Common use of Procedure for Swingline Borrowing; Etc Clause in Contracts

Procedure for Swingline Borrowing; Etc. (a) The Company shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form of Exhibit B attached hereto (a “Swingline Notice”) prior to 10:00 a.m., New York time, on the requested date of each Swingline Borrowing. Each Swingline Notice shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Company to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Swingline Notice. Each Swingline Loan shall accrue interest at the Base Rate or any other interest rate as agreed between the Company and the Swingline Lender and shall have an Interest Period (which shall be a period contemplated by the definition of the term “Interest Period”) as agreed between the Company and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the Company. The Swingline Lender will make the proceeds of each Swingline Loan available to the Company in Dollars in immediately available funds at the account specified by the Company in the applicable Swingline Notice not later than 1:00 p.m., New York time, on the requested date of such Swingline Loan. (b) The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Company (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Revolving Loan Notice to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.02, which will be used solely for the repayment of such Swingline Loan. (c) If for any reason a Base Rate Loan may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Loan should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the effective date of any such participation and interest shall become payable on demand. (d) Each Lender’s obligation to make a Base Rate Loan pursuant to Section 2.14(b) or to purchase the participating interests pursuant to Section 2.14(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-off, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Company or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender’s Commitment, (iii) any breach of this Agreement or any other Loan Document by the Company, the Administrative Agent or any Lender or (iv) any other circumstance, happening or event whatsoever including, without limitation, the existence (or alleged existence) of any Material Adverse Effect, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafter. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section, until such amount has been purchased in full.

Procedure for Swingline Borrowing; Etc. (a) The Company Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form of Exhibit B 2.6 attached hereto (a “Notice of Swingline NoticeBorrowing”) prior to 10:00 a.m., New York time, 2:00 p.m. on the requested date of each Swingline Borrowing. Each Notice of Swingline Notice Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Company Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline NoticeBorrowing. Each Swingline Loan shall accrue interest at the Base Rate or any other interest rate as agreed between the Company Borrower and the Swingline Lender (the “Swingline Rate”) and shall have an Interest Period (which shall be a period contemplated by subject to the definition of the term “Interest Period”thereof) as agreed between the Company Borrower and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the CompanyBorrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Company Borrower in Dollars in immediately available funds at the account specified by the Company Borrower CHAR1\935816v6 in the applicable Notice of Swingline Notice Borrowing not later than 1:00 p.m., New York time, 3:00 p.m. on the requested date of such Swingline Loan. (b) The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Company Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Loan Notice Borrowing to the Administrative Agent requesting the Revolving Lenders (including the Swingline Lender) to make a Base Rate Loans Loan in an amount equal to the unpaid principal amount of any Swingline Loan. Each Revolving Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.022.7, which will be used solely for the repayment of such Swingline Loan. (c) If for any reason a Base Rate Loan Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Revolving Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Loan Borrowing should have occurred. On the date of such required purchase, each Revolving Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the effective date of any such participation and interest shall become payable on demand. (d) Each Revolving Lender’s obligation to make a Base Rate Loan pursuant to Section 2.14(b2.6(b) or to purchase the participating interests pursuant to Section 2.14(c2.6(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-offsetoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Company Borrower or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender’s Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or could reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by the CompanyBorrower, the Administrative Agent or any Lender or (ivv) any other circumstance, happening or event whatsoever including, without limitation, the existence (or alleged existence) of any Material Adverse Effectwhatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Revolving Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafterRate. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section, until such amount has been purchased in full.. CHAR1\935816v6

Procedure for Swingline Borrowing; Etc. (a) The Company Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form (“Notice of Exhibit B attached hereto (a “Swingline NoticeBorrowing”) prior to 10:00 a.m., New York time, 12:00 noon on the requested date of each Swingline Borrowing. Each Notice of Swingline Notice Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Company Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline NoticeBorrowing. Each Swingline Loan shall accrue interest at the Base Rate or any other interest rate as agreed between the Company and the Swingline Lender specified in Section 2.12(b) and shall have an Interest Period (which shall be a period contemplated by subject to the definition of the term “Interest Period”thereof) as agreed between the Company Borrower and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the CompanyBorrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Company Borrower in Dollars in immediately available funds at the account specified by the Company Borrower in the applicable Notice of Swingline Notice Borrowing not later than 1:00 p.m., New York time, p.m. on the requested date of such Swingline Loan. The Administrative Agent will notify the Lenders on a quarterly basis if any Swingline Loans occurred during such quarter. (b) The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Company Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Loan Notice Borrowing to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.022.6, which will be used solely for the repayment of such Swingline Loan. (c) If for any reason a Base Rate Loan Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Loan Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the effective date of any such participation and interest shall become payable on demand. (d) Each Lender’s obligation to make a Base Rate Loan pursuant to Section 2.14(b2.5(b) or to purchase the participating interests pursuant to Section 2.14(c2.5(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-offsetoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Company Borrower or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default (other than an Event of Default in existence at the time of the making of any Swingline Loan by the Swingline Lender of which the Swingline Lender had actual knowledge) or the termination of any Lender’s Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or could reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by the CompanyBorrower, the Administrative Agent or any Lender or (ivv) any other circumstance, happening or event whatsoever including, without limitation, the existence (or alleged existence) of any Material Adverse Effectwhatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafterRate. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s participation interest in such Swingline Loans that such Lender failed to fund pursuant to this SectionSection 2.5, until such amount has been purchased in full.

Procedure for Swingline Borrowing; Etc. (a) The Company Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form of Exhibit B 2.5 attached hereto (a “Notice of Swingline NoticeBorrowing”) prior to 10:00 a.m., a.m. (New York time, ) on the requested date of each Swingline Borrowing. Each Notice of Swingline Notice Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Company Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline NoticeBorrowing. Each Swingline Loan shall accrue interest at the Base Swingline Rate or any other interest rate as agreed between the Company and the Swingline Lender and shall have an Interest Period (which shall be a period contemplated by subject to the definition of the term “Interest Period”thereof) as agreed between the Company Borrower and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the CompanyBorrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Company Borrower in Dollars in immediately available funds at the account specified by the Company Borrower in the applicable Notice of Swingline Notice Borrowing not later than 1:00 p.m., p.m. (New York time, ) on the requested date of such Swingline Loan. (b) The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Company Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Loan Notice Borrowing to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.022.6, which will be used solely for the repayment of such Swingline Loan. (c) If for any reason a Base Rate Loan Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Loan Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the effective date of any such participation and interest shall become payable on demand. (d) Each Lender’s obligation to make a Base Rate Loan pursuant to Section 2.14(b2.5(b) or to purchase the participating interests pursuant to Section 2.14(c2.5(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-offsetoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Company Borrower or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender’s Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or could reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by the CompanyBorrower, the Administrative Agent or any Lender or (ivv) any other circumstance, happening or event whatsoever including, without limitation, the existence (or alleged existence) of any Material Adverse Effectwhatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafter. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section, until such amount has been purchased in full.

Procedure for Swingline Borrowing; Etc. (a) The Company Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form (“Notice of Exhibit B attached hereto (a “Swingline NoticeBorrowing”) prior to 10:00 a.m., New York time, a.m. on the requested date of each Swingline Borrowing, unless such Swingline Borrowing is a Eurodollar Loan and in such case the request shall be three Business Days prior to such Eurodollar Borrowing. Each Notice of Swingline Notice Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and the applicable Interest Period if it is a Eurodollar Loan and (iii) the account of the Company Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender Lender, of each Notice of Swingline NoticeBorrowing. Each Swingline Loan shall accrue interest at the Base Rate or any other interest rate as agreed between the Company Borrower and the Swingline Lender and and, if a Eurodollar Loan, shall have an Interest Period (which shall be a period contemplated by subject to the definition of the term “Interest Period”thereof) as agreed between the Company Borrower and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the CompanyBorrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Company Borrower in Dollars in immediately available funds at the account specified by the Company Borrower in the applicable Notice of Swingline Notice Borrowing not later than 1:00 p.m., New York time, p.m. on the requested date of such Swingline Loan. (b) . The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Company (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Revolving Loan Notice to the Administrative Agent requesting will notify the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of on a quarterly basis if any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in Loans occurred during such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.02, which will be used solely for the repayment of such Swingline Loanquarter. (c) If for any reason a Base Rate Loan may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Loan should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the effective date of any such participation and interest shall become payable on demand. (d) Each Lender’s obligation to make a Base Rate Loan pursuant to Section 2.14(b) or to purchase the participating interests pursuant to Section 2.14(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-off, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Company or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender’s Commitment, (iii) any breach of this Agreement or any other Loan Document by the Company, the Administrative Agent or any Lender or (iv) any other circumstance, happening or event whatsoever including, without limitation, the existence (or alleged existence) of any Material Adverse Effect, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafter. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section, until such amount has been purchased in full.

Procedure for Swingline Borrowing; Etc. (a) The Company Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form of Exhibit B G attached hereto (a “"Notice of Swingline Notice”Borrowing") prior to 10:00 a.m., New York time, on the requested date of each Swingline Borrowing. Each Notice of Swingline Notice Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Company Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline NoticeBorrowing. Each Swingline Loan shall accrue interest at the Base Rate or any other interest rate as agreed between the Company Borrower and the Swingline Lender and shall have an Interest Period (which shall be a period contemplated by subject to (a)(i) and (iii) to the definition of the term “Interest Period”thereof) as agreed between the Company Borrower and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the CompanyBorrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Company Borrower in Dollars in immediately available funds at the account specified by the Company Borrower in the applicable Notice of Swingline Notice Borrowing not later than 1:00 p.m., New York time, on the requested date of such Swingline Loan. (b) The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Company Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Revolving Committed Loan Notice to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.02, which will be used solely for the repayment of such Swingline Loan. (c) If for any reason a Base Rate Loan Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Loan Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the effective date of any such participation and interest shall become payable on demand. (d) Each Lender’s 's obligation to make a Base Rate Loan pursuant to Section 2.14(b2.16(b) or to purchase the participating interests pursuant to Section 2.14(c2.16(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-off, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Company Borrower or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender’s 's Commitment, (iii) any breach of this Agreement or any other Loan Document by the CompanyBorrower, the Administrative Agent or any Lender or (iv) any other circumstance, happening or event whatsoever including, without limitation, the existence (or alleged existence) of any Material Adverse Effect, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafter. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s 's participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section, until such amount has been purchased in full.

Procedure for Swingline Borrowing; Etc. (a) The Company Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form (“Notice of Exhibit B attached hereto (a “Swingline NoticeBorrowing”) prior to 10:00 a.m., New York time, 12:00 noon on the requested date of each Swingline Borrowing. Each Notice of Swingline Notice Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Company Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline NoticeBorrowing. Each Swingline Loan shall accrue interest at the Base Swingline Rate or any other interest rate as agreed between the Company and the Swingline Lender and shall have an Interest Period (which shall be a period contemplated by subject to the definition of the term “Interest Period”thereof) as agreed between the Company Borrower and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the CompanyBorrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Company Borrower in Dollars in immediately available funds at the account specified by the Company Borrower in the applicable Notice of Swingline Notice Borrowing not later than 1:00 p.m., New York time, 3:00 p.m. on the requested date of such Swingline Loan. The Administrative Agent will notify the Lenders on a quarterly basis if any Swingline Loans occurred during such quarter. (b) The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Company Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Loan Notice Borrowing to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.022.6, which will be used solely for the repayment of such Swingline Loan. (c) If for any reason a Base Rate Loan Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Loan Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the effective date of any such participation and interest shall become payable on demand. (d) Each Lender’s obligation to make a Base Rate Loan pursuant to Section 2.14(b2.5(b) or to purchase the participating interests pursuant to Section 2.14(c2.5(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-offsetoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Company Borrower or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender’s Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or could reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by the CompanyBorrower, the Administrative Agent or any Lender or (ivv) any other circumstance, happening or event whatsoever including, without limitation, the existence (or alleged existence) of any Material Adverse Effectwhatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafterRate. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section, until such amount has been purchased in full.

