Common use of Borrowing Procedures Clause in Contracts

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the requested borrowing date and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephonetelephone or Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. (New York City time time) on the requested borrowing date and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. (New York City time time) on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 4:00 p.m. (New York City time time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice by the Borrower Representative (on behalf of the Borrowers) to the Swing Line Lender and the Administrative Agent, which notice may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. (New York City time time) on the requested borrowing date date, and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount 100,000 or a whole multiple of $100,000 in excess of $500,000 shall be in integral multiples of $100,000) and thereof, (ii) the requested borrowing date, which shall be a Business DayDay and (iii) whether such borrowing is to be made under the Dollar Tranche or the Multicurrency Tranche. Each such telephonic notice must be confirmed promptly by delivery The Borrower Representative (on behalf of the Borrowers) shall deliver to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the BorrowerBorrower Representative. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 1:00 p.m. (New York City time time) on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), ) or (B) that one or more of the applicable conditions specified in Section 4.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 4:00 p.m. (New York City time time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the BorrowerBorrowers. Notwithstanding anything If no election as to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Tranche of Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender Loans is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to supportrequested, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of election shall be deemed to be made under the outstanding Swing Line LoansDollar Tranche.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. (New York City time time) on the requested borrowing date and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) 100,000 and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the relevant Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless (x) the relevant Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. (New York City time time) on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 4.01 is not then satisfiedsatisfied or (y) such Swing Line Lender has determined in its sole discretion not to make such Swing Line Loan, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 5:00 p.m. (New York City time time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephonetelephone or Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the requested borrowing date and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephonetelephone or Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the requested borrowing date and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the BorrowerCompany’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the requested borrowing date and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the BorrowerCompany. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower Company to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans.

Borrowing Procedures. Each Swing Line Borrowing (a) The Borrower may borrow under the Revolving Credit Commitments during the Revolving Credit Commitment Period on any Business Day, provided that the Borrower shall be made upon give the Borrower’s Administrative Agent irrevocable notice to the Swing Line Lender and the Administrative Agent, (which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. prior to 2:00 P.M., New York City time on the requested borrowing date and shall specify time, (i) three Business Days prior to the principal requested Borrowing Date, if all or any part of the requested Revolving Credit Loans are to be initially Eurodollar Loans, or (ii) one Business Day prior to the requested Borrowing Date, otherwise), specifying (A) the amount to be borrowed, which principal amount shall (B) the requested Borrowing Date, (C) whether the borrowing is to be of Eurodollar Loans, ABR Loans or a minimum combination thereof (and, if a combination, the respective amounts of $500,000 each Type of Loan) and (and any amount in excess D) if the borrowing is to be entirely or partly of $500,000 Eurodollar Loans the respective lengths of the initial Interest Periods therefor. Each borrowing under the Revolving Credit Commitments shall be in integral multiples an amount equal to (x) in the case of ABR Loans, $10,000,000 or a whole multiple of $100,0001,000,000 in excess thereof (or, if the then unused amount of the Revolving Credit Commitments is less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof. (b) The Borrower may borrow the Tranche I Term Loans not later than 5 Business Days after the Closing Date and may borrow the Tranche II Term Loans on any Business Day during the Term Loan Commitment Period, provided that the Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 2:00 P.M., New York City time, (i) three Business Days prior to the requested Borrowing Date, if all or any part of the requested Term Loans are to be initially Eurodollar Loans, or (ii) one Business Day prior to the requested Borrowing Date, otherwise), specifying (A) the amount to be borrowed, (B) the requested Borrowing Date, (C) whether the borrowing dateis to be of Eurodollar Loans, which shall ABR Loans or a combination thereof (and, if a combination, the respective amounts of each Type of Loan) and (D) if the borrowing is to be a Business Day. Each such telephonic entirely or partly of Eurodollar Loans the respective lengths of the initial Interest Periods therefor. (c) Upon receipt of any notice must be confirmed promptly by delivery from the Borrower pursuant to the Swing Line Lender and paragraph (a) or (b) above, the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrowershall promptly notify each Lender thereof. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing), the Swing Line Each Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan pro rata share of each borrowing available to the Borrower. Notwithstanding anything Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in subsection 9.2 prior to 11:00 A.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not Administrative Agent. Such borrowing will then be obligated made available to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate by the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) Administrative Agent crediting the account of the Borrower on the books of such office with respect the aggregate of the amounts made available to the Defaulting Lender’s or Defaulting Lenders’ participation Administrative Agent by the Lenders and in such Swing Line Loans, including like funds as received by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line LoansAdministrative Agent.

