreement, which shall be in addition to the conditions set forth herein. At any time an Autoborrow Agreement is in effect, the requirements for Swingline Borrowings set forth in the immediately preceding paragraph shall not apply, and all Swingline Borrowings shall be made in accordance with the Autoborrow Agreement; provided that any automatic advance made by Bank of America in reliance of the Autoborrow Agreement shall be deemed a Swingline Loan as of the time such automatic advance is made notwithstanding any provision in the Autoborrow Agreement to the contrary. For purposes of determining the Total Revolving Outstandings at any time during which an Autoborrow Agreement is in effect (other than for purposes of calculating Commitment Fees), the Outstanding Amount of all Swingline Loans shall be deemed to be the amount of the Swingline Sublimit. For purposes of any Swingline Borrowing pursuant to the Autoborrow Agreement, all references to Bank of America in the Autoborrow Agreement shall be deemed to be a reference to Bank of America, in its capacity as Swingline Lender hereunder.

Borrowing Procedures. Each Borrowing of Swing Line Loans shall be made upon the Borrower RepresentativeCompany’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by by: (xA) telephone or (yB) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing datedate or such later time on the requested borrowing date as may be approved by the Swing Line Lender in its sole discretion, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000100,000 and integral multiples of $100,000 in excess thereof, and (ii) the requested borrowing date, date of the Borrowing (which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line LoanDay). Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfiedsatisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the applicable BorrowerCompany.

Borrowing Procedures. Each (i) At any time an Autoborrow Agreement is not in effect, each Swingline Borrowing of Swing Line Loans shall be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by by: (xA) telephone or (yB) a Swing Line Swingline Loan Notice; provided that any telephonic telephone notice must be confirmed promptly immediately by delivery to the Swing Line Swingline Lender and the Administrative Agent of a Swing Line Swingline Loan Notice. Each such Swing Line Swingline Loan Notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, date of the Borrowing (which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line LoanDay). Promptly after receipt by the Swing Line Swingline Lender of any Swing Line telephonic Swingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Swingline Borrowing of Swing Line Loans (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the applicable BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available funds. (ii) In order to facilitate the borrowing of Swingline Loans, the Borrower and the Swingline Lender may mutually agree to, and are hereby authorized to, enter into an Autoborrow Agreement providing for the automatic advance by the Swingline Lender of Swingline Loans under the conditions set forth in such agreement, which shall be in addition to the conditions set forth herein. At any time an Autoborrow Agreement is in effect, the requirements for Swingline Borrowings set forth in the immediately preceding paragraph shall not apply, and all Swingline Borrowings shall be made in accordance with the Autoborrow Agreement; provided that any automatic advance made by Bank of America in reliance of the Autoborrow Agreement shall be deemed a Swingline Loan as of the time such automatic advance is made notwithstanding any provision in the Autoborrow Agreement to the contrary. For purposes of determining the Total Revolving Outstandings at any time during which an Autoborrow Agreement is in effect, the Outstanding Amount of all Swingline Loans shall be deemed to be the amount of the Swingline Sublimit. For purposes of any Swingline Borrowing pursuant to the Autoborrow Agreement, all references to Bank of America in the Autoborrow Agreement shall be deemed to be a reference to Bank of America, in its capacity as Swingline Lender hereunder.

Borrowing Procedures. Each Borrowing of Swing Line Loans Borrowing shall be made upon the Borrower Representativeany Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (xA) telephone or (yB) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000500,000, (ii) the requested borrowing date, which shall be a Business Day Day, and (iii) if such request is made by the Domestic Administrative Borrower that will receive on behalf of a Designated Borrower, the proceeds of such Swing Line Loanapplicable Designated Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Global Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender willshall be free to, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrowers either at its office by crediting the account of a Borrower on the books of the Swing Line Lender in Same Day Funds or by wire transfer of such funds, in each case in accordance with instructions provided to, and reasonably acceptable to, the Swing Line Lender by the applicable Borrower.

Borrowing Procedures. Each Borrowing of Swing Line Swingline Loans shall be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by (x) telephone or (y) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Noticetelephone. Each such Swing Line Loan Notice notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. (New York time) on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, which shall be a Business Day Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and (iii) the Domestic Borrower that will receive Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the proceeds of such Swing Line LoanBorrower. Promptly after receipt by the Swing Line Swingline Lender of any Swing Line telephonic Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. (New York time) on the date of the proposed Borrowing of Swing Line Swingline Loans (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a)this Article II, or (B) that one or more of the applicable conditions specified in Article V Section 5.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 p.m. (New York time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Swingline Loan available to the applicable Borrower at its office either by (i) crediting the account of the Borrower on the books of the Swingline Lender with the amount of such funds or (ii) wire transfer of such funds, in each case, in accordance with written instructions provided to the Swingline Lender by the Borrower.

Borrowing Procedures. Each Borrowing of Swing Line Loans shall be made upon the Borrower Representative’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (x) telephone or (y) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, (ii) the requested borrowing date, which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line Loan. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the applicable Borrower.

Borrowing Procedures. Each Borrowing of Swing Line Loans Borrowing shall be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone (x) telephone or (y) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Noticein writing). Each such Swing Line Loan Notice notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000250,000, and (ii) the requested borrowing date, which shall be a Business Day and (iii) Day. Each such telephonic notice must be confirmed promptly by delivery to the Domestic Borrower that will receive the proceeds of such Swing Line LoanLender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the applicable BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Borrowing borrowing of Swing Line Swingline Loans shall be made upon the Borrower RepresentativeCompany’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by by: (xA) telephone or (yB) a Swing Line Swingline Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Swingline Lender and the Administrative Agent of a Swing Line Swingline Loan Notice. Each such Swing Line Swingline Loan Notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 2:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, date of the Swingline Loan (which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line LoanDay). Promptly after receipt by the Swing Line Swingline Lender of any Swing Line Swingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Dollar Tranche Revolving Credit Lender) prior to 2:00 3:00 p.m. on the date of the proposed Borrowing borrowing of Swing Line Swingline Loans (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.4(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the applicable BorrowerCompany at its office by crediting the account of the Company on the books of the Swingline Lender in Same Day Funds.

Borrowing Procedures. Each Borrowing of Swing Line Loans Borrowing shall be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (xA) telephone or (yB) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line LoanDay. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Dollar Tranche Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.3(a), or (B) that one or more of the applicable conditions specified in Article V VII is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the applicable BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in Same Day Funds or, if requested in the Swing Line Loan Notice delivered to the Swing Line Lender, by transfer of Same Day Funds to a bank specified by the Borrower for credit to an account at such bank specified by the Borrower in such Swing Line Loan Notice.

Borrowing Procedures. Each Borrowing of Swing Line Loans To request a Swingline Loan, the US Borrower shall be made upon notify the Borrower Representative’s irrevocable notice Swingline Lender (with a copy to the Swing Line Lender and the Administrative Agent, which may be given ) of such request by (x) telephone or (y) a Swing Line Swingline Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan NoticeRequest. Each such Swing Line Loan Notice notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 3:00 p.m. on the requested borrowing date, day of a proposed Swingline Loan and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,00050,000, and (ii) the requested borrowing date, which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line Loan. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereofDay. Unless the Swing Line Swingline Lender has received written notice (by telephone or in writing) from the Administrative Agent (including at the request of any the Required Revolving LenderLenders) prior to 2:00 3:00 p.m. on the date of the proposed Swingline Loan Borrowing of Swing Line Loans (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.24(a), or (B) that one or more of the applicable conditions specified in Article V Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 4:00 p.m. on the borrowing date specified in such Swing Line Swingline Loan NoticeRequest, make the amount of its Swing Line Swingline Loan available to the US Borrower. The Swingline Lender shall make each applicable BorrowerSwingline Loan available to the US Borrower by means of a credit to the account designated in the related Swingline Loan Request or otherwise in accordance with the instructions of the US Borrower (including, in the case of a Swingline Loan made to finance the reimbursement of any LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).

Borrowing Procedures. Each Borrowing of Swing Line Loans Borrowing shall be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (x) telephone or (y) a Swing Line Loan Notice; provided that any telephonic notice must be promptly confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such Swing Line Loan Notice notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 12:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,0001,000,000, and (ii) the requested borrowing date, which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line LoanDay. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) the Required Lenders prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V Section 4.02 is not then satisfiedsatisfied (and such condition or conditions have not been waived), then, subject to the terms and conditions hereof, the Swing Line Lender willmay, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the applicable BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Borrowing of Swing Line Loans Borrowing shall be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the Swing Line Lender and the Administrative AgentAgent (on Borrower’s own behalf or on behalf of a Co-Borrower), which may be given by telephone (x) telephone or (y) a Swing Line Loan Notice; provided that any such telephonic notice must be confirmed promptly by delivery to complies with the Swing Line Lender and informational requirements of the Administrative Agent form of a Swing Line Loan Notice. Each such Swing Line Loan Notice attached hereto). Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 3:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, which shall be a Business Day and (iii) Day. Each such telephonic notice must be confirmed promptly by delivery to the Domestic Borrower that will receive the proceeds of such Swing Line LoanLender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 5:00 p.m. on the date of the proposed Borrowing of Swing Line Loans Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 5:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower or the applicable Co-Borrower.