Procedure for Swingline Borrowing; Etc. (a) The Company Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form (“Notice of Exhibit B attached hereto (a “Swingline NoticeBorrowing”) prior to 10:00 a.m., New York time, 12:00 noon on the requested date of each Swingline Borrowing. Each Notice of Swingline Notice Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Company Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline NoticeBorrowing. Each Swingline Loan shall accrue interest at the Base Rate or any other interest rate as agreed between the Company and the Swingline Lender specified in Section 2.12(b) and shall have an Interest Period (which shall be a period contemplated by subject to the definition of the term “Interest Period”thereof) as agreed between the Company Borrower and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the CompanyBorrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Company Borrower in Dollars in immediately available funds at the account specified by the Company Borrower in the applicable Notice of Swingline Notice Borrowing not later than 1:00 p.m., New York time, p.m. on the requested date of such Swingline Loan. The Administrative Agent will notify the Lenders on a quarterly basis if any Swingline Loans occurred during such quarter. (b) The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Company Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Loan Notice Borrowing to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.022.6, which will be used solely for the repayment of such Swingline Loan. (c) If for any reason a Base Rate Loan Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Loan Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the effective date of any such participation and interest shall become payable on demand. (d) Each Lender’s obligation to make a Base Rate Loan pursuant to Section 2.14(b2.5(b) or to purchase the participating interests pursuant to Section 2.14(c2.5(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-offsetoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Company Borrower or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default (other than an Event of Default in existence at the time of the making of any Swingline Loan by the Swingline Lender of which the Swingline Lender had actual knowledge) or the termination of any Lender’s Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or could reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by the CompanyBorrower, the Administrative Agent or any Lender or (ivv) any other circumstance, happening or event whatsoever including, without limitation, the existence (or alleged existence) of any Material Adverse Effectwhatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafterRate. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s participation interest in such Swingline Loans that such Lender failed to fund pursuant to this SectionSection 2.5, until such amount has been purchased in full. (e) In the event that the Swingline Lender, in the exercise of its discretion, requires as a condition to the making of any Swingline Loan that a Lender (as a result of (x) its status as a Defaulting Lender or (y) any Person that Controls such Lender being a Distressed Person) or the Borrower enter into arrangements satisfactory to the Swingline Lender for the provision of sufficient Cash Collateral or other credit support acceptable to the Administrative Agent and the Swingline Lender, to eliminate the Swingline Lender’s actual or potential risk with respect to any such Lender, then: (i) The Borrower, and to the extent provided by any Lender pursuant to this Section 2.5, such Lender, hereby grants to the Administrative Agent, for the benefit of the Administrative Agent, the Swingline Lender and the Lenders, a security interest in all Cash Collateral and all other property provided as Cash Collateral under this Section 2.5, and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America; provided that if the Borrower requests that any such account bear interest and Bank of America has the operational capacity, in its reasonable determination, to set up such an account, Bank of America shall hold such deposit in an interest-bearing deposit account. (ii) Notwithstanding anything to the contrary contained in this Agreement, (A) Cash Collateral or other credit support (and proceeds thereof) provided by any Lender pursuant to this Section 2.5 to support the obligations of such Lender in respect of Swingline Loans shall be held and applied, first, to fund, as applicable, the participations of such Lender arising from, or Base Rate Loans issued to repay, Swingline Loans with respect to which such Cash Collateral or other credit support was provided, as contemplated in the foregoing provisions of this Section 2.5, and, second, to fund (x) as applicable, the participations of such Lender arising from, or Base Rate Loans issued to repay, Swingline Loans arising from any other Swingline Loans, as contemplated in the foregoing provisions of this Section 2.5, and (y) any interest accrued for the benefit of the Swingline Lender pursuant to Section 2.5(d) allocable to such Lender, and (B) Cash Collateral (and proceeds thereof) otherwise provided by or on behalf of the Borrower under this Section 2.5 to support Swingline Loans (or participations therein) pursuant to the terms and conditions of this Agreement shall be held and applied, first, to the satisfaction of the specific Swingline Loans so Cash Collateralized and, second, if remedies under Section 8.1 shall have been exercised, to the application of such Cash Collateral or proceeds thereof to any other Obligations in accordance with Section 8.1. (iii) Cash Collateral and other credit support provided under this Section 2.5 in connection with (x) any Lender’s status as a Defaulting Lender or (y) the status of any Person that Controls such Lender as a Distressed Person shall be released (except as the Swingline Lender and the Person providing such Cash Collateral or other credit support may agree otherwise) promptly following the earlier to occur of (A) the termination of the Default Period with respect to such Defaulting Lender or (B) such Person that Controls the Lender ceases to be a Distressed Person; subject, however, to the additional condition that, as to any such Cash Collateral or other credit support provided by or on behalf of the Borrower, no Default or Event of Default shall then have occurred and be continuing.

Procedure for Swingline Borrowing; Etc. (a) The Company Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form (“Notice of Exhibit B attached hereto (a “Swingline NoticeBorrowing”) prior to 10:00 a.m., New York time, 2:00 p.m. on the requested date of each Swingline Borrowing, unless such Swingline Borrowing is a Eurodollar Loan and in such case the request shall be three Business Days prior to such Eurodollar Borrowing. Each Notice of Swingline Notice Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and the applicable Interest Period if it is a Eurodollar Loan and (iii) the account of the Company Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender Lender, of each Notice of Swingline NoticeBorrowing. Each Swingline Loan shall accrue interest at the Base Rate or any other interest rate as agreed between the Company and the Swingline Lender and shall have an Interest Period (which shall be a period contemplated by the definition of the term “Interest Period”) as agreed between the Company and the Swingline LenderRate. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the CompanyBorrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Company Borrower in Dollars in immediately available funds at the account specified by the Company Borrower in the applicable Notice of Swingline Notice Borrowing not later than 1:00 p.m., New York time, 4:00 p.m. on the requested date of such Swingline Loan. (b) . The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Company (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Revolving Loan Notice to the Administrative Agent requesting will notify the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of on a quarterly basis if any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in Loans occurred during such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.02, which will be used solely for the repayment of such Swingline Loanquarter. (c) If for any reason a Base Rate Loan may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Loan should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the effective date of any such participation and interest shall become payable on demand. (d) Each Lender’s obligation to make a Base Rate Loan pursuant to Section 2.14(b) or to purchase the participating interests pursuant to Section 2.14(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-off, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Company or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender’s Commitment, (iii) any breach of this Agreement or any other Loan Document by the Company, the Administrative Agent or any Lender or (iv) any other circumstance, happening or event whatsoever including, without limitation, the existence (or alleged existence) of any Material Adverse Effect, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafter. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section, until such amount has been purchased in full.

Procedure for Swingline Borrowing; Etc. (a) The Company Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form of Exhibit B 2.6 attached hereto (a “"Notice of Swingline Notice”Borrowing") prior to 10:00 a.m., a.m. (New York time, ) on the requested date of each Swingline Borrowing. Each Notice of Swingline Notice Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Company Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline NoticeBorrowing. Each Swingline Loan shall accrue interest at the Base Rate or any other interest rate as agreed between the Company Borrower and the Swingline Lender and shall have an Interest Period (which shall be a period contemplated by subject to the definition of the term “Interest Period”thereof) as agreed between the Company Borrower and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the CompanyBorrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Company Borrower in Dollars in immediately available funds at the account specified by the Company Borrower in the applicable Notice of Swingline Notice Borrowing not later than 1:00 p.m., p.m. (New York time, ) on the requested date of such Swingline Loan. (b) The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Company Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Loan Notice Borrowing to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.022.7, which will be used solely for the repayment of such Swingline Loan. (c) If for any reason a Base Rate Loan Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Loan Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the effective date of any such participation and interest shall become payable on demand. (d) Each Lender’s 's obligation to make a Base Rate Loan pursuant to Section 2.14(b2.6(b) or to purchase the participating interests pursuant to Section 2.14(c2.6(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-offsetoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Company Borrower or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender’s 's Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or could reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by the CompanyBorrower, the Administrative Agent or any Lender or (ivv) any other circumstance, happening or event whatsoever including, without limitation, the existence (or alleged existence) of any Material Adverse Effectwhatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafter. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s 's participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section, until such amount has been purchased in full.

Procedure for Swingline Borrowing; Etc. (a) The Company Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form of Exhibit B attached hereto (a “Swingline Notice”) prior to 10:00 a.m.12:00 noon, New York time, on the requested date of each Swingline Borrowing. Each Swingline Notice shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Company Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Swingline Notice. Each Swingline Loan shall accrue interest at the Base Rate or any other interest rate as agreed between the Company Borrower and the Swingline Lender and shall have an Interest Period (which shall be a period contemplated by the definition of the term “Interest Period”) as agreed between the Company Borrower and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the CompanyBorrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Company Borrower in Dollars in immediately available funds at the account specified by the Company Borrower in the applicable Swingline Notice not later than 1:00 p.m.12:00 noon, New York time, on the requested date of such Swingline Loan. (b) The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Company Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Revolving Loan Notice to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.02, which will be used solely for the repayment of such Swingline Loan. (c) If for any reason a Base Rate Loan may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Loan should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the effective date of any such participation and interest shall become payable on demand. (d) Each Lender’s obligation to make a Base Rate Loan pursuant to Section 2.14(b) or to purchase the participating interests pursuant to Section 2.14(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-off, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Company Borrower or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender’s Commitment, (iii) any breach of this Agreement or any other Loan Document by the CompanyBorrower, the Administrative Agent or any Lender or (iv) any other circumstance, happening or event whatsoever including, without limitation, the existence (or alleged existence) of any Material Adverse Effect, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafter. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section, until such amount has been purchased in full.

Procedure for Swingline Borrowing; Etc. (a) The Company Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form ("Notice of Exhibit B attached hereto (a “Swingline Notice”Borrowing") prior to 10:00 a.m., New York time, 1:00 p.m. on the requested date of each Swingline Borrowing. Each Notice of Swingline Notice Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Company Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline NoticeBorrowing. Each Swingline Loan shall accrue interest at the Base Rate or any other interest rate as agreed between the Company Borrower and the Swingline Lender (the "Swingline Rate") and shall have an Interest Period (which shall be a period contemplated by subject to the definition of the term “Interest Period”thereof) as agreed between the Company Borrower and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the CompanyBorrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Company Borrower in Dollars in immediately available funds at the account specified by the Company Borrower in the applicable Notice of Swingline Notice Borrowing not later than 1:00 p.m., New York time, 3:00 p.m. on the requested date of such Swingline Loan. The Administrative Agent will notify the Lenders on a quarterly basis if any Swingline Loans occurred during such quarter. (ba) The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Company Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Loan Notice Borrowing to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make a Base Rate Loans Loan in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.022.7, which will be used solely for the repayment of such Swingline Loan. (cb) If for any reason a Base Rate Loan Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Loan Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the effective date of any such participation and interest shall become payable on demand. (dc) Each Lender’s 's obligation to make a Base Rate Loan pursuant to Section 2.14(b2.6(b) or to purchase the participating interests pursuant to Section 2.14(c2.6(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-offsetoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Company Borrower or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender’s 's Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or could reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by the CompanyBorrower, the Administrative Agent or any Lender or (ivv) any other circumstance, happening or event whatsoever including, without limitation, the existence (or alleged existence) of any Material Adverse Effectwhatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafterRate. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s 's participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section, until such amount has been purchased in full.

Procedure for Swingline Borrowing; Etc. (a) The Company Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form (“Notice of Exhibit B attached hereto (a “Swingline NoticeBorrowing”) prior to 10:00 a.m., New York time, 11:00 a.m. on the requested date of each Swingline Borrowing. Each Notice of Swingline Notice Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) ), and (iii) the account of the Company Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline NoticeBorrowing. Each Swingline Loan shall accrue interest at the Base Swingline Rate or any other interest rate as agreed between the Company and the Swingline Lender and shall have an Interest Period (which shall be a period contemplated by subject to the definition of the term “Interest Period”thereof) as agreed between the Company Borrower and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 250,000 or a larger multiple of $50,000100,000, or such other minimum amounts agreed to by the Swingline Lender and the CompanyBorrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Company Borrower in Dollars in immediately available funds at the account specified by the Company Borrower in the applicable Notice of Swingline Notice Borrowing not later than 1:00 p.m., New York time, p.m. on the requested date of such Swingline Loan. The Administrative Agent will notify the Lenders on a quarterly basis if any Swingline Loans occurred during such quarter. (b) The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Company Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Loan Notice Borrowing to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Revolving Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.022.6, which will be used solely for the repayment of such Swingline Loan. (c) If for any reason a Revolving Base Rate Loan Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Revolving Base Rate Loan Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Revolving Base Rate Loan on the effective date of any such participation and interest shall become payable on demand. (d) Each Lender’s obligation to make a Revolving Base Rate Loan pursuant to Section 2.14(b2.5(b) or to purchase the participating interests pursuant to Section 2.14(c2.5(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-offsetoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Company Borrower or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender’s Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or could reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by the CompanyBorrower, the Administrative Agent or any Lender Lender, or (ivv) any other circumstance, happening or event whatsoever including, without limitation, the existence (or alleged existence) of any Material Adverse Effectwhatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafterRate. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section, until such amount has been purchased in full.

Procedure for Swingline Borrowing; Etc. (a) The Company shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form of Exhibit B attached hereto (a “Swingline Notice”) prior to 10:00 a.m., New York time, on the requested date of each Swingline Borrowing. Each Swingline Notice shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Company to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Swingline Notice. Each Swingline Loan shall accrue interest at the Base Rate or any other interest rate as agreed between the Company and the Swingline Lender and shall have an Interest Period (which shall be a period contemplated by subject to (a)(i) and (iii) to the definition of the term “Interest Period”thereof) as agreed between the Company and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the Company. The Swingline Lender will make the proceeds of each Swingline Loan available to the Company in Dollars in immediately available funds at the account specified by the Company in the applicable Swingline Notice not later than 1:00 p.m., New York time, on the requested date of such Swingline Loan. (b) The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Company (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Revolving Loan Notice to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.02, which will be used solely for the repayment of such Swingline Loan. (c) If for any reason a Base Rate Loan may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Loan should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the effective date of any such participation and interest shall become payable on demand. (d) Each Lender’s obligation to make a Base Rate Loan pursuant to Section 2.14(b) or to purchase the participating interests pursuant to Section 2.14(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-off, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Company or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender’s Commitment, (iii) any breach of this Agreement or any other Loan Document by the Company, the Administrative Agent or any Lender or (iv) any other circumstance, happening or event whatsoever including, without limitation, the existence (or alleged existence) of any Material Adverse Effect, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafter. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section, until such amount has been purchased in full.

Procedure for Swingline Borrowing; Etc. (a) The Company Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form of Exhibit B 2.6 attached hereto (a “"Notice of Swingline Notice”Borrowing") prior to 10:00 a.m., New York time, 1:00 p.m. on the requested date of each Swingline Borrowing. Each Notice of Swingline Notice Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Company Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline NoticeBorrowing. Each Swingline Loan shall accrue interest at the Base Rate or any other interest rate as agreed between the Company Borrower and the Swingline Lender (the "Swingline Rate") and shall have an Interest Period (which shall be a period contemplated by subject to the definition of the term “Interest Period”thereof) as agreed between the Company Borrower and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the CompanyBorrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Company Borrower in Dollars in immediately available funds at the account specified by the Company Borrower in the applicable Notice of Swingline Notice Borrowing not later than 1:00 p.m., New York time, 3:00 p.m. on the requested date of such Swingline Loan. (b) . The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Company (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Revolving Loan Notice to the Administrative Agent requesting will notify the Revolving Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of on a quarterly basis if any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in Loans occurred during such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.02, which will be used solely for the repayment of such Swingline Loanquarter. (c) If for any reason a Base Rate Loan may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Loan should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the effective date of any such participation and interest shall become payable on demand. (d) Each Lender’s obligation to make a Base Rate Loan pursuant to Section 2.14(b) or to purchase the participating interests pursuant to Section 2.14(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-off, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Company or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender’s Commitment, (iii) any breach of this Agreement or any other Loan Document by the Company, the Administrative Agent or any Lender or (iv) any other circumstance, happening or event whatsoever including, without limitation, the existence (or alleged existence) of any Material Adverse Effect, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafter. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section, until such amount has been purchased in full.

