Common use of Borrowing Procedures Clause in Contracts

Borrowing Procedures. Each Swingline Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Lender and the Administrative Agent by delivery to the Swingline Lender and the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each such notice must be received by the Swingline Lender and the Administrative Agent not later than 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 of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swingline Lender of any Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent prior to 3:00 p.m. (New York time) on the date of the proposed Swingline Borrowing (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in this Article II, or (B) that one or more of the applicable conditions specified in 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 Swingline Lender will, not later than 4:00 p.m. (New York time) on the borrowing date specified in such Loan Notice, make the amount of its Swingline Loan available to the Borrower 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 shall be made upon the BorrowerComnpany’s irrevocable notice to the Swingline Lender and the Administrative Agent Agent, which may be given by: (ii) telephone or (iii) a Swingline Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each such notice Swingline Loan Notice must be received by the Swingline Lender and the Administrative Agent not later than 2:00 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 of $100,000, and (iiB) the requested borrowing date, date of the Borrowing (which shall be a Business Day). Promptly after receipt by the Swingline Lender of any Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 2:00 p.m. (New York time) on the date of the proposed Swingline Borrowing (A1) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in this Article IIthe first proviso to the first sentence of Section 2.04(a), or (B2) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 4:00 3:00 p.m. (New York time) on the borrowing date specified in such Swingline Loan NoticeNotice may, make the amount of its Swingline Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available fundsSame Day Funds.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice by a Borrower to the Swingline Swing Line Lender and the Administrative Agent Agent, which may be given by (x) telephone or (y) by a Swing Line Advance Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Loan Swing Line Advance Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each such notice Swing Line Advance Notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 2:00 than, in the case of Swing Line Advances, 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 of $100,000500,000 or CND$500,000, as applicable, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swingline Swing Line Lender of any Loan telephonic Swing Line Advance Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Loan Swing Line Advance Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 3:00 p.m. (New York time) on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Loan Swing Line Advance as a result of the limitations set forth in this Article IIthe first proviso to the first sentence of Section 2.03(a), or (B) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender willmay, not later than 4:00 p.m. (New York time) on the borrowing date specified in such Loan Swing Line Advance Notice, make the amount of its Swingline Loan Swing Line Advance available to the applicable Borrower at its office by crediting the account of the such Borrower on the books of the Swingline Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall may, in the Swing Line Lender’s discretion, be made upon the Lead Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent Agent, which may be given by delivery to the Swingline Lender and the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrowertelephone. Each such notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 2:00 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 of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Lead Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swing Line Loan Notice, the Swingline 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 Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent at the request of the Required Lenders prior to 3:00 2:00 p.m. (New York time) on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in this Article IIthe proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender willmay, not later than 4:00 p.m. (New York time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower at its office Borrowers either by (i) crediting the account of the Lead Borrower on the books of Bank of America with the Swingline amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Swing Line Lender by the Lead Borrower; provided, however, that if, on the date of the proposed Swing Line Loan, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in immediately full of any such L/C Borrowings, and second, shall be made available fundsto the Borrowers as provided above.

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

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

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the applicable Borrower’s irrevocable written notice to the Swingline Swing Line Lender and the Administrative Agent by delivery to the Swingline Lender and the Administrative Agent of a written Loan NoticeAgent, appropriately completed and signed by a Responsible Officer of the Borrowerwhich may be delivered electronically. Each such notice must be in the form of a Swing Line Loan Notice and be received by the Swingline Swing Line Lender and the Administrative Agent not later than 2:00 p.m. (New York time) 1:00 p.m., Local Time, 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 in an aggregate amount that is an integral multiple of $100,000the Borrowing Multiple and not less than the Borrowing Minimum, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swingline Swing Line Lender of any Swing Line Loan Notice, the Swingline 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 Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Facility Lender) prior to 3:00 p.m. (New York time) 2:00 p.m., Local Time, on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in this Article IIthe proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 Article V is not then satisfiedsatisfied or waived (and one or more such conditions are not in fact satisfied or waived), then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 4:00 p.m. (New York time) 3:00 p.m., Local Time, on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the such Borrower at its office in immediately available funds either by (i) crediting the account of the such Borrower on the books of the Swingline Swing Line Lender with the amount of such funds or (ii) wire transfer of such funds, in immediately available fundseach case in accordance with instructions provided to the Swing Line Lender by such Borrower.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the BorrowerCompany’s irrevocable notice to the Swingline Administrative Agent, who shall then immediately notify each of the Swing Line Lenders, which may be given by telephone; provided that (i) in the case of any Swing Line Borrowing denominated in Euros to be made on a day that is a Business Day for Swing Line Loans denominated in Euros but not for Swing Line Loans denominated in Dollars, the irrevocable notice shall be made in writing (and not by telephone) and shall be provided to each Swing Line Lender and providing Swing Line Loans denominated in Euros (with a copy to the Administrative Agent Agent) and (ii) any telephonic notice must be confirmed immediately by delivery to the Swingline Lender and the Administrative Agent (for distribution to the Swing Line Lenders) of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Borrowing Officer of the BorrowerCompany. Each such notice must be received by (x) in the Swingline Lender and case of Swing Line Loans denominated in Dollars, the Administrative Agent not later than 2:00 p.m. (New York City time on the requested borrowing date or (y) in the case of Swing Line Loans denominated in Euros, the Administrative Agent (or, if such request is made at a time with respect to which proviso (i) of the immediately preceding sentence applies, each applicable Swing Line Lender) not later than 12:00 Noon London time) , on the requested borrowing date, and each such notice shall specify (i) specify the amount to be borrowed, which shall be a minimum of $100,000500,000 or €500,000, and as applicable, (ii) specify the requested borrowing date, which shall be a Business Day. Promptly after receipt by , (iii) include a representation from the Swingline Lender Company that all of any the conditions to the making of a Swing Line Loan Notice, (including the Swingline Lender will confirm provisions of Section 2.04(a) above and of Article IV) are satisfied for the making of such Swing Line Loan and (iv) in the case of Swing Line Loans denominated in Euros made at a time with the Administrative Agent respect to which proviso (by telephone or in writing) that the Administrative Agent has also received such Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writingi) of the contents thereofimmediately preceding sentence applies, (A) information regarding the Borrower’s account for deposit of such Swing Line Loan, (B) a list of authorized signatories for the Borrower with sample signatures for each such authorized Person and (C) contact information for at least two individuals at the Borrower who can be contacted with respect to such request. Unless the Swingline applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 3:00 2:15 p.m. (New York time) City time on the date of any proposed Swing Line Borrowing in Dollars or prior to 1:00 p.m. London time on the date of any proposed Swingline Swing Line Borrowing in Euros (A) directing the Swingline such Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in this Article IIthe proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline such Swing Line Lender will, not later than 4:00 3:00 p.m. (New York time) City time on the borrowing date specified in such Swing Line Loan NoticeNotice in the case of Swing Line Loans denominated in Dollars and 2:00 p.m. London time on the borrowing date specified in such Swing Line Loan Notice in the case of Swing Line Loans denominated in Euros, make the amount of its Swingline Swing Line Loan available to the Borrower Company at its office by crediting the account of the Borrower Company on the books of the Swingline such Swing Line Lender in immediately available fundsSame Day Funds.

Borrowing Procedures. Each Swingline Borrowing shall be made upon the applicable Borrower’s irrevocable notice to the Swingline Lender and the Administrative Agent Agent, which may be given by delivery to the Swingline Lender and the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrowertelephone. Each such notice must be received by the Swingline Lender and the Administrative Agent not later than 2:00 3:00 p.m. (New York time) on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,0001,000,000, and (ii) the requested borrowing date, which shall be a Business 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 Tenor of the Swingline Loan to be borrowed and (iv) the duration with respect thereto. Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 3:00 4:00 p.m. (New York time) on the date of the proposed Swingline Borrowing (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in this Article IIthe proviso to the first sentence of Section 2.03(a), or (B) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 4:00 p.m. (New York time) on the borrowing date specified in such Swingline Loan Notice, make the amount of its Swingline Loan available to the applicable Borrower at its office by crediting wire transfer to the account of specified by the Borrower on the books of the Swingline Lender in immediately available fundsapplicable Borrower.