Borrowing Procedures. Each Unless the Swing Line has been terminated or suspended by the Swing Line Lender as provided in subsection (a) above, each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the requested borrowing date date, and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) , and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless (x) the Swing Line has been terminated or suspended by the Swing Line Lender as provided in subsection (a) above, or (y) the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to Borrower at its office by crediting the Borroweraccount of Borrower on the books of Swing Line Lender in immediately available funds. Notwithstanding anything Lenders agree that Swing Line Lender may agree to modify the contrary contained borrowing procedures used in this Section 2.04 or elsewhere in this Agreement, connection with the Swing Line Lender shall not be obligated to make in its discretion and without affecting any of the obligations of Lenders hereunder other than notifying Agent of a Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line LoansNotice.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable written notice (such notice a “Swing Line Loan Notice”) to the Swing Line Lender Lenders and the Administrative Agent, which may be given by telephone. Each such notice must be appropriately completed and signed by a Responsible Officer of the Borrower and received by the Swing Line Lender Lenders and the Administrative Agent not later than 1:00 p.m. p.m., New York City time time, on the requested borrowing date and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in an integral multiples multiple of $100,000) and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the any Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing)Notice, the such Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice andand such Swing Line Lender’s ratable portion of the amount of the Swing Line Loan to be made (and if the Administrative Agent has not received such Swing Line Loan Notice, if not, the such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof). Unless the a Swing Line Lender has received notice (by telephone (if such Swing Line Lender agrees to accept telephonic notice) or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. p.m., New York City time time, on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender Lenders not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.27(a), or (B) that one or more of the applicable conditions specified in Section 4.02 4.03 is not then satisfied, then, subject to the terms and conditions hereof, the such Swing Line Lender will, not later than 3:00 p.m. 4:00 p.m., New York City time time, on the borrowing date specified in such Swing Line Loan Notice, make its ratable portion of the amount of its the Swing Line Loan available to the BorrowerBorrower (such ratable portion to be calculated based upon such Swing Line Lender’s Revolving Credit Commitment (in its capacity as a Revolving Credit Lender) to the total Revolving Credit Commitments of all of the Swing Line Lenders (in their respective capacities as Revolving Credit Lenders)). Notwithstanding anything to the contrary contained in this Section 2.04 2.27 or elsewhere in this Agreement, the no Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Participating Revolving Credit Lender is a Defaulting Lender unless the such Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the such Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)2.25) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the such Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line LoansLoans or other applicable share provided for under this Agreement. The Borrower shall repay to the Swing Line Lenders each Defaulting Lender’s portion (after giving effect to Section 2.25) of each Swing Line Loan promptly following demand by any Swing Line Lender.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the a Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the telephone or written Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the requested borrowing date and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) and (ii) the requested borrowing date, which shall be a Business Day. Each Loan Notice; provided that each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender Lenders and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of that Borrower. Each such notice must be received by the BorrowerSwing Line Lenders and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date and shall specify (i) the amount to be borrowed, which shall be a minimum of $1,000,000 (or an integral multiple of $100,000 in excess thereof), and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lender Lenders of any Swing Line Loan Notice (by telephone or in writing), the Swing Line Lender Lenders will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender Lenders will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has Lenders have received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender Lenders not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 4.03 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, Lenders will not later than 3:00 4:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the that Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender Lenders shall not be obligated to make any Swing Line Loan at a time when a Participating Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has Lenders have entered into arrangements reasonably satisfactory to it and the applicable Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender Lenders to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans. A Borrower shall repay to the Swing Line Lenders each Defaulting Lender’s portion (after giving effect to Section 2.17(a)(iv)) of each Swing Line Loan promptly following demand by the Swing Line Lenders.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the BorrowerBorrower Representative’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the requested borrowing date date, and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) , and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan NoticeRequest, appropriately completed and signed by a Responsible Officer of the BorrowerBorrower Representative. Any telephonic request for a Swing Line Loan by the Borrower Representative shall be promptly confirmed by submission of a properly completed Swing Line Loan Request, signed by a Responsible Officer of the Borrower Representative, to Swing Line Lender and Administrative Agent, but failure to deliver a Swing Line Loan Request shall not be a defense to payment of any Swing Line Borrowing. Neither Swing Line Lender nor Administrative Agent shall have any liability to any Borrower for any loss or damage suffered by such Borrower as a result of Swing Line Lender’s or Administrative Agent’s honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically, by facsimile or electronically and purporting to have been sent to Swing Line Lender or Administrative Agent by such Borrower and neither Swing Line Lender nor Administrative Agent shall have any duty to verify the origin of any such communication or the identity or authority of the Person sending it. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Request, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice Request and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.3(a), or (B) that one or more of the applicable conditions specified in Section 4.02 Article 4 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender willmay, not later than 3:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan NoticeRequest, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to applicable Borrower at its office by crediting the contrary contained in this Section 2.04 or elsewhere in this Agreement, account of such Borrower on the books of Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loansimmediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender Lenders and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender Lenders and the Administrative Agent not later than 1:00 2:00 p.m. New York City on the requested borrowing date or such later time on the requested borrowing date as may be approved by the Swing Line Lenders in their sole discretion, and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) , and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender Lenders and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender Lenders of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lender Lenders will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender Lenders will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has Lenders have received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 3:30 p.m. New York City time on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender Lenders not to make such Swing Line Loan as a result of the limitations set forth in the first proviso provisos to the first sentence of Section 2.04(a2.05(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender Lenders will, not later than 3:00 4:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its their Swing Line Loan available to the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, Unless otherwise agreed among the Swing Line Lender shall not be obligated to make any Lenders, each Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless shall be made by the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Lenders ratably in accordance with their respective Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line LoansCommitments.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the BorrowerBorrower Agent’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 3:00 p.m. New York City time (unless the Borrowers want to reserve the option to borrow at the Swing Line Lender’s Quoted Rate, in which case such notice must be received by the Swing Line Lender and Administrative Agent not later than Noon) on the requested borrowing date date, and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (100,000 and any amount in excess of $500,000 shall be in integral multiples of $100,000) 10,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the BorrowerBorrower Agent. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lender will (i) deliver notice to Borrower Agent and Administrative Agent as to whether it will or will not make such Swing Line Loan available to Borrowers and, if agreeing to make such Swing Line Loan, (ii) in its discretion quote an interest rate to Borrower Agent at which the Swing Line Lender would be willing to make such Swing Line Loan available to Borrowers (the rate so quoted being herein referred to as “Swing Line Lender’s Quoted Rate”) and (iii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 1:00 p.m. New York City time on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender willmay, not later than 3:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to Borrower Agent at its office by crediting the Borrower. Notwithstanding anything to account of Borrower Agent on the contrary contained in this Section 2.04 or elsewhere in this Agreement, books of the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loansimmediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable written notice (such notice a “Swing Line Loan Notice”) to the Swing Line Lender Lenders and the Administrative Agent, which may be given by telephone. Each such notice must be appropriately completed and signed by a Responsible Officer of the Borrower and received by the Swing Line Lender Lenders and the Administrative Agent not later than 1:00 p.m. p.m., New York City time time, on the requested borrowing date and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in an integral multiples multiple of $100,000) and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the any Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing)Notice, the such Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice andand such Swing Line Lender’s ratable portion of the amount of the Swing Line Loan to be made (and if the Administrative Agent has not received such Swing Line Loan Notice, if not, the such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof). Unless the a Swing Line Lender has received notice (by telephone (if such Swing Line Lender agrees to accept telephonic notice) or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. p.m., New York City time time, on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender Lenders not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), 2.27(a) or (B) that one or more of the applicable conditions specified in Section 4.02 4.03 is not then satisfied, then, subject to the terms and conditions hereof, the such Swing Line Lender will, not later than 3:00 p.m. 4:00 p.m., New York City time time, on the borrowing date specified in such Swing Line Loan Notice, make its ratable portion of the amount of its the Swing Line Loan available to the BorrowerBorrower (such ratable portion to be calculated based upon such Swing Line Lender’s Revolving Credit Commitment (in its capacity as a Revolving Credit Lender) to the total Revolving Credit Commitments of all of the Swing Line Lenders (in their respective capacities as Revolving Credit Lenders)). Notwithstanding anything to the contrary contained in this Section 2.04 2.27 or elsewhere in this Agreement, the no Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Participating Revolving Credit Lender is a Defaulting Lender unless the such Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the such Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)2.25) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the such Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line LoansLoans or other applicable share provided for under this Agreement. The Borrower shall repay to the Swing Line Lenders each Defaulting Lender’s portion (after giving effect to Section 2.25) of each Swing Line Loan promptly following demand by any Swing Line Lender.

Borrowing Procedures. Each Swing Line Swingline Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agent, and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount 100,000 or a whole multiple of $10,000 in excess of $500,000 shall be in integral multiples of $100,000) thereof and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Swingline Lender and the Administrative Agent of a written Swing Line Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Swingline Lender of any Swing Line telephonic Swingline Loan Notice (by telephone or in writing)Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date within one hour of the proposed Swing Line Borrower’s notice requesting a Swingline Borrowing (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 Article V is not then satisfiedsatisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent), then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, promptly by in any event not later than 3:00 2:00 p.m. New York City time on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the Borrower. Notwithstanding anything to the contrary contained Borrower in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loansimmediately available funds.

Borrowing Procedures. Each Unless the Swing Line has been terminated or suspended by the Swing Line Lender as provided in subsection (a) above, each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the requested borrowing date date, and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of Five Hundred Thousand Dollars ($500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) 500,000), and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless (x) the Swing Line has been terminated or suspended by the Swing Line Lender as provided in subsection (a) above, or (y) the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to Borrower at its office by crediting the Borroweraccount of Borrower on the books of Swing Line Lender in immediately available funds. Notwithstanding anything Lenders agree that Swing Line Lender may agree to modify the contrary contained borrowing procedures used in this Section 2.04 or elsewhere in this Agreement, connection with the Swing Line Lender shall not be obligated to make in its discretion and without affecting any of the obligations of Lenders hereunder other than notifying Agent of a Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line LoansNotice.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s Borrowers’ irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time 3:00 p.m., on the requested borrowing date date, and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum amount of $500,000 (and any amount 100,000 or an integral multiple of $25,000 in excess of $500,000 shall be in integral multiples of $100,000) thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Loan NoticeBorrowing, appropriately completed and signed by a Responsible Officer of the BorrowerBorrowers, which notice may be delivered by telecopy or e-mail. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line Loan Notice (by telephone or in writing)Borrowing, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Loan Notice Borrowing and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time 4:00 p.m., on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.18(a), or (B) that one or more of the applicable conditions specified in Section 4.02 4.2 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. New York City time 4:30 p.m., on the borrowing date specified in such Notice of Swing Line Loan NoticeBorrowing, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to Borrowers at its office by crediting the contrary contained in this Section 2.04 or elsewhere in this Agreement, account of the Borrowers on the books of the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loansimmediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative AgentLender, which may be given by telephonea Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. 2:30 p.m., New York City time time, on the requested borrowing Borrowing date and shall specify (ia) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) 100,000 and (iib) the requested borrowing Borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Priority Revolving Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. 3:00 p.m., New York City time time, on the date of the proposed Swing Line Borrowing (Ai) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), 2.04(1) or (Bii) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. 3:30 p.m., New York City time time, on the borrowing Borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv2.17(1)(d)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share Applicable Percentage of the outstanding Swing Line Loans.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon requested pursuant to the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time 11:00 a.m. on the requested borrowing date date, and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum amount of $500,000 (and any amount 100,000 or an integral multiple of $25,000 in excess of $500,000 shall be in integral multiples of $100,000) thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Loan NoticeBorrowing, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line Loan Notice (by telephone or in writing)Borrowing, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Loan Notice Borrowing and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 1:00 p.m. New York City time on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.03(a), or (B) that one or more of the applicable conditions specified in Section 4.02 3.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. New York City time 4:00 p.m., on the borrowing date specified in such Notice of Swing Line Loan NoticeBorrowing, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to Borrower at its office by crediting the contrary contained in this Section 2.04 or elsewhere in this Agreement, account of the Borrower on the books of the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loansimmediately available funds.