Procedure for Swingline Borrowing; Etc. (a) The Company Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form of Exhibit B 2.5 attached hereto (a “"Notice of Swingline Notice”Borrowing") prior to 10:00 a.m.2:00 p.m. (Atlanta, New York Georgia time, ) on the requested date of each Swingline Borrowing. Each Notice of Swingline Notice Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Company Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline NoticeBorrowing. Each Swingline Loan shall accrue interest at the Base Swingline Rate or any other interest rate as agreed between the Company and the Swingline Lender and shall have an Interest Period (which shall be a period contemplated by subject to the definition of the term “Interest Period”thereof) as agreed between the Company Borrower and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 250,000 or a larger multiple of $50,0001,000, or such other minimum amounts agreed to by the Swingline Lender and the CompanyBorrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Company Borrower in Dollars in immediately available funds at the account specified by the Company Borrower in the applicable Notice of Swingline Notice Borrowing not later than 1:00 p.m.4:00 p.m. (Atlanta, New York Georgia time, ) on the requested date of such Swingline Loan. (b) The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Company Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Loan Notice Borrowing to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.022.6, which will be used solely for the repayment of such Swingline Loan. (c) If for any reason a Base Rate Loan Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Loan Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the effective date of any such participation and interest shall become payable on demand. (d) Each Lender’s 's obligation to make a Base Rate Loan pursuant to Section 2.14(b2.5(b) or to purchase the participating interests pursuant to Section 2.14(c2.5(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-offsetoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Company Borrower or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender’s 's Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or could reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by the CompanyBorrower, the Administrative Agent or any Lender or (ivv) any other circumstance, happening or event whatsoever including, without limitation, the existence (or alleged existence) of any Material Adverse Effectwhatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafter. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s 's participation interest in such Swingline Loans that such Lender failed to fund pursuant to this SectionSection 2.5, until such amount has been purchased in full.

Procedure for Swingline Borrowing; Etc. (a) The Company Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form (“Notice of Exhibit B attached hereto (a “Swingline NoticeBorrowing”) prior to 10:00 a.m., New York time, 12:00 noon on the requested date of each Swingline Borrowing. Each Notice of Swingline Notice Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Company Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline NoticeBorrowing. Each Swingline Loan shall accrue interest at the Base Swingline Rate or any other interest rate as agreed between the Company and the Swingline Lender and shall have an Interest Period (which shall be a period contemplated by subject to the definition of the term “Interest Period”thereof) as agreed between the Company Borrower and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the CompanyBorrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Company Borrower in Dollars in immediately available funds at the account specified by the Company Borrower in the applicable Notice of Swingline Notice Borrowing not later than 1:00 p.m., New York time, 3:00 p.m. on the requested date of such Swingline Loan. The Administrative Agent will notify the Lenders on a quarterly basis if any Swingline Loans occurred during such quarter. (b) The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Company Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Loan Notice Borrowing to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.022.6, which will be used solely for the repayment of such Swingline Loan. (c) If for any reason a Base Rate Loan Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Loan Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the effective date of any such participation and interest shall become payable on demand. (d) Each Lender’s obligation to make a Base Rate Loan pursuant to Section 2.14(b2.5(b) or to purchase the participating interests pursuant to Section 2.14(c2.5(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-offsetoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Company Borrower or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender’s Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or could reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by the CompanyBorrower, the Administrative Agent or any Lender or (ivv) any other circumstance, happening or event whatsoever including, without limitation, the existence (or alleged existence) of any Material Adverse Effectwhatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafter. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section, until such amount has been purchased in full.

Procedure for Swingline Borrowing; Etc. (a) The Company Unless otherwise agreed to by the Borrower and the Administrative Agent, the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form ("Notice of Exhibit B attached hereto (a “Swingline Notice”Borrowing") prior to 10:00 a.m., New York time, a.m. on the requested date of each Swingline Borrowing. Each Notice of Swingline Notice Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Company Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline NoticeBorrowing. Each Swingline Loan shall accrue interest at the Base Rate or any other interest rate as agreed between the Company Borrower and the Swingline Lender (the "Offered Rate") and shall have an Interest Period (which shall be a period contemplated by subject to the definition of the term “Interest Period”thereof) as agreed between the Company Borrower and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the Company. The Swingline Lender will make the proceeds of each Swingline Loan available to the Company Borrower in Dollars in immediately available funds at the account specified by the Company Borrower in the applicable Notice of Swingline Notice Borrowing not later than 1:00 p.m., New York time, p.m. on the requested date of such Swingline Loan. Notwithstanding the foregoing, the Swingline Lender shall have no obligation to make, and hereby agrees that it shall not make, any Swingline Loan to the Borrower to the extent the applicable conditions precedent set forth in Section 3.2 have not been, to the actual knowledge of the Swingline Lender, satisfied or waived as of the requested date of such Swingline Borrowing. The Administrative Agent will notify the Lenders on a quarterly basis if any Swingline Loans occurred during such quarter. (b) The If (i) any Swingline Loan matures and remains unpaid, (ii) any Default or Event of Default occurs or (iii) the Swingline Lender's total amount of outstanding aggregate Revolving Credit Exposures and Swingline Loans exceed the Swingline Lender's Revolving Commitment, at any time and from time to time in its sole discretionthen the Swingline Lender, may, on behalf of the Company Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Loan Notice Borrowing to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.022.6, which will be used solely for the repayment of such Swingline Loan. (c) If for any reason a Base Rate Loan Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share Revolving Commitment Percentage thereof on the date that such Base Rate Loan Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the effective date of any such participation and interest shall become payable on demand. (d) Each Lender’s 's obligation to make a Base Rate Loan pursuant to Section 2.14(b2.5(b) or to purchase the participating interests pursuant to Section 2.14(c2.5(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-offsetoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Company Borrower or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender’s 's Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or could reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by the CompanyBorrower, the Administrative Agent or any Lender or (ivv) any other circumstance, happening or event whatsoever including, without limitation, the existence (or alleged existence) of any Material Adverse Effectwhatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafterRate. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s 's participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section, until such amount has been purchased in full.

Procedure for Swingline Borrowing; Etc. (a) The Company Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form ("Notice of Exhibit B attached hereto (a “Swingline Notice”Borrowing") prior to 10:00 a.m., New York time, 2:00 p.m. on the requested date of each Swingline Borrowing, unless such Swingline Borrowing is a Eurodollar Loan and in such case the request shall be three Business Days prior to such Eurodollar Borrowing. Each Notice of Swingline Notice Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and the applicable Interest Period if it is a Eurodollar Loan and (iii) the account of the Company Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender Lender, of each Notice of Swingline NoticeBorrowing. Each Swingline Loan shall accrue interest at the Base Rate or any other interest rate as agreed between the Company and the Swingline Lender and shall have an Interest Period (which shall be a period contemplated by the definition of the term “Interest Period”) as agreed between the Company and the Swingline LenderRate. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the CompanyBorrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Company Borrower in Dollars in immediately available funds at the account specified by the Company Borrower in the applicable Notice of Swingline Notice Borrowing not later than 1:00 p.m., New York time, 4:00 p.m. on the requested date of such Swingline Loan. The Administrative Agent will notify the Lenders on a quarterly basis if any Swingline Loans occurred during such quarter. (b) The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Company Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Loan Notice Borrowing to the Administrative Agent requesting the Revolving Lenders (including the Swingline Lender) to make Base Rate Loans under the Revolving Commitments in an amount equal to the unpaid principal amount of any Swingline Loan. Each Subject to clause (d) below, each Revolving Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.022.8, which will be used solely for the repayment of such Swingline Loan. (c) If for any reason a Revolving Base Rate Loan Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Revolving Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof (based on its Revolving Commitment and the Aggregate Revolving Commitment Amount) on the date that such Revolving Base Rate Loan Borrowing should have occurred. On the date of such required purchase, each Revolving Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the effective date of any such participation and interest shall become payable on demand. (d) Each Revolving Lender’s 's obligation to make a Revolving Base Rate Loan pursuant to Section 2.14(b2.5(b) or to purchase the participating interests pursuant to Section 2.14(c2.5(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-offsetoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Company Borrower or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Revolving Lender’s 's Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition that has had or could reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by the CompanyBorrower, the Administrative Agent or any Revolving Lender or (ivv) any other circumstance, happening or event whatsoever including, without limitation, the existence (or alleged existence) of any Material Adverse Effectwhatsoever, whether or not similar to any of the foregoing; provided, that no Revolving Lender will be obligated to make such Revolving Base Rate Loan or purchase such participating interests with respect to any Swingline Loan funded by the Swingline Lender during any period commencing on the first Business Day after such Revolving Lender receives notice from the Administrative Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 3.2 are not satisfied and ending when such conditions are satisfied or duly waived. If such amount is not in fact made available to the Swingline Lender by any Revolving Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Revolving Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafter. Until such time as such Revolving Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Revolving Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Revolving Lender’s 's participation interest in such Swingline Loans that such Revolving Lender failed to fund pursuant to this Section, until such amount has been purchased in full.

Procedure for Swingline Borrowing; Etc. (a) The Company -------------------------------------- Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form ("Notice of Exhibit B attached hereto (a “Swingline Notice”Borrowing") prior to 10:00 a.m., New York time, 12:00 noon on the requested date of each Swingline Borrowing. Each Notice of Swingline Notice Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Company Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline NoticeBorrowing. Each Swingline Loan shall accrue interest at the Base Swingline Rate or any other interest rate as agreed between the Company and the Swingline Lender and shall have an Interest Period (which shall be a period contemplated by subject to the definition of the term “Interest Period”thereof) as agreed between the Company Borrower and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the CompanyBorrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Company Borrower in Dollars in immediately available funds at the account specified by the Company Borrower in the applicable Notice of Swingline Notice Borrowing not later than 1:00 p.m., New York time, 3:00 p.m. on the requested date of such Swingline Loan. The Administrative Agent will notify the Lenders on a quarterly basis if any Swingline Loans occurred during such quarter. (b) The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Company Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Loan Notice Borrowing to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.022.6, which will be used solely for the repayment of such Swingline Loan.. ----------- (c) If for any reason a Base Rate Loan Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Loan Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the effective date of any such participation and interest shall become payable on demand. (d) Each Lender’s 's obligation to make a Base Rate Loan pursuant to Section 2.14(b2.5(b) or to purchase the participating interests pursuant to Section 2.14(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-off, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Company or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender’s Commitment, (iii) any breach of this Agreement or any other Loan Document by the Company, the Administrative Agent or any Lender or (iv) any other circumstance, happening or event whatsoever including, without limitation, the existence (or alleged existence) of any Material Adverse Effect, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafter. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section, until such amount has been purchased in full.----------- - ------- 2.5

Procedure for Swingline Borrowing; Etc. (a) The Company Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form ("Notice of Exhibit B attached hereto (a “Swingline Notice”Borrowing") prior to 10:00 a.m., New York time, 11:00 a.m. on the requested date of each Swingline Borrowing. Each Notice of Swingline Notice Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Company Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline NoticeBorrowing. Each Swingline Loan shall accrue interest at the Base Rate or any other interest rate as agreed between the Company and the Swingline Lender specified in Section 2.12(b) and shall have an ------------ - Interest Period (which shall be a period contemplated by subject to the definition of the term “Interest Period”thereof) as agreed between the Company Borrower and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the CompanyBorrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Company Borrower in Dollars in immediately available funds at the account specified by the Company Borrower in the applicable Notice of Swingline Notice Borrowing not later than 1:00 p.m., New York time, p.m. on the requested date of such Swingline Loan. The Administrative Agent will notify the Lenders on a quarterly basis if any Swingline Loans occurred during such quarter. (b) The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Company Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Loan Notice Borrowing to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.022.6, which will ----------- be used solely for the repayment of such Swingline Loan. (c) If for any reason a Base Rate Loan Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Loan Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the effective date of any such participation and interest shall become payable on demand. (d) Each Lender’s 's obligation to make a Base Rate Loan pursuant to Section 2.14(b2.5(b) or to purchase the participating interests pursuant ----------- - to Section 2.14(c2.5(c) shall be absolute and unconditional and shall not be affected ----------- - by any circumstance, including without limitation (i) any set-offsetoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Company Borrower or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default (other than an Event of Default in existence at the time of the making of any Swingline Loan by the Swingline Lender of which the Swingline Lender had actual knowledge) or the termination of any Lender’s 's Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or could reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by the CompanyBorrower, the Administrative Agent or any Lender or (ivv) any other circumstance, happening or event whatsoever including, without limitation, the existence (or alleged existence) of any Material Adverse Effectwhatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafterRate. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s 's participation interest in such Swingline Loans that such Lender failed to fund pursuant to this SectionSection 2.5, until such amount has been purchased in full.. -----------