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

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s Xxxxxxxxx’x irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent Agent, which may be given by delivery to the Swingline Lender and the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrowertelephone. Each such notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 2:00 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 of $100,0001,000,000 or a whole multiple of $100,000 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 Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of Xxxxxxxxx. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swing Line Loan Notice, the Swingline 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 Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 3:00 2:00 p.m. (New York time) on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in this Article IIthe first proviso to the first sentence of Section 2.05(a), or (B) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 4:00 3:00 p.m. (New York time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower Xxxxxxxxx at its office by crediting the account of the Borrower Xxxxxxxxx on the books of the Swingline Swing Line Lender in immediately available fundsSame Day Funds.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline each applicable Swing Line Lender and the Administrative Agent Agent, which may be given by delivery to the Swingline Lender and the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrowertelephone. Each such notice must be received by the Swingline each such Swing Line Lender and the Administrative Agent not later than 2:00 p.m. (New York time) on the requested borrowing date, and shall specify (i) the Swing Line Lender or the Swing Line Lenders that are requested to provide the requested Swing Line Borrowing, (ii) the amount to be borrowedborrowed from each such Swing Line Lender, which which, in each case, shall be a minimum of $100,000, 100,000 and (iiiii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to each such Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by or on behalf of the Borrower. Promptly after receipt by the Swingline each such Swing Line Lender of any telephonic Swing Line Loan Notice, the Swingline each 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 Swingline each such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline a Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 3:00 p.m. (New York time) on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline such Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in this Article IIthe proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline such Swing Line Lender will, not later than 4:00 p.m. (New York time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available fundsBorrower.

Borrowing Procedures. Each Swingline Borrowing Loan shall be made upon the Borrower’s irrevocable notice to the Swingline Lender and the Administrative Agent Agent, which may be given by (A) telephone or (B) a Swingline Loan Notice; provided that any telephonic notice shall be irrevocable and must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each such notice must be received by the Swingline Lender and the Administrative Agent not later than 2:00 p.m. (1:00 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 of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swingline Lender of any Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 p.m. (2:00 p.m., New York City time) , on the date of the proposed Swingline Borrowing Loan (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in this Article II, the first proviso to the first sentence of Section 2.04(a) or (B) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 4:00 p.m. (3:00 p.m., New York City time) , on the borrowing date specified in such Swingline Loan Notice, make the amount of its Swingline Loan available to the Borrower 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 shall be made upon the Borrower’s irrevocable notice to the Swingline Lender and the Administrative Agent Agent, which may be given by: (ii) telephone or (iii) a Swingline Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each such notice Swingline Loan Notice must be received by the Swingline Lender and the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (New York London time) on the requested borrowing date, and shall specify (iA) the amount to be borrowed, which shall be a minimum of $100,000, and (iiB) the requested borrowing date, date of the Borrowing (which shall be a Business Day). Promptly after receipt by the Swingline Lender of any Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 p.m. 11:00 a.m. (New York London time) on the date of the proposed Swingline Borrowing (A1) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in this Article IIthe first proviso to the first sentence of Section 2.04(a), or (B2) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 4:00 p.m. (New York time) on the borrowing date specified in such Loan Notice, may make the amount of its Swingline Loan available to the Borrower 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 Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent Agent, which may be given by (i) telephone, (ii) by a Swing Line Loan Notice, provided that any telephonic notice must be confirmed promptly by delivery to the Swingline 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. Each such notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 2:00 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 of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. 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 Swingline Swing Line Lender of any telephonic Swing Line Loan Notice, the Swingline 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 Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 3:00 2:00 p.m. (New York time) on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in this Article IIthe first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 4:00 3:00 p.m. (New York time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swingline Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline applicable Swing Line Lender and the Administrative Agent which may be given (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swingline 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. Each such notice Swing Line Loan Notice must be received by the Swingline applicable Swing Line Lender and the Administrative Agent not later than 2:00 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 of $100,000, and (iiB) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swingline such Swing Line Lender of any Swing Line Loan Notice, the Swingline 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 Swingline such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline applicable 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 3:00 2:00 p.m. (New York time) on the date of the proposed Swingline Swing Line Borrowing (Ai) directing the Swingline such Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in this Article II, the first proviso to the first sentence of Section 2.04(a) or (Bii) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline such Swing Line Lender will, not later than 4:00 3:00 p.m. (New York time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swingline such Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent Agent, which may be given by (A) telephone or (B) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swingline 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. Each such notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 2:00 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 of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. 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 Swingline Swing Line Lender of any telephonic Swing Line Loan Notice, the Swingline 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 Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 3:00 2:00 p.m. (New York time) on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in this Article IIthe first proviso to the first sentence of Section 2.05(a), or (B) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 4:00 3:00 p.m. (New York time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available fundsBorrower.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent Agent, which may be given by (A) telephone, or (B) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swingline 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. Each such notice Swing Line Loan Notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 2:00 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 of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swingline Swing Line Lender of any Swing Line Loan Notice, the Swingline 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 Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 3:00 2:00 p.m. (New York time) on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in this Article IIthe first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 4:00 3:00 p.m. (New York time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower at its office by crediting on the books of the Swing Line Lender or wire transferring to, as applicable, the account of the Borrower on the books of the Swingline Lender specified in such Swing Line Loan Notice in immediately available funds.

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

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

Borrowing Procedures. Each Borrowing of Swingline Borrowing Loans shall be made upon the Borrower’s irrevocable notice to the Swingline Lender and the Administrative Agent Agent, which may be given by: (i) telephone or (ii) a Swingline Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each such notice Swingline Loan Notice must be received by the Swingline Lender and the Administrative Agent not later than 2:00 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 of $100,000, and (iiB) the requested borrowing date, date of the Borrowing (which shall be a Business Day). Promptly after receipt by the Swingline Lender of any Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 2:00 p.m. (New York time) on the date of the proposed Swingline Borrowing (A1) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in this Article IIthe first proviso to the first sentence of Section 2.04(a), or (B2) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 4:00 p.m. (New York time) on the borrowing date specified in such Loan Noticemay, make the amount of its Swingline Loan available to the Borrower 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’s 's irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent Agent, which may be given by delivery to the Swingline Lender and the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrowertelephone. Each such notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 2:00 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 of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. 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 Swingline Swing Line Lender of any telephonic Swing Line Loan Notice, the Swingline 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 Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 3:00 2:00 p.m. (New York time) on the date of the proposed Swingline Borrowing of Swing Line Loans (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in this Article IIthe proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 4:00 3:00 p.m. (New York time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available fundsBorrower.

Borrowing Procedures. Each borrowing of Swingline Borrowing Loans shall be made upon the BorrowerCompany’s irrevocable notice to the Swingline Lender and the Administrative Agent Agent, which may be given by: (A) telephone or (B) a Swingline Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each such notice Swingline Loan Notice must be received by the Swingline Lender and the Administrative Agent not later than 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 of $100,000, and (ii) the requested borrowing date, date of the Swingline Loan (which shall be a Business Day). Promptly after receipt by the Swingline Lender of any Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the 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 3:00 p.m. (New York time) on the date of the proposed borrowing of Swingline Borrowing Loans (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in this Article IIthe first proviso to the first sentence of Section 2.4(a), or (B) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 4:00 3:00 p.m. (New York time) on the borrowing date specified in such Swingline Loan Notice, make the amount of its Swingline Loan available to the Borrower Company at its office by crediting the account of the Borrower Company on the books of the Swingline Lender in immediately available fundsSame Day Funds.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent Agent, which may be given by (A) telephone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swingline 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. Each such notice Swing Line Loan Notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 2:00 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 of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swingline Swing Line Lender of any Swing Line Loan Notice, the Swingline 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 Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Dollar Tranche Lender) prior to 3:00 2:00 p.m. (New York time) on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in this Article IIthe first proviso to the first sentence of Section 2.3(a), or (B) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 Article VII is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 4:00 3:00 p.m. (New York time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swingline Swing Line Lender in immediately available fundsSame 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. (i) Each Swingline Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Lender and the Administrative Agent Agent, which may be given by delivery to the Swingline Lender and the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrowertelephone. Each such notice must be received by the Swingline Lender and the Administrative Agent not later than 2:00 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 of $100,000, and (ii) the requested borrowing date, date of the Borrowing (which shall be a Business 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, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 3:00 2:00 p.m. (New York time) on the date of the proposed Swingline Borrowing (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in this Article IIthe first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 4:00 3:00 p.m. (New York time) on the borrowing date specified in such Swingline Loan Notice, make the amount of its Swingline Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available fundsBorrower.