Borrowing Procedures. Each (i) Other than a Swingline Loan Borrowing made pursuant to the Autoborrow Agreement, each Borrowing of Swing Line Swingline Loans shall be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by (xA) telephone or (yB) by a Swing Line Swingline Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Swingline Lender and the Administrative Agent of a Swing Line Swingline Loan Notice. Each such Swing Line Swingline Loan Notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line LoanDay. Promptly after receipt by the Swing Line Swingline Lender of any Swing Line Swingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Swingline Loans (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the applicable Borrower. (i) In order to facilitate the borrowing of Swingline Loans, the Borrower and the Swingline Lender may mutually agree to, and are hereby authorized to, enter into an Autoborrow Agreement in form and substance satisfactory to the Administrative Agent and the Swingline Lender (the “Autoborrow Agreement”) providing for the automatic advance by the Swingline Lender of Swingline Loans under the conditions set forth in such agreement, which shall be in addition to the conditions set forth herein. At any time an Autoborrow Agreement is in effect, the requirements for Swingline Borrowings set forth in clause (b)(i) above shall not apply, and all Swingline Borrowings shall be made in accordance with the Autoborrow Agreement; provided that any automatic advance made by Bank of America in reliance of the Autoborrow Agreement shall be deemed a Swingline Loan as of the time such automatic advance is made notwithstanding any provision in the Autoborrow Agreement to the contrary. For purposes of determining the Total Revolving Outstandings at any time during which an Autoborrow Agreement is in effect (other than for purposes of calculating commitment fees), the Outstanding Amount of all Swingline Loans shall be deemed to be the amount of the Swingline Sublimit. For purposes of any Swingline Borrowing pursuant to the Autoborrow Agreement, all references to Bank of America in the Autoborrow Agreement shall be deemed to be a reference to Bank of America, in its capacity as Swingline Lender hereunder.

Borrowing Procedures. Each Borrowing of Swing Line Loans Borrowing shall be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (x) telephone or (y) a Swing Line Loan Notice; provided that any telephonic telephone. Each such notice must be confirmed promptly received by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of Day. Each such telephonic notice must be confirmed promptly by delivery to Swing Line LoanLender and Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to Borrower at its office by crediting the applicable Borroweraccount of Borrower on the books of Swing Line Lender in immediately available funds. Lenders agree that Swing Line Lender may agree to modify the borrowing procedures used in connection with the Swing Line in its discretion and without affecting any of the obligations of Lenders hereunder other than notifying Administrative Agent of a Swing Line Loan Notice.

Borrowing Procedures. Each Swingline Borrowing of Swing Line Loans shall be made upon the Borrower RepresentativeAdtalem’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by by (xA) telephone or (yB) by a Swing Line Swingline Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Swingline Lender and the Administrative Agent of a Swing Line Swingline Loan Notice. Each such Swing Line Loan Swingline Notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. 12:00 (noon) on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000100,000 or, if less, the unused Swingline Sublimit, and (ii) the requested borrowing date, which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line LoanDay. Promptly after receipt by the Swing Line Swingline Lender of any Swing Line Swingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. 12:00 (noon) on the date of the proposed Swingline Borrowing of Swing Line Loans (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.4(a), or or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 2:00 p.m. on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to Adtalem at its office by crediting the applicable Borroweraccount of Adtalem on the books of the Swingline Lender in immediately available funds.

Borrowing Procedures. Each Borrowing of Swing Line Loans Borrowing shall be made upon the Borrower RepresentativeParent Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (xA) telephone or (yB) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line LoanDay. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Dollar Tranche Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.3(a), or (B) that one or more of the applicable conditions specified in Article V VII is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the applicable BorrowerParent Borrower at its office by crediting the account of the Parent Borrower on the books of the Swing Line Lender in Same Day Funds or, if requested in the Swing Line Loan Notice delivered to the Swing Line Lender, by transfer of Same Day Funds to a bank specified by the Parent Borrower for credit to an account at such bank specified by the Parent Borrower in such Swing Line Loan Notice.

Borrowing Procedures. Each Borrowing of Swing Line Loans Borrowing shall be made upon the Borrower Representative’s Borrower's irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (x) telephone or (y) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Noticetelephone. Each such Swing Line Loan Notice notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, which shall be a Business Day and (iii) Day. Each such telephonic notice must be confirmed promptly by delivery to the Domestic Borrower that will receive the proceeds of such Swing Line LoanLender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(aSECTION 2.04(A), or (B) that one or more of the applicable conditions specified in Article V ARTICLE IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the applicable BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Swingline Borrowing of Swing Line Loans shall be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by by: (xii) telephone or (yiii) a Swing Line Swingline Loan Notice; provided that any telephonic notice must be confirmed promptly immediately by delivery to the Swing Line Swingline Lender and the Administrative Agent of a Swing Line Swingline Loan Notice. Each such Swing Line Swingline Loan Notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (iA) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (iiB) the requested borrowing date, date of the Borrowing (which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line LoanDay). Promptly after receipt by the Swing Line Swingline Lender of any Swing Line Swingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Swingline Borrowing of Swing Line Loans (A1) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B2) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the applicable BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available funds.

Borrowing Procedures. (i) Each Swingline Borrowing of Swing Line Loans shall be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by by: (xA) telephone or (yB) a Swing Line Swingline Loan Notice; provided that any telephonic notice must be confirmed promptly immediately by delivery to the Swing Line Swingline Lender and the Administrative Agent of a Swing Line Swingline Loan Notice. Each such Swing Line Swingline Loan Notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, date of the Borrowing (which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line LoanDay). Promptly after receipt by the Swing Line Swingline Lender of any Swing Line Swingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Swingline Borrowing of Swing Line Loans (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the applicable BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in Same Day Funds.

Borrowing Procedures. Each Swingline Borrowing of Swing Line Loans shall be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by by: (xi) telephone or (yii) a Swing Line Swingline Loan Notice; provided that provided, that, any telephonic notice must be confirmed promptly immediately by delivery to the Swing Line Swingline Lender and the Administrative Agent of a Swing Line Swingline Loan Notice. Each such Swing Line Swingline Loan Notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (iA) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (iiB) the requested borrowing date, date of the Borrowing (which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line LoanDay). Promptly after receipt by the Swing Line Swingline Lender of any Swing Line Swingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Swingline Borrowing of Swing Line Loans (A1) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B2) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the applicable BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available funds.

Borrowing Procedures. (i) Each Swingline Borrowing of Swing Line Loans shall be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by (x) telephone or (y) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Noticetelephone. Each such Swing Line Loan Notice notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, date of the Borrowing (which shall be a Business Day Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and (iii) the Domestic Borrower that will receive Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the proceeds of such Swing Line LoanBorrower. Promptly after receipt by the Swing Line Swingline Lender of any Swing Line telephonic Swingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Swingline Borrowing of Swing Line Loans (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the applicable BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in Same Day Funds.

Borrowing Procedures. Each (1) Other than a Borrowing of Swing Line Swingline Loans made pursuant to the Autoborrow Agreement, each Borrowing of Swingline Loans shall be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by (xA) telephone or (yB) by a Swing Line Swingline Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Swingline Lender and the Administrative Agent of a Swing Line Swingline Loan Notice. Each such Swing Line Swingline Loan Notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line LoanDay. Promptly after receipt by the Swing Line Swingline Lender of any Swing Line Swingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Swingline Loans (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the applicable Borrower. (2) In order to facilitate the borrowing of Swingline Loans, the Borrower and the Swingline Lender may mutually agree to, and are hereby authorized to, enter into an Autoborrow Agreement in form and substance satisfactory to the Administrative Agent and the Swingline Lender (the “Autoborrow Agreement”) providing for the automatic advance by the Swingline Lender of Swingline Loans under the conditions set forth in such agreement, which shall be in addition to the conditions set forth herein. At any time an Autoborrow Agreement is in effect, the requirements Borrowings of Swingline Loans set forth in the immediately preceding paragraph shall not apply, and all Borrowings of Swingline Loans shall be made in accordance with the Autoborrow Agreement; provided that any automatic advance made by Xxxxx Fargo Bank in reliance of the Autoborrow Agreement shall be deemed a Swingline Loan as of the time such automatic advance is made notwithstanding any provision in the Autoborrow Agreement to the contrary. For purposes of determining the Total Revolving Outstandings at any time during which an Autoborrow Agreement is in effect (other than for purposes of calculating Commitment Fees), the Outstanding Amount of all Swingline Loans shall be deemed to be the amount of the Swingline Sublimit. For purposes of any Swingline Borrowing pursuant to the Autoborrow Agreement, all references to Xxxxx Fargo Bank in the Autoborrow Agreement shall be deemed to be a reference to Xxxxx Fargo Bank, in its capacity as the Swingline Lender hereunder.

Borrowing Procedures. Each Swingline Borrowing of Swing Line Loans shall be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by by: (xii) telephone or (yiii) a Swing Line Swingline Loan Notice; provided that any telephonic notice must be confirmed promptly immediately by delivery to the Swing Line Swingline Lender and the Administrative Agent of a Swing Line Swingline Loan Notice. Each such Swing Line Swingline Loan Notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (iA) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (iiB) the requested borrowing date, date of the Borrowing (which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line LoanDay). Promptly after receipt by the Swing Line Swingline Lender of any Swing Line Swingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Swingline Borrowing of Swing Line Loans (A1) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B2) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Noticemay, make the amount of its Swing Line Swingline Loan available to the applicable BorrowerBorrowers at its office by crediting the account of the Borrowers located in the United States on the books of the Swingline Lender in immediately available funds.