Procedure for Swingline Borrowing; Etc. (a) The Company --------------------------------- Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form ("Notice of Exhibit B attached hereto (a “Swingline Notice”Borrowing") prior to 10:00 a.m., New York time, 12:00 noon on the requested date of each Swingline Borrowing. Each Notice of Swingline Notice Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Company Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline NoticeBorrowing. Each Swingline Loan shall accrue interest at the Base Swingline Rate or any other interest rate as agreed between the Company and the Swingline Lender and shall have an Interest Period (which shall be a period contemplated by subject to the definition of the term “Interest Period”thereof) as agreed between the Company Borrower and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 500,000 or a larger multiple of $50,000100,000, or such other minimum amounts agreed to by the Swingline Lender and the CompanyBorrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Company Borrower in Dollars in immediately available funds at the account specified by the Company Borrower in the applicable Notice of Swingline Notice Borrowing not later than 1:00 p.m., New York time, 3:00 p.m. on the requested date of such Swingline Loan. The Administrative Agent will notify the Lenders on a quarterly basis if any Swingline Loans occurred during such quarter. (b) The If (i) any Swingline Loan matures and remains unpaid; (ii) any Default or Event of Default occurs or (iii) the Swingline Lender's total amount of outstanding aggregate Revolving Credit Exposures and Swingline Loans exceed the Swingline Lender's Revolving Commitment, at any time and from time to time in its sole discretion, the Swingline Lender may, on behalf of the Company Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Loan Notice Borrowing to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.022.8, which will be used solely for the ----------- repayment of such Swingline Loan. (c) If for any reason a Base Rate Loan Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Loan Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the effective date of any such participation and interest shall become payable on demand. (d) Each Lender’s 's obligation to make a Base Rate Loan pursuant to Section 2.14(b2.5(b) or to purchase the participating interests pursuant to Section 2.14(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-off, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Company or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender’s Commitment, (iii) any breach of this Agreement or any other Loan Document by the Company, the Administrative Agent or any Lender or (iv) any other circumstance, happening or event whatsoever including, without limitation, the existence (or alleged existence) of any Material Adverse Effect, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafter. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section, until such amount has been purchased in full.-------------- ------- 2.5

Procedure for Swingline Borrowing; Etc. (a) The Company Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form (“Notice of Exhibit B attached hereto (a “Swingline NoticeBorrowing”) prior to 10:00 a.m., New York time, a.m. on the requested date of each Swingline Borrowing. Each Notice of Swingline Notice Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Company Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline NoticeBorrowing. Each Swingline Loan shall accrue interest at the Base Swingline Rate or any other interest rate as agreed between the Company Borrower and the Swingline Lender and shall have an Interest Period (which shall be a period contemplated by subject to the definition of the term “Interest Period”thereof) as agreed between the Company Borrower and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the CompanyBorrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Company in Dollars in immediately available funds at the account specified by the Company in the applicable Swingline Notice not later than 1:00 p.m., New York time, on the requested date of such Swingline Loan. (b) The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Company Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Loan Notice Borrowing to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.022.6, which will be used solely for the repayment of such Swingline Loan. (c) . If for any reason a Base Rate Loan Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Loan Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the effective date of any such participation and interest shall become payable on demand. (d) . Each Lender’s obligation to make a Base Rate Loan pursuant to Section 2.14(b2.5(b) or to purchase the participating interests pursuant to Section 2.14(c2.5(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-offsetoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Company Borrower or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender’s Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or could reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by the CompanyBorrower, the Administrative Agent or any Lender or (ivv) any other circumstance, happening or event whatsoever including, without limitation, the existence (or alleged existence) of any Material Adverse Effectwhatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafterRate. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section, until such amount has been purchased in full.

Procedure for Swingline Borrowing; Etc. (a) The Company Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form ("Notice of Exhibit B attached hereto (a “Swingline Notice”Borrowing") prior to 10:00 a.m., New York time, 11:00 a.m. on the requested date of each Swingline Borrowing. Each Notice of Swingline Notice Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Company Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline NoticeBorrowing. Each Swingline Loan shall accrue interest at the Base Swingline Rate or any other interest rate as agreed between the Company and the Swingline Lender and shall have an Interest Period (which shall be a period contemplated by subject to the definition of the term “Interest Period”thereof) as agreed upon between the Company Borrower and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than a minimum of $100,000 or a larger an integral multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the Company100,000 in excess thereof. The Swingline Lender will make the proceeds of each Swingline Loan available to the Company Borrower in Dollars in immediately available funds at the account specified by the Company Borrower in the applicable Notice of Swingline Notice Borrowing not later than 1:00 p.m., New York time, p.m. on the requested date of such Swingline Loan. (b) The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Company Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Loan Notice Borrowing to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.022.6, which will be used solely for the repayment of such Swingline Loan. (c) If for any reason a Base Rate Loan Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Loan Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the effective date of any such participation and interest shall become payable on demand. (d) Each Lender’s 's obligation to make a Base Rate Loan pursuant to Section 2.14(b) or 2.5(b)or to purchase the participating interests pursuant to Section 2.14(c2.5(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-offsetoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Company Borrower or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender’s 's Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or could reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by the CompanyBorrower, the Administrative Agent or any Lender or (ivv) any other circumstance, happening or event whatsoever including, without limitation, the existence (or alleged existence) of any Material Adverse Effectwhatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafterRate. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s 's participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section, until such amount has been purchased in full.

Procedure for Swingline Borrowing; Etc. (a) The Company Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form (“Notice of Exhibit B attached hereto (a “Swingline NoticeBorrowing”) prior to 10:00 a.m., New York time, a.m. on the requested date of each Swingline Borrowing, unless such Swingline Borrowing is a Eurodollar Loan and in such case the request shall be three Business Days prior to such Eurodollar Borrowing. Each Notice of Swingline Notice Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and the applicable Interest Period if it is a Eurodollar Loan and (iii) the account of the Company Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender Lender, of each Notice of Swingline NoticeBorrowing. Each Swingline Loan shall accrue interest at the Base Rate or any other interest rate as agreed between the Company and the Swingline Lender and shall have an Interest Period (which shall be a period contemplated by the definition of the term “Interest Period”) as agreed between the Company and the Swingline LenderRate. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the CompanyBorrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Company Borrower in Dollars in immediately available funds at the account specified by the Company Borrower in the applicable Notice of Swingline Notice Borrowing not later than 1:00 p.m., New York time, p.m. on the requested date of such Swingline Loan. (b) . The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Company (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Revolving Loan Notice to the 24 Administrative Agent requesting will notify the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of on a quarterly basis if any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in Loans occurred during such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.02, which will be used solely for the repayment of such Swingline Loanquarter. (c) If for any reason a Base Rate Loan may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Loan should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the effective date of any such participation and interest shall become payable on demand. (d) Each Lender’s obligation to make a Base Rate Loan pursuant to Section 2.14(b) or to purchase the participating interests pursuant to Section 2.14(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-off, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Company or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender’s Commitment, (iii) any breach of this Agreement or any other Loan Document by the Company, the Administrative Agent or any Lender or (iv) any other circumstance, happening or event whatsoever including, without limitation, the existence (or alleged existence) of any Material Adverse Effect, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafter. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section, until such amount has been purchased in full.

Procedure for Swingline Borrowing; Etc. (a) At any time during which the Sweep Agreement is in effect, Swingline Loans shall be advanced by the Swingline Lender in accordance with, and subject to, the terms of the Sweep Agreement; provided that the aggregate principal amount of all outstanding Swingline Loans (after giving effect to any amount requested), shall not exceed the lesser of (A) the Aggregate Revolving Commitments less the sum of all outstanding Revolving Loans and the aggregate LC Exposure and (B) the Swingline Commitment. Principal and interest on Swingline Loans deemed requested pursuant to this Section 2.5(a) shall be paid pursuant to the terms and conditions of the Sweep Agreement without any deduction, setoff or counterclaim whatsoever. Notwithstanding the foregoing, the Swingline Lender shall have no obligation to make a Swingline Loan to the Borrower pursuant to the Sweep Agreement to the extent the applicable conditions precedent in Section 3.2 have not been, to the actual knowledge of the Swingline Lender, satisfied or waived as of the requested date of such Swingline Loan. (b) The Company Borrower may elect to terminate the Sweep Agreement upon giving the Administrative Agent irrevocable written notice at least 30 days prior to such termination date. Following such termination date, Swingline Loans will no longer be advanced pursuant to the terms of the immediately preceding subsection (a) but instead as provided in this subsection (b), which shall apply only after the termination of the Sweep Agreement. Unless otherwise agreed to by the Borrower and the Administrative Agent, the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form of Exhibit B attached hereto (a “Swingline Notice”"NOTICE OF SWINGLINE BORROWING") prior to 10:00 a.m., New York time, a.m. on the requested date of each Swingline Borrowing. Each Notice of Swingline Notice Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Company Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline NoticeBorrowing. The aggregate principal amount of each Swingline Loan advanced pursuant to this subsection (b) shall be not less than $100,000 or a larger multiple of $50,000. Each Swingline Loan advanced pursuant to this subsection (b) shall accrue interest at the Base Rate or any other interest rate as agreed between the Company Borrower and the Swingline Lender (the "OFFERED RATE") and shall have an Interest Period (which shall be a period contemplated by subject to the definition of the term “Interest Period”thereof) as agreed between the Company Borrower and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the Company. The Swingline Lender will make the proceeds of each such Swingline Loan available to the Company Borrower in Dollars in immediately available funds at the account specified by the Company Borrower in the applicable Notice of Swingline Notice Borrowing not later than 1:00 p.m., New York time, p.m. on the requested date of such Swingline Loan. Notwithstanding the foregoing, the Swingline Lender shall have no obligation to make any Swingline Loan to the Borrower to the extent the applicable conditions precedent set forth in Section 3.2 have not been, to the actual knowledge of the Swingline Lender, satisfied or waived as of the requested date of such Swingline Loan. Upon the request of any Lender from time to time, the Administrative Agent shall deliver to such Lender any information reasonably requested by such Lender with respect to any Swingline Loan then outstanding. (bc) The If (i) any Swingline Loan matures and remains unpaid, (ii) any Default or Event of Default occurs or (iii) the aggregate outstanding principal amount of the Swingline Lender's Revolving Loans plus the Swingline Lender's LC Exposure plus the Swingline Loans exceeds the Swingline Lender's Revolving Commitment, at any time and from time to time in its sole discretionthen the Swingline Lender, may, on behalf of the Company Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Loan Notice Borrowing to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.022.6, which will be used solely for the repayment of such Swingline Loan. (cd) If for any reason a Base Rate Loan Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisionsprovisions of Section 2.5(c), then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share Revolving Commitment Percentage thereof on the date that such Base Rate Loan Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the effective date of any such participation and interest shall become payable on demand. (de) Each Lender’s 's obligation to make a Base Rate Loan pursuant to Section 2.14(b2.5(c) or to purchase the participating interests pursuant to Section 2.14(c2.5(d) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-offsetoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Company Borrower or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender’s 's Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or could reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by the CompanyBorrower, the Administrative Agent or any Lender or (ivv) any other circumstance, happening or event whatsoever including, without limitation, the existence (or alleged existence) of any Material Adverse Effectwhatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafterRate. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s 's participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section, until such amount has been purchased in full.

Procedure for Swingline Borrowing; Etc. (a) The Company Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form of Exhibit B attached hereto (a “Swingline Notice”"NOTICE OF SWINGLINE BORROWING") prior to 10:00 a.m., New York time, a.m. on the requested date of each Swingline Borrowing, unless such Swingline Borrowing is a Eurodollar Loan and in such case the request shall be three Business Days prior to such Eurodollar Borrowing. Each Notice of Swingline Notice Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and the applicable Interest Period if it is a Eurodollar Loan and (iii) the account of the Company Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender Lender, of each Notice of Swingline NoticeBorrowing. Each Swingline Loan shall accrue interest at the Base Rate or any other interest rate as agreed between the Company Borrower and the Swingline Lender and and, if a Eurodollar Loan, shall have an Interest Period (which shall be a period contemplated by subject to the definition of the term “Interest Period”thereof) as agreed between the Company Borrower and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the CompanyBorrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Company Borrower in Dollars in immediately available funds at the account specified by the Company Borrower in the applicable Notice of Swingline Notice Borrowing not later than 1:00 p.m., New York time, p.m. on the requested date of such Swingline Loan. The Administrative Agent will notify the Lenders on a quarterly basis if any Swingline Loans occurred during such quarter. (b) The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Company Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Loan Notice Borrowing to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Revolving Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.022.8, which will be used solely for the repayment of such Swingline Loan. (c) If for any reason a Revolving Base Rate Loan Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Revolving Base Rate Loan Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the effective date of any such participation and interest shall become payable on demand. (d) Each Lender’s 's obligation to make a Revolving Base Rate Loan pursuant to Section 2.14(b2.5(b) or to purchase the participating interests pursuant to Section 2.14(c2.5(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-offsetoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Company Borrower or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender’s 's Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or could reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by the CompanyBorrower, the Administrative Agent or any Lender or (ivv) any other circumstance, happening or event whatsoever including, without limitation, the existence (or alleged existence) of any Material Adverse Effectwhatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafterRate. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s 's participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section, until such amount has been purchased in full.

Procedure for Swingline Borrowing; Etc. (a) The Company Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form ("Notice of Exhibit B attached hereto (a “Swingline Notice”Borrowing") prior to 10:00 a.m., New York time, a.m. on the requested date of each Swingline Borrowing. Each Notice of Swingline Notice Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan and whether such Loan will be a Eurodollar Loan or a Base Rate Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Company Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline NoticeBorrowing. Each Swingline Loan shall accrue interest at the Base Rate or any other interest rate as agreed between the Company and the Swingline Lender and shall have an Interest Period (which shall be a period contemplated by subject to the definition of the term “Interest Period”thereof) as agreed between the Company Borrower and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 100,000.00 or a larger multiple of $50,00050,000.00, or such other minimum amounts agreed to by the Swingline Lender and the CompanyBorrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Company Borrower in Dollars in immediately available funds at the account specified by the Company Borrower in the applicable Notice of Swingline Notice Borrowing not later than 1:00 p.m., New York time, p.m. on the requested date of such Swingline Loan. The Administrative Agent will notify the Lenders on a quarterly basis if any Swingline Loans occurred during such quarter. (b) The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Company Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Loan Notice Borrowing to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Revolving Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Revolving Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.022.6, which will be used solely for the repayment of such Swingline Loan. (c) If for any reason a Base Rate Loan Revolving Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Loan Revolving Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the effective date of any such participation and interest shall become payable on demand. (d) Each Lender’s 's obligation to make a Base Rate Revolving Loan pursuant to Section 2.14(b2.5(b) or to purchase the participating interests pursuant to Section 2.14(c2.5(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-offsetoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Company Borrower or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender’s 's Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or could reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by the CompanyBorrower, the Administrative Agent or any Lender or (ivv) any other circumstance, happening or event whatsoever including, without limitation, the existence (or alleged existence) of any Material Adverse Effectwhatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafterRate. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s 's participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section, until such amount has been purchased in full.

