Common use of Procedure for Swingline Borrowing Clause in Contracts

Procedure for Swingline Borrowing. (a) The Swingline Lender agrees to make Swingline Loans to the Company from time to time in accordance with the treasury and cash management services and products provided to the Company by the Swingline Lender (the “Cash Management Swingline Loans”). For other Swingline Loans, the Company, on behalf of the Borrowers, shall give the Administrative Agent a Notice of Borrowing with respect to each Swingline Loan prior to 10:00 a.m. (Eastern time) on the requested date of each Swingline Borrowing. Each Notice of Borrowing under this Section 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), (iii) the Type of such Swingline Loan and (iv) 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 such request and the details thereof. Each Cash Management Swingline Loan shall be made initially as an Index Rate Loan, and each other Swingline Loan shall be made as a Base Rate Loan or an Index Rate Loan. The Swingline Lender will make the proceeds of each Swingline Loan available to the Borrowers in Dollars in immediately available funds at the account specified by the Company in the applicable request not later than 1:00 p.m. (Eastern 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 Borrowers (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Borrowing with respect to Revolving Loans to the Administrative Agent and the Company 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 2.9, which will be used solely for the repayment of such Swingline Loan. (c) If for any reason a Base Rate 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 such Swingline Loan shall automatically be converted to a Base Rate Loan, upon notice from the Swingline Lender to the Administrative Agent and the Company, and 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 Revolving Credit Percentage thereof on the date that such Base Rate 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. (d) Each Revolving Credit Lender’s obligation to make a Base Rate Loan pursuant to Section 2.5(b) or to purchase the participating interests pursuant to Section 2.5(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any setoff, counterclaim, recoupment, defense or other right that such Revolving Credit Lender or any other Person may have or claim against the Swingline Lender, any 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 Credit 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 any Borrower, the Administrative Agent or any Revolving Credit Lender or (v) any other circumstance, happening or event whatsoever, 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 at the Federal Funds Rate. 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 Revolving Credit Lender’s participation interest in such Swingline Loans that such Revolving Credit Lender failed to fund pursuant to this Section, until such amount has been purchased in full.

Procedure for Swingline Borrowing. 63 (a) The To request a Swingline Lender agrees to make Swingline Loans to the Company from time to time in accordance with the treasury and cash management services and products provided to the Company by the Swingline Lender (the “Cash Management Swingline Loans”). For other Swingline LoansLoan, the Company, on behalf of the Borrowers, Borrower shall give notify the Administrative Agent a Notice of Borrowing with respect to each Swingline Loan prior to 10:00 a.m. such request by telephone (Eastern confirmed by telecopy), not later than 12:00 noon, New York City time) , on the requested date day of each a proposed Swingline BorrowingLoan. Each Notice of Borrowing under this Section such notice shall be irrevocable and shall specify: (i) specify the principal amount of such Swingline Loan, (ii) the requested date of such Swingline Loan (which shall be a Business Day), (iii) the Type of such Swingline Loan and (iv) the account amount of the Company to which the proceeds of such requested Swingline Loan should be creditedLoan. The Administrative Agent will promptly advise the Swingline Lender Lenders of each any such request and notice received from the details thereofBorrower. Each Cash Management Swingline Lender shall make its ratable portion of the requested Swingline Loan shall (such ratable portion to be made initially as an Index Rate Loan, and each other calculated based upon such Swingline Loan shall be made as a Base Rate Loan or an Index Rate Loan. The Lender’s Swingline Lender will make Commitment to the proceeds total Swingline Commitments of each all of the Swingline Loan Lenders) available to the Borrowers in Dollars in immediately available funds at Borrower by means of a credit to an account of the account specified Borrower with the Administrative Agent designated for such purpose by the Company in the applicable request not later than 1:00 p.m. (Eastern 3:00 p.m., New York City time) , on the requested date of such Swingline Loan. Each borrowing under the Swingline Commitment shall be in an amount equal to $500,000 or a whole multiple of $100,000 in excess thereof. The Swingline Lender shall report the Swingline Exposure to the Administrative Agent will notify the Lenders on a quarterly basis if any Swingline Loans occurred during such quarterweekly basis. (b) The Swingline Lender, at failure of any time and from time to time in its sole discretion, may, on behalf of the Borrowers (which hereby irrevocably authorizes and directs the Swingline Lender to act on make its behalf), give ratable portion of a Notice Swingline Loan shall not relieve any other Swingline Lender of Borrowing with respect to Revolving Loans to the Administrative Agent and the Company requesting the Revolving Credit Lenders (including the Swingline Lender) its obligation hereunder to make Base Rate Loans in an amount equal to its ratable portion of such Swingline Loan on the unpaid principal amount date of such Swingline Loan, but no Swingline Lender shall be responsible for the failure of any other Swingline Loan. Each Revolving Credit Lender will to make the proceeds ratable portion of its Base Rate a Swingline Loan included in to be made by such Borrowing available to the Administrative Agent for the account of the other Swingline Lender in accordance with Section 2.9, which will be used solely for on the repayment date of such any Swingline Loan. (c) If for Any Swingline Lender may by written notice given to the Administrative Agent require the Lenders to acquire participations in all or a portion of its Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loans. Each Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice from the Administrative Agent (and in any reason event, if such notice is received by 12:00 noon, New York City time, on a Base Rate Borrowing may not be (as determined in Business Day no later than 5:00 p.m. New York City time on such Business Day and if received after 12:00 noon, New York City time, on a Business Day shall mean no later than 10:00 a.m. New York City time on the sole discretion of immediately succeeding Business Day), to pay to the Administrative Agent, for the account of such Swingline Lenders, such Lender’s Applicable Percentage of such Swingline Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of 63 Section 2.10 added by the 1st Amendment and amended by the 3rd Amendment. immediately available funds, in the same manner as provided in Section 2.05 with respect to Loans made by such Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Lenders), or is notand the Administrative Agent shall promptly pay to such Swingline Lenders the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, made and thereafter payments in accordance with the foregoing provisions, then respect of such Swingline Loan shall automatically be converted to a Base Rate Loan, upon notice from the Swingline Lender made to the Administrative Agent and the Company, and each Revolving Credit Lender (other than the Swingline Lender) shall purchase an undivided participating interest in not to such Swingline Lenders. Any amounts received by a Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan in an amount equal to its Revolving Credit Percentage thereof on after receipt by such Swingline Lender of the date that such Base Rate Borrowing should have occurred. On the date proceeds of such required purchase, each Revolving Credit Lender a sale of participations therein shall be promptly transfer, in immediately available funds, the amount of its participating interest remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lenders, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the account Borrower of any default in the Swingline Lenderpayment thereof. (d) Each Revolving Credit Lender’s obligation to make a Base Rate Loan pursuant the Loans referred to in Section 2.5(b2.10(a) or and to purchase the participating interests pursuant to Section 2.5(c2.10(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any setoff, counterclaim, recoupment, defense or other right that such Revolving Credit Lender or any other Person the Borrower may have or claim against the Swingline LenderLenders, any the Borrower or any other Person for any reason whatsoever, (ii) the existence occurrence or continuance of a Default or an Event of Default or the termination failure to satisfy any of any Revolving Credit Lender’s Revolving Commitmentthe other conditions specified in Section 6.02, (iii) any adverse change in the existence condition (financial or alleged existenceotherwise) of any event or condition which has had or could reasonably be expected to have a Material Adverse Effectthe Borrower, (iv) any breach of this Agreement or any other Loan Document by any the Borrower, the Administrative Agent any Guarantor or any Revolving Credit other Lender or (v) any other circumstance, happening or event whatsoever, 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 at the Federal Funds Rate. 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 . (e) The provisions of the unpaid participation for all purposes of the Loan Documents. In additionCredit Agreement related to Defaulting Lenders are also applicable, 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 hereunderas appropriate, to the Swingline Lender to fund the amount of such Revolving Credit Lender’s participation interest in such Lenders and any Swingline Loans that such Revolving Credit Lender failed to fund pursuant to this Section, until such amount has been purchased in fullLoans.