Borrowing Procedures. Each If an AutoBorrow Agreement is in effect, each Swing Line Borrowing shall be made upon as provided in such AutoBorrow Agreement. Otherwise, in order to request a Swing Line Borrowing, the Borrower’s irrevocable Applicable Borrower shall hand deliver, fax or send by electronic communication (e-mail) (or by telephone notice promptly confirmed by a written, fax or electronic communication (e-mail)) to the Applicable Swing Line Lender and the Applicable Administrative Agent, which may be given by telephoneAgent a duly completed Borrowing Request not later than 2:00 p.m. (Standard Time) on the day of the proposed Swing Line Borrowing. Each such notice must Borrowing Request shall be received irrevocable, shall be signed by or on behalf of the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the requested borrowing date Applicable Borrower and shall specify the following information: (i) the principal amount to be borrowed, which principal amount shall be a minimum date of $500,000 such Swing Line Borrowing (and any amount in excess of $500,000 shall be in integral multiples of $100,000) and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to ); (ii) in the case of a Canadian Swing Line Lender and the Administrative Agent of a written Borrowing, whether such Canadian Swing Line Loan NoticeBorrowing is to be denominated in Canadian dollars or U.S. dollars; and (iii) the amount of such Swing Line Borrowing, appropriately completed and signed by which shall be a Responsible Officer minimum of the BorrowerU.S.$1,000,000, except as otherwise set forth in any AutoBorrow Agreement. Promptly after receipt by the Applicable Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing)Borrowing Request, the Applicable Swing Line Lender will confirm with the Applicable Administrative Agent (by telephone or in writing) that the Applicable Administrative Agent has also received such Swing Line Loan Notice Borrowing Request and, if not, the Applicable Swing Line Lender will notify the Applicable Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Applicable Swing Line Lender has received notice (by telephone or in writing) from the Applicable Administrative Agent (including at the request of any Revolving Credit Applicable Lender) prior to 2:00 p.m. New York City time (Standard Time) on the date of the proposed Swing Line Borrowing (A) directing the Applicable Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of either Section 2.04(a2.23(a)(i) or Section 2.23(a)(ii), or (B) that one or more of the applicable conditions specified in Section 4.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Applicable Swing Line Lender will, not later than 3:00 1:00 p.m. New York City time (Standard Time) on the borrowing date specified in such Swing Line Loan NoticeBorrowing Request, make the amount of its Swing Line Loan available to the BorrowerApplicable Borrower at its office by crediting the account of the Applicable Borrower on the books of the Applicable Swing Line Lender in immediately available funds. Notwithstanding anything to If an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the contrary contained in event that any of the terms of this Section 2.04 or elsewhere in this 2.23 conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. No Applicable Lender shall have any rights or obligations under any AutoBorrow Agreement, but each Applicable Lender shall have the obligation to purchase and fund risk participations in the Swing Line Lender shall not be obligated Loans and to make any refinance Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loansas provided herein.

Borrowing Procedures. Each Unless Borrower and Administrative Agent have entered into a Sweep Agreement with respect to Swing Line Loans, each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the requested borrowing date date, and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan NoticeRequest, appropriately completed and signed by a Responsible Officer of Borrower. Any telephonic request for a Swing Line Loan by Borrower shall be promptly confirmed by submission of a properly completed Swing Line Loan Request, signed by a Responsible Officer of Borrower, to Swing Line Lender and Administrative Agent, but failure to deliver a Swing Line Loan Request shall not be a defense to payment of any Swing Line Borrowing. Neither Swing Line Lender nor Administrative Agent shall have any liability to Borrower for any loss or damage suffered by Borrower as a result of Swing Line Lender’s or Administrative Agent’s honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically, by facsimile or electronically and purporting to have been sent to Swing Line Lender or Administrative Agent by ▇▇▇▇▇▇▇▇ and neither Swing Line Lender nor Administrative Agent shall have any duty to verify the Borrowerorigin of any such communication or the identity or authority of the Person sending it. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Request, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice Request and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.2(a), or (B) that one or more of the applicable conditions specified in Section 4.02 Article 5 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan NoticeRequest, make the amount of its Swing Line Loan available to Borrower at its office by crediting the Borrower. Notwithstanding anything to account of Borrower on the contrary contained in this Section 2.04 or elsewhere in this Agreement, the books of Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loansimmediately available funds.