Borrowing Procedures. Each Borrowing of Swingline Borrowing Loans shall be made upon the Borrower’s irrevocable notice to the Swingline Lender and the Administrative Agent Agent, which may be given by delivery to the (A) a Swingline Lender and the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the BorrowerNotice or (B) telephone. Each such notice must be received by the Swingline Lender and the Administrative Agent not later than 2:00 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 $100,000100,000 and integral multiples of $100,000 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 Swingline Lender and the Administrative Agent of a Swingline Loan Notice. Promptly after receipt by the Swingline Lender of any Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 3:00 2:00 p.m. (New York time) on the date of the proposed Borrowing of Swingline Borrowing Loans (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in this Article IIthe first proviso to the first sentence of Section 2.04(a), or (B) that one (1) or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 Article V is not then satisfiedsatisfied (or waived in accordance with Section 11.01), then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 4:00 3:00 p.m. (New York time) on the borrowing date specified in such Swingline Loan Notice, make the amount of its Swingline Loan available to the Borrower 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 Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent Agent, which may be given by telephone. Each such notice(A) telephone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swingline 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. Each such notice Swing Line Loan Notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 2:00 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 of $100,000100,000 (and any amount in excess thereof shall be an integral multiple of $25,000), and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swing Line Loan Notice, the Swingline 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 Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 3:00 2:00 p.m. (New York time) on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in this Article IIthe first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 4:00 3:00 p.m. (New York time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available fundsBorrower.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline applicable Swing Line Lender and the Administrative Agent which may be given (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swingline 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. Each such notice Swing Line Loan Notice must be received by the Swingline applicable Swing Line Lender and the Administrative Agent not later than 2:00 p.m. (New York time) on the requested borrowing date, and shall specify (iA) the amount to be borrowed, which shall be a minimum of $100,000, and (iiB) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swingline such Swing Line Lender of any Swing Line Loan Notice, the Swingline 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 Swingline such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline applicable 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 3:00 2:00 p.m. (New York time) on the date of the proposed Swingline Swing Line Borrowing (Ai) directing the Swingline such Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in this Article II, the first proviso to the first sentence of Section 2.04(a) or (Bii) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline such Swing Line Lender will, not later than 4:00 3:00 p.m. (New York time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swingline such Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Borrowing of Swingline Borrowing Loans shall be made upon the Borrower’s irrevocable notice to the Swingline Lender and the Administrative Agent Agent, which may be given by delivery to the Swingline Lender and the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrowertelephone. Each such notice must be received by the Swingline Lender and the Administrative Agent not later than 2:00 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 of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Lender of any telephonic Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent prior to 3:00 2:00 p.m. (New York time) on the date of the proposed Borrowing of Swingline Borrowing Loans (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in this Article II, or (B) that one or more of the applicable conditions specified in 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 Swingline Lender will, not later than 4:00 3:00 p.m. (New York time) on the borrowing date specified in such Loan Notice, make the amount of its Swingline Loan available to the 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 immediately available fundseach case, in accordance with written instructions provided to the Swingline Lender by the Borrower.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent Agent, which may be given by (A) telephone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swingline 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. Each such notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 2:00 p.m. (New York time) 10:00 a.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. 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 Swingline Swing Line Lender of any telephonic Swing Line Loan Notice, the Swingline 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 Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 3:00 p.m. (New York time) 11:00 a.m. on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in this Article IIthe first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 4:00 12:00 p.m. (New York time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swingline Swing Line Lender in immediately available funds.

Borrowing Procedures. Each To request a Swingline Borrowing Loan, the US Borrower shall be made upon the Borrower’s irrevocable notice to notify the Swingline Lender and (with a copy to the Administrative Agent by delivery to the Swingline Lender and the Administrative Agent Agent) of a written Loan Notice, appropriately completed and signed such request by a Responsible Officer of the BorrowerSwingline Loan Request. Each such notice must be received by the Swingline Lender and the Administrative Agent not later than 2:00 3:00 p.m. (New York time) 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 of $100,00050,000, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swingline Lender of any Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received written notice (by telephone or in writing) from the Administrative Agent (at the request of the Required Revolving Lenders) prior to 3:00 p.m. (New York time) on the date of the proposed Swingline Loan Borrowing (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in this Article IIthe first proviso to the first sentence of Section 2.24(a), or (B) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 4:00 p.m. (New York time) on the borrowing date specified in such Swingline Loan NoticeRequest, make the amount of its Swingline Loan available to the US Borrower. The Swingline Lender shall make each applicable Swingline Loan available to the US Borrower at its office by crediting 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 on (including, in the books case of a Swingline Loan made to finance the Swingline Lender reimbursement of any LC Disbursement as provided in immediately available fundsSection 2.05(e), by remittance to the applicable Issuing Bank).

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent Agent, which may be given by delivery to the Swingline Lender and the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrowertelephone (confirmed in writing). Each such notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 2:00 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 of $100,000250,000, and (ii) the requested borrowing date, which shall be a Business Day. 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 Swingline Swing Line Lender of any telephonic Swing Line Loan Notice, the Swingline 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 Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 3:00 2:00 p.m. (New York time) on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in this Article IIthe proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 4:00 3:00 p.m. (New York time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swingline Swing Line Lender in immediately available funds.

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

Borrowing Procedures. Each To request a Swingline Borrowing Loan, the US Borrower shall be made upon the Borrower’s irrevocable notice to notify the Swingline Lender and (with a copy to the Administrative Agent by delivery to the Swingline Lender and the Administrative Agent Agent) of a written Loan Notice, appropriately completed and signed such request by a Responsible Officer of the BorrowerSwingline Loan Request. Each such notice must be received by the Swingline Lender and the Administrative Agent not later than 2:00 12:00 p.m. (New York time) 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 of $100,00050,000, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swingline Lender of any Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received written notice (by telephone or in writing) from the Administrative Agent (at the request of the Required Lenders) prior to 3:00 12:00 p.m. (New York time) on the date of the proposed Swingline Loan Borrowing (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in this Article IIthe first proviso to the first sentence of Section 2.24(a), or (B) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 4:00 p.m. (New York time) on the borrowing date specified in such Swingline Loan NoticeRequest, make the amount of its Swingline Loan available to the US Borrower. The Swingline Lender shall make each applicable Swingline Loan available to the US Borrower at its office by crediting 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 on (including, in the books case of a Swingline Loan made to finance the Swingline Lender reimbursement of any LC Disbursement as provided in immediately available fundsSection 2.05(e), by remittance to the applicable Issuing Bank).

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent Agent, which may be given by (A) telephone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swingline 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. Each such notice Swing Line Loan Notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 2:00 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 of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swingline Swing Line Lender of any Swing Line Loan Notice, the Swingline 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 Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 3:00 2:00 p.m. (New York time) on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in this Article IIthe first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 4:00 3:00 p.m. (New York time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower at its office either by (i) crediting the account of the Borrower on the books of the Swingline Swing Line Lender with the amount of such funds or (ii) wire transfer of such funds, in immediately available fundseach case in accordance with the instructions provided by the Borrower in the Borrower Remittance Instructions.

Borrowing Procedures. (i) Each Swingline Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Lender and the Administrative Agent Agent, which may be given by: (ii) telephone or (iii) a Swingline Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each such notice Swingline Loan Notice must be received by the Swingline Lender and the Administrative Agent not later than 2:00 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 of $100,000, and (iiB) the requested borrowing date, date of the Borrowing (which shall be a Business Day). Promptly after receipt by the Swingline Lender of any Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 3:00 2:00 p.m. (New York time) on the date of the proposed Swingline Borrowing (A1) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in this Article IIthe first proviso to the first sentence of Section 2.04(a), or (B2) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 4:00 3:00 p.m. (New York time) on the borrowing date specified in such Swingline Loan Notice, make the amount of its Swingline Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available fundsSame Day Funds.

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

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable written notice to the Swingline Swing Line Lender and the Administrative Agent by delivery to the Swingline Lender and the Administrative Agent of a written Loan NoticeAgent, appropriately completed and signed by a Responsible Officer of the Borrowerwhich may be delivered electronically. Each such notice must be in the form of a Swing Line Loan Notice and be received by the Swingline Swing Line Lender and the Administrative Agent not later than 2:00 p.m. (New York time) 1:00 p.m., Local Time, 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 in an aggregate amount that is an integral multiple of $100,000the Borrowing Multiple and not less than the Borrowing Minimum, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swingline Swing Line Lender of any Swing Line Loan Notice, the Swingline 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 Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Facility Lender) prior to 3:00 p.m. (New York time) 2:00 p.m., Local Time, on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in this Article IIthe proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 Article V is not then satisfiedsatisfied or waived (and one or more such conditions are not in fact satisfied or waived), then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 4:00 p.m. (New York time) 3:00 p.m., Local Time, on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower at its office in immediately available funds either by (i) crediting the account of the Borrower on the books of the Swingline Swing Line Lender with the amount of such funds or (ii) wire transfer of such funds, in immediately available fundseach case in accordance with instructions provided to the Swing Line Lender by the Borrower.