Procedure for Swingline Borrowing. (a) The Each Borrowing of Swingline Lender agrees Loans shall be made upon the Company's irrevocable written notice to the Agent as described in Section 10.02 in the form of a Notice of Borrowing prior to 12:00 noon (New York City time) (i) one Business Day prior to the requested Borrowing Date, in the case of a Borrowing comprised of Adjusted CD Rate Swingline Loans, (ii) three Business Days prior to the requested Borrowing Date, in the case of a Borrowing comprised of LIBOR Swingline Loans, and (iii) on the requested Borrowing Date, in the case of a Borrowing comprised of a Base Rate Swingline Loans, specifying: (i) the amount of such Borrowing, which shall be an amount not less than the Minimum Tranche; (ii) the requested Borrowing Date, which shall be a Business Day, and (iii) the duration of the Interest Period applicable to such Borrowing, which shall not be more than 10 days. Upon receipt of the Notice of Borrowing, the Agent will promptly provide the Swingline Banks with a copy thereof. (b) Unless each Swingline Bank has received notice prior to 12:00 noon (New York City time) on the relevant Borrowing Date from the Agent (including at the request of any Bank) directing such Swingline Bank not to make the Loan to be made by it as part of the requested Swingline Loans Borrowing as a result a failure to satisfy one or more conditions specified in Article IV; then, subject to the Company from time terms and conditions hereof, such Swingline Bank will, not later than 1:00 p.m. (New York City time) on the Borrowing Date specified in such Notice of Borrowing, make the amount of its Swingline Loan to time in accordance with be made by it as part of the treasury and cash management services and products provided requested Swingline Borrowing (which amount shall be equal to its Swingline Commitment Percentage of such Swingline Borrowing) available to the Company by wire transfer of immediately available funds in accordance with written instructions provided to the Agent by the Company. Each Swingline Bank agrees that, if it has received notice described in clause (i) or (ii) above, it will not make the Swingline Lender Loan to be made by it as part of the requested Swingline Borrowing to the Company. (the “Cash Management Swingline Loans”). For other c) After giving effect to any Borrowing of Swingline Loans, there may not be more than three different Swingline Borrowings outstanding at any one time. (d) The Agent will notify the Company, Banks of any Swingline Borrowing or repayment thereof promptly after any such Borrowing or repayment. (e) If (i) any Swingline Loan shall remain outstanding at 12:00 noon (New York City time) on behalf the last day of the Borrowers, Interest Period applicable to such Swingline Loan and by such time on such day the Agent shall give the Administrative Agent have received neither (A) a Notice of Borrowing with respect delivered pursuant to each Swingline Loan prior Section 2.03 requesting that Revolving Loans be made pursuant to 10:00 a.m. (Eastern timeSection 2.01(a) on the requested date of each Swingline Borrowing. Each Notice of Borrowing under this Section shall be irrevocable and shall specify: (i) such day in an amount at least equal to the principal amount of such Swingline Loan, nor (B) any other notice indicating the Company's intent to repay such Swingline Loan with funds obtained from other sources, or (ii) any Swingline Loan shall remain outstanding during the existence of a Default or Event of Default and the Swingline Banks shall in their sole discretion notify the Agent that such Swingline Banks desire that such Swingline Loan be converted into Revolving Loans; THEN, the Agent shall be deemed to have received a Notice of Borrowing from the Company pursuant to Section 2.03 requesting that Base Rate Revolving Loans be made pursuant to Section 2.01(a) on such day (in the case of the circumstances described in clause (i) above) or on the first Business Day subsequent to the date of such Swingline Loan (which shall be a Business Day), (iii) the Type of notice from such Swingline Loan and Banks (iv) in the account case 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 such request and the details thereof. Each Cash Management Swingline Loan shall be made initially as an Index Rate Loan, and each other Swingline Loan shall be made as a Base Rate Loan or an Index Rate Loan. The Swingline Lender will make the proceeds of each Swingline Loan available to the Borrowers circumstances described in Dollars in immediately available funds at the account specified by the Company in the applicable request not later than 1:00 p.m. clause (Eastern timeii) 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. (babove) The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Borrowers (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Borrowing with respect to Revolving Loans to the Administrative Agent and the Company requesting the Revolving Credit Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal aggregate 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 2.9, which will be used solely for the repayment of such Swingline Loan. (c, and the procedures set forth in Sections 2.03(b) If for any reason a and 2.03(c) shall be followed in making such Base Rate Revolving Loans; PROVIDED, that such Base Rate Revolving Loans shall be made notwithstanding the Company's failure to comply with the conditions specified in Section 4.02; and PROVIDED, FURTHER, that if a Borrowing may not of Revolving Loans becomes legally impracticable and if so required by the Swingline Banks at the time such Revolving Loans are required to be (as determined in made by the sole discretion of the Administrative Agent), or is not, made Banks in accordance with the foregoing provisionsthis Section 2.05(f), then each Bank agrees that in lieu of making Revolving Loans as described above, such Swingline Loan Bank shall automatically be converted to purchase a Base Rate Loan, upon notice participation from the Swingline Lender to Banks in the Administrative Agent and the Company, and each Revolving Credit Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such applicable Swingline Loan in an amount equal to its Revolving Credit such Bank's Commitment Percentage thereof on of the date that aggregate principal amount of such Swingline Loan, and the procedures set forth in Sections 2.03(b) and 2.03(c) shall be followed in connection with the purchases of such participations. The proceeds of such Base Rate Borrowing should have occurredRevolving Loans shall be applied to repay such Swingline Loan. On A copy of each notice given by the date of such required purchase, each Revolving Credit Lender shall promptly transfer, in immediately available funds, the amount of its participating interest Agent to the Administrative Banks pursuant to this Section 2.05(e) with respect to the making of Revolving Loans or the purchases of participations, as the case may be, shall be promptly delivered by the Agent for to the account of the Swingline Lender. (d) Company. Each Revolving Credit Lender’s Bank's obligation in accordance with this Agreement to make a Base Rate Loan pursuant to Section 2.5(b) the Revolving Loans or to purchase the participating interests pursuant to participations, as contemplated by this Section 2.5(c) 2.05(f), shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i1) any setoffset-off, counterclaim, recoupment, defense or other right that which such Revolving Credit Lender or any other Person Bank may have or claim against any Swingline Bank, the Swingline Lender, any Borrower Company or any other Person for any reason whatsoever, ; (ii2) the existence occurrence or continuance of a Default or an Event of Default or the termination of any Revolving Credit 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 any Borrower, the Administrative Agent or any Revolving Credit Lender Default; or (v3) any other circumstance, happening or event whatsoever, 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 at the Federal Funds Rate. 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 Revolving Credit Lender’s participation interest in such Swingline Loans that such Revolving Credit Lender failed to fund pursuant to this Section, until such amount has been purchased in full.