Borrowing Procedures. Each New Vehicle Floorplan Swing Line Borrowing and each conversion of New Vehicle Floorplan Swing Line Loans from one Type to the other shall be made pursuant to (i) a Payment Commitment, (ii) a Payoff Letter Commitment, (iii) upon the BorrowerCompany’s irrevocable notice to the New Vehicle Floorplan Swing Line Lender by delivery of a written New Vehicle Swing Line Loan Notice, appropriately completed and signed (in the case of a Borrowing) by an authorized representative of the applicable New Vehicle Borrower and (in the case of a conversion) by a Responsible Officer, or (iv) in the case of a dealer trade, pursuant to the Floorplan On-line System in accordance with practices agreed to from time to time between the New Vehicle Swing Line Lender and the Administrative Agent, which may be given by telephoneapplicable New Vehicle Borrower. Each such notice from the Company must be received by the New Vehicle Floorplan Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the Business Day of the requested borrowing date or date of conversion of Eurodollar Rate Loans to Base Rate Loans or of any conversion of Base Rate Loans to Eurodollar Rate Loans, and in each case shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to , (iii) the Swing Line Lender and the Administrative Agent Type of a written New Vehicle Floorplan Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the to be borrowed or to which existing New Vehicle Floorplan Swing Line Lender of any Swing Line Loan Notice Loans are to be converted, (by telephone or in writing), iv) the Swing Line Lender will confirm with applicable New Vehicle Borrower and (v) the Administrative Agent (by telephone or in writingapplicable New Vehicle(s) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request make, model and vehicle identification number of any Revolving Credit Lender) prior to 2:00 p.m. such New York City time on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(aVehicle(s), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the ). The New Vehicle Floorplan Swing Line Lender will, not later than 3:00 6:00 p.m. New York City time on the borrowing date specified in such New Vehicle Floorplan Swing Line Loan Notice, make the amount of its New Vehicle Floorplan Swing Line Loan available directly to the Borrower. Notwithstanding anything manufacturer or distributor pursuant to a Payment Commitment, to the contrary contained in this Section 2.04 financial institution pursuant to a Payoff Letter Commitment or elsewhere in this Agreement, to the Swing Line Lender shall not be obligated to make any Swing Line Loan applicable New Vehicle Borrower at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the New Vehicle Floorplan Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to office by crediting the Defaulting Lender’s or Defaulting Lenders’ participation in account of such Borrower on the books of the New Vehicle Floorplan Swing Line Lender. If the Company fails to provide a timely New Vehicle Floorplan Swing Line Loan Notice requesting a conversion of Eurodollar Rate Loans to Base Rate Loans, including by Cash Collateralizing, or obtaining such Loans shall continue as Eurodollar Rate Loans. If the Company fails to specify a backstop letter Type of credit from an issuer reasonably satisfactory to the New Vehicle Floorplan Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Loan in a New Vehicle Floorplan Swing Line LoansLoan Notice or if a Payment Commitment or Payoff Letter Commitment fails to specify a Type of New Vehicle Swing Line Loan, then the applicable New Vehicle Floorplan Swing Line Loan shall, subject to Article III, be made as a Eurodollar Rate Loan.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Parent Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephonetelephone or Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the requested borrowing date and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 250,000 (and any amount in excess of $500,000 250,000 shall be in integral multiples of $100,000) and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 4:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the BorrowerBorrowers. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower Borrowers to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephonetelephone or Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the requested borrowing date and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section ‎Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section ‎Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds. Notwithstanding anything to the contrary contained in this Section ‎Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section ‎Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the BorrowerCompany’s irrevocable notice to the Swing Line Lender Lenders and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender Lenders and the Administrative Agent not later than 1:00 3:00 p.m. New York City on the requested borrowing date or such later time on the requested borrowing date as may be approved by the Swing Line Lenders in their sole discretion, and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) , and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender Lenders and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the BorrowerCompany. Promptly after receipt by the Swing Line Lender Lenders of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lender Lenders will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender Lenders will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has Lenders have received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 3:30 p.m. New York City time on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender Lenders not to make such Swing Line Loan as a result of the limitations set forth in the first proviso provisos to the first sentence of Section 2.04(a2.05(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender Lenders will, not later than 3:00 4:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the BorrowerCompany. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, Unless otherwise agreed among the Swing Line Lender shall not be obligated to make any Lenders, each Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless shall be made by the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Lenders ratably in accordance with their respective Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line LoansCommitments.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the relevant Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the requested borrowing date date, and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) and , (ii) the requested borrowing date, which shall be a Business DayDay and (iii) the account of the relevant Revolving Credit Borrower to be credited with the proceeds of such Swing Line Borrowing. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the relevant Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date of the such proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the relevant Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the applicable Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) risk with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizingcash collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans.