Borrowing Procedures. Each Borrowing of Swing Line Swingline Loans shall be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by by: (xii) telephone or (yiii) a Swing Line Swingline Loan Notice; provided that any telephonic notice must be confirmed promptly immediately by delivery to the Swing Line Swingline Lender and the Administrative Agent of a Swing Line Swingline Loan Notice. Each such Swing Line Swingline Loan Notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (iA) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (iiB) the requested borrowing date, date of the Borrowing (which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line LoanDay). Promptly after receipt by the Swing Line Swingline Lender of any Swing Line Swingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans (A1) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B2) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, may make the amount of its Swing Line Swingline Loan available to the applicable BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available funds.

Borrowing Procedures. Each Borrowing of Swing Line Loans Borrowing shall be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by (x) telephone or (y) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Noticetelephone. Each such Swing Line Loan Notice notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 2:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,0001,000,000, and (ii) the requested borrowing date, which shall be a Business Day and (iii) Day. Each such telephonic notice must be confirmed promptly by delivery to the Domestic Borrower that will receive the proceeds of such applicable Swing Line LoanLender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the applicable Swing Line Lender of any telephonic Swing Line Loan Notice, the such Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans Borrowing (A) directing the such Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.05(a), or (B) that one or more of the applicable conditions specified in Article V Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the such Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the applicable BorrowerBorrower at its office by crediting the account of the Borrower on the books of such Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Borrowing of Swing Line Swingline Loans shall be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by (x) telephone or (y) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Noticetelephone. Each such Swing Line Loan Notice notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000100,000 and integral multiples of $100,000 in excess thereof, (ii) the requested borrowing date, which shall be a Business Day Day, and (iii) whether such Swingline Loan shall be a Base Rate Loan or a Quoted Rate Swingline Loan. Each such telephonic notice must be confirmed promptly by delivery to the Domestic Borrower that will receive Swingline Lender and the proceeds Administrative Agent of such Swing Line Loana written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Swingline Lender of any Swing Line telephonic Swingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Swingline Loans (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.4(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the applicable Borrower. Notwithstanding the foregoing, in the event that any Swingline Loans are advanced under an auto borrow, zero balance or similar arrangement between the Borrower and the Swingline Lender and such arrangement provides for different borrowing procedures, then Borrowings of Swingline Loans advanced under such arrangement shall be made in accordance with the borrowing procedures provided by such arrangement.

Borrowing Procedures. Each Domestic Swingline Borrowing of Swing Line Loans shall be made in U.S. Dollars upon the Borrower Representative’s Borrowers’ irrevocable notice to the Swing Line Domestic Swingline Lender and the Administrative Agent, which may be given by (x) telephone or (y) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Noticetelephone. Each such Swing Line Loan Notice notice must be received by the Swing Line Domestic Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (iA) the amount to be borrowed, which shall be a minimum principal amount of $US$100,000, and (iiB) the requested borrowing date, which shall be a Business Day and (iii) Day. Each such telephonic notice must be confirmed promptly by delivery to the Domestic Borrower that will receive Swingline Lender and the proceeds Administrative Agent of such Swing Line Loana written Loan Notice, appropriately completed and signed by a Responsible Officer of the Domestic Borrower. Promptly after receipt by the Swing Line Domestic Swingline Lender of any Swing Line telephonic Loan Notice, the Swing Line Domestic Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Domestic Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Domestic Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Domestic Swingline Borrowing of Swing Line Loans (A1) directing the Swing Line Domestic Swingline Lender not to make such Swing Line Domestic Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a)this Article II, or (B2) that one or more of the applicable conditions specified in Article V Section 5.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Domestic Swingline Lender will, (A) not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Domestic Swingline Loan available to the applicable BorrowerBorrowers at its office by crediting the account of the Domestic Borrower on the books of the Domestic Swingline Lender in immediately available funds or (B) endeavor to make the amount of its Domestic Swingline Loan otherwise available as reasonably directed by the Borrowers.

Borrowing Procedures. Each Swingline Borrowing of Swing Line Loans shall be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by (xA) telephone or (yB) a Swing Line Swingline Loan Notice; provided that any telephonic notice must be confirmed promptly immediately by delivery to the Swing Line Swingline Lender and the Administrative Agent of a Swing Line Swingline Loan Notice. Each such Swing Line Swingline Loan Notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000100,000 (or if less, the remaining available amount of (x) the Revolving Commitments or (y) the Swingline Sublimit, whichever is less), and (ii) the requested borrowing date, date of the Swingline Borrowing (which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line LoanDay). Promptly after receipt by the Swing Line Swingline Lender of any Swing Line Swingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Swingline Borrowing of Swing Line Loans (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender willmay, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the applicable Borrower at its office either by (i) crediting the account of the Borrower on the books of the Swingline Lender in immediately available funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Swingline Lender by the Borrower.. ​

Borrowing Procedures. Each Borrowing borrowing of Swing Line Swingline Loans shall be made upon the Borrower RepresentativeCompany’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by by: (xA) telephone or (yB) a Swing Line Swingline Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Swingline Lender and the Administrative Agent of a Swing Line Swingline Loan Notice. Each such Swing Line Swingline Loan Notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 2:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, date of the Swingline Loan (which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line LoanDay). Promptly after receipt by the Swing Line Swingline Lender of any Swing Line Swingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Dollar Tranche Revolving Credit Lender) prior to 2:00 3:00 p.m. on the date of the proposed Borrowing borrowing of Swing Line Swingline Loans (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.4(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount CHAR1\1753066v5 of its Swing Line Swingline Loan available to the applicable BorrowerCompany at its office by crediting the account of the Company on the books of the Swingline Lender in Same Day Funds.

Borrowing Procedures. Each Borrowing of Swing Line Loans Borrowing shall be made upon the Borrower Representative’s Borrower's irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (x) telephone or (y) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Noticetelephone. Each such Swing Line Loan Notice notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. p.m., Seattle, time, on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000500,000, and (ii) the requested borrowing date, which shall be a Business Day and (iii) Day. Each such telephonic notice must be confirmed promptly by delivery to the Domestic Borrower that will receive the proceeds of such Swing Line LoanLender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. p.m., Seattle time, on the date of the proposed Borrowing of Swing Line Loans Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. p.m., Seattle time, on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the applicable BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Borrowing of Swing Line Loans Borrowing shall be made upon the Borrower Representative’s Borrower's irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (x) telephone or (y) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Noticetelephone. Each such Swing Line Loan Notice notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, which shall be a Business Day and (iii) Day. Each such telephonic notice must be confirmed promptly by delivery to the Domestic Borrower that will receive the proceeds of such Swing Line LoanLender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(aSECTION 2.06(a), or (B) that one or more of the applicable conditions specified in Article ARTICLE V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the applicable BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Borrowing of Swing Line The Borrower may borrow Swingline Loans shall be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by (x) telephone or (y) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Noticetelephone. Each such Swing Line Loan Notice notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. P.M., New York City time, on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, which shall be a Business Day Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and (iii) the Domestic Borrower that will receive Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the proceeds of such Swing Line LoanBorrower. Promptly after receipt by the Swing Line Swingline Lender of any Swing Line telephonic Swingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. P.M., New York City time, on the date of the proposed Swingline Borrowing of Swing Line Loans (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.5(a), or (B) that one or more of the applicable conditions specified in Article V Section 5 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 p.m. P.M., New York City time, on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the applicable BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available funds.

Borrowing Procedures. Each Borrowing of Swing Line Loans (a) Borrower shall be made upon the Borrower Representative’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (x) telephone or (y) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and give the Administrative Agent notice of each request for a Swing Line Loan Noticehereunder in accordance with this Section. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the The Administrative Agent not shall promptly notify each Lender of any Notice of Borrowing received hereunder. Not later than 1:00 p.m. (prevailing Eastern time), on the requested date specified for each borrowing datehereunder, and each Lender shall specify (i) the amount make available to be borrowed, which shall be a minimum principal amount of $100,000, (ii) the requested borrowing date, which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line Loan. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (the amount of the Loan to be made by telephone or such Lender in writing) that accordance with such Lender's Commitment Percentage of the Loan requested, in immediately available funds at an account designated by the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Agent. The Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, thenshall, subject to the terms and conditions hereofof this Agreement, on the Swing Line Business Day specified for such borrowing, make such amount available to Borrower in same day funds to the Loan Account. (b) Unless the Administrative Agent shall have been notified by any Lender will, at least one (1) Business Day prior to the date on which any 29 37 Eurodollar Loan is to be made and not later than 3:00 1:00 p.m. (prevailing Eastern time) on the borrowing date specified in any Base Rate Loan is to be made, that such Swing Line Loan Notice, Lender does not intend to make the amount of its Swing Line Loan available to the applicable BorrowerAdministrative Agent such Lender's Commitment Percentage of such Loan, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date of such Loan and the Administrative Agent may, in reliance upon such assumption, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such a corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent shall promptly notify Borrower and Borrower shall pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to Borrower to the date such corresponding amount is recovered by the Administrative Agent at a rate per annum equal to the Federal Funds Rate, for the first two Business Days, and thereafter at the rate per annum then in effect with respect to Base Rate Loans. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment Percentage of the Commitment or to prejudice any rights which the Administrative Agent or Borrower may have against any Lender as a result of any default by such Lender hereunder.