Procedure for Swingline Borrowing. (a) The Swingline Lender agrees to make Swingline Loans to the Company from time to time in accordance with the treasury and cash management services and products provided to the Company by the Swingline Lender (the “Cash Management Swingline Loans”). For other Swingline Loans, the Company, on behalf of the Borrowers, shall give the Administrative Agent a Notice of Borrowing with respect to each Swingline Loan prior to 10:00 a.m. (Eastern time) 12:00 noon on the requested date of each Swingline Borrowing. Each Notice of Borrowing under this Section 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), (iii) the Type of such Swingline Loan and (iv) 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 such request and the details thereof. Each Cash Management Swingline Loan shall be made initially as an Index Rate Loan, and each other Swingline Loan shall be made as a Base Rate Loan or an Index Rate Loan. The Swingline Lender will make the proceeds of each Swingline Loan available to the Borrowers in Dollars in immediately available funds at the account specified by the Company in the applicable request not later than 1:00 2:00 p.m. (Eastern 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 Borrowers (each of which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Borrowing with respect to Revolving Loans to the Administrative Agent and the Company requesting the Revolving Credit Lenders (including the Swingline Lender) to make Base Index 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 Index Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.92.8, which will be used solely for the repayment of such Swingline Loan. (c) If for any reason a Base an Index Rate 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 such Swingline Loan shall automatically be converted to a Base Index Rate Loan, upon notice from the Swingline Lender to the Administrative Agent and the Company, and 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 Revolving Credit Percentage thereof on the date that such Base Index Rate 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. (d) Each Revolving Credit Lender’s obligation to make a Base an Index Rate Loan pursuant to Section 2.5(b) or to purchase the participating interests pursuant to Section 2.5(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any setoff, counterclaim, recoupment, defense or other right that such Revolving Credit Lender or any other Person may have or claim against the Swingline Lender, any 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 Credit 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 any Borrower, the Administrative Agent or any Revolving Credit Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing: provided, however, that the obligation of each Revolving Credit Lender to make any such Index Rate Loan or purchase any such participating interest is subject to the condition that the Swing Line Lender believed in good faith that all conditions under Section 8.2 were satisfied at the time the Swing Line Loan was made. 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 at the Federal Funds Rate. 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 Revolving Credit Lender’s participation interest in such Swingline Loans that such Revolving Credit Lender failed to fund pursuant to this Section, until such amount has been purchased in full.

Procedure for Swingline Borrowing. (a) The Swingline Lender agrees to make Swingline Loans to the Company from time to time in accordance with the treasury and cash management services and products provided to the Company by the Swingline Lender (the “Cash Management Swingline Loans”). For other Swingline Loans, the Company, on behalf of the Borrowers, shall give the Administrative Agent a Notice of Borrowing with respect to each Swingline Loan prior to 10:00 a.m. (Eastern time) on the requested date of each Swingline Borrowing. Each Notice of Borrowing under this Section 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), (iii) the Type of such Swingline Loan and (iv) 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 such request and the details thereof. Each Cash Management Swingline Loan shall be made initially as an Index Rate Loan, and each other Swingline Loan shall be made as a Base Rate Loan or an Index Rate Loan. The Swingline Lender will make the proceeds of each Swingline Loan available to the Borrowers in Dollars in immediately available funds at the account specified by the Company in the applicable request not later than 1:00 p.m. (Eastern 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 Borrowers (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Borrowing with respect to Revolving Loans to the Administrative Agent and the Company 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 2.9, which will be used solely for the repayment of such Swingline Loan. (c) If for any reason a Base Rate 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 such Swingline Loan shall automatically be converted to a Base Rate Loan, upon notice from the Swingline Lender to the Administrative Agent and the Company, and 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 Revolving Credit Percentage thereof on the date that such Base Rate 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. (d) Each Revolving Credit Lender’s obligation to make a Base Rate Loan pursuant to Section 2.5(b) or to purchase the participating interests pursuant to Section 2.5(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any setoff, counterclaim, recoupment, defense or other right that such Revolving Credit Lender or any other Person may have or claim against the Swingline Lender, any 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 Credit 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 any Borrower, the Administrative Agent or any Revolving Credit Lender or (v) any other circumstance, happening or event whatsoever, 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 at the Federal Funds Rate. 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 Revolving Credit Lender’s participation interest in such Swingline Loans that such Revolving Credit Lender failed to fund pursuant to this Section, until such amount has been purchased in full.

Procedure for Swingline Borrowing. (a) The Each Borrowing of Swingline Lender agrees Loans shall be made upon the Company's irrevocable written notice to the Agent as described in Section 10.02 in the form of a Notice of Borrowing prior to 12:00 noon (New York City time) (i) one Business Day prior to the requested Borrowing Date, in the case of a Borrowing comprised of Adjusted CD Rate Swingline Loans, (ii) three Business Days prior to the requested Borrowing Date, in the case of a Borrowing comprised of LIBOR Swingline Loans, and (iii) on the requested Borrowing Date, in the case of a Borrowing comprised of a Base Rate Swingline Loans, specifying: (i) the amount of such Borrowing, which shall be an amount not less than the Minimum Tranche; (ii) the requested Borrowing Date, which shall be a Business Day, and (iii) the duration of the Interest Period applicable to such Borrowing, which shall not be more than 10 days. Upon receipt of the Notice of Borrowing, the Agent will promptly provide the Swingline Banks with a copy thereof. (b) Unless each Swingline Bank has received notice prior to 12:00 noon (New York City time) on the relevant Borrowing Date from the Agent (including at the request of any Bank) directing such Swingline Bank not to make the Loan to be made by it as part of the requested Swingline Loans Borrowing as a result a failure to satisfy one or more conditions specified in Article IV; then, subject to the Company from time terms and conditions hereof, such Swingline Bank will, not later than 1:00 p.m. (New York City time) on the Borrowing Date specified in such Notice of Borrowing, make the amount of its Swingline Loan to time in accordance with be made by it as part of the treasury and cash management services and products provided requested Swingline Borrowing (which amount shall be equal to its Swingline Commitment Percentage of such Swingline Borrowing) available to the Company by wire transfer of immediately available funds in accordance with written instructions provided to the Agent by the Company. Each Swingline Bank agrees that, if it has received notice described in this Section 2.05(b), it will not make the Swingline Lender Loan to be made by it as part of the requested Swingline Borrowing to the Company. (the “Cash Management Swingline Loans”). For other c) After giving effect to any Borrowing of Swingline Loans, there may not be more than three different Swingline Borrowings outstanding at any one time. (d) The Agent will notify the Company, Banks of any Swingline Borrowing or repayment thereof promptly after any such Borrowing or repayment. (e) If (i) any Swingline Loan shall remain outstanding at 12:00 noon (New York City time) on behalf the last day of the Borrowers, Interest Period applicable to such Swingline Loan and by such time on such day the Agent shall give the Administrative Agent have received neither (A) a Notice of Borrowing with respect delivered pursuant to each Swingline Loan prior Section 2.03 requesting that Revolving Loans be made pursuant to 10:00 a.m. (Eastern timeSection 2.01(a) on the requested date of each Swingline Borrowing. Each Notice of Borrowing under this Section shall be irrevocable and shall specify: (i) such day in an amount at least equal to the principal amount of such Swingline Loan, nor (B) any other notice indicating the Company's intent to repay such Swingline Loan with funds obtained from other sources, or (ii) any Swingline Loan shall remain outstanding during the existence of a Default or Event of Default and the Swingline Banks shall in their sole discretion notify the Agent that such Swingline Banks desire that such Swingline Loan be converted into Revolving Loans; then, the Agent shall be deemed to have received a Notice of Borrowing from the Company pursuant to Section 2.03 requesting that Base Rate Revolving Loans be made pursuant to Section 2.01(a) on such day (in the case of the circumstances described in clause (i) above) or on the first Business Day subsequent to the date of such Swingline Loan (which shall be a Business Day), (iii) the Type of notice from such Swingline Loan and Banks (iv) in the account case 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 such request and the details thereof. Each Cash Management Swingline Loan shall be made initially as an Index Rate Loan, and each other Swingline Loan shall be made as a Base Rate Loan or an Index Rate Loan. The Swingline Lender will make the proceeds of each Swingline Loan available to the Borrowers circumstances described in Dollars in immediately available funds at the account specified by the Company in the applicable request not later than 1:00 p.m. clause (Eastern timeii) 