Borrowing Procedures. Each Swingline Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Lender and the Administrative Agent Agent, which may be given by: (A) telephone or (B) a Swingline Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each such notice Swingline Loan Notice must be received by the Swingline Lender and the Administrative Agent not later than 2:00 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 of $100,000, and (ii) the requested borrowing date, date of the Borrowing (which shall be a Business Day). Promptly after receipt by the Swingline Lender of any Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 2:00 p.m. (New York time) on the date of the proposed Swingline Borrowing (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in this Article IIthe first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 4:00 3:00 p.m. (New York time) on the borrowing date specified in such Swingline Loan Notice, make the amount of its Swingline Loan available to the Borrower 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 shall be made upon the Borrower’s irrevocable notice to the Swingline Lender and the Administrative Agent Agent, which may be given by: (A) telephone, or (B) a Swingline Loan Notice; provided, that, any telephonic notice must be confirmed immediately by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each such notice Swingline Loan Notice must be received by the Swingline Lender and the Administrative Agent not later than 2:00 12:00 p.m. (New York time) on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested borrowing date, date of the Borrowing (which shall be a Business Day). Promptly after receipt by the Swingline Lender of any Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 1:00 p.m. (New York time) on the date of the proposed Swingline Borrowing (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in this Article IIthe first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 4:00 2:00 p.m. (New York time) on the borrowing date specified in such Swingline Loan Notice, make the amount of its Swingline Loan available to the Borrower 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 shall be made upon the Borrower’s irrevocable notice to the Swingline Lender and the Administrative Agent Agent, which may be given by: (i) telephone or (ii) a Swingline Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each such notice Swingline Loan Notice must be received by the Swingline Lender and the Administrative Agent not later than 2:00 p.m. (New York time) on the requested borrowing date, and shall specify (iA) the amount to be borrowed, which shall be a minimum of $100,000, and (iiB) the requested borrowing date, date of the Borrowing (which shall be a Business Day). Promptly after receipt by the Swingline Lender of any Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 p.m. (New York time) on the date of the proposed Swingline Borrowing (A1) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in this Article IIthe first proviso to the first sentence of Section 2.04(a), or (B2) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 4:00 p.m. (New York time) on the borrowing date specified in such Loan Noticemay, make the amount of its Swingline Loan available to the Borrower 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 Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline applicable Swing Line Lender and the Administrative Agent which may be given (A) by telephone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swingline 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. Each such notice Swing Line Loan Notice must be received by the Swingline applicable Swing Line Lender and the Administrative Agent not later than 2:00 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 of $100,000500,000, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swingline such Swing Line Lender of any Swing Line Loan Notice, the Swingline 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 Swingline such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline applicable 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 3:00 2:00 p.m. (New York time) on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline such Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in this Article II, the first proviso to the first sentence of Section 2.04(a) or (B) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 4.03 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline such Swing Line Lender will, not later than 4:00 3:00 p.m. (New York time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swingline such Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Swingline Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Lender and the Administrative Agent Agent, which may be given by: (i) telephone or (ii) a Swingline Loan Notice; provided, that, any telephonic notice must be confirmed immediately by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each such notice Swingline Loan Notice must be received by the Swingline Lender and the Administrative Agent not later than 2:00 12:00 p.m. (New York time) on the requested borrowing date, and shall specify (iA) the amount to be borrowed, which shall be a minimum of $100,000, and (iiB) the requested borrowing date, date of the Borrowing (which shall be a Business Day). Promptly after receipt by the Swingline Lender of any Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 1:00 p.m. (New York time) on the date of the proposed Swingline Borrowing (A1) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in this Article IIthe first proviso to the first sentence of Section 2.04(a), or (B2) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 4:00 2:00 p.m. (New York time) on the borrowing date specified in such Swingline Loan Notice, make the amount of its Swingline Loan available to the Borrower 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 Swingline Borrowing Loans shall be made upon the Borrower’s irrevocable notice to the Swingline Lender and the Administrative Agent Agent, which may be given by: (i) telephone or (ii) a Swingline Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each such notice Swingline Loan Notice must be received by the Swingline Lender and the Administrative Agent not later than 2:00 1:00 p.m. (New York time) on the requested borrowing daterate, and shall specify (iA) the amount to be borrowed, which shall be a minimum of $100,000, and (iiB) the requested borrowing date, date of the Borrowing (which shall be a Business Day). Promptly after receipt by the Swingline Lender of any Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 2:00 p.m. (New York time) on the date of the proposed Swingline Borrowing (A1) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in this Article IIthe first proviso to the first sentence of Section 2.04(a), or (B2) that one (1) or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 4:00 p.m. (New York time) on the borrowing date specified in such Loan Noticemay, make the amount of its Swingline Loan available to the Borrower 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 Swing Line Borrowing shall be made upon the U.S. Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent Agent, which may be given by delivery to the Swingline Lender and the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrowertelephone. Each such notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 2:00 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 of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. 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 U.S. Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swing Line Loan Notice, the Swingline 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 Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 3:00 2:00 p.m. (New York time) on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in this Article IIthe proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 4:00 3:00 p.m. (New York time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available fundsU.S. Borrower.

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

Borrowing Procedures. Each Borrowing of Swingline Borrowing Loans shall be made upon the applicable Borrower’s irrevocable notice to the Swingline Lender and the Administrative Agent Agent, which may be given by: (i) telephone or (ii) a Swingline Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each such notice Swingline Loan Notice must be received by the Swingline Lender and the Administrative Agent not later than 2:00 1:00 p.m. (New York time) on the requested borrowing date, date and shall specify (iA) the amount to be borrowed, which shall be a minimum of $100,000, and (iiB) the requested borrowing date, date of the Borrowing (which shall be a Business Day). Promptly after receipt by the Swingline Lender of any Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 2:00 p.m. (New York time) on the date of the proposed Swingline Borrowing (A1) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in this Article IIthe first proviso to the second sentence of Section 2.04(a), or (B2) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 4:00 p.m. (New York time) on the borrowing date specified in such Loan Notice, may make the amount of its Swingline Loan available to the applicable Borrower at its office by crediting the account of the such Borrower on the books of the Swingline Lender in immediately available funds.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the BorrowerCompany’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent Agent, which may be given by: (A) telephone or (B) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swingline 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. Each such notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 2:00 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 of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. 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 Company. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swing Line Loan Notice, the Swingline 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 Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 3:00 2:00 p.m. (New York time) on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in this Article IIthe first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 4:00 3:00 p.m. (New York time) on 152302503 the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower Company at its office by crediting the account of the Borrower Company on the books of the Swingline Swing Line Lender in immediately available fundsSame Day Funds. Notwithstanding the foregoing, Swing Line Borrowings may be advanced without regard to the notice requirements, minimum amounts and other requirements set forth above in this Section 2.04(b) in accordance with and as set forth in any Treasury Management Agreement.

Borrowing Procedures. Each Swingline Borrowing Swing Loan shall be made upon the a Borrower’s irrevocable written notice in the form of Exhibit F hereto (or telephonic notice confirmed in a writing in the form of Exhibit G hereto of each Swing Loan requested hereunder (a “Swing Loan Request”) to the Swingline Lender any Swing Bank and the Administrative Agent by delivery to (if other than the Swingline Lender and the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the BorrowerSwing Bank). Each such notice must be received by the Swingline Lender applicable Swing Bank and the Administrative Agent (if other than the Swing Bank) not later than 2:00 5:00 p.m. (New York time) on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested borrowing dateproposed Drawdown Date of such Swing Loan, which shall be a Business Dayand (iii) the Interest Period for such Swing Loan. Promptly after receipt by the Swingline Lender applicable Swing Bank of any telephonic Swing Loan NoticeRequest, such Swing Bank (if other than the Swingline Lender Administrative Agent) will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Loan Notice Request and, if not, the Swingline Lender such Swing Bank will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender applicable Swing Bank has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Bank) prior to 3:00 5:15 p.m. (New York time) on the date of the proposed Swingline Borrowing Swing Loan (A) directing the Swingline Lender such Swing Bank not to make such Swingline Swing Loan as a result of the limitations set forth in this Article IIthe first proviso to the first sentence of Section 2.4(a), or (B) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 10 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender such Swing Bank will, not later than 4:00 5:30 p.m. (New York time) on the borrowing date specified in such Swing Loan NoticeRequest, make the amount of its Swingline Swing Loan available to the applicable Borrower at its office by crediting the account of the such Borrower on the books of the Swingline Lender such Swing Bank in immediately available funds; provided that, subject to Section 2.13.1(iv), if any Bank is a Defaulting Bank on the date the Swing Loan is made, the applicable Swing Bank shall not advance that portion of the requested Swing Loan that is equal to the Commitment Percentage of such Defaulting Bank (except to the extent such Defaulting Bank has provided Cash Collateral therefor pursuant to Section 2.12).