Borrowing Procedures. i. Each Swingline Borrowing of Swing Line Loans shall be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by by: (xA) telephone or (yB) a Swing Line Swingline Loan Notice; provided that any telephonic notice must be confirmed promptly immediately by delivery to the Swing Line Swingline Lender and the Administrative Agent of a Swing Line Swingline Loan Notice. Each such Swing Line Swingline Loan Notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, date of the Borrowing (which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line LoanDay). Promptly after receipt by the Swing Line Swingline Lender of any Swing Line Swingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Swingline Borrowing of Swing Line Loans (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the applicable BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in Same Day Funds.

Borrowing Procedures. Each (a) The Borrower shall deliver a Borrowing of Swing Line Loans shall be made upon the Borrower Representative’s irrevocable notice Request to the Swing Line Lender and the Administrative Agent, which may be given by (x) telephone or (y) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent in accordance with this Section 2.03 requesting that the Lenders undertake an Approval Process (except in the case of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender Closing Date) for the associated Projects and Project Contracts, and make the Administrative Agent not later than 1:00 p.m. Loans on the requested borrowing dateClosing Date or the Drawdown Date, and shall specify (i) as applicable, specifying the amount to be borrowed, which shall be a minimum principal amount of $100,000, (ii) borrowed by the requested borrowing date, which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds Borrower. Upon receipt of such Swing Line Loan. Promptly after receipt by the Swing Line Lender of any Swing Line Loan NoticeBorrowing Request, the Swing Line Administrative Agent shall promptly notify each Lender will confirm thereof. To the extent the Required Lenders approve a Borrowing Request prior to the Closing Date or in accordance with clause (d) below and the conditions of Section 5.01 or 5.02, as applicable, have been satisfied, then on or before 11:00 a.m. on the Closing Date or the Drawdown Date, as applicable, each Lender that has a Commitment to make the Loans being requested shall deposit with the Administrative Agent (by telephone or same day funds in writing) an amount equal to such Lender’s applicable Loan Percentage of each applicable Borrowing in respect of such Eligible Assets. Such deposit will be made to an account that the Administrative Agent has also shall specify by notice to the Lenders. To the extent funds are received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at Lenders, upon the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), satisfaction or (B) that one or more waiver of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereofV, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in Administrative Agent shall make such Swing Line Loan Notice, make the amount of its Swing Line Loan funds available to the Borrower by wire transfer to the account or accounts the Borrower shall have specified in the Borrowing Request. No Lender’s obligation to make any Loan shall be affected by any other Lender’s failure to make any Loan. Notwithstanding anything to the contrary in this Agreement, (i) all borrowings, conversions and continuations of Eurodollar Loans and all selections of Interest Periods shall be in such amounts and be made pursuant to such elections so that no more than three (3) Interest Periods shall be effective at any one time, (ii) no more than one Borrowing may be made in any calendar month, and (iii) each requested Borrowing shall be no less than $1,000,000. (b) Each Borrowing Request must be received by the Administrative Agent (i) with respect to the Closing Date, prior to 11:00 a.m. three (3) Business Days before (in the case of Eurodollar Loans) and prior to 11:00 a.m. (in the case of ABR Loans) one (1) Business Day before the anticipated Closing Date, (ii) with respect to any Drawdown Date, (A) for Borrowing Requests requesting an Approval Process with respect to Projects and Project Contracts with an existing Eligible Customer, prior to 11:00 a.m. seven (7) Business Days before (in the case of Eurodollar Loans) and prior to 11:00 a.m. (in the case of ABR Loans) five (5) Business Days before the anticipated Drawdown Date, and (B) for Borrowing Requests requesting an Approval Process with respect to Projects and Project Contracts with customers that are not existing Eligible Customers, prior to 11:00 a.m. fourteen (14) Business Days before (in the case of Eurodollar Loans) and prior to 11:00 a.m. (in the case of ABR Loans) twelve (12) Business Days before the anticipated Closing Date. (c) Each Borrowing Request following the Closing Date shall request that the Required Lenders commence the Approval Process with respect to certain Projects and Project Contracts, and be accompanied by a Borrowing Base Certificate, duly executed by an Authorized Officer of the Borrower, and a proposed update to the Base Case Model. The Borrowing Base Certificate shall include (i) a calculation of the Borrower Expected Cash Flow with respect to the subject Projects and Project Contracts, (ii) a calculation of the Advance Rate with respect to the subject Projects and Project Contracts, (iii) a calculation of the Borrowing Base Value both prior to and after the expected requested Borrowing, (iv) a calculation of the Pro Forma Debt Service Coverage Ratio for such period, (v) a description of each package of Projects and Project Contracts (as well as related customers and customer credit ratings) expected to be included in the Borrowing Base, and a proposed updated Schedule III, (vi) evidence that the subject Projects have achieved their commercial operation date in accordance with their respective Revenue Contracts, (vii) a list of the contracted servicers and technology related to such Projects and Project Contracts, and (viii) a report from the Independent Engineer containing substantially the same information as the Independent Engineer report delivered in connection with the Closing Date, solely with respect to any subject Project with a Revenue Contract counterparty if such counterparty was not previously included in an Independent Engineer report delivered to the Administrative Agent. Each Borrowing Request shall certify that all documentation and information regarding the subject Projects and Project Contracts have been made available to the Administrative Agent and Required Lenders, and that all conditions precedent to the anticipated Drawdown Date can be satisfied by such date. (d) For each requested Borrowing following the Closing Date, upon the receipt of a complete and duly executed Borrowing Request and Borrowing Base Certificate in accordance with clause (c) above, the Administrative Agent shall notify the Required Lenders of the request to commence the Approval Process with respect to the subject Projects and Project Contracts. The Lenders will then have five (5) to twelve (12) Business Days, as applicable Borrowerpursuant to clause (b) above, to perform legal, financial, technical and tax due diligence review on the subject Projects and Project Contracts and to determine in their sole discretion whether (i) the subject Projects and Project Contracts shall become Eligible Assets, (ii) the proposed updated Base Case Model will become the new Base Case Model as of the applicable Drawdown Date, and (iii) whether the calculations set forth in the Borrowing Base Certificate are acceptable (the “Approval Process”). Each Lender shall notify the Administrative Agent at least one (1) Business Day prior to the proposed Drawdown Date whether or not the Borrowing Request is approved. The Administrative Agent will then notify the Borrower and each Lender as to whether or not the Required Lenders have approved the Borrowing Request. If the Borrowing Request is approved by the Required Lenders, (x) the provisions of clause (a) above shall apply, (y) such Projects and Project Contracts shall become Eligible Assets as of the applicable Drawdown Date, and (z) such proposed Base Case Model shall become the new Base Case Model as of the applicable Drawdown Date. If the Borrowing Request is not approved by the Required Lenders, then the Administrative Agent shall notify the Borrower of the reasons for rejection, and the Borrower may submit a revised Borrowing Request in accordance with this Section 2.03. (e) No Borrowing shall be permitted unless the conditions precedent set forth in Section 5.01 with respect to the Closing Date or Section 5.02 with respect to any Drawdown Date have been satisfied.

Borrowing Procedures. Each Borrowing (a) Borrower Representative shall give written notice (each such written notice, a “Notice of Swing Line Loans shall be made upon Borrowing”) substantially in the Borrower Representative’s irrevocable notice form of Exhibit D to Administrative Agent and each Lender with an applicable Commitment of each proposed borrowing not later than 10:00 a.m. (Chicago time) three Business Days prior to the Swing Line Lender and the proposed date of that borrowing. Each such notice will be effective upon receipt by Administrative Agent, which may will be given by irrevocable, and must specify the date, amount, Type of borrowing, and (x) telephone or (y) a Swing Line Loan Notice; provided that in the case of any telephonic notice must be confirmed promptly by delivery to LIBOR Loan, the Swing Line Lender and length of the Administrative Agent of a Swing Line Loan Noticeinterest period). Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on On the requested borrowing date, and each Lender with an applicable Commitment shall specify (i) provide Administrative Agent with immediately available funds, to Administrative Agent’s Account, covering that Lender’s Pro Rata Share of that borrowing so long as the amount applicable Lender has not received written notice that the conditions precedent set forth in Section 12 with respect to be borrowed, which shall be a minimum principal amount that borrowing have not been satisfied. After Administrative Agent’s receipt of $100,000, (ii) the requested borrowing date, which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line Loanthe applicable Loans from Lenders with applicable Commitments, Administrative Agent shall make the proceeds of those Loans available to Borrowers on the applicable borrowing date by transferring to Borrowers immediately available funds equal to the proceeds received by Administrative Agent. Promptly after receipt Each Base Rate borrowing must be on a Business Day. Each borrowing must be in an aggregate amount of at least $250,000 and an integral multiple of $25,000. Each Lender shall, upon request of Administrative Agent, deliver to Administrative Agent a list of all Loans made by that Lender, together with all information related thereto as Administrative Agent reasonably requests. Notwithstanding any provision of this Agreement to the Swing Line Lender contrary, Borrower Representative may not request, and Lenders will not be required to fund, any borrowing of any Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, thena LIBOR borrowing unless, subject to the terms and conditions hereofas more particularly described in Section 8, LIBOR is unavailable or unlawful. (b) Unless payment is otherwise timely made by Borrowers or a request for continuation or conversion pursuant to Section 2.2.3 is timely made, the Swing Line Lender willbecoming due of any Obligations (whether principal, not later than 3:00 p.m. interest, fees or other charges) will be deemed to be a request for a Base Rate borrowing of a Revolving Loan on the borrowing date specified due date, in such Swing Line Loan Notice, make the amount of those Obligations. The proceeds of those Revolving Loans will be disbursed as direct payment of the relevant Obligations. In addition, Administrative Agent may, at its Swing Line Loan available to the applicable Borroweroption, charge when due any Obligations against any operating, investment or other account of any Borrower maintained with Administrative Agent or any of its Affiliates.