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. (babove) The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Borrowers (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Borrowing with respect to Revolving Loans to the Administrative Agent and the Company requesting the Revolving Credit Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal aggregate 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 2.9, which will be used solely for the repayment of such Swingline Loan. (c, and the procedures set forth in Sections 2.03(b) If for any reason a and 2.03(c) shall be followed in making such Base Rate Revolving Loans; provided, that such Base Rate Revolving Loans shall be made notwithstanding the Company's failure to comply with the conditions specified in Section 4.02; and provided, further, that if a Borrowing may not of Revolving Loans becomes legally impracticable and if so required by the Swingline Banks at the time such Revolving Loans are required to be (as determined in made by the sole discretion of the Administrative Agent), or is not, made Banks in accordance with the foregoing provisionsthis Section 2.05(f), then each Bank agrees that in lieu of making Revolving Loans as described above, such Swingline Loan Bank shall automatically be converted to purchase a Base Rate Loan, upon notice participation from the Swingline Lender to Banks in the Administrative Agent and the Company, and each Revolving Credit Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such applicable Swingline Loan in an amount equal to its Revolving Credit such Bank's Commitment Percentage thereof on of the date that aggregate principal amount of such Swingline Loan, and the procedures set forth in Sections 2.03(b) and 2.03(c) shall be followed in connection with the purchases of such participations. The proceeds of such Base Rate Borrowing should have occurredRevolving Loans shall be applied to repay such Swingline Loan. On A copy of each notice given by the date of such required purchase, each Revolving Credit Lender shall promptly transfer, in immediately available funds, the amount of its participating interest Agent to the Administrative Banks pursuant to this Section 2.05(e) with respect to the making of Revolving Loans or the purchases of participations, as the case may be, shall be promptly delivered by the Agent for to the account of the Swingline Lender. (d) Company. Each Revolving Credit Lender’s Bank's obligation in accordance with this Agreement to make a Base Rate Loan pursuant to Section 2.5(b) the Revolving Loans or to purchase the participating interests pursuant to participations, as contemplated by this Section 2.5(c) 2.05(f), shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i1) any setoffset-off, counterclaim, recoupment, defense or other right that which such Revolving Credit Lender or any other Person Bank may have or claim against any Swingline Bank, the Swingline Lender, any Borrower Company or any other Person for any reason whatsoever, ; (ii2) the existence occurrence 18 or continuance of a Default or an Event of Default or the termination of any Revolving Credit 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 any Borrower, the Administrative Agent or any Revolving Credit Lender Default; or (v3) any other circumstance, happening or event whatsoever, 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 at the Federal Funds Rate. 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 Revolving Credit Lender’s participation interest in such Swingline Loans that such Revolving Credit Lender failed to fund pursuant to this Section, until such amount has been purchased in full.

Procedure for Swingline Borrowing. (a) The Swingline Lender agrees to make Swingline Loans to the Company from time to time in accordance with the treasury and cash management services and products provided to the Company by the Swingline Lender (the “Cash Management Swingline Loans”). For other Swingline Loans, the Company, on behalf of the Borrowers, shall give the Administrative Agent a Notice of Borrowing with respect to each Swingline Loan prior to 10:00 a.m. (Eastern time) 12:00 noon on the requested date of each Swingline Borrowing. Each Notice of Borrowing under this Section 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), (iii) the Type of such Swingline Loan and (iv) 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 such request and the details thereof. Each Cash Management Swingline Loan shall be made initially as an Index Rate Loan, and each other Swingline Loan shall be made as a Base Rate Loan or an Index Rate Loan. The Swingline Lender will make the proceeds of each Swingline Loan available to the Borrowers in Dollars in immediately available funds at the account specified by the Company in the applicable request not later than 1:00 2:00 p.m. (Eastern 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 Borrowers (each of which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Borrowing with respect to Revolving Loans to the Administrative Agent and the Company requesting the Revolving Credit Lenders (including the Swingline Lender) to make Base Index 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 Index Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.92.8, which will be used solely for the repayment of such Swingline Loan. The Swingline Lender agrees that it shall give such Notice of Borrowing on the last Business Day of each calendar week if any Swingline Loans are then outstanding. (c) If for any reason a Base an Index Rate 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 such Swingline Loan shall automatically be converted to a Base Rate Loan, upon notice from the Swingline Lender to the Administrative Agent and the Company, and 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 Revolving Credit Percentage thereof on the date that such Base Index Rate 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. (d) Each Revolving Credit Lender’s obligation to make a Base an Index Rate Loan pursuant to Section 2.5(b) or to purchase the participating interests pursuant to Section 2.5(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any setoff, counterclaim, recoupment, defense or other right that such Revolving Credit Lender or any other Person may have or claim against the Swingline Lender, any 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 Credit Lender’s Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or could would reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by any Borrower, the Administrative Agent or any Revolving Credit Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing: provided, however, that the obligation of each Revolving Credit Lender to make any such Index Rate Loan or purchase any such participating interest is subject to the condition that the Swing Line Lender believed in good faith that all conditions under Section 8.2 were satisfied at the time the Swing Line Loan was made. 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 at the Federal Funds Rate. 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 Revolving Credit Lender’s participation interest in such Swingline Loans that such Revolving Credit Lender failed to fund pursuant to this Section, until such amount has been purchased in full.

Procedure for Swingline Borrowing. Refunding of Swingline Loans. (a) The Whenever the Borrower desires that the Swingline Lender agrees to make Swingline Loans to it shall give the Company from time to time Swingline Lender irrevocable telephonic notice confirmed promptly in accordance with the treasury and cash management services and products provided to the Company writing (which telephonic notice must be received by the Swingline Lender (the “Cash Management Swingline Loans”). For other Swingline Loansnot later than 1:00 P.M., the CompanyNew York City time, on behalf of the Borrowersproposed Borrowing Date), shall give the Administrative Agent a Notice of Borrowing with respect to each Swingline Loan prior to 10:00 a.m. (Eastern time) on the requested date of each Swingline Borrowing. Each Notice of Borrowing under this Section shall be irrevocable and shall specify: specifying (i) the principal amount of such Swingline Loan, to be borrowed and (ii) the date of such Swingline Loan requested Borrowing Date (which shall be a Business DayDay during the Revolving Commitment Period). Each borrowing under the Swingline Commitment shall be in an amount equal to $100,000 or a whole multiple thereof. Not later than 3:00 P.M., (iii) New York City time, on the Type Borrowing Date specified in a notice in respect of such Swingline Loans, the Swingline Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the amount of the Swingline Loan and (iv) to be made by the account of the Company to which Swingline Lender. The Administrative Agent shall make the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each such request and the details thereof. Each Cash Management Swingline Loan shall be made initially as an Index Rate Loan, and each other Swingline Loan shall be made as a Base Rate Loan or an Index Rate Loan. The Swingline Lender will make the proceeds of each Swingline Loan available to the Borrowers Borrower on such Borrowing Date by depositing such proceeds in Dollars the account of the Borrower with the Administrative Agent on such Borrowing Date in immediately available funds at the account specified by the Company in the applicable request not later than 1:00 p.m. (Eastern 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 quarterfunds. (b) The Swingline Lender, at any time and from time to time in its sole discretion, and absolute discretion may, on behalf of the Borrowers Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Borrowing with respect to Revolving Loans to the Administrative Agent and the Company requesting the Revolving Credit Lenders (including on one Business Day's notice given by the Swingline Lender) Lender no later than 12:00 Noon, New York City time, request each Revolving Lender to make Base Rate Loans make, and each Revolving Lender hereby agrees to make, a Revolving Loan, in an amount equal to such Revolving Lender's Revolving Percentage of the unpaid principal aggregate amount of any the Swingline LoanLoans (the "Refunded Swingline Loans") outstanding on the date of such notice, to repay the Swingline Lender. Each Revolving Credit Lender will shall make the proceeds amount of its Base Rate such Revolving Loan included in such Borrowing available to the Administrative Agent for at the account Funding Office in immediately available funds, not later than 10:00 A.M., New York City time, one Business Day after the date of such notice. The proceeds of such Revolving Loans shall be immediately made available by the Administrative Agent to the Swingline Lender in accordance with Section 2.9, which will be used solely for application by the Swingline Lender to the repayment of the Refunded Swingline Loans. The Borrower irrevocably authorizes