Borrowing Procedures. (i) Each Swingline Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Lender and the Administrative Agent Agent, which may be given by: (ii) telephone or (iii) a Swingline Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each such notice Swingline Loan Notice must be received by the Swingline Lender and the Administrative Agent not later than 2:00 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 of $100,000, and (iiB) the requested borrowing date, date of the Borrowing (which shall be a Business Day). Promptly after receipt by the Swingline Lender of any Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 3:00 2:00 p.m. (New York time) on the date of the proposed Swingline Borrowing (A1) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in this Article IIthe first proviso to the first sentence of Section 2.04(a), or (B2) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 Article IV is not then satisfied, then, subject to the terms and 0000-0000-0000 v.7 conditions hereof, the Swingline Lender will, not later than 4:00 3:00 p.m. (New York time) on the borrowing date specified in such Swingline Loan Notice, make the amount of its Swingline Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available fundsSame Day Funds.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s 's irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent Agent, which may be given by delivery to the Swingline Lender and the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrowertelephone. Each such notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 2:00 p.m. (New York 1:00 p.m., Seattle, time) , on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000500,000, and (ii) the requested borrowing date, which shall be a Business Day. 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 Swingline Swing Line Lender of any telephonic Swing Line Loan Notice, the Swingline 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 Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 3:00 p.m. (New York 2:00 p.m., Seattle time) , on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in this Article IIthe proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 4:00 p.m. (New York 3:00 p.m., Seattle time) , on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swingline Swing Line Lender in immediately available funds.

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

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

Borrowing Procedures. Each To request a Swingline Borrowing Loan, the applicable North American Borrower shall be made upon the Borrower’s irrevocable notice to notify the Swingline Lender and (with a copy to the Administrative Agent by delivery to the Swingline Lender and the Administrative Agent Agent) of a written Loan Notice, appropriately completed and signed such request by a Responsible Officer of the BorrowerSwingline Loan Request. Each such notice must be received by the Swingline Lender and the Administrative Agent not later than 2:00 (1) with respect to Swingline Loans to the US Borrower, 3:00 p.m. (New York time) on the requested borrowing dateday of a proposed Swingline Loan and (2) with respect to Swingline Loans to the Canadian Borrower, and 1:00 p.m. on the day of a proposed Swingline Loan and, in each case, shall specify (i) the amount to be borrowed, which shall be a minimum of $100,00050,000 or C$50,000, as applicable, and (ii) the 129379097_5 #96094974v22 133208524_1 requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swingline Lender of any Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received written notice (by telephone or in writing) from the Administrative Agent (at the request of the Required Lenders) prior to (x) 3:00 p.m. (New York time) on the date of the proposed Swingline Loan Borrowing with respect to Swingline Loans to the US Borrower and (y) 1:00 p.m. on the date of the proposed Swingline Loan Borrowing with respect to Swingline Loans to the Canadian Borrower (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in this Article IIthe first proviso to the first sentence of Section 2.24(a), or (B) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than (x) with respect to Swingline Loans to the US Borrower, 4:00 p.m. (New York time) on the borrowing date specified in such Swingline Loan NoticeRequest and (y) with respect to Swingline Loans to the Canadian Borrower, 2:00 p.m. on the borrowing date specified in such Swingline Loan Request, make the amount of its Swingline Loan available to the applicable North American Borrower. The Swingline Lender shall make each applicable Swingline Loan available to the applicable North American Borrower at its office by crediting means of a credit to the account designated in the related Swingline Loan Request or otherwise in accordance with the instructions of the applicable North American Borrower on (including, in the books case of a Swingline Loan made to finance the Swingline Lender reimbursement of any LC Disbursement as provided in immediately available fundsSection 2.05(e), by remittance to the applicable Issuing Bank).

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

Borrowing Procedures. Each Swingline Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Lender and the Administrative Agent Agent, which may be given by: (A) telephone, or (B) a Swingline Loan Notice; provided, that, any telephonic notice must be confirmed immediately by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each such notice Swingline Loan Notice must be received by the Swingline Lender and the Administrative Agent not later than 2:00 12:00 p.m. (New York time) on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested borrowing date, date of the Borrowing (which shall be a Business Day). Promptly after receipt by the Swingline Lender of any Swingline Loan Notice, the 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 Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 1:00 p.m. (New York time) on the date of the proposed Swingline Borrowing (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in this Article IIthe first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 4:00 2:00 p.m. (New York time) on the borrowing date specified in such Swingline Loan Notice, make the amount of its Swingline Loan available to the Borrower 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 shall be made upon the applicable Borrower’s irrevocable notice to the Swingline Lender and the Administrative Agent Agent, which may be given by: (A) telephone or (B) a Swingline Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each such notice Swingline Loan Notice must be received by the Swingline Lender and the Administrative Agent not later than 2:00 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 of $100,000, and (ii) the requested borrowing date, date of the Borrowing (which shall be a Business Day). Promptly after receipt by the Swingline Lender of any Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 2:00 p.m. (New York time) on the date of the proposed Swingline Borrowing (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in this Article IIthe first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 4:00 3:00 p.m. (New York time) on the borrowing date specified in such Swingline Loan Notice, make the amount of its Swingline Loan available to the applicable Borrower at its office by crediting the account of the such Borrower on the books of the Swingline Lender in immediately available funds.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the a Borrower’s 's irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent Agent, which may be given by delivery to the Swingline Lender and the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrowertelephone. Each such notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 2:00 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 of $100,000250,000, and (ii) the requested borrowing date, which shall be a Business Day. 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 requesting such Swing Line. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swing Line Loan Notice, the Swingline 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 Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 3:00 2:00 p.m. (New York time) on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in this Article IIthe proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 4:00 3:00 p.m. (New York time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower requesting such Swing Line at its office by crediting the account of the such Borrower on the books of the Swingline Swing Line Lender in immediately available funds. In the event of any conflict between the terms hereof and the terms of the AutoBorrow Agreement with respect to the administration of the borrowing, funding and repayment of the Swing Line Loans between the Borrower and the Swing Line Lender, the terms of the AutoBorrow Agreement shall control. In all other matters related to Swing Line Loans, including the obligations of the Lenders to purchase participations in the Swing Line Loans, the terms of this Agreement shall control.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent Agent, which may be given by delivery to the Swingline Lender and the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrowertelephone. Each such notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 2:00 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 of $100,0001,000,000 or an integral multiple 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 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 Swingline Swing Line Lender of any telephonic Swing Line Loan Notice, the Swingline 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 Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 3:00 2:00 p.m. (New York time) on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in this Article IIthe first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 4:00 3:00 p.m. (New York time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swingline Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Swingline Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Lender and the Administrative Agent Agent, which may be given by: (i) telephone or (iii) a Swingline Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each such notice Swingline Loan Notice must be received by the Swingline Lender and the Administrative Agent not later than 2:00 1:00 p.m. (New York time) on the requested borrowing date, date and shall specify (iA) the amount to be borrowed, which shall be a minimum of $100,000, and (iiB) the requested borrowing date, date of the Borrowing (which shall be a Business Day). Promptly after receipt by the Swingline Lender of any Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 2:00 p.m. (New York time) on the date of the proposed Swingline Borrowing (A1) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in this Article IIthe first proviso to the first sentence of Section 2.04(a), or (B2) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 4:00 p.m. (New York time) on the borrowing date specified in such Loan Noticemay, make the amount of its Swingline Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available funds.. (c)

Borrowing Procedures. Each Swingline Borrowing of Swing Line Loans shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent Agent, which may be given by delivery to the Swingline Lender and the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrowertelephone. Each such notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 2:00 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. 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 Swingline Swing Line Lender of any telephonic Swing Line Loan Notice, the Swingline 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 Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 3:00 2:00 p.m. (New York time) on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in this Article IIthe first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 4.03 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 4:00 3:00 p.m. (New York time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swingline Swing Line Lender in immediately available funds, or such other location as the Borrower may reasonably direct. In order to facilitate the borrowing of Swing Line Loans, the Borrower and the Swing Line Lender may mutually agree, and are hereby authorized, to enter into an Autoborrow Agreement providing for the automatic advance by the Swing Line Lender of Swing Line Loans under the conditions set forth in such agreement and without the necessity for any notice by the Borrower otherwise required by this subsection (b).

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent Agent, which may be given by delivery to the Swingline Lender and the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrowertelephone. Each such notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 2:00 p.m. (New York time) 12:00 noon on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,0001,000,000 or a whole multiple of $100,000 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 Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by two Responsible Officers of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swing Line Loan Notice, the Swingline 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 Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 3:00 1:00 p.m. (New York time) on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in this Article IIthe first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 4:00 2:00 p.m. (New York time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swingline Swing Line Lender in immediately available fundsSame Day Funds.

Borrowing Procedures. Each Borrowing of Swingline Borrowing Loans shall be made upon the Borrower’s irrevocable notice to the Swingline Lender and the Administrative Agent Agent, which may be given by (A) telephone or (B) by a Swingline Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each such notice Swingline Loan Notice must be received by the Swingline Lender and the Administrative Agent not later than 2:00 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 $100,000500,000, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swingline Lender of any Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 3:00 1:00 p.m. (New York time) on the date of the proposed Borrowing of Swingline Borrowing Loans (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in this Article IIthe first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 4:00 3:00 p.m. (New York time) on the borrowing date specified in such Swingline Loan Notice, make the amount of its Swingline Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available fundsBorrower.