Borrowing Procedures. Each Alternative Currency Swing Line Borrowing shall be made upon the BorrowerCompany’s irrevocable notice to the Alternative Currency Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Alternative Currency Swing Line Lender and the Administrative Agent not later than 1:00 2:00 p.m. New York City time on the requested borrowing date date, and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) 500,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Alternative Currency Swing Line Lender and the Administrative Agent of a written Alternative Currency Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the BorrowerCompany. Promptly after receipt by the Alternative Currency Swing Line Lender of any telephonic Alternative Currency Swing Line Loan Notice (by telephone or in writing)Notice, the Alternative Currency Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Alternative Currency Swing Line Loan Notice and, if not, the Alternative Currency Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Alternative Currency Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 3:00 p.m. New York City time on the date of the proposed Alternative Currency Swing Line Borrowing (A) directing the Alternative Currency Swing Line Lender not to make such Alternative Currency Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.05(b)(i), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Alternative Currency Swing Line Lender will, not later than 3:00 4:00 p.m. New York City time on the borrowing date specified in such Alternative Currency Swing Line Loan Notice, make the amount of its the requested Alternative Currency Swing Line Loan available to the Borrower. Notwithstanding anything to Company (x) at the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Alternative Currency Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to office by crediting the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter account of credit from an issuer reasonably satisfactory to the Company on the books of the Alternative Currency Swing Line Lender in Same Day Funds or (y) by wire transfer of such funds in Same Day Funds, in each case in accordance with instructions provided to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of (and reasonably acceptable to) the outstanding Swing Line LoansAdministrative Agent by the Company.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrowerany Borrower’sBorrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) by a Swing lineLine Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m1:00 p.m. New York City time on the requested borrowing date date, and shall specify (ii)(i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any principal amount in excess of $500,000 shall be in integral multiples of $100,000) and , (iiii)(ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to Day and (iii) the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the applicable Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any USD Revolving Credit Lender) prior to 2:00 p.m2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing (AA)(A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (BB)(B) that one or more of the applicable conditions specified in Section 4.02 Article 4 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m3:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to Borrowers at its office by crediting the contrary contained in this Section 2.04 or elsewhere in this Agreement, account of the applicable Borrower on the books of the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line LoansSame Day Funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative AgentLender, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 2:00 p.m. (New York City time time) on the requested borrowing date and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 100,000 (and any amount in excess of $500,000 100,000 shall be in integral multiples of $100,000) and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan NoticeBorrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. (New York City time time) on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 4:00 p.m. (New York City time time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) fronting exposure with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share Applicable Percentage of the outstanding Swing Line Loans.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Lead Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephonetelephone or Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the requested borrowing date and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Lead Borrower. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the BorrowerBorrowers at its office by crediting the account of the Borrowers on the books of the Swing Line Lender in immediately available funds. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Lead Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans.

Borrowing Procedures. Each At any time an Autoborrow Agreement is not in effect, each Used Vehicle Floorplan Swing Line Borrowing and each conversion of Used Vehicle Floorplan Swing Line Loans from one type to the other shall be made upon the BorrowerCompany’s irrevocable notice to the Used Vehicle Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Used Vehicle Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the requested borrowing date or date of conversion of Eurodollar Rate Loans to Base Rate Loans or of any conversion of Base Rate Loans to Eurodollar Rate Loans, and in each case shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) and (ii) the requested borrowing date, which shall be a Business DayDay and (iii) the Type of Used Vehicle Floorplan Swing Line Loan to be borrowed or to which existing Used Vehicle Floorplan Swing Line Loans are to be converted. Each such telephonic notice must be confirmed promptly by delivery to the Used Vehicle Swing Line Lender and the Administrative Agent of a written Used Vehicle Floorplan Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the BorrowerCompany. Promptly after receipt by the Used Vehicle Swing Line Lender of any telephonic Used Vehicle Floorplan Swing Line Loan Notice (by telephone or in writing)Notice, the Used Vehicle Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Used Vehicle Floorplan Swing Line Loan Notice and, if not, the Used Vehicle Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Used Vehicle Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Used Vehicle Floorplan Lender) prior to 2:00 p.m. New York City time on the date of the proposed Used Vehicle Floorplan Swing Line Borrowing (A) directing the Used Vehicle Swing Line Lender not to make such Used Vehicle Floorplan Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.08(a), or (B) that one or more of the applicable conditions specified in Section 4.