the Swingline Lender to charge the Borrower's accounts with the Administrative Agent (up to the amount available in each such account) in order to immediately pay the amount of such Refunded Swingline LoanLoans to the extent amounts received from the Revolving Lenders are not sufficient to repay in full such Refunded Swingline Loans. (c) If prior to the time a Revolving Loan would have otherwise been made pursuant to Section 2.7(b), one of the events described in Section 8(f) shall have occurred and be continuing with respect to the Borrower or if for any reason a Base Rate Borrowing other reason, as determined by the Swingline Lender in its sole discretion, Revolving Loans may not be (made as determined in the sole discretion of the Administrative Agentcontemplated by Section 2.7(b), or is noteach Revolving Lender shall, on the date such Revolving Loan was to have been made in accordance with the foregoing provisions, then such Swingline Loan shall automatically be converted to a Base Rate Loan, upon notice from the Swingline Lender pursuant to the Administrative Agent and notice referred to in Section 2.7(b) (the Company"Refunding Date"), and each Revolving Credit Lender (other than the Swingline Lender) shall purchase for cash an undivided participating interest in such the then outstanding Swingline Loan in Loans by paying to the Swingline Lender an amount (the "Swingline Participation Amount") equal to (i) such Revolving Lender's Revolving Percentage times (ii) the sum of the aggregate principal amount of Swingline Loans then outstanding that were to have been repaid with such Revolving Loans. (d) Whenever, at any time after the Swingline Lender has received from any Revolving Lender such Lender's Swingline Participation Amount, the Swingline Lender receives any payment on account of the Swingline Loans, the Swingline Lender will distribute to such Lender its Revolving Credit Percentage thereof Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Lender's pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline Loans then due); provided, however, that in the date event that such Base Rate Borrowing should have occurred. On payment received by the date of Swingline Lender is required to be returned, such required purchase, each Revolving Credit Lender shall promptly transfer, in immediately available funds, the amount of its participating interest will return to the Administrative Agent for the account of Swingline Lender any portion thereof previously distributed to it by the Swingline Lender. (de) Each Revolving Credit Lender’s 's obligation to make a Base Rate Loan pursuant the Loans referred to in Section 2.5(b2.7(b) or and to purchase the participating interests pursuant to Section 2.5(c2.7(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any setoff, counterclaim, recoupment, defense or other right that such Revolving Credit Lender or any other Person the Borrower may have or claim against the Swingline Lender, any the Borrower or any other Person for any reason whatsoever, ; (ii) the existence occurrence or continuance of a Default or an Event of Default or the termination failure to satisfy any of any Revolving Credit Lender’s Revolving Commitment, the other conditions specified in Section 5; (iii) any adverse change in the existence condition (financial or alleged existenceotherwise) of any event or condition which has had or could reasonably be expected to have a Material Adverse Effect, the Borrower; (iv) any breach of this Agreement or any other Loan Document by any the Borrower, the Administrative Agent any other Loan Party or any other Revolving Credit Lender Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If such amount . (f) The Borrower agrees that, upon the request to the Administrative Agent by the Swingline Lender, which request is not in fact made available communicated to the Borrower, the Borrower will execute and deliver to the Swingline Lender by any Revolving Credit a promissory note of the Borrower, dated the Closing Date, evidencing the Swingline Commitment of the Swingline Lender, substantially in the form of Exhibit I-5 with appropriate insertions as to date and principal amount (a "Swingline Note"). The Swingline Lender is hereby authorized to record the date and amount of each Swingline Loan made by 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 and the date and amount of demand each payment or prepayment of principal thereof at on the Federal Funds Rate. Until schedule annexed to and constituting a part of the Swingline Note, and any such time as recordation shall, to the extent permitted by applicable law, constitute prima facie evidence of the accuracy of the information so recorded, provided that the failure to make any such Revolving Credit Lender makes its required payment, recordation (or any error therein) shall not affect the obligation of the Borrower to repay (with applicable interest) the Swingline Loans made to the Borrower by the Swingline Lender in accordance with the terms of this Agreement. A Swingline Note and the Obligations evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Swingline Note and the Obligations evidenced thereby in the Register (and each Swingline Note shall expressly so provide). Any assignment or transfer of all or part of the Obligations evidenced by a Swingline Note shall be deemed to continue to have outstanding Swingline Loans registered in the amount Register only upon surrender for registration of assignment or transfer of the unpaid participation for all purposes of Swingline Note evidencing such Obligations, accompanied by an Assignment and Acceptance duly executed by the Loan Documents. In additionAssignor thereof, such Revolving Credit Lender and thereupon one or more new Swingline Notes 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, issued to the designated Assignee and the old Swingline Lender Note shall be returned by the Administrative Agent to fund the amount of such Revolving Credit Lender’s participation interest in such Swingline Loans that such Revolving Credit Lender failed to fund pursuant to this Section, until such amount has been purchased in fullBorrower marked "cancelled."

Procedure for Swingline Borrowing. Refunding of Swingline Loans; Reallocation of Swingline Commitment and Euro Swingline Commitment. (a) The (i) Whenever the Company desires that the Swingline Lender agrees to make Swingline Loans it shall give the Swingline Lender and the Administrative Agent irrevocable notice, which may be given by (A) telephone or (B) a Swingline Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Company from time to time in accordance with Swingline Lender and the treasury and cash management services and products provided to the Company Administrative Agent of Swingline Loan Notice. Each such Swingline Loan Notice must be received by the Swingline Lender (the “Cash Management Swingline Loans”). For other Swingline Loans, the Company, on behalf of the Borrowers, shall give and the Administrative Agent a Notice of Borrowing with respect to each Swingline Loan prior to 10:00 a.m. (Eastern not later than 2:00 P.M., New York City time) , on the requested date of each Swingline Borrowing. Each Notice of proposed Borrowing under this Section shall be irrevocable and shall specify: Date, specifying (iA) the principal amount of such Swingline Loan, to be borrowed and (iiB) the date of such Swingline Loan requested Borrowing Date (which shall be a Business DayDay during the Commitment Period). Each borrowing under the Swingline Commitment shall be a minimum of $100,000. Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (iiiby telephone or in writing) that the Type of Administrative Agent has also received such Swingline Loan and Notice and, if not, the Swingline Lender will notify the Administrative Agent (ivby telephone or in writing) the account of the Company contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent prior to which 3:00 p.m. on the date of the proposed borrowing of the Swingline Loan (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in Section 2.4(a), or (B) that one or more of the applicable conditions specified in Section 4 is not then satisfied, then, subject to the terms and conditions hereof, not later than 3:00 P.M., New York City time, on the Borrowing Date specified in the Swingline Loan Notice, the Swingline Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the amount of the Swingline Loan to be made by the Swingline Lender. The Administrative Agent shall make the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each such request and the details thereof. Each Cash Management Swingline Loan shall be made initially as an Index Rate Loan, and each other Swingline Loan shall be made as a Base Rate Loan or an Index Rate Loan. The Swingline Lender will make the proceeds of each Swingline Loan available to the Borrowers in Dollars in immediately available funds at the Company on such Borrowing Date by transferring such proceeds to an account specified designated by the Company in the applicable request not no later than 1:00 p.m. (Eastern time) 4:00 P.M., New York City 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 Borrowers (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Borrowing with respect to Revolving Loans to the Administrative Agent and the Company 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 2.9, which will be used solely for the repayment of such Swingline Loan. (c) If for any reason a Base Rate 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 such Swingline Loan shall automatically be converted to a Base Rate Loan, upon notice from the Swingline Lender to the Administrative Agent and the Company, and 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 Revolving Credit Percentage thereof on the date that such Base Rate Borrowing should have occurred. On the date of such required purchase, each Revolving Credit Lender shall promptly transfer, Date in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. (d) Each Revolving Credit Lender’s obligation to make a Base Rate Loan pursuant to Section 2.5(b) or to purchase the participating interests pursuant to Section 2.5(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any setoff, counterclaim, recoupment, defense or other right that such Revolving Credit Lender or any other Person may have or claim against the Swingline Lender, any 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 Credit 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 any Borrower, the Administrative Agent or any Revolving Credit Lender or (v) any other circumstance, happening or event whatsoever, 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 at the Federal Funds Rate. 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 Revolving Credit Lender’s participation interest in such Swingline Loans that such Revolving Credit Lender failed to fund pursuant to this Section, until such amount has been purchased in full.