Borrowing Procedures. Each Borrowing of Swing Line Loans Borrowing shall be made upon the Borrower Representative’s Borrower's irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (x) telephone or (y) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Noticetelephone. Each such Swing Line Loan Notice notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, which shall be a Business Day and (iii) Day. Each such telephonic notice must be confirmed promptly by delivery to the Domestic Borrower that will receive the proceeds of such Swing Line LoanLender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section SECTION 2.04(a), or (B) that one or more of the applicable conditions specified in Article ARTICLE V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the applicable BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each (i) Other than a Borrowing of Swing Line Swingline Loans made pursuant to the Autoborrow Agreement, each Borrowing of Swingline Loans shall be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by (xA) telephone or (yB) by a Swing Line Swingline Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Swingline Lender and the Administrative Agent of a Swing Line Swingline Loan Notice. Each such Swing Line Swingline Loan Notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line LoanDay. Promptly after receipt by the Swing Line Swingline Lender of any Swing Line Swingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Swingline Loans (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the applicable Borrower. (ii) In order to facilitate the borrowing of Swingline Loans, the Borrower and the Swingline Lender may mutually agree to, and are hereby authorized to, enter into an Autoborrow Agreement in form and substance satisfactory to the Administrative Agent and the Swingline Lender (the “Autoborrow Agreement”) providing for the automatic advance by the Swingline Lender of Swingline Loans under the conditions set forth in such agreement, which shall be in addition to the conditions set forth herein. At any time an Autoborrow Agreement is in effect, the requirements Borrowings of Swingline Loans set forth in the immediately preceding paragraph shall not apply, and all Borrowings of Swingline Loans shall be made in accordance with the Autoborrow Agreement; provided that any automatic advance made by Xxxxx Fargo Bank in reliance of the Autoborrow Agreement shall be deemed a Swingline Loan as of the time such automatic advance is made notwithstanding any provision in the Autoborrow Agreement to the contrary. For purposes of determining the Total Revolving Outstandings at any time during which an Autoborrow Agreement is in effect (other than for purposes of calculating Commitment Fees), the Outstanding Amount of all Swingline Loans shall be deemed to be the amount of the Swingline Sublimit. For purposes of any Swingline Borrowing pursuant to the Autoborrow Agreement, all references to Xxxxx Fargo Bank in the Autoborrow Agreement shall be deemed to be a reference to Xxxxx Fargo Bank, in its capacity as the Swingline Lender hereunder.

Borrowing Procedures. Each Borrowing borrowing of Swing Line Swingline Loans shall be made upon the Borrower RepresentativeCompany’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by by: (xA) telephone or (yB) a Swing Line Swingline Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Swingline Lender and the Administrative Agent of a Swing Line Swingline Loan Notice. Each such Swing Line Swingline Loan Notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 2:00 p.m2:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, date of the Swingline Loan (which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line LoanDay). Promptly after receipt by the Swing Line Swingline Lender of any Swing Line Swingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Dollar Tranche Revolving Credit Lender) prior to 2:00 3:00 p.m3:00 p.m. on the date of the proposed Borrowing borrowing of Swing Line Swingline Loans (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.4(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 p.m3:00 p.m. on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the applicable BorrowerCompany at its office by crediting the account of the Company on the books of the Swingline Lender in Same Day Funds.

Borrowing Procedures. Each Borrowing of Swing Line Swingline Loans shall may be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the Swing Line applicable Swingline Lender and the Administrative Agent, which may be given by (x) telephone or (y) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Noticetelephone. Each such Swing Line Loan Notice notice must be received by the Swing Line applicable Swingline Lender and the Administrative Agent not later than 1:00 p.m. 12:00 p.m., Houston, Texas time, on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, 500,000 or a whole multiple of $100,000 in excess thereof and (ii) the requested borrowing date, which shall be a Business Day Day. Each such telephonic notice must be confirmed promptly by delivery to the applicable Swingline Lender and (iii) the Domestic Borrower that will receive Administrative Agent of a written Borrowing Request in substantially the proceeds form of such Swing Line LoanExhibit B and signed by the Borrower. Promptly after receipt by the Swing Line applicable Swingline Lender of any Swing Line Loan Noticetelephonic Borrowing Request, the Swing Line such Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice Borrowing Request and, if not, the Swing Line applicable Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless Subject to the Swing Line terms and conditions hereof, the applicable Swingline Lender will, not later than 2:00 p.m., Houston, Texas time, on the borrowing date specified in such Borrowing Request, make the amount of its Swingline Loan available to the Borrower; provided that the applicable Swingline Lender shall only make such Swingline Loan available to the Borrower if (A) the applicable Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. p.m., Houston, Texas time, on the date of the proposed Borrowing of Swing Line Swingline Loans (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of that the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or 2.09(a) would not be violated by the making of such Swingline Loan and (B) the Borrower has certified that one or more each of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the applicable Borrower.Section 6.03

Borrowing Procedures. Each (i) Other than a Swingline Borrowing of Swing Line Loans made pursuant to an Autoborrow Agreement, each Swingline Borrowing shall be made upon the Borrower Representativeapplicable U.S. Borrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by by: (x) telephone or (y) a Swing Line Swingline Loan Notice; provided that provided, that, any telephonic notice must be confirmed promptly immediately by delivery to the Swing Line Swingline Lender and the Administrative Agent of a Swing Line Swingline Loan Notice. Each such Swing Line Swingline Loan Notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, date and shall specify (iA) the amount to be borrowed, which shall be a minimum principal amount of $100,000, 100,000 and (iiB) the requested borrowing date, date of the Borrowing (which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line LoanDay). Promptly after receipt by the Swing Line Swingline Lender of any Swing Line Swingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving A Lender) prior to 2:00 p.m. on the date of the proposed Swingline Borrowing of Swing Line Loans (A1) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first second sentence of Section 2.04(a), ) or (B2) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the applicable BorrowerU.S. Borrower at its office by crediting the account of the applicable U.S. Borrower on the books of the Swingline Lender in Same Day Funds. (ii) In order to facilitate the borrowing of Swingline Loans, any U.S. Borrower and the Swingline Lender may mutually agree to, and are hereby authorized to, enter into an Autoborrow Agreement in form and substance satisfactory to the Administrative Agent and the Swingline Lender (the “Autoborrow Agreement”) providing for the automatic advance by the Swingline Lender of Swingline Loans and providing for the automatic application of deposit account balances of the Loan Parties to the Swingline Loans under the conditions set forth in the Autoborrow Agreement, which shall be in addition to the conditions set forth herein. At any time an Autoborrow Agreement is in effect, the requirements for Swingline Borrowings set forth in the immediately preceding paragraph shall not apply, and all Swingline Borrowings shall be made in accordance with the applicable Autoborrow Agreement; provided, that, any automatic advance made by Bank of America in reliance of an Autoborrow Agreement shall be deemed a Swingline Loan as of the time such automatic advance is made notwithstanding any provision in the applicable Autoborrow Agreement to the contrary. For purposes of determining the Total Revolving Outstandings at any time during which an Autoborrow Agreement is in effect (other than for purposes of calculating Commitment Fees), the Outstanding Amount of all Swingline Loans shall be deemed to be the amount of the Swingline Sublimit. For purposes of any Swingline Borrowing pursuant to an Autoborrow Agreement, all references to Bank of America in each Autoborrow Agreement shall be deemed to be a reference to Bank of America, in its capacity as Swingline Lender hereunder.

Borrowing Procedures. (i) Each Swingline Borrowing of Swing Line Loans shall be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by by: (xii) telephone or (yiii) a Swing Line Swingline Loan Notice; provided that any telephonic notice must be confirmed promptly immediately by delivery to the Swing Line Swingline Lender and the Administrative Agent of a Swing Line Swingline Loan Notice. Each such Swing Line Swingline Loan Notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (iA) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (iiB) the requested borrowing date, date of the Borrowing (which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line LoanDay). Promptly after receipt by the Swing Line Swingline Lender of any Swing Line Swingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Swingline Borrowing of Swing Line Loans (A1) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B2) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and 0000-0000-0000 v.7 conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the applicable BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in Same Day Funds.