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

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

Borrowing Procedures. Each Borrowing of Swingline Borrowing Loans shall be made upon the Borrower’s Borrowers’ irrevocable notice to the Swingline Lender and the Administrative Agent Agent, which may be given by (A) telephone or (B) by a Swingline Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each such notice Swingline Loan Notice must be received by the Swingline Lender and the Administrative Agent not later than 2:00 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. Promptly after receipt by the Swingline Lender of any Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 3:00 2:00 p.m. (New York time) on the date of the proposed Borrowing of Swingline Borrowing Loans (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in this Article IIthe first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 4:00 3:00 p.m. (New York time) on the borrowing date specified in such Swingline Loan Notice, make the amount of its Swingline Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available fundsBorrowers.

Borrowing Procedures. Each Swingline Borrowing of Swing Line Loans shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent Agent, which may be given by (A) telephone or (B) by a Loan Notice with a request for Swing Line Loan; provided that any telephonic notice must be confirmed promptly by delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the BorrowerNotice for Swing Line Loan. Each such notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 2:00 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 $100,000250,000 and integral multiples of $100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic Loan 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 an authorized officer of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swing Line Loan Notice, the Swingline 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 Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 3:00 2:00 p.m. (New York time) on the date of the proposed Swingline Borrowing of Swing Line Loans (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in this Article IIthe proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in 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 Swingline Swing Line Lender will, not later than 4:00 3:00 p.m. (New York time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower Borrower. The Swing Line Lender shall not be under any obligation to make a Swing Line Loan if any Lender is at its office by crediting the such time a Defaulting Lender, whether on account of the Borrower on the books of the Swingline a failure to fund its obligations under Section 2.04(b)(ii) or otherwise, unless such Lender in immediately available fundsshall have provided Adequate Assurance.

Borrowing Procedures. Each borrowing of Swingline Borrowing Loans shall be made upon the Borrower’s 's irrevocable notice to the Swingline Lender and the Administrative Agent Agent, which may be given by delivery to the Swingline Lender and the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrowertelephone. Each such notice must be received by the Swingline Lender and the Administrative Agent not later than 2:00 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 of $100,000, borrowed and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 3:00 2:00 p.m. (New York time) on the date of the proposed borrowing of Swingline Borrowing Loans (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in this Article IIthe proviso to the first sentence of Section 2.3(a), or (B) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 5 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 4:00 3:00 p.m. (New York time) on the borrowing date specified in such Swingline Loan Notice, make the amount of its Swingline Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available fundsBorrower.

Borrowing Procedures. Each To request a Swingline Borrowing Loan, the applicable US Borrower shall be made upon the Borrower’s irrevocable notice to notify the Swingline Lender and (with a copy to the Administrative Agent by delivery to the Swingline Lender and the Administrative Agent Agent) of a written Loan Notice, appropriately completed and signed such request by a Responsible Officer of the BorrowerSwingline Loan Request. Each such notice must be received by the Swingline Lender and the Administrative Agent not later than 2:00 12:00 p.m. (New York time) 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 of $100,00050,000, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swingline Lender of any Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received written notice (by telephone or in writing) from the Administrative Agent (at the request of the Required Lenders) prior to 3:00 12:00 p.m. (New York time) on the date of the proposed Swingline Loan Borrowing (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in this Article IIthe first proviso to the first sentence of Section 2.24(a), or (B) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 4:00 p.m. (New York time) on the borrowing date specified in such Swingline Loan NoticeRequest, make the amount of its Swingline Loan available to suchthe US Borrower. The Swingline Lender shall make each applicable Swingline Loan available to the applicable US Borrower at its office by crediting means of a credit to ​ the account designated in the related Swingline Loan Request or otherwise in accordance with the instructions of suchthe US Borrower (including, in the Borrower on case of a Swingline Loan made to finance the books reimbursement of any LC Disbursement as provided in Section 2.05(e), by remittance to the Swingline Lender in immediately available fundsapplicable Issuing Bank).

Borrowing Procedures. Each Swingline Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Lender and the Administrative Agent Agent, which may be given by: (ii) telephone or (iii) a Swingline Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each such notice Swingline Loan Notice must be received by the Swingline Lender and the Administrative Agent not later than 2:00 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 of $100,000, and (iiB) the 51 requested borrowing date, date of the Borrowing (which shall be a Business Day). Promptly after receipt by the Swingline Lender of any Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 2:00 p.m. (New York time) on the date of the proposed Swingline Borrowing (A1) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in this Article IIthe first proviso to the first sentence of Section 2.04(a), or (B2) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 4:00 p.m. (New York time) on the borrowing date specified in such Loan Noticemay, make the amount of its Swingline Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available fundsSame Day Funds.

Borrowing Procedures. Each Swingline Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Lender and the Administrative Agent Agent, which may be given by (A) telephone or (B) a Swingline Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each such notice Swingline Loan Notice must be received by the Swingline Lender and the Administrative Agent not later than 2:00 p.m. (New York time) 10:00 a.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested borrowing date, date of the Borrowing (which shall be a Business Day). Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 2:00 p.m. (New York time) on the date of the proposed Swingline Borrowing (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in this Article IIthe first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 4:00 3:00 p.m. (New York time) on the borrowing date specified in such Swingline Loan Notice, make the amount of its Swingline Loan available to the Borrower 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 shall be made upon the Borrower’s irrevocable notice to the Swingline Lender and the Administrative Agent Agent, which may be given by telephone or a Swingline Loan Notice; provided, that, any telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each such notice Swingline Loan Notice must be received by the Swingline Lender and the Administrative Agent not later than 2:00 p.m. (New York time) 10:00 a.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested borrowing date, date of the Swingline Borrowing (which shall be a Business Day). Promptly after receipt by the Swingline Lender of any Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline ​ Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 p.m. (New York time) 11:00 a.m. on the date of the proposed Swingline Borrowing (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in this Article IIthe proviso to the second sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 4:00 p.m. (New York time) on the borrowing date specified in such Loan Notice, may make the amount of its Swingline Loan available to the Borrower 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’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent Agent, which may be given by (A) telephone or (B) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Swingline 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. Each such notice Swing Line Loan Notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. (New York 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 datedate of the Borrowing, which shall be a Business Day. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swing Line Loan Notice, the Swingline 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 Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 3:00 2:00 p.m. (New York time) on the date of the proposed Swingline Borrowing of Swing Line Loans (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in this Article IIthe first proviso of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 4:00 3:00 p.m. (New York time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swingline Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Borrowing of Swingline Borrowing Loans shall be made upon the Borrower’s irrevocable notice to the Swingline Lender and the Administrative Agent Agent, which may be given by: (ii) telephone or (iii) a Swingline Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each such notice Swingline Loan Notice must be received by the Swingline Lender and the Administrative Agent not later than 2:00 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 of $100,000, and (iiB) the requested borrowing date, date of the Borrowing (which shall be a Business Day). Promptly after receipt by the Swingline Lender of any Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 2:00 p.m. (New York time) on the date of the proposed Swingline Borrowing (A1) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in this Article IIthe first proviso to the first sentence of Section 2.04(a), or (B2) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 4:00 p.m. (New York time) on the borrowing date specified in such Loan Notice, may make the amount of its Swingline Loan available to the Borrower 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 Advance shall be made upon the applicable Borrower’s irrevocable notice to the Swingline Lender and the Administrative Agent Agent, which may be given by: (A) telephone or (B) notice substantially in the form of Exhibit B-2 (a “Notice of Swingline Borrowing”); provided that any telephonic notice must be confirmed immediately by delivery to the Swingline Lender and the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer Notice of the BorrowerSwingline Borrowing. Each such notice Notice of Swingline Borrowing must be received by the Swingline Lender and the Administrative Agent not later than 2:00 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 of $100,000250,000, and (ii) the requested borrowing date, date of the Borrowing (which shall be a Business Day). Promptly after receipt by the Swingline Lender of any Loan NoticeNotice of Swingline Borrowing, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Loan Notice of Swingline Borrowing and, if not, NAI-1502274953v9 the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 3:00 2:00 p.m. (New York time) on the date of the proposed Swingline Borrowing Advance (A) directing the Swingline Lender not to make such Swingline Loan Advance as a result of the limitations set forth in this Article IISection 2.04(a), or (B) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 Article III is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 4:00 p.m. (New York time) on the borrowing date specified in such Loan Noticemay, make the amount of its Swingline Loan Advance available to the applicable Borrower at its office by crediting the account of the such Borrower on the books of the Swingline Lender in immediately available funds.