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Used Vehicle Swing Line Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified in such Used Vehicle Floorplan Swing Line Loan Notice, make the amount of its Used Vehicle Floorplan Swing Line Loan available to the Borrower. Notwithstanding anything to Company at its office by crediting the contrary contained in this Section 2.04 or elsewhere in this Agreement, account of the Company on the books of the Used Vehicle Swing Line Lender shall not be obligated in immediately available funds. If the Company fails to make any provide a timely Used Vehicle Floorplan Swing Line Loan at Notice requesting a time when conversion of Eurodollar Rate Loans to Base Rate Loans, such Loans shall, subject to Article III, continue as Eurodollar Rate Loans. If the Company fails to specify a Revolving Credit Lender is Type of Used Vehicle Floorplan Swing Line Loan in a Defaulting Lender unless Used Vehicle Floorplan Swing Line Loan Notice, then the applicable Used Vehicle Floorplan Swing Line Loan shall, subject to Article III, be made as a Eurodollar Rate Loan. In order to facilitate the borrowing of Used Vehicle Floorplan Swing Line Loans, the Used Vehicle Swing Line Lender has entered may, in its sole discretion, agree with the Company to ( and the Used Vehicle Swing Line Lender and the Company are hereby authorized to) enter into arrangements reasonably an Autoborrow Agreement in form and substance satisfactory to it the Administrative Agent and the Borrower Used Vehicle Swing Line Lender (the “Autoborrow Agreement”) providing for the automatic advance by the Used Vehicle Swing Line Lender of Used Vehicle Floorplan Swing Line Loans under the conditions set forth in such agreement, which shall be in addition to eliminate the conditions set forth herein (each such advance, an “Autoborrow Advance”); provided that, (i) in no event shall the Company be entitled to Autoborrow Advances pursuant to an Autoborrow Agreement at any time an autoborrow arrangement is in effect under the Revolving Credit Facility (any such arrangement, a “Revolving Autoborrow Arrangement”) and (ii) subject to the Administrative Agent’s consent, the Company may, upon 30 days advance notice to the Administrative Agent and the Swing Line Lender’s Fronting Exposure (after giving effect , alternate between the autoborrow arrangement described herein and a Revolving Autoborrow Arrangement no more frequently than once in any calendar year. At any time such an Autoborrow Agreement is in effect, the requirements for Used Vehicle Floorplan Swing Line Borrowings set forth in the immediately preceding paragraph shall not apply, and all Used Vehicle Floorplan Swing Line Borrowings shall be made in accordance with the Autoborrow Agreement, until the right to Section 2.17(a)(iv)) such Used Vehicle Floorplan Swing Line Borrowings is suspended or terminated hereunder or in accordance with respect the terms of the Autoborrow Agreement. For purposes of determining the Outstanding Amount under the Used Vehicle Floorplan Commitment at any time during which an Autoborrow Agreement is in effect, the Outstanding Amount of all Used Vehicle Floorplan Swing Line Loans shall be deemed to be the amount of the Used Vehicle Floorplan Swing Line Sublimit. For purposes of any Used Vehicle Floorplan Swing Line Borrowing pursuant to the Defaulting Lender’s or Defaulting Lenders’ participation Autoborrow Agreement, all references to Bank of America shall be deemed to be a reference to Bank of America, in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the its capacity as Used Vehicle Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loanshereunder.

Borrowing Procedures. Each Swing Line Borrowing Swingline Loan request shall be made upon the Borrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. New York City St. Louis time on the requested borrowing date date, and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) , and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Swingline Lender and the Administrative Agent of a written Swing Line Loan NoticeNotice of Borrowing, appropriately completed and signed by a Responsible Officer an authorized officer of the Borrower. Promptly after receipt by the Swing Line Swingline Lender of any Swing Line Loan Notice (by telephone or in writing)telephonic notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice the notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City St. Louis time on the date of the proposed Swing Line Borrowing Swingline borrowing (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.02(a), or (B) that one a Default or more Event of the applicable conditions specified in Section 4.02 is not then satisfiedDefault exists or would result from such Swingline Loan, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 p.m. New York City St. Louis time on the borrowing date specified in such Swing Line Swingline Loan Noticenotice of Borrowing, make the amount of its Swing Line such Swingline Loan available to the Borrower. Notwithstanding anything The Revolving Lenders agree that the Swingline Lender may agree to modify the contrary contained borrowing procedures used in this Section 2.04 or elsewhere connection with Swingline Loans in this Agreement, the Swing Line Lender shall not be obligated to make its discretion and without affecting any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loansobligations of Revolving Lenders hereunder other than notifying Agent of a Swingline Loan Notice.