Borrowing Procedures. Each At any time a Used Vehicle Autoborrow Agreement is not in effect, each Used Vehicle Floorplan Swing Line Borrowing and each conversion of Used Vehicle Floorplan Swing Line Loans from one type to the other shall be made upon the Borrower RepresentativeCompany’s irrevocable notice to the Used Vehicle Swing Line Lender and the Administrative Agent, which may be given by (xA) telephone or (yB) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Used Vehicle Floorplan Swing Line Loan Notice. Each such Used Vehicle Floorplan Swing Line Loan Notice must be received by the Used Vehicle Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing datedate or date of any conversion of Eurodollar RateDaily Simple SOFR Loans to Base Rate Loans or of any conversion of Base Rate Loans to Eurodollar RateDaily Simple SOFR Loans, and in each case shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, (ii) the requested borrowing date, which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds Type of such Used Vehicle Floorplan Swing Line LoanLoan to be borrowed or to which existing Used Vehicle Floorplan Swing Line Loans are to be converted. Promptly after receipt by the Used Vehicle Swing Line Lender of any Used Vehicle Floorplan Swing Line Loan Notice, the Used Vehicle Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Used Vehicle Floorplan Swing Line Loan Notice and, if not, the Used Vehicle Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Used Vehicle Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Used Vehicle Floorplan Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Used Vehicle Floorplan Swing Line Loans Borrowing (A) directing the Used Vehicle Swing Line Lender not to make such Used Vehicle Floorplan Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.12(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Used Vehicle Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Used Vehicle Floorplan Swing Line Loan Notice, make the amount of its Used Vehicle Floorplan Swing Line Loan available to the Company at its office by crediting the account of the Company on the books of the Used Vehicle Swing Line Lender in immediately available funds. If the Company fails to provide a timely Used Vehicle Floorplan Swing Line Loan Notice requesting a conversion of Eurodollar RateDaily Simple SOFR Loans to Base Rate Loans, such Loans shall, subject to Article III, continue as Eurodollar RateDaily Simple SOFR Loans. If the Company fails to specify a Type of Used Vehicle Floorplan Swing Line Loan in a Used Vehicle Floorplan Swing Line Loan Notice, then the applicable BorrowerUsed Vehicle Floorplan Swing Line Loan shall, subject to Article III, be made as a Eurodollar RateDaily Simple SOFR Loan. In order to facilitate the borrowing of Used Vehicle Floorplan Swing Line Loans, the Company and the Used Vehicle Floorplan Swing Line Lender may mutually agree to, and are hereby authorized to, enter into an Autoborrow Agreement in form and substance reasonably satisfactory to the Administrative 7979 Agent and the Used Vehicle Floorplan Swing Line Lender (the “Used Vehicle Autoborrow Agreement”) providing for the automatic advance by the Used Vehicle Floorplan Swing Line Lender of Used Vehicle Floorplan Swing Line Loans under the conditions set forth in such agreement, which shall be in addition to the conditions set forth herein (each such advance, a “Used Vehicle Autoborrow Advance”); provided that, (i) in no event shall the Company be entitled to Used Vehicle Autoborrow Advances pursuant to a Used Vehicle Autoborrow Agreement at any time a Revolving Autoborrow Agreement or a New Vehicle Floorplan Offset Agreement is in place and (ii) the Company may, once per calendar year and upon 30 days advance notice to the Administrative Agent and the Used Vehicle Floorplan Swing Line Lender and upon the payment to the Administrative Agent of a $10,000 fee (which fee may be waived in the sole discretion of the Administrative Agent), alternate (x) between having a Revolving Autoborrow Agreement, or a Used Vehicle Autoborrow Agreement or a New Vehicle Floorplan Offset Agreement in place, or (y) between having a New Vehicle Floorplan Offset Agreement (with a New Vehicle Automated Sweep Agreement) or a New Vehicle Floorplan Offset Agreement (without a New Vehicle Automated Sweep Agreement) in place. At any time such a Used Vehicle Autoborrow Agreement is in effect, the requirements for Used Vehicle Floorplan Swing Line Borrowings set forth in the immediately preceding paragraph shall not apply, and all Used Vehicle Floorplan Swing Line Borrowings shall be made in accordance with the Used Vehicle Autoborrow Agreement, until the right to such Used Vehicle Floorplan Swing Line Borrowings is suspended or terminated hereunder or in accordance with the terms of the Used Vehicle Autoborrow Agreement. Solely for purposes of determining the availability of Used Vehicle Floorplan Committed Loans (other than Used Vehicle Floorplan Committed Loans used to refinance Used Vehicle Floorplan Swing Line Loans) and for determining the Total Used Vehicle Floorplan Outstandings in connection with Section 2.14, at any time during which a Used Vehicle Autoborrow Agreement is in effect, the Outstanding Amount of all Used Vehicle Floorplan Swing Line Loans shall be deemed to be the amount of the Used Vehicle Floorplan Swing Line Sublimit. For purposes of any Used Vehicle Floorplan Swing Line Borrowing pursuant to the Used Vehicle Autoborrow Agreement, all references to Bank of America shall be deemed to be a reference to Bank of America, in its capacity as Used Vehicle Floorplan Swing Line Lender hereunder.

Borrowing Procedures. Each Borrowing of Swing Line Loans Borrowing shall be made upon the Borrower Representative’s Borrower's irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (x) telephone or (y) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Noticetelephone. Each such Swing Line Loan Notice notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, which shall be a Business Day and (iii) Day. Each such telephonic notice must be confirmed promptly by delivery to the Domestic Borrower that will receive the proceeds of such Swing Line LoanLender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(aSECTION 2.05(a), or (B) that one or more of the applicable conditions specified in Article ARTICLE V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the applicable BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. (i) Each Swingline Borrowing of Swing Line Loans shall be made upon the Borrower RepresentativeCompany’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by by: (xA) telephone or (yB) a Swing Line Swingline Loan Notice; provided that any telephonic notice must be confirmed promptly immediately by delivery to the Swing Line Swingline Lender and the Administrative Agent of a Swing Line Swingline Loan Notice. Each such Swing Line Swingline Loan Notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, date of the Borrowing (which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line LoanDay). Promptly after receipt by the Swing Line Swingline Lender of any Swing Line Swingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Swingline Borrowing of Swing Line Loans (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the applicable BorrowerCompany at its office by crediting the account of the Company on the books of the Swingline Lender in Same Day Funds.

Borrowing Procedures. Each Swingline Borrowing of Swing Line Loans shall be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by by: (xA) telephone or (yB) a Swing Line Swingline Loan Notice; provided that any telephonic notice must be confirmed promptly immediately by delivery to the Swing Line Swingline Lender and the Administrative Agent of a Swing Line Swingline Loan Notice. Each such Swing Line Swingline Loan Notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 12:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, (ii) the requested borrowing date, date of the Borrowing (which shall be a Business Day Day), and (iii) whether such borrowing shall bear interest at the Domestic Base Rate or the LIBOR Daily Floating Rate (provided if there are any Swingline Loans already outstanding on the requested borrowing date, such requested borrowing shall bear interest at the same rate of the outstanding Swingline Loans). If the Borrower that will receive fails to specify a Type of Swingline Loan in a Swingline Loan Notice, then the proceeds of such Swing Line Loanapplicable Swingline Loans shall be made as Base Rate Loans. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted from one Type to another. Promptly after receipt by the Swing Line Swingline Lender of any Swing Line Swingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 1:00 p.m. on the date of the proposed Swingline Borrowing of Swing Line Loans (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 2:00 p.m. on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the applicable BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available funds.

Borrowing Procedures. Each Borrowing of Swing Line Loans Borrowing shall be made upon the Borrower Representative’s Borrower's irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (x) telephone or (y) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Noticetelephone. Each such Swing Line Loan Notice notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000100,000 , and (ii) the requested borrowing date, which shall be a Business Day and (iii) Day. Each such telephonic notice must be confirmed promptly by delivery to the Domestic Borrower that will receive the proceeds of such Swing Line LoanLender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(aSECTION 2.04(A), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the applicable BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Borrowing of Swing Line Loans Borrowing shall be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (x) telephone or (y) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Noticetelephone. Each such Swing Line Loan Notice notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,0001,000,000 or an integral multiple thereof, and (ii) the requested borrowing date, which shall be a Business Day and (iii) Day. Each such telephonic notice must be confirmed promptly by delivery to the Domestic Borrower that will receive the proceeds of such Swing Line LoanLender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the applicable BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. (i) Each Swingline Borrowing of Swing Line Loans shall be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by by: (xA) telephone or (yB) a Swing Line Swingline Loan Notice; provided that any telephonic notice must be confirmed promptly immediately by delivery to the Swing Line Swingline Lender and the Administrative Agent Agent of a Swing Line Swingline Loan Notice. Each such Swing Line Swingline Loan Notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, date of the Borrowing (which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line LoanDay). Promptly after receipt by the Swing Line Swingline Lender of any Swing Line Swingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Swingline Borrowing of Swing Line Loans (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the applicable BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available funds.