Procedure for Swingline Borrowing; Etc. (a) The Company the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form of Exhibit B 2.5 attached hereto (a “Swingline Notice”"NOTICE OF SWINGLINE BORROWING") prior to 10:00 a.m.11:00 a.m. (Atlanta, New York Georgia time, ) on the requested date of each Swingline Borrowing. Each Notice of Swingline Notice Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Company to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline NoticeBorrowing. Each Swingline Loan shall accrue interest at the Base Swingline Rate or any other interest rate as agreed between the Company and the Swingline Lender and shall have an Interest Period (which shall be a period contemplated by subject to the definition of the term “Interest Period”thereof) as agreed between the Company Borrower and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 500,000 or a larger multiple of $50,000100,000, or such other minimum amounts agreed to by the Swingline Lender and the CompanyBorrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Company Borrower in Dollars in immediately available funds at the account specified by the Company Borrower in the applicable Notice of Swingline Notice Borrowing not later than 1:00 p.m.3:00 p.m. (Atlanta, New York Georgia time, ) on the requested date of such Swingline Loan. The Administrative Agent will notify the Lenders on a quarterly basis if any Swingline Loans occurred during such quarter. (b) The If (i) any Swingline Loan matures and remains unpaid; (ii) any Default or Event of Default occurs or (iii) the Swingline Lender's total amount of outstanding aggregate Revolving Credit Exposures and Swingline Loans exceed the Swingline Lender's Revolving Commitment, at any time and from time to time in its sole discretion, the Swingline Lender may, on behalf of the Company Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Loan Notice Borrowing to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.022.9, which will be used solely for the repayment of such Swingline Loan. (c) If for any reason a Base Rate Loan Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Loan Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the effective date of any such participation and interest shall become payable on demand. (d) Each Lender’s 's obligation to make a Base Rate Loan pursuant to Section 2.14(b2.5(b) or to purchase the participating interests pursuant to Section 2.14(c2.5(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-offsetoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Company Borrower or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender’s 's Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or could reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by the CompanyBorrower, the Administrative Agent or any Lender or (ivv) any other circumstance, happening or event whatsoever including, without limitation, the existence (or alleged existence) of any Material Adverse Effectwhatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafterRate. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s 's participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section, until such amount has been purchased in full.

Procedure for Swingline Borrowing; Etc. (a) The Company Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form (“Notice of Exhibit B attached hereto (a “Swingline NoticeBorrowing”) prior to 10:00 a.m.11:00 a.m. (Gainesville, New York FL time, ) on the requested date of each Swingline Borrowing. Each Notice of Swingline Notice Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Company Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline NoticeBorrowing. Each Swingline Loan shall accrue interest at the Base Index Rate Plus the Applicable Margin or any other interest rate as agreed between the Company and the Swingline Lender and shall have an Interest Period (which shall be a period contemplated by the definition of the term “Interest Period”) as agreed between the Company Borrower and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the Company. The Swingline Lender will make the proceeds of each Swingline Loan available to the Company Borrower in Dollars in immediately available funds at the account specified by the Company Borrower in the applicable Notice of Swingline Notice Borrowing not later than 1:00 p.m.p.m. (Gainesville, New York FL time, ) on the requested date of such Swingline Loan. The Administrative Agent will notify the Lenders on a quarterly basis if any Swingline Loans occurred during such quarter. (b) The Swingline LenderOnce a week on the first Business Day of the week, and at any time other times and from time to time in its the Swingline Lender’s sole discretion, the Swingline Lender may, on behalf of the Company Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Loan Notice Borrowing to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Revolving Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Revolving Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.022.8, which will be used solely for the repayment of such Swingline Loan. (c) If for any reason a Base Rate Loan Revolving Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Loan Revolving Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Index Rate, such Swingline Loan shall automatically become a Base Rate Revolving Loan on the effective date of any such participation and interest shall become payable on demand. (d) Each Lender’s obligation to make a Base Rate Revolving Loan pursuant to Section 2.14(b2.5(b) or to purchase the participating interests pursuant to Section 2.14(c2.5(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-offsetoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Company Borrower or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender’s Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or could reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by the CompanyBorrower, the Administrative Agent or any Lender or (ivv) any other circumstance, happening or event whatsoever including, without limitation, the existence (or alleged existence) of any Material Adverse Effectwhatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafterRate. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section, until such amount has been purchased in full.

Procedure for Swingline Borrowing; Etc. (a) The Company Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form (“Notice of Exhibit B attached hereto (a “Swingline NoticeBorrowing”) prior to 10:00 a.m., New York time, 11:00 a.m. on the requested date of each Swingline Borrowing. Each Notice of Swingline Notice Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Company Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline NoticeBorrowing. Each Swingline Loan shall accrue interest at the Base Rate or any other interest rate as agreed between the Company and the Swingline Lender specified in Section 2.12(b) and shall have an Interest Period (which shall be a period contemplated by subject to the definition of the term “Interest Period”thereof) as agreed between the Company Borrower and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the CompanyBorrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Company Borrower in Dollars in immediately available funds at the account specified by the Company Borrower in the applicable Notice of Swingline Notice Borrowing not later than 1:00 p.m., New York time, p.m. on the requested date of such Swingline Loan. The Administrative Agent will notify the Lenders on a quarterly basis if any Swingline Loans occurred during such quarter. (b) The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Company Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Loan Notice Borrowing to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.022.6, which will be used solely for the repayment of such Swingline Loan. (c) If for any reason a Base Rate Loan Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Loan Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the effective date of any such participation and interest shall become payable on demand. (d) Each Lender’s obligation to make a Base Rate Loan pursuant to Section 2.14(b2.5(b) or to purchase the participating interests pursuant to Section 2.14(c2.5(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-offsetoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Company Borrower or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default (other than an Event of Default in existence at the time of the making of any Swingline Loan by the Swingline Lender of which the Swingline Lender had actual knowledge) or the termination of any Lender’s Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or could reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by the CompanyBorrower, the Administrative Agent or any Lender or (ivv) any other circumstance, happening or event whatsoever including, without limitation, the existence (or alleged existence) of any Material Adverse Effectwhatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafterRate. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s participation interest in such Swingline Loans that such Lender failed to fund pursuant to this SectionSection 2.5, until such amount has been purchased in full.

Procedure for Swingline Borrowing; Etc. (a) The Company Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form (“Notice of Exhibit B attached hereto (a “Swingline NoticeBorrowing”) prior to 10:00 a.m., New York time, 11:00 a.m. on the requested date of each Swingline Borrowing. Each Notice of Swingline Notice Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Company Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline NoticeBorrowing. Each Swingline Loan shall accrue interest at the Base Swingline Rate or any other interest rate as agreed between the Company Borrower and the Swingline Lender and shall have an Interest Period (which shall be a period contemplated by subject to the definition of the term “Interest Period”thereof) as agreed between the Company Borrower and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the CompanyBorrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Company Borrower in Dollars in immediately available funds at the account specified by the Company Borrower in the applicable Notice of Swingline Notice Borrowing not later than 1:00 p.m., New York time, p.m. on the requested date of such Swingline Loan. (b) . The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Company (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Revolving Loan Notice to the Administrative Agent requesting will notify the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of on a quarterly basis if any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in Loans occurred during such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.02, which will be used solely for the repayment of such Swingline Loanquarter. (c) If for any reason a Base Rate Loan may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Loan should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the effective date of any such participation and interest shall become payable on demand. (d) Each Lender’s obligation to make a Base Rate Loan pursuant to Section 2.14(b) or to purchase the participating interests pursuant to Section 2.14(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-off, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Company or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender’s Commitment, (iii) any breach of this Agreement or any other Loan Document by the Company, the Administrative Agent or any Lender or (iv) any other circumstance, happening or event whatsoever including, without limitation, the existence (or alleged existence) of any Material Adverse Effect, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafter. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section, until such amount has been purchased in full.

Procedure for Swingline Borrowing; Etc. (a) The Company Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form ("Notice of Exhibit B attached hereto (a “Swingline Notice”Borrowing") prior to 10:00 a.m., New York time, 12:00 Noon eastern standard time on the requested date of each Swingline Borrowing. Each Notice of Swingline Notice Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Company Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline NoticeBorrowing. Each Swingline Loan shall accrue interest at the Base Rate or any other interest rate as agreed between the Company and the Swingline Lender and shall have an Interest Period (which shall be a period contemplated by the definition of the term “Interest Period”) as agreed between the Company and the Swingline LenderRate. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the CompanyBorrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Company Borrower in Dollars in immediately available funds at the account specified by the Company Borrower in the applicable Notice of Swingline Notice Borrowing not later than 1:00 p.m., New York time, 2:00 p.m. eastern standard time on the requested date of such Swingline Loan. The Administrative Agent will notify the Lenders on a quarterly basis if any Swingline Loans occurred during such quarter. (b) The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Company Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Loan Notice Borrowing to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.022.3, which will be used solely for the repayment of such Swingline Loan. (c) If for any reason a Base Rate Loan Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Loan Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the effective date of any such participation and interest shall become payable on demand. (d) Each Lender’s 's obligation to make a Base Rate Loan pursuant to Section 2.14(b2.5(b) or to purchase the participating interests pursuant to Section 2.14(c2.5(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-offsetoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Company Borrower or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender’s 's Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or could reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by the CompanyBorrower, the Administrative Agent or any Lender or (ivv) any other circumstance, happening or event whatsoever including, without limitation, the existence (or alleged existence) of any Material Adverse Effectwhatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafterRate. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s 's participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section, until such amount has been purchased in full.

Procedure for Swingline Borrowing; Etc. (a) The Company Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form ("Notice of Exhibit B attached hereto (a “Swingline Notice”Borrowing") prior to 10:00 a.m., New York time, 1:00 p.m. on the requested date of each Swingline Borrowing. Each Notice of Swingline Notice Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Company Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline NoticeBorrowing. Each Swingline Loan shall accrue interest at the Base Rate or any other interest rate as agreed between the Company and the Swingline Lender specified in Section 2.12(b) and shall have an Interest Period (which shall be a period contemplated by subject to the definition of the term “Interest Period”thereof) as agreed between the Company Borrower and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the CompanyBorrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Company Borrower in Dollars in immediately available funds at the account specified by the Company Borrower in the applicable Notice of Swingline Notice Borrowing not later than 1:00 p.m., New York time, 4:00 p.m. on the requested date of such Swingline Loan. The Administrative Agent will notify the Lenders on a quarterly basis if any Swingline Loans occurred during such quarter. (b) The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Company Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Loan Notice Borrowing to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.022.6, which will be used solely for the repayment of such Swingline Loan. (c) If for any reason a Base Rate Loan Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Loan Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the effective date of any such participation and interest shall become payable on demand. (d) Each Lender’s 's obligation to make a Base Rate Loan pursuant to Section 2.14(b2.5(b) or to purchase the participating interests pursuant to Section 2.14(c2.5(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-offsetoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Company Borrower or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender’s 's Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or could reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by the CompanyBorrower, the Administrative Agent or any Lender or (ivv) any other circumstance, happening or event whatsoever including, without limitation, the existence (or alleged existence) of any Material Adverse Effectwhatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafterRate. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s 's participation interest in such Swingline Loans that such Lender failed to fund pursuant to this SectionSection 2.5, until such amount has been purchased in full.

Procedure for Swingline Borrowing; Etc. (a) The Company Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form of Exhibit B attached hereto 2.5 (a “"Notice of Swingline Notice”Borrowing") prior to 10:00 a.m.2:00 p.m. (Atlanta, New York Georgia time, ) on the requested date of each Swingline Borrowing. Each Notice of Swingline Notice Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Company Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline NoticeBorrowing. Each Swingline Loan shall accrue interest at the Base Swingline Rate or any other interest rate as agreed between the Company and the Swingline Lender and shall have an Interest Period (which shall be a period contemplated by subject to the definition of the term “Interest Period”thereof) as agreed between the Company Borrower and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 250,000 or a larger multiple of $50,0001,000, or such other minimum amounts agreed to by the Swingline Lender and the CompanyBorrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Company Borrower in Dollars in immediately available funds at the account specified by the Company Borrower in the applicable Notice of Swingline Notice Borrowing not later than 1:00 p.m.4:00 p.m. (Atlanta, New York Georgia time, ) on the requested date of such Swingline Loan. (b) The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Company Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Loan Notice Borrowing to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.022.6, which will be used solely for the repayment of such Swingline Loan. (c) If for any reason a Base Rate Loan Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Loan Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the effective date of any such participation and interest shall become payable on demand. (d) Each Lender’s 's obligation to make a Base Rate Loan pursuant to Section 2.14(b2.5(b) or to purchase the participating interests pursuant to Section 2.14(c2.5(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-offsetoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Company Borrower or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender’s 's Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or could reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by the CompanyBorrower, the Administrative Agent or any Lender or (ivv) any other circumstance, happening or event whatsoever including, without limitation, the existence (or alleged existence) of any Material Adverse Effectwhatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafter. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s 's participation interest in such Swingline Loans that such Lender failed to fund pursuant to this SectionSection 2.5, until such amount has been purchased in full.