Procedure for Swingline Borrowing. Refunding of Swingline Loans. (a) The Whenever the Borrower desires that the Swingline Lender agrees to make Swingline Loans to it shall give the Company from time to time Swingline Lender irrevocable telephonic notice confirmed promptly in accordance with the treasury and cash management services and products provided to the Company writing (which telephonic notice must be received by the Swingline Lender (the “Cash Management Swingline Loans”). For other Swingline Loansnot later than 3:00 P.M., the CompanyNew York City time, on behalf of the Borrowersproposed Borrowing Date), shall give the Administrative Agent a Notice of Borrowing with respect to each Swingline Loan prior to 10:00 a.m. (Eastern time) on the requested date of each Swingline Borrowing. Each Notice of Borrowing under this Section shall be irrevocable and shall specify: specifying (i) the principal amount of such Swingline Loan, to be borrowed and (ii) the date of such Swingline Loan requested Borrowing Date (which shall be a Business DayDay during the Revolving Credit Commitment Period). Each borrowing under the Swingline Commitment shall be in amount equal to $500,000 or a whole multiple of $100,000 in excess thereof. Not later than 4:00 P.M., (iii) New York City time, on the Type Borrowing Date specified in a notice in respect of such Swingline Loans, the Swingline Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the amount of the Swingline Loan and (iv) to be made by the account of the Company to which Swingline Lender. The Administrative Agent shall make the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each such request and the details thereof. Each Cash Management Swingline Loan shall be made initially as an Index Rate Loan, and each other Swingline Loan shall be made as a Base Rate Loan or an Index Rate Loan. The Swingline Lender will make the proceeds of each Swingline Loan available to the Borrowers Borrower on such Borrowing Date by depositing such proceeds in Dollars the account of the Borrower with the Administrative Agent on such Borrowing Date in immediately available funds at the account specified by the Company in the applicable request not later than 1:00 p.m. (Eastern 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 quarterfunds. (b) The Swingline Lender, at any time and from time to time in its sole discretion, and absolute discretion may, on behalf of the Borrowers Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Borrowing with respect to Revolving Loans to the Administrative Agent and the Company requesting the Revolving Credit Lenders (including on one Business Day's notice given by the Swingline Lender) Lender no later than 12:00 Noon, New York City time, request each Lender to make Base Rate Loans make, and each Lender hereby agrees to make, a Revolving Loan, in an amount equal to such Lender's Revolving Percentage of the unpaid principal aggregate amount of any the Swingline LoanLoans (the "Refunded Swingline Loans") outstanding on the date of such notice, to repay the Swingline Lender. Each Revolving Credit Lender will shall make the proceeds amount of its Base Rate such Revolving Loan included in such Borrowing available to the Administrative Agent for at the account Funding Office in immediately available funds, not later than 10:00 A.M., New York City time, one Business Day after the date of such notice. The proceeds of such Revolving Loans shall be immediately made available by the Administrative Agent to the Swingline Lender in accordance with Section 2.9, which will be used solely for application by the Swingline Lender to the repayment of such the Refunded Swingline Loan.Loans. The Borrower (c) If prior to the time a Revolving Loan would have otherwise been made pursuant to Section 2.4(b), one of the events described in Section 8(f) shall have occurred and be continuing with respect to the Borrower or if for any reason a Base Rate Borrowing other reason, as determined by the Swingline Lender in its sole discretion, Revolving Loans may not be (made as determined in the sole discretion of the Administrative Agentcontemplated by Section 2.4(b), or is not, each Lender shall on the date such Revolving Loan was to have been made in accordance with the foregoing provisions, then such Swingline Loan shall automatically be converted to a Base Rate Loan, upon notice from the Swingline Lender pursuant to the Administrative Agent and notice referred to in Section 2.4(b) (the Company"Refunding Date"), and each Revolving Credit Lender (other than the Swingline Lender) shall purchase for cash an undivided participating interest in such the then outstanding Swingline Loan in Loans by paying to the Swingline Lender an amount (the "Swingline Participation Amount") equal to (i) such Lender's Revolving Percentage times (ii) the sum of the aggregate principal amount of Swingline Loans then outstanding that were to have been repaid with such Revolving Loans. (d) Whenever, at any time after the Swingline Lender has received from any Lender such Lender's Swingline Participation Amount, the Swingline Lender receives any payment on account of the Swingline Loans, the Swingline Lender will distribute to such Lender its Revolving Credit Percentage thereof Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Lender's pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline Loans then due); provided however, that in the date event that such Base Rate Borrowing should have occurred. On payment received by the date of Swingline Lender is required to be returned, such required purchase, each Revolving Credit Lender shall promptly transfer, in immediately available funds, the amount of its participating interest will return to the Administrative Agent for the account of Swingline Lender any portion thereof previously distributed to it by the Swingline Lender. (de) Each Revolving Credit Lender’s 's obligation to make a Base Rate Loan pursuant the Loans referred to in Section 2.5(b2.4(b) or and to purchase the participating interests pursuant to Section 2.5(c2.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any setoff, counterclaim, recoupment, defense or other right that such Revolving Credit Lender or any other Person the Borrower may have or claim against the Swingline Lender, any the Borrower or any other Person for any reason whatsoever, ; (ii) the existence occurrence or continuance of a Default default or an Event of Default or the termination failure to satisfy any of any Revolving Credit Lender’s Revolving Commitment, the other conditions specified in Section 5; (iii) any adverse change in the existence condition (financial or alleged existenceotherwise) of any event or condition which has had or could reasonably be expected to have a Material Adverse Effect, the Borrower; (iv) any breach of this Agreement or any other Loan Document by any the Borrower, the Administrative Agent or any Revolving Credit Lender other Loan Party o any other Lender; or (v) any other circumstance, happening or event whatsoever, 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 at the Federal Funds Rate. 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 Revolving Credit Lender’s participation interest in such Swingline Loans that such Revolving Credit Lender failed to fund pursuant to this Section, until such amount has been purchased in full.