Borrowing Procedures. Each (a) The applicable Borrower shall give the Agent a Notice of Borrowing in connection with each request for a borrowing of Swing Line Revolving Loans hereunder in accordance with Section 2.15 hereof. The Agent shall be made upon the Borrower Representative’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (x) telephone or (y) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, (ii) the requested borrowing date, which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line Loan. Promptly after receipt by the Swing Line notify each Lender of any Swing Line Loan NoticeNotice of Borrowing received hereunder. Not later than 11:00 a.m. (prevailing Eastern time), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date specified for each borrowing hereunder, each Lender shall make available to the Agent the amount of the proposed Borrowing of Swing Line Loans (A) directing Revolving Loan to be made by such Lender in accordance with such Lender's Pro Rata Share, in immediately available funds at an account designated by the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, thenAgent. The Agent shall, subject to the terms and conditions hereof, the Swing Line Lender willof this Agreement, not later than 3:00 1:00 p.m. (prevailing Eastern time) on the borrowing date Business Day specified in for such Swing Line Loan Noticeborrowing, make the such amount of its Swing Line Loan available to the applicable Borrowerrequesting Borrower at the Agent's principal United States office or such other place as the Agent and such requesting Borrower may agree. (b) Unless the Agent shall have been notified by any Lender at least one (1) Business Day prior to the date on which any Eurodollar Loan is to be made to any Borrower and not later than 11:00 a.m. (prevailing Eastern time) on the date any Base Rate Loan is to be made, that such Lender does not intend to make available to the Agent such Lender's Pro Rata Share of such borrowing, the Agent may assume that such Lender has made such amount available to the Agent on the date of such Loan and the Agent may, in reliance upon such assumption, make available to the Borrower requesting such Loan a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender, the Agent shall be entitled to recover such corresponding amount on demand from such Lender, which demand shall be made in a reasonably prompt manner. If such Lender does not pay such a corresponding amount forthwith upon the Agent's demand therefor, the Agent shall promptly notify such requesting Borrower and such requesting Borrower shall pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Agent to such requesting Borrower to the date such corresponding amount as recovered by the Agent at a rate per annum equal to the Federal Funds Rate, for the first two (2) Business Days, and thereafter at the rate per annum then in effect with respect to Base Rate Loans. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Agent or such requesting Borrower may have against any Lender as a result of any default by such Lender hereunder.

Borrowing Procedures. Each Borrowing of Swing Line Loans Borrowing shall be made upon the Borrower RepresentativeAdministrative Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (x) telephone or (y) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Noticetelephone. Each such Swing Line Loan Notice notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, which shall be a Business Day and (iii) Day. Each such telephonic notice must be confirmed promptly by delivery to the Domestic Borrower that will receive the proceeds of such Swing Line LoanLender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Administrative Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) the Required Lenders prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender willmay, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the applicable BorrowerBorrowers by crediting the account of the Borrowers on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Swingline Borrowing of Swing Line Loans shall be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by (x) telephone or (y) a Swing Line Swingline Loan Notice; provided that provided, that, any telephonic notice must be 13743030v113743030v2 ​ confirmed promptly by delivery to the Swing Line Swingline Lender and the Administrative Agent of a Swing Line Swingline Loan Notice. Each such Swing Line Swingline Loan Notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. 10:00 a.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, date of the Swingline Borrowing (which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line LoanDay). Promptly after receipt by the Swing Line Swingline Lender of any Swing Line Swingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. 11:00 a.m. on the date of the proposed Swingline Borrowing of Swing Line Loans (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first second sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, may make the amount of its Swing Line Swingline Loan available to the applicable BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available funds.

Borrowing Procedures. (i) Each Borrowing of Swing Line Swingline Loans shall be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by by: (xi) telephone or (yii) a Swing Line Swingline Loan Notice; provided that any telephonic notice must be confirmed promptly immediately by delivery to the Swing Line Swingline Lender and the Administrative Agent of a Swing Line Swingline Loan Notice. Each such Swing Line Swingline Loan Notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (iA) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (iiB) the requested borrowing date, date of the Borrowing (which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line LoanDay). Promptly after receipt by the Swing Line Swingline Lender of any Swing Line Swingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans (A1) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first second sentence of Section 2.04(a), or (B2) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, may make the amount of its Swing Line Swingline Loan available to the applicable BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available funds.

Borrowing Procedures. Each (i) Other than a Swingline Loan Borrowing of Swing Line Loans made pursuant to the Autoborrow Agreement, each Swingline Borrowing shall be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by by: (xii) telephone or (yiii) a Swing Line Swingline Loan Notice; provided that any telephonic notice must be confirmed promptly immediately by delivery to the Swing Line Swingline Lender and the Administrative Agent of a Swing Line Swingline Loan Notice. Each such Swing Line Swingline Loan Notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (iA) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (iiB) the requested borrowing date, date of the Borrowing (which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line LoanDay). Promptly after receipt by the Swing Line Swingline Lender of any Swing Line Swingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Swingline Borrowing of Swing Line Loans (A1) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B2) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the applicable Borrower. (ii) In order to facilitate the borrowing of Swingline Loans, the Borrower and the Swingline Lender may mutually agree to, and are hereby authorized to, enter into an Autoborrow Agreement in form and substance satisfactory to the Administrative Agent and the Swingline Lender (the “Autoborrow Agreement”) providing for the automatic advance by the Swingline Lender of Swingline Loans under the conditions set forth in such agreement, which shall be in addition to the conditions set forth herein. At any time an Autoborrow Agreement is in effect, the requirements for Swingline Borrowings set forth in the immediately preceding paragraph shall not apply, and all Swingline Borrowings shall be made in accordance with the Autoborrow Agreement; provided that any automatic advance made by Bank of America in reliance of the Autoborrow Agreement shall be deemed a Swingline Loan as of the time such automatic advance is made notwithstanding any provision in the Autoborrow Agreement to the contrary. For purposes of determining the Total Revolving Outstandings at any time during which an Autoborrow Agreement is in effect (other than for purposes of calculating unused commitment fees), the Outstanding Amount of all Swingline Loans shall be deemed to be the amount of the Swingline Sublimit. For purposes of any Swingline Borrowing pursuant to the Autoborrow Agreement, all references to Bank of America in the 168881580v11 200207.000113 Autoborrow Agreement shall be deemed to be a reference to Bank of America, in its capacity as Swingline Lender hereunder.

Borrowing Procedures. Each Borrowing of Swing Line Loans Borrowing shall be made upon the Borrower Representative’s Borrower's irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (x) telephone or (y) a Swing Line Loan Notice; provided that any telephonic telephone. Each such notice must be confirmed promptly received by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of Day. Each such telephonic notice must be confirmed promptly by delivery to Swing Line LoanLender and Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to Borrower at its office by crediting the applicable Borroweraccount of Borrower on the books of Swing Line Lender in immediately available funds. Lenders agree that Swing Line Lender may agree to modify the borrowing procedures used in connection with the Swing Line in its discretion and without affecting any of the obligations of Lenders hereunder other than notifying Administrative Agent of a Swing Line Loan Notice.

Borrowing Procedures. Each Borrowing of Swing Line Swingline Loans shall be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by (xA) telephone or (yB) by a Swing Line Swingline Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Swingline Lender and the Administrative Agent of a Swing Line Swingline Loan Notice. Each such Swing Line Swingline Loan Notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000500,000, and (ii) the requested borrowing date, which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line LoanDay. Promptly after receipt by the Swing Line Swingline Lender of any Swing Line Swingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 1:00 p.m. on the date of the proposed Borrowing of Swing Line Swingline Loans (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the applicable Borrower.

Borrowing Procedures. Each Borrowing of Swing Line Loans shall be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (x) telephone or (y) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such Swing Line Loan Notice notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000250,000 and integral multiples of $100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line LoanDay. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V Section 5.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the applicable Borrower. The Swing Line Lender shall not be under any obligation to make a Swing Line Loan if any Lender is at such time a Defaulting Lender, whether on account of a failure to fund its obligations under Section 2.04(c) or otherwise, unless such Lender shall have provided Adequate Assurance.

Borrowing Procedures. Each Borrowing of Swing Line Swingline Loans shall be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by (x) telephone or (y) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Noticetelephone. Each such Swing Line Loan Notice notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000100,000 (or the Dollar Equivalent thereof), (ii) the requested borrowing date, which shall be a Business Day and (iii) whether the Domestic Borrower that will receive Swingline Loan is to be denominated in Dollars or Canadian Dollars.. Each such telephonic notice must be confirmed promptly by delivery to the proceeds Swingline Lender and the Administrative Agent of such Swing Line Loana written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer. Promptly after receipt by the Swing Line Swingline Lender of any Swing Line telephonic Swingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans Swingline Loan (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the applicable Borrower.