Procedure for Swingline Borrowing; Etc. (a) The Company Borrowers shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form of Exhibit B 2.5 attached hereto (a “Notice of Swingline NoticeBorrowing”) prior to 10:00 a.m., New York time, 11:00 a.m. on the requested date of each Swingline Borrowing. Each Notice of Swingline Notice Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Company to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline NoticeBorrowing. Each Swingline Loan shall accrue interest at the Base Swingline Rate or any other interest rate as agreed between the Company and the Swingline Lender and shall have an Interest Period (which shall be a period contemplated by subject to the definition of the term “Interest Period”thereof) as agreed between the Company Cxxxxxxx and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 500,000 or a larger multiple of $50,000100,000, or such other minimum amounts agreed to by the Swingline Lender and the CompanyBorrowers. The Swingline Lender will make the proceeds of each Swingline Loan available to the Company Borrowers in Dollars in immediately available funds at the account specified by the Company Borrowers in the applicable Notice of Swingline Notice Borrowing not later than 1:00 p.m., New York time, 3:00 p.m. on the requested date of such Swingline Loan. The Administrative Agent will notify the Revolving Credit Lenders on a quarterly basis if any Swingline Loans occurred during such quarter. (b) The If (i) any Swingline Loan matures and remains unpaid; (ii) any Default or Event of Default occurs or (iii) the Swingline Lender’s total amount of outstanding aggregate Revolving Credit Exposures and Swingline Loans exceed the Swingline Lender’s Revolving Commitment, at any time and from time to time in its sole discretion, the Swingline Lender may, on behalf of the Company Borrowers (which hereby irrevocably authorizes authorize and directs direct the Swingline Lender to act on its their behalf), give a Notice of Revolving Loan Notice Borrowing to the Administrative Agent requesting the Revolving Credit Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Revolving Credit Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.022.7, which will be used solely for the repayment of such Swingline Loan. (c) If for any reason a Base Rate Loan Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisionsclause (b), then each Revolving Credit Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Loan Borrowing should have occurred. On the date of such required purchase, each Revolving Credit Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the effective date of any such participation and interest shall become payable on demand. (d) Each Revolving Credit Lender’s obligation to make a Base Rate Loan pursuant to Section 2.14(b2.5(b) or to purchase the participating interests pursuant to Section 2.14(c2.5(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-offsetoff, counterclaim, recoupment, defense or other right that such Revolving Credit Lender or any other Person may have or claim against the Swingline Lender, the Company either Borrower or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender’s Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or could reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by the Companyeither Borrower, the Administrative Agent or any Lender or (ivv) any other circumstance, happening or event whatsoever including, without limitation, the existence (or alleged existence) of any Material Adverse Effectwhatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Revolving Credit Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Revolving Credit Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafterRate. Until such time as such Revolving Credit Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Revolving Credit Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section, until such amount has been purchased in full.

Procedure for Swingline Borrowing; Etc. (a) The Company Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form of Exhibit B attached hereto (a “Swingline Notice”"NOTICE OF SWINGLINE BORROWING") prior to 10:00 a.m., New York time, a.m. on the requested date of each Swingline Borrowing. Each Notice of Swingline Notice Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Company Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline NoticeBorrowing. Each Swingline Loan shall accrue interest at the Base Rate or any other interest rate as agreed between the Company Borrower and the Swingline Lender (the "Offered Rate") and shall have an Interest Period (which shall be a period contemplated by subject to the definition of the term “Interest Period”thereof) as agreed between the Company Borrower and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the Company. The Swingline Lender will make the proceeds of each Swingline Loan available to the Company Borrower in Dollars in immediately available funds at the account specified by the Company Borrower in the applicable Notice of Swingline Notice Borrowing not later than 1:00 p.m., New York time, p.m. on the requested date of such Swingline Loan. The Administrative Agent will notify the Lenders on a quarterly basis if any Swingline Loans occurred during such quarter. (b) The If (i) any Swingline Loan matures and remains unpaid; (ii) any Default or Event of Default occurs or (iii) the Swingline Lender's total amount of outstanding aggregate Revolving Credit Exposures and Swingline Loans exceed the Swingline Lender's Revolving Commitment, at any time and from time to time in its sole discretionthen the Swingline Lender, may, on behalf of the Company Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Loan Notice Borrowing to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.022.6, which will be used solely for the repayment of such Swingline Loan. (c) If for any reason a Base Rate Loan Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Loan Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the effective date of any such participation and interest shall become payable on demand. (d) Each Lender’s 's obligation to make a Base Rate Loan pursuant to Section 2.14(b2.5(b) or to purchase the participating interests pursuant to Section 2.14(c2.5(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-offsetoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Company Borrower or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender’s 's Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or could reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by the CompanyBorrower, the Administrative Agent or any Lender or (ivv) any other circumstance, happening or event whatsoever including, without limitation, the existence (or alleged existence) of any Material Adverse Effectwhatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafterRate. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s 's participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section, until such amount has been purchased in full.

Procedure for Swingline Borrowing; Etc. (a) The Company Borrowers shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form of Exhibit B 2.5 attached hereto (a “Swingline Notice”"NOTICE OF SWINGLINE BORROWING") prior to 10:00 a.m., New York time, 11:00 a.m. on the requested date of each Swingline Borrowing. Each Notice of Swingline Notice Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Company to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline NoticeBorrowing. Each Swingline Loan shall accrue interest at the Base Swingline Rate or any other interest rate as agreed between the Company and the Swingline Lender and shall have an Interest Period (which shall be a period contemplated by subject to the definition of the term “Interest Period”thereof) as agreed between the Company Cxxxxxxx and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 500,000 or a larger multiple of $50,000100,000, or such other minimum amounts agreed to by the Swingline Lender and the CompanyBorrowers. The Swingline Lender will make the proceeds of each Swingline Loan available to the Company Borrowers in Dollars in immediately available funds at the account specified by the Company Borrowers in the applicable Notice of Swingline Notice Borrowing not later than 1:00 p.m., New York time, 3:00 p.m. on the requested date of such Swingline Loan. The Administrative Agent will notify the Lenders on a quarterly basis if any Swingline Loans occurred during such quarter. (b) The If (i) any Swingline Loan matures and remains unpaid; (ii) any Default or Event of Default occurs or (iii) the Swingline Lender's total amount of outstanding aggregate Revolving Credit Exposures and Swingline Loans exceed the Swingline Lender's Revolving Commitment, at any time and from time to time in its sole discretion, the Swingline Lender may, on behalf of the Company Borrowers (which hereby irrevocably authorizes authorize and directs direct the Swingline Lender to act on its their behalf), give a Notice of Revolving Loan Notice Borrowing to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.022.9, which will be used solely for the repayment of such Swingline Loan. (c) If for any reason a Base Rate Loan Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Loan Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the effective date of any such participation and interest shall become payable on demand. (d) Each Lender’s 's obligation to make a Base Rate Loan pursuant to Section 2.14(b2.5(b) or to purchase the participating interests pursuant to Section 2.14(c2.5(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-offsetoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Company either Borrower or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender’s 's Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or could reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by the Companyeither Borrower, the Administrative Agent or any Lender or (ivv) any other circumstance, happening or event whatsoever including, without limitation, the existence (or alleged existence) of any Material Adverse Effectwhatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafterRate. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s 's participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section, until such amount has been purchased in full.

Procedure for Swingline Borrowing; Etc. (a) The Company Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form of Exhibit B attached hereto (a “Swingline Notice”"NOTICE OF SWINGLINE BORROWING") prior to 10:00 a.m., New York time, a.m. on the requested date of each Swingline Borrowing. Each Notice of Swingline Notice Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Company Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline NoticeBorrowing. Each Swingline Loan shall accrue interest at the Base Swingline Rate or any other interest rate as agreed between the Company Borrower and the Swingline Lender and shall have an Interest Period (which shall be a period contemplated by subject to the definition of the term “Interest Period”thereof) as agreed between the Company Borrower and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the CompanyBorrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Company Borrower in Dollars in immediately available funds at the account specified by the Company Borrower in the applicable Notice of Swingline Notice Borrowing not later than 1:00 p.m., New York time, p.m. on the requested date of such Swingline Loan. The Administrative Agent will notify the Lenders on a quarterly basis if any Swingline Loans occurred during such quarter. (b) The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Company Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Loan Notice Borrowing to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.022.6, which will be used solely for the repayment of such Swingline Loan. (c) If for any reason a Base Rate Loan Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Loan Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the effective date of any such participation and interest shall become payable on demand. (d) Each Lender’s 's obligation to make a Base Rate Loan pursuant to Section 2.14(b2.5(b) or to purchase the participating interests pursuant to Section 2.14(c2.5(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-offsetoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Company Borrower or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender’s Commitment, (iii) any breach of this Agreement or any other Loan Document by the Company, the Administrative Agent or any Lender or (iv) any other circumstance, happening or event whatsoever including, without limitation, the existence (or alleged existence) of any Material Adverse Effect, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafter. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section, until such amount has been purchased in full.any

Procedure for Swingline Borrowing; Etc. (a) The Company Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form of Exhibit B attached hereto (a “Swingline Notice”"NOTICE OF SWINGLINE BORROWING") prior to 10:00 a.m.2:00 p.m. (Atlanta, New York Georgia time, ) on the requested date of each Swingline Borrowing. Each Notice of Swingline Notice Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Company Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline NoticeBorrowing. Each Swingline Loan shall accrue interest at the Base Swingline Rate or any other interest rate as agreed between the Company and the Swingline Lender and shall have an Interest Period (which shall be a period contemplated by subject to the definition of the term “Interest Period”thereof) as agreed between the Company Borrower and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 250,000 or a larger multiple of $50,0001,000, or such other minimum amounts agreed to by the Swingline Lender and the CompanyBorrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Company Borrower in Dollars in immediately available funds at the account specified by the Company Borrower in the applicable Notice of Swingline Notice Borrowing not later than 1:00 p.m., New York time, 4:00 p.m. on the requested date of such Swingline Loan. (b) The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Company Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Loan Notice Borrowing to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.022.6, which will be used solely for the repayment of such Swingline Loan. (c) If for any reason a Base Rate Loan Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Loan Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the effective date of any such participation and interest shall become payable on demand. (d) Each Lender’s 's obligation to make a Base Rate Loan pursuant to Section 2.14(b2.5(b) or to purchase the participating interests pursuant to Section 2.14(c2.5(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-offsetoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Company Borrower or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender’s 's Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or could reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by the CompanyBorrower, the Administrative Agent or any Lender or (ivv) any other circumstance, happening or event whatsoever including, without limitation, the existence (or alleged existence) of any Material Adverse Effectwhatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafterRate. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s 's participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section, until such amount has been purchased in full.

Procedure for Swingline Borrowing; Etc. (a) The Company Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form of Exhibit B 2.6 attached hereto (a “Notice of Swingline NoticeBorrowing”) prior to 10:00 a.m., New York time, 2:00 p.m. on the requested date of each Swingline Borrowing. Each Notice of Swingline Notice Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Company Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline NoticeBorrowing. Each Swingline Loan shall accrue interest at the Base Rate or any other interest rate as agreed between the Company Borrower and the Swingline Lender (the “Swingline Rate”) and shall have an Interest Period (which shall be a period contemplated by subject to the definition of the term “Interest Period”thereof) as agreed between the Company Borrower and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the CompanyBorrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Company Borrower in Dollars in immediately available funds at the account specified by the Company Borrower in the applicable Notice of Swingline Notice Borrowing not later than 1:00 p.m., New York time, 3:00 p.m. on the requested date of such Swingline Loan. (b) The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Company Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Loan Notice Borrowing to the Administrative Agent requesting the Revolving Lenders (including the Swingline Lender) to make a Base Rate Loans Loan in an amount equal to the unpaid principal amount of any Swingline Loan. Each Revolving Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.022.7, which will be used solely for the repayment of such Swingline Loan. (c) If for any reason a Base Rate Loan Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Revolving Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Loan Borrowing should have occurred. On the date of such required purchase, each Revolving Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the effective date of any such participation and interest shall become payable on demand. (d) Each Revolving Lender’s obligation to make a Base Rate Loan pursuant to Section 2.14(b2.6(b) or to purchase the participating interests pursuant to Section 2.14(c2.6(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-offsetoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Company Borrower or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender’s Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or could reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by the CompanyBorrower, the Administrative Agent or any Lender or (ivv) any other circumstance, happening or event whatsoever including, without limitation, the existence (or alleged existence) of any Material Adverse Effectwhatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Revolving Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafterRate. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section, until such amount has been purchased in full.

Procedure for Swingline Borrowing; Etc. (a) The Company Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form of Exhibit B attached hereto (a “Swingline Notice”"NOTICE OF SWINGLINE BORROWING") prior to 10:00 a.m., New York time, 11:00 a.m. on the requested date of each Swingline Borrowing. Each Notice of Swingline Notice Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Company Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline NoticeBorrowing. Each Swingline Loan shall accrue interest at the Base Swingline Rate or any other interest rate as agreed between the Company Borrower and the Swingline Lender and shall have an Interest Period (which shall be a period contemplated by subject to the definition of the term “Interest Period”thereof) as agreed between the Company Borrower and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 500,000 or a larger multiple of $50,000100,000, or such other minimum amounts agreed to by the Swingline Lender and the CompanyBorrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Company Borrower in U.S. Dollars in immediately available funds at the account specified by the Company Borrower in the applicable Notice of Swingline Notice Borrowing not later than 1:00 p.m., New York time, p.m. on the requested date of such Swingline Loan. The Administrative Agent will notify the Lenders on a quarterly basis if any Swingline Loans occurred during such quarter. (b) The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Company Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Loan Notice Borrowing to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.022.6, which will be used solely for the repayment of such Swingline Loan. (c) If for any reason a Base Rate Loan Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Loan Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the effective date of any such participation and interest shall become payable on demand. (d) . Each Lender’s 's obligation to make a Base Rate Loan pursuant to Section 2.14(b2.5(b) or to purchase the participating interests pursuant to Section 2.14(c2.5(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-offsetoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Company Borrower or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default (other than an Event of Default in existence at the time of the making of any Swingline Loan by the Swingline Lender of which the Swingline Lender had actual knowledge) or the termination of any Lender’s 's Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or could reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by the CompanyBorrower, the Administrative Agent or any Lender or (ivv) any other circumstance, happening or event whatsoever including, without limitation, the existence (or alleged existence) of any Material Adverse Effectwhatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafterRate. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s 's participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section, until such amount has been purchased in full.