Procedure for Swingline Borrowing. REFUNDING OF SWINGLINE LOANS --------------------------------------------------------------- (a) The Whenever the Borrower desires that the Swingline Lender agrees to make a Swingline Loans to Loan, it shall give the Company from time to time in accordance with the treasury and cash management services and products provided to the Company Swingline Lender irrevocable telephonic notice, which telephonic notice must be received by the Swingline Lender (the “Cash Management Swingline Loans”). For other Swingline Loansnot later than 1:00 P.M., the CompanyNew York City time, on behalf of the Borrowersproposed Borrowing Date, shall give the Administrative Agent a Notice of Borrowing with respect to each Swingline Loan prior to 10:00 a.m. (Eastern time) on the requested date of each Swingline Borrowing. Each Notice of Borrowing under this Section shall be irrevocable and shall specify: specifying (i) the principal amount of such Swingline Loan, to be borrowed and (ii) the date of such Swingline Loan requested Borrowing Date (which shall be a Business DayDay during the Commitment Period). Each such telephonic borrowing request shall be confirmed promptly by hand delivery or telecopy to the Swingline Lender of a written borrowing request which shall be substantially in the form of EXHIBIT B, (iii) duly completed and executed by the Type Borrower. Each borrowing under the Swingline Commitment shall be in an amount equal to $500,000 or a whole multiple of such $100,000 in excess thereof. Not later than 3:00 P.M., New York City time, on the Borrowing Date specified in a notice in respect of Swingline Loan and (iv) Loans, the Swingline Lender shall make available to the Administrative Agent for the account of the Company Borrower at the New York office of the Administrative Agent specified in subsection 11.2 an amount in immediately available funds equal to which the amount of the Swingline Loan to be made by the Swingline Lender. The Administrative Agent shall make the proceeds of such Swingline Loan should be creditedavailable to the Borrower on such Borrowing Date by depositing such proceeds in the account of the Borrower with the Administrative Agent on such Borrowing Date in immediately available funds. The Administrative Agent will promptly advise shall give the other Lenders prompt notice of each extension by the Swingline Lender of each such request and the details thereof. Each Cash Management Swingline Loan shall be made initially as an Index Rate Loan, and each other Swingline Loan shall be made as a Base Rate Loan or an Index Rate Loan. The Swingline Lender will make the proceeds of each Swingline Loan available to the Borrowers in Dollars in immediately available funds at the account specified by the Company in the applicable request not later than 1:00 p.m. (Eastern 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, and absolute discretion may, on behalf of the Borrowers Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Borrowing with respect to Revolving Loans on one Business Day's notice given by the Swingline Lender to the Administrative Agent and Lenders (with a copy to the Company requesting the Revolving Credit Lenders Borrower) no later than 12:00 Noon, New York City time, request each Lender (including the Swingline LenderLender in its capacity as a Lender having a Revolving Credit Commitment) to make Base Rate Loans make, and each Lender hereby agrees to make, an ABR Loan, in an amount equal to such Lender's Revolving Credit Commitment Percentage of the unpaid principal aggregate amount of any the Swingline LoanLoans (the "REFUNDED SWINGLINE LOANS") outstanding on the date of such notice, to repay the Swingline Lender. Each Revolving Credit Lender will shall make the proceeds amount of its Base Rate such ABR Loan included in such Borrowing available to the Administrative Agent at the New York office of the Administrative Agent specified in subsection 11.2 in immediately available funds, not later than 10:00 A.M., New York City time, one Business Day after the date of such notice. The proceeds of such ABR Loans shall be immediately made available by the Administrative Agent to the Swingline Lender for application by the Swingline Lender to the repayment of the Refunded Swingline Loans. The Borrower irrevocably authorizes the Swingline Lender to charge the Borrower's accounts with the Administrative Agent (up to the amount available in each such account) in order to immediately pay the amount of such Refunded Swingline Loans to the extent amounts received from the Lenders are not sufficient to repay in full such Refunded Swingline Loans if such deficiency is not otherwise reimbursed by the Borrower on the Business Day following a written request for such reimbursement to the Borrower by the Swingline Lender (without prejudice to any rights Borrower may have against any such Lender which did not provide its pro rata portion to repay in full such Refunded Swingline Loans). If such amount is not in fact made available to the Administrative Agent 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 such amount is required to be paid, at the Federal Funds Effective Rate. If such Lender does not pay such amount as provided above, and until such time as such Lender makes the required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of such unpaid participation obligation for all purposes of the Loan Documents other than those provisions requiring the other Lenders to purchase a participation therein, and all amounts paid or payable by the Borrower on account of Swingline Loans which would otherwise comprise such Lender's Swingline Participation Amount (had such Lender purchased and funded its participation therein) shall continue to be for the sole account of the Swingline Lender. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Revolving Credit Loans, amounts due with respect to any Letters of Credit (or its participation interests therein) and any other amounts due to it hereunder to the Swingline Lender to fund ABR Loans in accordance with Section 2.9the amount of the participation in Swingline Loans that such Lender failed to purchase and fund pursuant to this subsection 2.4(b), which will be used solely for the repayment of until such Swingline Loanamount has been purchased and funded. (c) If If, prior to the time an ABR Loan would have otherwise been made pursuant to subsection 2.4(b), one of the events described in subsection 9(e) or 9(i) shall have occurred and be continuing with respect to the Borrower or if for any reason a Base Rate Borrowing other reason, as determined by the Swingline Lender in its sole discretion, ABR Loans may not be (made as determined in the sole discretion of the Administrative Agentcontemplated by subsection 2.4(b), or is noteach Lender shall, on the date such ABR Loan was to have been made in accordance with the foregoing provisions, then such Swingline Loan shall automatically be converted to a Base Rate Loan, upon notice from the Swingline Lender pursuant to the Administrative Agent and notice referred to in subsection 2.4(b) (the Company"REFUNDING DATE"), and each Revolving Credit Lender (other than the Swingline Lender) shall purchase for cash an undivided participating interest in such the then outstanding Swingline Loan in Loans by paying to the Swingline Lender an amount (the "SWINGLINE PARTICIPATION AMOUNT") equal to its (i) such Lender's Revolving Credit Commitment Percentage thereof TIMES (ii) the sum of the aggregate principal amount of Swingline Loans then outstanding that were to have been repaid with such ABR Loans, and upon the purchase of any such participating interest the then outstanding Swingline Loans shall bear interest at the rate then applicable to ABR Loans. (d) Whenever, at any time after the Swingline Lender has received from any Lender such Lender's Swingline Participation Amount, the Swingline Lender receives any payment on account of the date Swingline Loans, the Swingline Lender will distribute to such Lender its Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Lender's PRO RATA portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline Loans then due); PROVIDED, HOWEVER, that in the event that such Base Rate Borrowing should have occurred. On payment received by the date of Swingline Lender is required to be returned, such required purchase, each Revolving Credit Lender shall promptly transfer, in immediately available funds, the amount of its participating interest will return to the Administrative Agent for the account of Swingline Lender any portion thereof previously distributed to it by the Swingline Lender. (de) Each Revolving Credit Lender’s 's obligation to make a Base Rate Loan pursuant the Loans referred to Section 2.5(bin subsection 2.4(b) or and to purchase the participating interests pursuant to Section 2.5(csubsection 2.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any setoff, counterclaim, recoupment, defense or other right that such Revolving Credit Lender or any other Person the Borrower may have or claim against the Swingline Lender, any the Borrower or any other Person for any reason whatsoever, ; (ii) the existence occurrence or continuance of a Default or an Event of Default or the termination failure to satisfy any of any Revolving Credit Lender’s Revolving Commitment, the other conditions specified in Section 6; (iii) any adverse change in the existence condition (financial or alleged existenceotherwise) of any event or condition which has had or could reasonably be expected to have a Material Adverse Effect, the Borrower; (iv) any breach of this Agreement or any other Loan Document by any Borrower, the Administrative Agent Borrower or any Revolving Credit Lender other Lender; or (v) any other circumstance, happening or event whatsoever, 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 at the Federal Funds Rate. 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 Revolving Credit Lender’s participation interest in such Swingline Loans that such Revolving Credit Lender failed to fund pursuant to this Section, until such amount has been purchased in full.