Borrowing Procedures. (i) Each Borrowing of U.S. Dollar Facility Swing Line Loans shall Borrowing may, in the sole discretion of the U.S. Dollar Facility Swing Line Lender, be made upon the Borrower RepresentativeU.S. Borrower’s irrevocable notice to the U.S. Dollar Facility Swing Line Lender and the Administrative Agent, which may be given by (x) telephone or (y) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Noticetelephone. Each such Swing Line Loan Notice notice must be received by the U.S. Dollar Facility Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be an amount in Dollars and a minimum principal amount of $100,000100,000 or a whole multiple of $50,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day and (iii) Day. Each such telephonic notice must be confirmed promptly by delivery to the Domestic Borrower that will receive the proceeds of such U.S. Dollar Facility Swing Line LoanLender and the Administrative Agent of a written U.S. Dollar Facility Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the U.S. Borrower. Promptly after receipt by the U.S. Dollar Facility Swing Line Lender of any telephonic U.S. Dollar Facility Swing Line Loan Notice, the U.S. Dollar Facility Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such U.S. Dollar Facility Swing Line Loan Notice and, if not, the U.S. Dollar Facility Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the U.S. Dollar Facility Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of U.S. Dollar Facility Swing Line Loans Borrowing (A) directing the U.S. Dollar Facility Swing Line Lender not to make such U.S. Dollar Facility Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.04(a)(i), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the U.S. Dollar Facility Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such U.S. Dollar Facility Swing Line Loan Notice, make the amount of its U.S. Dollar Facility Swing Line Loan available to the U.S. Borrower at its office by crediting the account of the U.S. Borrower on the books of the U.S. Dollar Facility Swing Line Lender in immediately available funds. (ii) Each Multicurrency Facility Swing Line Borrowing may, in the sole discretion of the Multicurrency Facility Swing Line Lender, be made upon the U.S. Borrower’s or the Canadian Borrower’s irrevocable notice to the Multicurrency Facility Swing Line Lender, the Canadian Agent, which may be given by telephone. Each such notice must be received by the Multicurrency Facility Swing Line Lender, the Canadian Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be an amount in Dollars or Canadian Dollars and a minimum of $100,000 or C$100,000, as applicable, or a whole multiple of $50,000 or C$50,000, as applicable, in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Multicurrency Facility Swing Line Lender, the Canadian Agent of a written Multicurrency Facility Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the applicable Borrower. Promptly after receipt by the Multicurrency Facility Swing Line Lender of any telephonic Multicurrency Facility Swing Line Loan Notice, the Multicurrency Facility Swing Line Lender will confirm with the Canadian Agent (by telephone or in writing) that the Canadian Agent have also received such Multicurrency Facility Swing Line Loan Notice and, if not, the Multicurrency Facility Swing Line Lender will notify the Canadian Agent (by telephone or in writing) of the contents thereof. Unless the Multicurrency Facility Swing Line Lender has received notice (by telephone or in writing) from the Canadi an Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Multicurrency Facility Swing Line Borrowing (A) directing the Multicurrency Facility Swing Line Lender not to make such Multicurrency Facility Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a)(ii), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Multicurrency Facility Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Multicurrency Facility Swing Line Loan Notice, make the amount of its Multicurrency Facility Swing Line Loan available to the applicable BorrowerBorrower at its office by crediting the account of the applicable Borrower on the books of the Multicurrency Facility Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Borrowing (A) In order to effect a Loan under the Revolving Credit Facility, an authorized officer of Swing Line Loans each of the Borrowers shall be made upon the Borrower Representative’s give Agent irrevocable written notice (in form and substance acceptable to the Swing Line Lender and the Administrative Agent, which may be given ) or irrevocable telephone notice (immediately confirmed by (xsuch written notice by facsimile) telephone or (y) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. 11:00 a.m., Chicago time, on (i) the proposed borrowing date in the case of Prime Rate Loans, and (ii) the second Business Day prior to the proposed borrowing date in the case of LIBOR Loans (the "NOTICE OF BORROWING"). Borrowers hereby authorize Agent and each Lender to extend advances and make Loans to Borrowers based on written or telephone notice from an authorized officer of Borrowers. Each Notice of Borrowing shall specify the principal amount of the Loan to be made pursuant to such borrowing and the date of such borrowing (which shall be a Business Day), that the Loans are under the Revolving Credit Facility, whether the Loans being made pursuant to such borrowing are to be maintained as Prime Rate Loans or LIBOR Loans and, if LIBOR Loans, the initial Interest Period to be applicable thereto. Promptly after receipt of such request, the Agent shall advise each Lender thereof. Not later than 2:30 p.m., Chicago time, on the date of a proposed borrowing, each Lender shall provide Agent, at the principal office of Agent in Chicago, with immediately available funds equal to such Lender's pro rata share of the borrowing, and subject to receipt by the Agent of the documents required under Section 2.11(B) with respect to such borrowing, if any are required, Agent shall pay over such funds received by it to Borrowers on the requested borrowing date. (B) In order to effect a Term Loan at any time prior to the Amortization Commencement Date, and an authorized officer of each of the Borrowers shall specify give Agent a Notice of Borrowing not later than 11:00 a.m., Chicago time, on (i) the amount to be borrowedproposed borrowing date in the case of Prime Rate Loans, which shall be a minimum principal amount of $100,000, and (ii) the requested second Business Day prior to the proposed borrowing date, date in the case of LIBOR Loans. Borrowers hereby authorize Agent and each Lender to extend advances and make Loans to Borrowers based on written or telephone notice from an authorized officer of Borrowers. Each Notice of Borrowing shall specify the principal amount of the Loan to be made pursuant to such borrowing and the date of such borrowing (which shall be a Business Day and (iii) Day), that the Domestic Borrower that will receive Loans are a Term Loan, whether the proceeds of Loans being made pursuant to such Swing Line Loanborrowing are to be maintained as Prime Rate Loans or LIBOR Loans and, if LIBOR Loans, the initial Interest Period to be applicable thereto. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Noticesuch request, the Swing Line Agent shall advise each Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. Not later than 2:30 p.m., Chicago time, on the date of a proposed borrowing, each Lender shall provide Agent, at the proposed Borrowing principal office of Swing Line Loans (A) directing the Swing Line Lender not Agent in Chicago, with immediately available funds equal to make such Swing Line Loan as a result Lender's pro rata share of the limitations set forth in borrowing, and subject to receipt by the first proviso Agent of the documents required under Section 2.11(B) with respect to such borrowing, if any are required, Agent shall pay over such funds received by it to Borrowers on the requested borrowing date. The Term Loan shall only be subject to borrowing on or prior to the first sentence Amortization Commencement Date and the commitment of Section 2.04(a), or (B) that one or more each Lender with respect to such term loan facilities shall expire and terminate as of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the applicable BorrowerAmortization Commencement Date.

Borrowing Procedures. Each Borrowing of Swing Line Loans Borrowing shall be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (xA) telephone or (yB) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, (ii) the requested borrowing date, which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of whether such Swing Line LoanLoan shall be a Base Rate Loan or a Loan bearing interest at a rate mutually agreed to by the Swing Line Lender and the Borrower. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the applicable BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Borrowing of Swing Line Loans Borrowing shall be made upon the Borrower Representative’s Borrower's irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (x) telephone or (y) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Noticetelephone. Each such Swing Line Loan Notice notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, which shall be a Business Day and (iii) Day. Each such telephonic notice must be confirmed promptly by delivery to the Domestic Borrower that will receive the proceeds of such Swing Line LoanLender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section SECTION 2.04(a), or (B) that one or more of the applicable conditions specified in Article V ARTICLE IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the applicable BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Swingline Borrowing of Swing Line Loans shall be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by by: (xA) telephone telephone, or (yB) a Swing Line Swingline Loan Notice; provided that provided, that, any telephonic notice must be confirmed promptly immediately by delivery to the Swing Line Swingline Lender and the Administrative Agent of a Swing Line Swingline Loan Notice. Each such Swing Line Swingline Loan Notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 12:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, date of the Borrowing (which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line LoanDay). Promptly after receipt by the Swing Line Swingline Lender of any Swing Line Swingline Loan Notice, the Swing Line 1204724.01-CHISR02A - MSW CHAR1\1886837v5 Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 1:00 p.m. on the date of the proposed Swingline Borrowing of Swing Line Loans (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 2:00 p.m. on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the applicable BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available funds.

Borrowing Procedures. (i) Each Swingline Borrowing of Swing Line Loans shall be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by (x) telephone or (y) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Noticetelephone. Each such Swing Line Loan Notice notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, date of the Borrowing (which shall be a Business Day Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and (iii) the Domestic Borrower that will receive Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the proceeds of such Swing Line LoanBorrower. Promptly after receipt by the Swing Line Swingline Lender of any Swing Line telephonic Swingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Swingline Borrowing of Swing Line Loans (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the applicable Borrower.

Borrowing Procedures. Each Borrowing of Swing Line Loans To request a Swingline Loan, the applicable US Borrower shall be made upon notify the Borrower Representative’s irrevocable notice Swingline Lender (with a copy to the Swing Line Lender and the Administrative Agent, which may be given ) of such request by (x) telephone or (y) a Swing Line Swingline Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan NoticeRequest. Each such Swing Line Loan Notice notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 12:00 p.m. on the requested borrowing date, day of a proposed Swingline Loan and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,00050,000, and (ii) the requested borrowing date, which shall be a Business Day and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line Loan. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereofDay. Unless the Swing Line Swingline Lender has received written notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lenderthe Required Lenders) prior to 2:00 12:00 p.m. on the date of the proposed Swingline Loan Borrowing of Swing Line Loans (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.24(a), or (B) that one or more of the applicable conditions specified in Article V Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 4:00 p.m. on the borrowing date specified in such Swing Line Swingline Loan NoticeRequest, make the amount of its Swing Line Swingline Loan available to thesuch US Borrower. The Swingline Lender shall make each applicable Swingline Loan available to the applicable BorrowerUS Borrower by means of a credit to the account designated in the related Swingline Loan Request or otherwise in accordance with the instructions of thesuch US Borrower (including, in the case of a Swingline Loan made to finance the reimbursement of any LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).

Borrowing Procedures. Each Borrowing of Swing Line Loans Borrowing shall be made upon the Borrower RepresentativeBorrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by (x) telephone or (y) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Noticetelephone. Each such Swing Line Loan Notice notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 2:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,0001,000,000, and (ii) the requested borrowing date, which shall be a Business Day and (iii) Day. Each such telephonic notice must be confirmed promptly by delivery to the Domestic Borrower that will receive the proceeds of such applicable Swing Line LoanLender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the applicable Swing Line Lender of any telephonic Swing Line Loan Notice, the such Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans Borrowing (A) directing the such Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.05(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the such Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the applicable BorrowerBorrower at its office by crediting the account of the Borrower on the books of such Swing Line Lender in immediately available funds.