Procedure for Swingline Borrowing; Etc. (a) The Company Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form of Exhibit B EXHIBIT 2.6 attached hereto (a “Swingline Notice”"NOTICE OF SWINGLINE BORROWING") prior to 10:00 a.m., New York time, a.m. on the requested date of each Swingline Borrowing. Each Notice of Swingline Notice Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Company Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline NoticeBorrowing. Each Swingline Loan shall accrue interest at the Base Rate or any other interest rate as agreed between the Company Borrower and the Swingline Lender and shall have an Interest Period (which shall be a period contemplated by subject to the definition of the term “Interest Period”thereof) as agreed between the Company Borrower and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the CompanyBorrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Company Borrower in Dollars in immediately available funds at the account specified by the Company Borrower in the applicable Notice of Swingline Notice Borrowing not later than 1:00 p.m., New York time, p.m. on the requested date of such Swingline Loan. (b) The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Company Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Loan Notice Borrowing to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.02SECTION 2.7, which will be used solely for the repayment of such Swingline Loan. (c) If for any reason a Base Rate Loan Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Loan Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the effective date of any such participation and interest shall become payable on demand. (d) Each Lender’s 's obligation to make a Base Rate Loan pursuant to Section 2.14(bSECTION 2.6(b) or to purchase the participating interests pursuant to Section 2.14(cSECTION 2.6(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-offsetoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Company Borrower or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender’s 's Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or could reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by the CompanyBorrower, the Administrative Agent or any Lender or (ivv) any other circumstance, happening or event whatsoever including, without limitation, the existence (or alleged existence) of any Material Adverse Effectwhatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof at (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafter. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s 's participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section, until such amount has been purchased in full.

Procedure for Swingline Borrowing; Etc. (a) The Company Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form (“Notice of Exhibit B attached hereto (a “Swingline NoticeBorrowing”) prior to 10:00 a.m., New York time, a.m. on the requested date of each Swingline Borrowing. Each Notice of Swingline Notice Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Company Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline NoticeBorrowing. Each Swingline Loan shall accrue interest at the Base Swingline Rate or any other interest rate as agreed between the Company Borrower and the Swingline Lender and shall have an Interest Period (which shall be a period contemplated by subject to the definition of the term “Interest Period”thereof) as agreed between the Company Borrower and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the CompanyBorrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Company Borrower in Dollars in immediately available funds at the account specified by the Company Borrower in the applicable Notice of Swingline Notice Borrowing not later than 1:00 p.m., New York time, p.m. on the requested date of such Swingline Loan. (b) . The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Company (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Revolving Loan Notice to the Administrative Agent requesting will notify the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of on a quarterly basis if any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in Loans occurred during such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.02, which will be used solely for the repayment of such Swingline Loanquarter. (c) If for any reason a Base Rate Loan may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Loan should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the effective date of any such participation and interest shall become payable on demand. (d) Each Lender’s obligation to make a Base Rate Loan pursuant to Section 2.14(b) or to purchase the participating interests pursuant to Section 2.14(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-off, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Company or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender’s Commitment, (iii) any breach of this Agreement or any other Loan Document by the Company, the Administrative Agent or any Lender or (iv) any other circumstance, happening or event whatsoever including, without limitation, the existence (or alleged existence) of any Material Adverse Effect, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafter. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section, until such amount has been purchased in full.

Procedure for Swingline Borrowing; Etc. (a) The Company Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form of Exhibit B attached hereto (a “Swingline Notice”"NOTICE OF SWINGLINE BORROWING") prior to 10:00 a.m., New York time, a.m. on the requested date of each Swingline Borrowing. Each Notice of Swingline Notice Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Company Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline NoticeBorrowing. Each Swingline Loan shall accrue interest at the Base Rate or any other interest rate as agreed between the Company Borrower and the Swingline Lender and shall have an Interest Period (which shall be a period contemplated by subject to the definition of the term “Interest Period”thereof) as agreed between the Company Borrower and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the CompanyBorrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Company Borrower in Dollars in immediately available funds at the account specified by the Company Borrower in the applicable Notice of Swingline Notice Borrowing not later than 1:00 p.m., New York time, p.m. on the requested date of such Swingline Loan. The Administrative Agent will notify the Lenders on a quarterly basis if any Swingline Loans occurred during such quarter. (b) The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Company Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Loan Notice Borrowing to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.022.8, which will be used solely for the repayment of such Swingline Loan. (c) If for any reason a Base Rate Loan Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Loan Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the effective date of any such participation and interest shall become payable on demand. (d) Each Lender’s 's obligation to make a Base Rate Loan pursuant to Section 2.14(b2.5(b) or to purchase the participating interests pursuant to Section 2.14(c2.5(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-offsetoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Company Borrower or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender’s 's Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or could reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by the CompanyBorrower, the Administrative Agent or any Lender or (ivv) any other circumstance, happening or event whatsoever including, without limitation, the existence (or alleged existence) of any Material Adverse Effectwhatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafterRate. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s 's participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section, until such amount has been purchased in full.

Procedure for Swingline Borrowing; Etc. (a) The Company Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form of Exhibit B 2.6 attached hereto (a “Notice of Swingline NoticeBorrowing”) prior to 10:00 a.m., New York time, 2:00 p.m. on the requested date of each Swingline Borrowing. Each Notice of Swingline Notice Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Company Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline NoticeBorrowing. Each Swingline Loan shall accrue interest at the Base Rate or any other interest rate as agreed between the Company Borrower and the Swingline Lender (the “Swingline Rate”) and shall have an Interest Period (which shall be a period contemplated by subject to the definition of the term “Interest Period”thereof) as agreed between the Company Borrower and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the CompanyBorrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Company Borrower in Dollars in immediately available funds at the account specified by the Company Borrower in the applicable Notice of Swingline Notice Borrowing not later than 1:00 p.m., New York time, 3:00 p.m. on the requested date of such Swingline Loan. (b) The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Company Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Loan Notice Borrowing to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make a Base Rate Loans Loan in an amount CHAR1\1185130v10 equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swingline Loan) for the account of the Swingline Lender in accordance with Section 2.022.7, which will be used solely for the repayment of such Swingline Loan, whereupon, subject to Section 2.6(c), each Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swingline Lender. (c) If for any reason a Base Rate Loan Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Loan Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the effective date of any such participation and interest shall become payable on demand. (d) Each Lender’s obligation to make a Base Rate Loan pursuant to Section 2.14(b2.6(b) or to purchase the participating interests pursuant to Section 2.14(c2.6(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-offsetoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Company Borrower or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender’s Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or could reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by the CompanyBorrower, the Administrative Agent or any Lender or (ivv) any other circumstance, happening or event whatsoever including, without limitation, the existence (or alleged existence) of any Material Adverse Effectwhatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such LenderLender (acting through the Administrative Agent), together with accrued interest thereon for each day from the date of demand thereof (i) at a rate per annum equal to the greater of the Federal Funds Rate until and a rate determined by the second Business Day after such demand and Swingline Lender in accordance with banking industry rules on interbank compensation. A certificate of the Swingline Lender submitted to any Lender (iithrough the Administrative Agent) at the Base Rate at all times thereafterwith respect to any amounts owing under this Section 2.6(d) shall be conclusive absent manifest error. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section, until such amount has been purchased in full. CHAR1\1185130v10 (i) At any time after any Lender has purchased and funded a risk participation in a Swingline Loan, if the Swingline Lender receives any payment on account of such Swingline Loan, the Swingline Lender will distribute to such Lender its Pro Rata Share of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s risk participation was funded) in the same funds as those received by the Swingline Lender. (ii) If any payment received by the Swingline Lender in respect of principal or interest on any Swingline Loan is required to be returned by the Swingline Lender under any of the circumstances described in Section 11.13 (including pursuant to any settlement entered into by the Swingline Lender in its discretion), each Lender shall pay to the Swingline Lender its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent will make such demand upon the request of the Swingline Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement. (f) The Borrower shall make all payments of principal and interest in respect of the Swingline Loans directly to the Swingline Lender.

Procedure for Swingline Borrowing; Etc. (a) The Company Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form (“Notice of Exhibit B attached hereto (a “Swingline NoticeBorrowing”) prior to 10:00 a.m., New York time, 11:00 a.m. on the requested date of each Swingline Borrowing. Each Notice of Swingline Notice Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Company Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline NoticeBorrowing. Each Swingline Loan shall accrue interest at the Base Rate or any other interest rate as agreed between the Company Borrower and the Swingline Lender and shall have an Interest Period (which shall be a period contemplated by subject to the definition of the term “Interest Period”thereof) as agreed between the Company Borrower and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the CompanyBorrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Company Borrower in Dollars in immediately available funds at the account specified by the Company Borrower in the applicable Notice of Swingline Notice Borrowing not later than 1:00 p.m., New York time, p.m. on the requested date of such Swingline Loan. The Administrative Agent will notify the Lenders on a quarterly basis if any Swingline Loans occurred during such quarter. (b) The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Company Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Loan Notice Borrowing to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.022.8, which will be used solely for the repayment of such Swingline Loan. (c) If for any reason a Base Rate Loan Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Loan Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the effective date of any such participation and interest shall become payable on demand. (d) Each Lender’s obligation to make a Base Rate Loan pursuant to Section 2.14(b2.5(b) or to purchase the participating interests pursuant to Section 2.14(c2.5(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-offsetoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Company Borrower or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender’s Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or could reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by the CompanyBorrower, the Administrative Agent or any Lender or (ivv) any other circumstance, happening or event whatsoever including, without limitation, the existence (or alleged existence) of any Material Adverse Effectwhatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafterRate. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section, until such amount has been purchased in full.

Procedure for Swingline Borrowing; Etc. (a) The Company Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form ("Notice of Exhibit B attached hereto (a “Swingline Notice”Borrowing") prior to 10:00 a.m., New York time, 12:00 noon on the requested date of each Swingline Borrowing. Each Notice of Swingline Notice Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Company Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline NoticeBorrowing. Each Swingline Loan shall accrue interest at the Base Swingline Rate or any other interest rate as agreed between the Company and the Swingline Lender and shall have an Interest Period (which shall be a period contemplated by subject to the definition of the term “Interest Period”thereof) as agreed between the Company Borrower and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 500,000 or a larger multiple of $50,000100,000, or such other minimum amounts agreed to by the Swingline Lender and the CompanyBorrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Company Borrower in Dollars in immediately available funds at the account specified by the Company Borrower in the applicable Notice of Swingline Notice Borrowing not later than 1:00 p.m., New York time, 3:00 p.m. on the requested date of such Swingline Loan. The Administrative Agent will notify the Lenders on a quarterly basis if any Swingline Loans occurred during such quarter. (b) The If (i) any Swingline Loan matures and remains unpaid; (ii) any Default or Event of Default occurs or (iii) the Swingline Lender's total amount of outstanding aggregate Revolving Credit Exposures and Swingline Loans exceed the Swingline Lender's Revolving Commitment, at any time and from time to time in its sole discretion, the Swingline Lender may, on behalf of the Company Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Loan Notice Borrowing to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.022.8, which will be used solely for the repayment of such Swingline Loan. (c) If for any reason a Base Rate Loan Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Loan Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the effective date of any such participation and interest shall become payable on demand. (d) Each Lender’s 's obligation to make a Base Rate Loan pursuant to Section 2.14(b2.5(b) or to purchase the participating interests pursuant to Section 2.14(c2.5(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-offsetoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Company Borrower or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender’s 's Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or could reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by the CompanyBorrower, the Administrative Agent or any Lender or (ivv) any other circumstance, happening or event whatsoever including, without limitation, the existence (or alleged existence) of any Material Adverse Effectwhatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafterRate. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s 's participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section, until such amount has been purchased in full.

Procedure for Swingline Borrowing; Etc. (a) The Company Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form of Exhibit B attached hereto (a “Swingline Notice”"NOTICE OF SWINGLINE BORROWING") prior to 10:00 a.m., New York time, 11:00 a.m. on the requested date of each Swingline Borrowing. Each Notice of Swingline Notice Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) ), and (iii) the account of the Company Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline NoticeBorrowing. Each Swingline Loan shall accrue interest at the Base Swingline Rate or any other interest rate as agreed between the Company and the Swingline Lender and shall have an Interest Period (which shall be a period contemplated by subject to the definition of the term “Interest Period”thereof) as agreed between the Company Borrower and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 or a larger multiple of $50,000100,000, or such other minimum amounts agreed to by the Swingline Lender and the CompanyBorrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Company Borrower in Dollars in immediately available funds at the account specified by the Company Borrower in the applicable Notice of Swingline Notice Borrowing not later than 1:00 p.m., New York time, p.m. on the requested date of such Swingline Loan. The Administrative Agent will notify the Lenders on a quarterly basis if any Swingline Loans occurred during such quarter. (b) The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Company Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Loan Notice Borrowing to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Revolving Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.022.6, which will be used solely for the repayment of such Swingline Loan. (c) If for any reason a Revolving Base Rate Loan Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Revolving Base Rate Loan Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Revolving Base Rate Loan on the effective date of any such participation and interest shall become payable on demand. (d) Each Lender’s 's obligation to make a Revolving Base Rate Loan pursuant to Section 2.14(b2.5(b) or to purchase the participating interests pursuant to Section 2.14(c2.5(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-offsetoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Company Borrower or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender’s 's Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or could reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by the CompanyBorrower, the Administrative Agent or any Lender Lender, or (ivv) any other circumstance, happening or event whatsoever including, without limitation, the existence (or alleged existence) of any Material Adverse Effectwhatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafterRate. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s 's participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section, until such amount has been purchased in full.