Borrowing Procedures. Each Borrowing of Swingline Borrowing Loans shall be made upon the applicable Borrower’s irrevocable notice to the applicable Swingline Lender and the Administrative Agent Agent, which may be given by (A) telephone or (B) a Swingline Loan Notice; provided, that, each telephonic notice by the applicable Borrower pursuant to this Section 2.04(b) must be confirmed promptly by delivery to the applicable Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the such Borrower. Each such notice must be received by the applicable Swingline Lender and the Administrative Agent not later than 2:00 3:00 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, 100,000 and integral multiples of $100,000 in excess thereof and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the applicable Swingline Lender of any telephonic Swingline Loan Notice, the such Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the such Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 3:00 the earlier of (x) 4:00 p.m. and (New York timey) one hour after receipt of the Swingline Loan Notice on the date of the proposed Borrowing of Swingline Borrowing Loans (A) directing the a Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in this Article IIthe first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the applicable Swingline Lender willshall, not on or before the later than 4:00 of (x) 3:00 p.m. and (New York timey) two hours after receipt of the Swingline Loan Notice on the borrowing date specified in such Swingline Loan Notice, make the amount of its Swingline Loan available to the applicable Borrower at its office either by (i) crediting the account of the such Borrower on the books of the such Swingline Lender with the amount of such funds or (ii) wire transfer of such funds, in immediately available fundseach case in accordance with instructions provided to (and reasonably acceptable to) the applicable Swingline Lender by such Borrower.

Borrowing Procedures. Each Swingline Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Lender and the Administrative Agent Agent, which may be given by delivery to the Swingline Lender and the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrowertelephone. Each such notice must be received by the Swingline Lender and the Administrative Agent not later than 2:00 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 of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Lender of any telephonic Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 2:00 p.m. (New York time) on the date of the proposed Swingline Borrowing (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in this Article II, or (B) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 4:00 3:00 p.m. (New York time) on the borrowing date specified in such Loan Notice, make the amount of its Swingline Loan available to the Borrower 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 Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent Agent, which may be given by: (A) telephone or (B) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Swingline 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. Each such notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 2:00 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 of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. 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 Swingline Swing Line Lender of any telephonic Swing Line Loan Notice, the Swingline 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 Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 3:00 2:00 p.m. (New York time) on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in this Article IIthe first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 4:00 3:00 p.m. (New York time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swingline Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent Agent, which may be given by (A) telephone or (B) by a Swing line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swingline 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. Each such notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 2:00 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 of $100,000250,000, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swing Line Loan NoticeNotice or Swing Line Notice given by e-mail, the Swingline 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 Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 3:00 2:00 p.m. (New York time) on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in this Article IIthe first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 4:00 3:00 p.m. (New York time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swingline Swing Line Lender in immediately available fundsSame Day Funds.

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

Borrowing Procedures. Each Swingline Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Lender and the Administrative Agent Agent, which may be given by (i) telephone or (ii) a Swingline Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each such notice must be received by the Swingline Lender and the Administrative Agent not later than 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 of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swingline Lender of any telephonic Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent prior to 3:00 p.m. (New York time) on the date of the proposed Swingline Borrowing (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in this Article II, or (B) that one or more of the applicable conditions specified in Section 5.02 5.01 (if on the Funding Closing Date) and Section 5.03 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 4:00 p.m. (New York time) on the borrowing date specified in such Loan Notice, make the amount of its Swingline Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available funds.

Borrowing Procedures. Each Subject to the terms and conditions hereof, each Swingline Borrowing shall be made upon the BorrowerCompany’s irrevocable notice to the Swingline Lender and the Administrative Agent Agent, which may be given by: (i) telephone or (ii) a Swingline Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each such notice Swingline Loan Notice must be received by the Swingline Lender and the Administrative Agent not later than 2:00 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 of $100,000, 100,000 and (iiB) the requested borrowing date, date of the Borrowing (which shall be a Business Day). Promptly after receipt by the Swingline Lender of any Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 2:00 p.m. (New York time) on the date of the proposed Swingline Borrowing (A1) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in this Article IIthe first proviso to the thirdsecond sentence of Section 2.04(a), or (B2) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 4:00 p.m. (New York time) on the borrowing date specified in such Loan Noticemay, make the amount of its Swingline Loan available to the Borrower Company at its office by crediting the account of the Borrower Company on the books of the Swingline Lender in immediately available fundsSame Day Funds.

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

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent Agent, which may be given by (A) telephone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swingline 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. Each such notice Swing Line Loan Notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 2:00 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 of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swing Line Loan Notice, the Swingline 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 Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 3:00 2:00 p.m. (New York time) on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in this Article IIthe first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 4:00 3:00 p.m. (New York time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower at its office either by (i) crediting the account of the Borrower on the books of Bank of America with the Swingline Lender amount of such funds or (ii) wire transfer of such funds, in immediately available fundseach case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Parent Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent Agent, which may be given by (A) telephone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swingline 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. Each such notice Swing Line Loan Notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 2:00 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 of $100,000, (ii) the applicable Borrower and (iiiii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swing Line Loan Notice, the Swingline 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 Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 3:00 2:00 p.m. (New York time) on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in this Article IIthe first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 4:00 3:00 p.m. (New York time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the applicable Borrower at its office by crediting the account of the such Borrower on the books of the Swingline Swing Line Lender in immediately available fundsSame Day Funds.

Borrowing Procedures. Each Swingline Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Lender and the Administrative Agent Agent, which may be given by: (ii) telephone or (iii) a Swingline Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each such notice Swingline Loan Notice must be received by the Swingline Lender and the Administrative Agent not later than 2:00 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 of $100,000, and (iiB) the requested borrowing date, date of the Borrowing (which shall be a Business Day). Promptly after receipt by the Swingline Lender of any Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 2:00 p.m. (New York time) on the date of the proposed Swingline Borrowing (A1) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in this Article IIthe first proviso to the first sentence of Section 2.04(a), or (B2) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 4:00 p.m. (New York time) on the borrowing date specified in such Loan Noticemay, make the amount of its Swingline Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available fundsSame Day Funds.

Borrowing Procedures. Each Swingline Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Lender and the Administrative Agent Agent, which may be given by: (i) telephone or (ii) a Swingline Loan Notice; provided, that, any telephonic notice must be confirmed immediately by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each such notice Swingline Loan Notice must be received by the Swingline Lender and the Administrative Agent not later than 2:00 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 of $100,000, and (iiB) the requested borrowing date, date of the Borrowing (which shall be a Business Day). Promptly after receipt by the Swingline Lender of any Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 2:00 p.m. (New York time) on the date of the proposed Swingline Borrowing (A1) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in this Article IIthe first proviso to the first sentence of Section 2.04(a), or (B2) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 4:00 3:00 p.m. (New York time) on the borrowing date specified in such Swingline Loan Notice, make the amount of its Swingline Loan available to the Borrower 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 (a) Whenever the Co-Issuers wish a Borrowing to be made, the Co-Issuers shall be made upon (or shall cause the Borrower’s irrevocable notice to Servicer to) notify the Class A-1 Administrative Agent (who shall promptly notify each Funding Agent (and each Committed Note Purchaser) of its pro rata share thereof and notify the Indenture Trustee, the Series 2007-1 Class A Insurer, the Swingline Lender and the L/C Provider in writing of such Borrowing) upon irrevocable written notice in the form of an Advance Request delivered to the Class A-1 Administrative Agent by delivery to the Swingline Lender and the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each such notice must be received by the Swingline Lender and the Administrative Agent not no later than 2:00 12:00 p.m. (New York time) on the requested borrowing dateBusiness Day (or, in the case of any Eurodollar Advances for purposes of Section 3.01(b), on the third Business Day) prior to the date of Borrowing, which date of Borrowing shall be a Business Day during the Commitment Term. Each such notice shall be irrevocable and shall in each case refer to this Agreement and specify (i) the amount to be borrowedBorrowing date, which shall be a minimum of $100,000, and (ii) the aggregate amount of the requested borrowing Borrowing to be made on the Borrowing date, (iii) the amount of outstanding Swingline Loans and Unreimbursed L/C Drawings to be repaid with the proceeds of such Borrowing on the Borrowing date, which amount shall constitute all outstanding Swingline Loans and Unreimbursed L/C Drawings outstanding on the date of such notice, and (iv) sufficient instructions for application of the balance, if any, of the proceeds of such Borrowing on the Borrowing date. Requests for any Borrowing may not be made in an aggregate principal amount of less than $1,000,000 or in an aggregate principal amount which is not an integral multiple of $500,000 in excess thereof (except as otherwise provided herein with respect to Borrowings for the purpose of repaying then outstanding Swingline Loans or Unreimbursed L/C Drawings or if such amount would exceed the Series 2007-1 Class A-1 Maximum Principal Amount). The Co-Issuers agree to cause requests for Borrowings to be made upon notice of any drawing under a Letter of Credit, and in any event at least one time every three (3) Business Days if any Swingline Loans or Unreimbursed L/C Drawings are outstanding, in amounts at least sufficient to repay in full all Swingline Loans and Unreimbursed L/C Drawings outstanding on the date of the applicable request. Each Borrowing shall be ratably allocated among the Investor Groups (and their respective Series 2007-1 Class A-1 Advance Notes) based on their respective Maximum Investor Group Principal Amounts. With respect to each Investor Group, if any, that includes a Business DayConduit Investor, each Funding Agent shall promptly advise its related Conduit Investor, if any, of any notice given pursuant to this Section 2.03(a) and shall promptly thereafter (but in no event later than 11:00 a.m. (New York time) on the date of Borrowing) notify the Class A-1 Administrative Agent, the Co-Issuers and the related Committed Note Purchaser(s) whether such Conduit Investor has determined to make all or any portion of the Advances in such Borrowing that are to be made by its Investor Group. Promptly after receipt On the date of each Borrowing and subject to the other conditions set forth herein and in the Series 2007-1 Supplement (and, if requested by the Class A-1 Administrative Agent, confirmation from the Swingline Lender and the L/C Provider, as applicable, as to (x) the amount of outstanding Swingline Loans and Unreimbursed L/C Drawings to be repaid with the proceeds of such Borrowing on the Borrowing date, (y) the Undrawn L/C Face Amount of all Letters of Credit then outstanding and (z) the principal amount of any Loan Noticeother Swingline Loans or Unreimbursed L/C Drawings then outstanding), the Swingline Lender will confirm with applicable Investors in each Investor Group shall make available to the Class A-1 Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) amount of the contents thereof. Unless the Swingline Lender has received notice (Advances in such Borrowing that are to be made by telephone or such Investor Group by wire transfer in writing) from the Administrative Agent prior to U.S. Dollars of such amount in same day funds no later than 3:00 p.m. (New York time) on the date of such Borrowing, and upon receipt thereof the proposed Swingline Borrowing (A) directing Class A-1 Administrative Agent shall immediately make such proceeds available, first, to the Swingline Lender not and the L/C Provider for application to make such Swingline Loan as a result repayment of the limitations amount of outstanding Swingline Loans and Unreimbursed L/C Drawings as set forth in this Article II, or (B) that one or more of the applicable conditions specified Advance Request, ratably in Section 5.02 (if on the Funding Date) and Section 5.03 is not then satisfiedproportion to such respective amounts, thenand, subject second, to the terms and conditions hereof, Co-Issuers as instructed in the Swingline Lender will, not later than 4:00 p.m. (New York time) on the borrowing date specified in such Loan Notice, make the amount of its Swingline Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available fundsapplicable Advance Request.