Procedure for Swingline Borrowing. (a) The Swingline Lender agrees to make Swingline Loans to the Company from time to time in accordance with the treasury and cash management services and products provided to the Company by the Swingline Lender (the “Cash Management Swingline Loans”). For other Swingline Loans, the Company, on behalf of the Borrowers, shall give the Administrative Agent a Notice of Borrowing with respect to each Swingline Loan prior to 10:00 a.m. (Eastern time) on the requested date of each Swingline Borrowing. Each Notice of Borrowing under this Section 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), (iii) the Type of such Swingline Loan (which shall be an Index Rate Loan) and (iv) 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 such request and the details thereof. Each Cash Management Swingline Loan shall be made initially as an Index Rate Loan, and each other Swingline Loan shall be made as a Base Rate Loan or an Index Rate Loan. The Swingline Lender will make the proceeds of each Swingline Loan available to the Borrowers in Dollars in immediately available funds at the account specified by the Company in the applicable request not later than 1:00 p.m. (Eastern 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 Borrowers (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Borrowing with respect to Revolving Loans to the Administrative Agent and the Company requesting the Revolving Credit Lenders (including the Swingline Lender) to make Base Index 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 Index Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.92.7, which will be used solely for the repayment of such Swingline Loan. The Swingline Lender agrees that it shall give such Notice of Borrowing on the last Business Day of each calendar week if any Swingline Loans are then outstanding. (c) If for any reason a Base an Index Rate 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 such Swingline Loan shall automatically be converted to a Base Rate Loan, upon notice from the Swingline Lender to the Administrative Agent and the Company, and 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 Revolving Credit Percentage thereof on the date that such Base Index Rate 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. (d) Each Revolving Credit Lender’s obligation to make a Base an Index Rate Loan pursuant to Section 2.5(b) or to purchase the participating interests pursuant to Section 2.5(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any setoff, counterclaim, recoupment, defense or other right that such Revolving Credit Lender or any other Person may have or claim against the Swingline Lender, any 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 Credit Lender’s Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or could would reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by any Borrower, the Administrative Agent or any Revolving Credit Lender or (v) any other circumstance, happening or event whatsoever, 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 RateRate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafter. 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 Revolving Credit Lender’s participation interest in such Swingline Loans that such Revolving Credit Lender failed to fund pursuant to this Section, until such amount has been purchased in full.

Procedure for Swingline Borrowing. (a) The To request a Swingline Lender agrees to make Swingline Loans to the Company from time to time in accordance with the treasury and cash management services and products provided to the Company by the Swingline Lender (the “Cash Management Swingline Loans”). For other Swingline LoansLoan, the Company, on behalf of the Borrowers, Borrower shall give notify the Administrative Agent a Notice of Borrowing with respect to each Swingline Loan prior to 10:00 a.m. such request by telephone (Eastern confirmed by telecopy), not later than 12:00 noon, New York City time) , on the requested date day of each a proposed Swingline BorrowingLoan. Each Notice of Borrowing under this Section such notice shall be irrevocable and shall specify: (i) specify the principal amount of such Swingline Loan, (ii) the requested date of such Swingline Loan (which shall be a Business Day), (iii) the Type of such Swingline Loan and (iv) the account amount of the Company to which the proceeds of such requested Swingline Loan should be creditedLoan. The Administrative Agent will promptly advise the Swingline Lender Lenders of each any such request and notice received from the details thereofBorrower. Each Cash Management Swingline Lender shall make its ratable portion of the requested Swingline Loan shall (such ratable portion to be made initially as an Index Rate Loan, and each other calculated based upon such Swingline Loan shall be made as a Base Rate Loan or an Index Rate Loan. The Lender’s Swingline Lender will make Commitment to the proceeds total Swingline Commitments of each all of the Swingline Loan Lenders) available to the Borrowers in Dollars in immediately available funds at Borrower by means of a credit to an account of the account specified Borrower with the Administrative Agent designated for such purpose by the Company in the applicable request not later than 1:00 p.m. (Eastern 3:00 p.m., New York City time) , on the requested date of such Swingline Loan. Each borrowing under the Swingline Commitment shall be in an amount equal to $500,000 or a whole multiple of $100,000 in excess thereof. The Swingline Lender shall report the Swingline Exposure to the Administrative Agent will notify the Lenders on a quarterly basis if any Swingline Loans occurred during such quarter.weekly basis (b) The Swingline Lender, at failure of any time and from time to time in its sole discretion, may, on behalf of the Borrowers (which hereby irrevocably authorizes and directs the Swingline Lender to act on make its behalf), give ratable portion of a Notice Swingline Loan shall not relieve any other Swingline Lender of Borrowing with respect to Revolving Loans to the Administrative Agent and the Company requesting the Revolving Credit Lenders (including the Swingline Lender) its obligation hereunder to make Base Rate Loans in an amount equal to its ratable portion of such Swingline Loan on the unpaid principal amount date of such Swingline Loan, but no Swingline Lender shall be responsible for the failure of any other Swingline Loan. Each Revolving Credit Lender will to make the proceeds ratable portion of its Base Rate a Swingline Loan included in to be made by such Borrowing available to the Administrative Agent for the account of the other Swingline Lender in accordance with Section 2.9, which will be used solely for on the repayment date of such any Swingline Loan. (c) If for Any Swingline Lender may by written notice given to the Administrative Agent require the Lenders to acquire participations in all or a portion of its Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loans. Each Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice from the Administrative Agent (and in any reason event, if such notice is received by 12:00 noon, New York City time, on a Base Rate Borrowing may not be (as determined in Business Day no later than 5:00 p.m. New York City time on such Business Day and if received after 12:00 noon, New York City time, on a Business Day shall mean no later than 10:00 a.m. New York City time on the sole discretion of immediately succeeding Business Day), to pay to the Administrative Agent, for the account of such Swingline Lenders, such Lender’s Applicable Percentage of such Swingline Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 with respect to Loans made by such Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Lenders), or is notand the Administrative Agent shall promptly pay to such Swingline Lenders the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, made and thereafter payments in accordance with the foregoing provisions, then respect of such Swingline Loan shall automatically be converted to a Base Rate Loan, upon notice from the Swingline Lender made to the Administrative Agent and the Company, and each Revolving Credit Lender (other than the Swingline Lender) shall purchase an undivided participating interest in not to such Swingline Lenders. Any amounts received by a Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan in an amount equal to its Revolving Credit Percentage thereof on after receipt by such Swingline Lender of the date that such Base Rate Borrowing should have occurred. On the date proceeds of such required purchase, each Revolving Credit Lender a sale of participations therein shall be promptly transfer, in immediately available funds, the amount of its participating interest remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lenders, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the account Borrower of any default in the Swingline Lenderpayment thereof. (d) Each Revolving Credit Lender’s obligation to make a Base Rate Loan pursuant the Loans referred to in Section 2.5(b2.10(a) or and to purchase the participating interests pursuant to Section 2.5(c2.10(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any setoff, counterclaim, recoupment, defense or other right that such Revolving Credit Lender or any other Person the Borrower may have or claim against the Swingline LenderLenders, any the Borrower or any other Person for any reason whatsoever, (ii) the existence occurrence or continuance of a Default or an Event of Default or the termination failure to satisfy any of any Revolving Credit Lender’s Revolving Commitmentthe other conditions specified in Section 6.02, (iii) any adverse change in the existence condition (financial or alleged existenceotherwise) of any event or condition which has had or could reasonably be expected to have a Material Adverse Effectthe Borrower, (iv) any breach of this Agreement or any other Loan Document by any the Borrower, the Administrative Agent any Guarantor or any Revolving Credit other Lender or (v) any other circumstance, happening or event whatsoever, 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 at the Federal Funds Rate. 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 . (e) The provisions of the unpaid participation for all purposes of the Loan Documents. In additionCredit Agreement related to Defaulting Lenders are also applicable, 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 hereunderas appropriate, to the Swingline Lender to fund the amount of such Revolving Credit Lender’s participation interest in such Lenders and any Swingline Loans that such Revolving Credit Lender failed to fund pursuant to this Section, until such amount has been purchased in fullLoans.