Procedure for Swingline Borrowing; Etc. (a) The Company Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form (“Notice of Exhibit B attached hereto (a “Swingline NoticeBorrowing”) prior to 10:00 a.m., New York time, 11:00 a.m. on the requested date of each Swingline Borrowing. Each Notice of Swingline Notice Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) ), and (iii) the account of the Company Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline NoticeBorrowing. Each Swingline Loan shall accrue interest at the Base Swingline Rate or any other interest rate as agreed between the Company and the Swingline Lender and shall have an Interest Period (which shall be a period contemplated by subject to the definition of the term “Interest Period”thereof) as agreed between the Company Borrower and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 or a larger multiple of $50,000100,000, or such other minimum amounts agreed to by the Swingline Lender and the CompanyBorrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Company Borrower in Dollars in immediately available funds at the account specified by the Company Borrower in the applicable Notice of Swingline Notice Borrowing not later than 1:00 p.m., New York time, p.m. on the requested date of such Swingline Loan. The Administrative Agent will notify the Lenders on a quarterly basis if any Swingline Loans occurred during such quarter. (b) The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Company Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Loan Notice Borrowing to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Revolving Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.022.6, which will be used solely for the repayment of such Swingline Loan. (c) If for any reason a Revolving Base Rate Loan Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Revolving Base Rate Loan Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Revolving Base Rate Loan on the effective date of any such participation and interest shall become payable on demand. (d) Each Lender’s obligation to make a Revolving Base Rate Loan pursuant to Section 2.14(b2.5(b) or to purchase the participating interests pursuant to Section 2.14(c2.5(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-offsetoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Company Borrower or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender’s Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or could reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by the CompanyBorrower, the Administrative Agent or any Lender Lender, or (ivv) any other circumstance, happening or event whatsoever including, without limitation, the existence (or alleged existence) of any Material Adverse Effectwhatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafter. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section, until such amount has been purchased in full. (e) Upon the occurrence of and during the continuance of an Event of Default, the Swingline Lender shall not make new advances available under the Swingline Commitment except with the written consent of the Required Lenders.

Procedure for Swingline Borrowing; Etc. (a) The Company Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form ("Notice of Exhibit B attached hereto (a “Swingline Notice”Borrowing") prior to 10:00 a.m., New York time, 2:00 p.m. on the requested date of each Swingline Borrowing, unless such Swingline Borrowing is a Eurodollar Loan and in such case the request shall be three Business Days prior to such Eurodollar Borrowing. Each Notice of Swingline Notice Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and the applicable Interest Period if it is a Eurodollar Loan and (iii) the account of the Company Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender Lender, of each Notice of Swingline NoticeBorrowing. Each Swingline Loan shall accrue interest at the Base Rate or any other interest rate as agreed between the Company and the Swingline Lender and shall have an Interest Period (which shall be a period contemplated by the definition of the term “Interest Period”) as agreed between the Company and the Swingline LenderRate. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the CompanyBorrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Company Borrower in Dollars in immediately available funds at the account specified by the Company Borrower in the applicable Notice of Swingline Notice Borrowing not later than 1:00 p.m., New York time, 4:00 p.m. on the requested date of such Swingline Loan. The Administrative Agent will notify the Lenders on a quarterly basis if any Swingline Loans occurred during such quarter. (b) The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Company Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Loan Notice Borrowing to the Administrative Agent requesting the Revolving Lenders (including the Swingline Lender) to make Base Rate Loans under the Revolving Commitments in an amount equal to the unpaid principal amount of any Swingline Loan. Each Subject to clause (d) below, each Revolving Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.022.8, which will be used solely for the repayment of such Swingline Loan. (c) If for any reason a Revolving Base Rate Loan Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Revolving Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof (based on its Revolving Commitment and the Aggregate Revolving Commitment Amount) on the date that such Revolving Base Rate Loan Borrowing should have occurred. On the date of such required purchase, each Revolving Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the effective date of any such participation and interest shall become payable on demand. (d) Each Revolving Lender’s 's obligation to make a Revolving Base Rate Loan pursuant to Section 2.14(b2.5(b) or to purchase the participating interests pursuant to Section 2.14(c2.5(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-offsetoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Company Borrower or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Revolving Lender’s 's Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition that has had or could reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by the CompanyBorrower, the Administrative Agent or any Revolving Lender or (ivv) any other circumstance, happening or event whatsoever including, without limitation, the existence (or alleged existence) of any Material Adverse Effectwhatsoever, whether or not similar to any of the foregoing; provided, that no Revolving Lender will be obligated to make such Revolving Base Rate Loan or purchase such participating interests with respect to any Swingline Loan funded by the Swingline Lender during any period commencing on the first Business Day after such Revolving Lender receives notice from the Administrative Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 3.2 are not satisfied and ending when such conditions are satisfied or duly waived. If such amount is not in fact made available to the Swingline Lender by any Revolving Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Revolving Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafter. Until such time as such Revolving Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Revolving Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Revolving Lender’s 's participation interest in such Swingline Loans that such Revolving Lender failed to fund pursuant to this Section, until such amount has been purchased in full. For the avoidance of doubt, the Non-Extended Revolving Lenders shall have no obligation under this Section 2.5 with respect to any Swingline Loan made after the Non-Extended Revolving Commitment Termination Date.

Procedure for Swingline Borrowing; Etc. (a) The Company the Borrower shall give the Administrative Funding Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form of Exhibit B 2.5 attached hereto (a “Swingline Notice”"NOTICE OF SWINGLINE BORROWING") prior to 10:00 a.m.11:00 a.m. (Toronto, New York Ontario time, ) on the requested date of each Swingline Borrowing. Each Notice of Swingline Notice Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Company to which the proceeds of such Swingline Loan should be credited. The Administrative Funding Agent will promptly advise the Swingline Lender of each Notice of Swingline NoticeBorrowing. Each Swingline Loan shall accrue interest at the Base Swingline Rate or any other interest rate as agreed between the Company and the Swingline Lender and shall have an Interest Period (which shall be a period contemplated by subject to the definition of the term “Interest Period”thereof) as agreed between the Company Borrower and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 500,000 or a larger multiple of $50,000100,000, or such other minimum amounts agreed to by the Swingline Lender and the CompanyBorrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Company Borrower in Canadian Dollars in immediately available funds at the account specified by the Company Borrower in the applicable Notice of Swingline Notice Borrowing not later than 1:00 p.m.3:00 p.m. (Toronto, New York Ontario time, ) on the requested date of such Swingline Loan. The Funding Agent will notify the Lenders on a quarterly basis if any Swingline Loans occurred during such quarter. (b) The If (i) any Swingline Loan matures and remains unpaid; (ii) any Default or Event of Default occurs or (iii) the Swingline Lender's total amount of outstanding aggregate Revolving Credit Exposures and Swingline Loans exceed the Swingline Lender's Revolving Commitment, at any time and from time to time in its sole discretion, the Swingline Lender may, on behalf of the Company Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Loan Notice Borrowing to the Administrative Funding Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Funding Agent for the account of the Swingline Lender in accordance with Section 2.022.6, which will be used solely for the repayment of such Swingline Loan. (c) If for any reason a Base Rate Loan Borrowing may not be (as determined in the sole discretion of the Administrative Funding Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Loan Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Funding Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the effective date of any such participation and interest shall become payable on demand. (d) Each Lender’s 's obligation to make a Base Rate Loan pursuant to Section 2.14(b2.5(b) or to purchase the participating interests pursuant to Section 2.14(c2.5(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-offsetoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Company Borrower or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender’s 's Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or could reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by the CompanyBorrower, the Administrative Funding Agent or any Lender or (ivv) any other circumstance, happening or event whatsoever including, without limitation, the existence (or alleged existence) of any Material Adverse Effectwhatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafterFunding Agent's cost of funds rate. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s 's participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section, until such amount has been purchased in full.

Procedure for Swingline Borrowing; Etc. (a) The Company shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form of Exhibit B attached hereto (a “Swingline Notice”) prior to 10:00 a.m.2:00 p.m., New York time, on the requested date of each Swingline Borrowing. Each Swingline Notice shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Company to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Swingline Notice. Each Swingline Loan shall accrue interest at the Base Rate or any other interest rate as agreed between the Company and the Swingline Lender and shall have an Interest Period (which shall be a period contemplated by the definition of the term “Interest Period”) as agreed between the Company and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the Company. The Swingline Lender will make the proceeds of each Swingline Loan available to the Company in Dollars in immediately available funds at the account specified by the Company in the applicable Swingline Notice not later than 1:00 3:00 p.m., New York time, on the requested date of such Swingline Loan. (b) The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Company (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Revolving Loan Notice to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.02, which will be used solely for the repayment of such Swingline Loan. (c) If for any reason a Base Rate Loan may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Loan should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the effective date of any such participation and interest shall become payable on demand. (d) Each Lender’s obligation to make a Base Rate Loan pursuant to Section 2.14(b) or to purchase the participating interests pursuant to Section 2.14(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-offset‑off, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Company or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender’s Commitment, (iii) any breach of this Agreement or any other Loan Document by the Company, the Administrative Agent or any Lender or (iv) any other circumstance, happening or event whatsoever including, without limitation, the existence (or alleged existence) of any Material Adverse Effect, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds NYFRB Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafter. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section, until such amount has been purchased in full.

Procedure for Swingline Borrowing; Etc. (a) The Company Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form of Exhibit B attached hereto (a “Swingline Notice”) prior to 10:00 a.m.12:00 noon, New York time, on the requested date of each Swingline Borrowing. Each Swingline Notice shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Company Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Swingline Notice. Each Swingline Loan shall accrue interest at the Base Rate or any other interest rate as agreed between the Company Borrower and the Swingline Lender and shall have an Interest Period (which shall be a period contemplated by the definition of the term “Interest Period”) as agreed between the Company Borrower and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the CompanyBorrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Company Borrower in Dollars in immediately available funds at the account specified by the Company Borrower in the applicable Swingline Notice not later than 1:00 p.m.12:00 noon, New York time, on the requested date of such Swingline Loan. (b) The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Company Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Revolving Loan Notice to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.02, which will be used solely for the repayment of such Swingline Loan. (c) If for any reason a Base Rate Loan may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Loan should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the effective date of any such participation and interest shall become payable on demand. (d) Each Lender’s obligation to make a Base Rate Loan pursuant to Section 2.14(b) or to purchase the participating interests pursuant to Section 2.14(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-off, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Company Borrower or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender’s Commitment, (iii) any breach of this Agreement or any other Loan Document by the CompanyBorrower, the Administrative Agent or any Lender or (iv) any other circumstance, happening or event whatsoever including, without limitation, the existence (or alleged existence) of any Material Adverse Effect, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafter. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such LenderXxxxxx’s participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section, until such amount has been purchased in full.

Procedure for Swingline Borrowing; Etc. (a) The Company Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form (“Notice of Exhibit B attached hereto (a “Swingline NoticeBorrowing”) prior to 10:00 a.m., New York time, 12:00 noon on the requested date of each Swingline Borrowing. Each Notice of Swingline Notice Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Company Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline NoticeBorrowing. Each Swingline Loan shall accrue interest at the Base Swingline Rate or any other interest rate as agreed between the Company and the Swingline Lender and shall have an Interest Period (which shall be a period contemplated by subject to the definition of the term “Interest Period”thereof) as agreed between the Company Borrower and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the CompanyBorrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Company Borrower in Dollars in immediately available funds at the account specified by the Company Borrower in the applicable Notice of Swingline Notice Borrowing not later than 1:00 p.m., New York time, 3:00 p.m. on the requested date of such Swingline Loan. The Administrative Agent will notify the Lenders on a quarterly basis if any Swingline Loans occurred during such quarter. (b) The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Company Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Loan Notice Borrowing to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.022.6, which will be used solely for the repayment of such Swingline Loan. (c) If for any reason a Base Rate Loan Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Loan Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the effective date of any such participation and interest shall become payable on demand. (d) Each Lender’s obligation to make a Base Rate Loan pursuant to Section 2.14(b2.5(b) or to purchase the participating interests pursuant to Section 2.14(c2.5(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-offsetoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Company Borrower or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender’s Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or could reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by the CompanyBorrower, any other Loan Party, the Administrative Agent or any Lender or (ivv) any other circumstance, happening or event whatsoever including, without limitation, the existence (or alleged existence) of any Material Adverse Effectwhatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafter. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section, until such amount has been purchased in full.

Procedure for Swingline Borrowing; Etc. (a) The Company Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form of Exhibit B attached hereto (a “Swingline Notice”"NOTICE OF SWINGLINE BORROWING") prior to 10:00 a.m., New York time, 1:00 p.m. on the requested date of each Swingline Borrowing. Each Notice of Swingline Notice Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Company Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline NoticeBorrowing. Each Swingline Loan shall accrue interest at the Base Rate or any other interest rate as agreed between the Company Borrower and the Swingline Lender and shall have an Interest Period (which shall be a period contemplated by subject to the definition of the term “Interest Period”thereof) as agreed between the Company Borrower and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 250,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the CompanyBorrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Company Borrower in Dollars in immediately available funds at the account specified by the Company Borrower in the applicable Notice of Swingline Notice Borrowing not later than 1:00 p.m., New York time, 3:00 p.m. on the requested date of such Swingline Loan. The Administrative Agent will notify the Lenders on a quarterly basis if any Swingline Loans occurred during such quarter. (b) The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Company Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Loan Notice Borrowing to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.022.8, which will be used solely for the repayment of such Swingline Loan. (c) If for any reason a Base Rate Loan Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Loan Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the effective date of any such participation and interest shall become payable on demand. (d) Each Lender’s 's obligation to make a Base Rate Loan pursuant to Section 2.14(b2.5(b) or to purchase the participating interests pursuant to Section 2.14(c2.5(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-offsetoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Company Borrower or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender’s 's Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or could reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by the CompanyBorrower, the Administrative Agent or any Lender or (ivv) any other circumstance, happening or event whatsoever including, without limitation, the existence (or alleged existence) of any Material Adverse Effectwhatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafterRate. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s 's participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section, until such amount has been purchased in full.