Borrowing Procedures. Each Swingline Borrowing of Swing Line Loans shall be made upon the applicable Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent Agent, which may be given by (A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Swingline 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. Each such notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 2:00 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 $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000), and (ii) the requested borrowing date, which shall be a Business Day. 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 applicable Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swing Line Loan Notice, the Swingline 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 Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 3:00 2:00 p.m. (New York time) on the date of the proposed Swingline Borrowing of Swing Line Loans (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in this Article IIthe proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 4:00 5:00 p.m. (New York time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available fundsapplicable Borrower.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent Agent, which may be given by delivery to the Swingline Lender and the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrowertelephone. Each such notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 2:00 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 of $100,000100,000 (and any amount in excess thereof shall be an integral multiple of $25,000), and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swing Line Loan Notice, the Swingline 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 Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 3:00 2:00 p.m. (New York time) on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in this Article II, the first proviso to the first sentence of Section 2.04(a) or (B) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 4:00 3:00 p.m. (New York time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower at its their office by crediting the account accounts of the Borrower on the books of the Swingline Swing Line Lender in immediately available fundsSame Day Funds.

Borrowing Procedures. Each borrowing of Swingline Borrowing Loans shall be made upon the BorrowerCompany’s irrevocable notice to the Swingline Lender and the Administrative Agent Agent, which may be given by: (A) telephone or (B) a Swingline Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each such notice Swingline Loan Notice must be received by the Swingline Lender and the Administrative Agent not later than 2:00 p.m2:00 p.m. (New York time) on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested borrowing date, date of the Swingline Loan (which shall be a Business Day). Promptly after receipt by the Swingline Lender of any Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the 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 3:00 p.m3:00 p.m. (New York time) on the date of the proposed borrowing of Swingline Borrowing Loans (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in this Article IIthe first proviso to the first sentence of Section 2.4(a), or (B) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 4:00 3:00 p.m3:00 p.m. (New York time) on the borrowing date specified in such Swingline Loan Notice, make the amount of its Swingline Loan available to the Borrower Company at its office by crediting the account of the Borrower Company on the books of the Swingline Lender in immediately available fundsSame Day Funds.

Borrowing Procedures. Each To request a Swingline Borrowing Loan, the applicable North American Borrower shall be made upon the Borrower’s irrevocable notice to notify the Swingline Lender and (with a copy to the Administrative Agent by delivery to the Swingline Lender and the Administrative Agent Agent) of a written Loan Notice, appropriately completed and signed such request by a Responsible Officer of the BorrowerSwingline Loan Request. Each such notice must be received by the Swingline Lender and the Administrative Agent not later than 2:00 (1) with respect to Swingline Loans to the US Borrower, 3:00 p.m. (New York time) on the requested borrowing dateday of a proposed Swingline Loan and (2) with respect to Swingline Loans to the Canadian Borrower, and 1:00 p.m. on the day of a proposed Swingline Loan and, in each case, shall specify (i) the amount to be borrowed, which shall be a minimum of $100,00050,000 or C$50,000, as applicable, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swingline Lender of any Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received written notice (by telephone or in writing) from the Administrative Agent (at the request of the Required Lenders) prior to (x) 3:00 p.m. (New York time) on the date of the proposed Swingline Loan Borrowing with respect to Swingline Loans to the US Borrower and (y) 1:00 p.m. on the date of the proposed Swingline Loan Borrowing with respect to Swingline Loans to the Canadian Borrower (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in this Article IIthe first proviso to the first sentence of Section 2.24(a), or (B) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than (x) with respect to Swingline Loans to the US Borrower, 4:00 p.m. (New York time) on the borrowing date specified in such Swingline Loan NoticeRequest and (y) with respect to Swingline Loans to the Canadian Borrower, 2:00 p.m. on the borrowing date specified in such Swingline Loan Request, make the amount of its Swingline Loan available to the applicable North American Borrower. The Swingline Lender shall #94513555v35 make each applicable Swingline Loan available to the applicable North American Borrower at its office by crediting means of a credit to the account designated in the related Swingline Loan Request or otherwise in accordance with the instructions of the applicable North American Borrower on (including, in the books case of a Swingline Loan made to finance the Swingline Lender reimbursement of any LC Disbursement as provided in immediately available fundsSection 2.05(e), by remittance to the applicable Issuing Bank).

Borrowing Procedures. Each Swingline Borrowing Swing Line Loan shall be made upon the Borrower’s 's irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent Agent, which may be given by delivery to the Swingline Lender and the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrowertelephone. Each such notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 2:00 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 of $100,000500,000 and a higher integral multiple 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 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 Swingline Swing Line Lender of any telephonic Swing Line Loan Notice, the Swingline 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 Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 3:00 2:00 p.m. (New York time) on the date of the proposed Swingline Borrowing Swing Line Loan (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in this Article II, the proviso to the first sentence of SECTION 2.04(a) or (B) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 ARTICLE IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender willmay, not later than 4:00 p.m. (New York time) on the borrowing date specified in such Loan Noticeits discretion, make the amount of its Swingline Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swingline Swing Line Lender in immediately available funds.

Borrowing Procedures. (i) Each Swingline Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Lender and the Administrative Agent Agent, which may be given by: (A) telephone or (B) a Swingline Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each such notice must be received by the Swingline Lender and the Administrative Agent not later than 2:00 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 of $100,000, and (ii) the requested borrowing date, date of the Borrowing (which shall be a Business Day). Promptly after receipt by the Swingline Lender of any Loan Noticenotice of a Swingline Borrowing, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Loan Notice notice of such Swingline Borrowing and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 2:00 p.m. (New York time) on the date of the proposed Swingline Borrowing (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in this Article IIthe first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 4:00 3:00 p.m. (New York time) on the borrowing date specified in such Loan Noticethe applicable notice of a Swingline Loan, make the amount of its Swingline Loan available to the Borrower 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 Swing Line Borrowing shall be made upon the Borrower’s 's irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent Agent, which may be given by delivery to the Swingline Lender and the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrowertelephone. Each such notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. (New York time) on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be CREDIT AGREEMENT – Page 38 a minimum of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. 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 Swingline Swing Line Lender of any telephonic Swing Line Loan Notice, the Swingline 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 Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 3:00 2:00 p.m. (New York time) on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in this Article IIthe first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 4:00 3:00 p.m. (New York time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower at its office by either crediting the account of the Borrower on the books of the Swingline Swing Line Lender in immediately available fundsfunds or pursuant to other written direction of the Borrower.

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