Borrowing Procedures. The Company shall give written notice (each such written notice, a “Notice of Borrowing”) substantially in the form of Exhibit D to the Administrative Agent of each proposed Borrowing not later than (a) in the case of a Base Rate Borrowing, 12:00 P.M., Local Time, on the proposed date of the making of a Loan, (b) in the case of a LIBOR Borrowing denominated in U.S. Dollars, 12:00 P.M., Local Time, at least three Business Days prior to such proposed date and (c) in the case of any Borrowing denominated in an Alternative Currency, 12:00 P.M., Local Time, at least four Business Days prior to such proposed date. Each Swing Line Borrowing such notice shall be made effective upon the Borrower’s irrevocable notice to the Swing Line Lender and receipt by the Administrative Agent, which may shall be given irrevocable, and shall specify the date, amount, Type and applicable currency of the Borrowing and, in the case of a LIBOR, EURIBOR, CDOR or BBR Borrowing, the initial Interest Period therefor. If no election as to the currency of a Borrowing is specified, then the requested Borrowing shall be denominated in U.S. Dollars. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Base Rate Borrowing if denominated in U.S. Dollars, a EURIBOR Borrowing if denominated in Euros, a CDOR Borrowing if denominated in Canadian Dollars, a BBR Borrowing if denominated in Australian Dollars or a LIBOR Borrowing if denominated in an Alternative Currency other than Euro, Canadian Dollars or Australian Dollars. If no Interest Period is specified with respect to any requested LIBOR, EURIBOR, CDOR or BBR Borrowing, then the Company shall be deemed to have selected an Interest Period of one month’s duration. Promptly upon receipt of such notice, the Administrative Agent shall advise each Lender thereof. Not later than 2:00 P.M., New York City time, on the proposed date of the making of a Loan, each Lender shall provide the Administrative Agent at the Principal Office specified by telephone. Each the Administrative Agent with immediately available funds covering such Lender’s Pro Rata Share of such Borrowing in the applicable currency and, so long as the Administrative Agent has not received written notice must be that the conditions precedent set forth in Section 12 with respect to such Borrowing have not been satisfied, the Administrative Agent shall pay over the funds received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time to the Company on the such requested borrowing date and shall specify (i) the principal amount to be borrowed, which principal amount date. Each Borrowing shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) and (ii) the requested borrowing date, which shall be on a Business Day. Each such telephonic notice must Borrowing shall be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent in an aggregate principal amount of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of least the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to Borrowing Minimum and an integral multiple of at least the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loansapplicable Borrowing Multiple.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the applicable Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than (x) 1:00 p.m. New York City time on the requested borrowing date for all US Dollar Swing Line Loans and (y) the Applicable Time one Business Day prior to the requested date for all Foreign Currency Swing Line Loans, and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) US$500,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Borrowing Notice, appropriately completed and signed by a Responsible Officer of the applicable Borrower. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing)telephonic Borrowing Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Borrowing Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.03(a), or (B) that one or more of the applicable conditions specified in Section 4.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Borrowing Notice, make the amount of its Swing Line Loan available in Same Day Funds to the Borrower. Notwithstanding anything applicable Borrower either by crediting or wiring such proceeds to the contrary contained deposit account of the applicable Borrower identified in this Section 2.04 the most recent Notice of Account Designation delivered by the Borrowers to the Administrative Agent or elsewhere in this Agreement, as may be otherwise agreed upon by the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it Borrowers and the Borrower Administrative Agent from time to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loanstime.

Borrowing Procedures. Each Swing Line Swingline Borrowing shall be made upon the Parent Borrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative AgentAgent by delivery to the Swingline Lender and the Administrative Agent of a written Loan Notice, which may be given appropriately completed and signed by telephonea Responsible Officer of the Parent Borrower. Each such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 2:00 p.m. (New York City time time) on the requested borrowing date date, and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) , and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Swingline Lender of any Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 3:00 p.m. (New York City time time) on the date of the proposed Swing Line Swingline Borrowing (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a)this Article II, or (B) that one or more of the applicable conditions specified in Section 4.02 5.01 (if on the Amendment No. 3 Effective Date) and Section 5.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 4:00 p.m. (New York City time time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Swingline Loan available to the BorrowerParent Borrower at its office by crediting the account of the Parent Borrower on the books of the Swingline Lender in immediately available funds. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line The Swingline Lender shall not be obligated required to make any Swing Line Swingline Loan at a any time when a Dollar Revolving Credit Lender is a Defaulting Lender unless (except if all of the Swing Line Swingline Exposure of such Defaulting Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect is reallocated pursuant to Section 2.17(a)(iv2.16)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s Company's irrevocable notice to the Swing Line Lender Lenders and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender Lenders and the Administrative Agent not later than 1:00 3:00 p.m. New York City on the requested borrowing date or such later time on the requested borrowing date as may be approved by the Swing Line Lenders in their sole discretion, and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) , and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender Lenders and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the BorrowerCompany. Promptly after receipt by the Swing Line Lender Lenders of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lender Lenders will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender Lenders will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has Lenders have received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Multicurrency Revolving Credit Lender) prior to 2:00 3:30 p.m. New York City time on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender Lenders not to make such Swing Line Loan as a result of the limitations set forth in the first proviso provisos to the first sentence of Section 2.04(a2.05(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender Lenders will, not later than 3:00 4:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the BorrowerCompany. Notwithstanding anything to Unless otherwise agreed between the contrary contained in this Section 2.04 or elsewhere in this AgreementSwing Line Lenders, the each Swing Line Lender shall not be obligated to make any 50% of each Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line LoansLoan.

Borrowing Procedures. Each New Vehicle Floorplan Swing Line Borrowing and each conversion of New Vehicle Floorplan Swing Line Loans from one Type to the other shall be made pursuant to (i) a Payment Commitment, (ii) a Payoff Letter Commitment, (iii) upon the BorrowerCompany’s irrevocable notice to the New Vehicle Floorplan Swing Line Lender by delivery of a written New Vehicle Swing Line Loan Notice, appropriately completed and signed (in the case of a Borrowing) by an authorized representative of the applicable New Vehicle Borrower and (in the case of a conversion) by a Responsible Officer, or (iv) in the case of a dealer trade, pursuant to the Floorplan On-line System in accordance with practices agreed to from time to time between the New Vehicle Swing Line Lender and the Administrative Agent, which may be given by telephoneapplicable New Vehicle Borrower. Each such notice from the Company must be received by the New Vehicle Floorplan Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the Business Day of the requested borrowing date or date of conversion of Eurodollar Rate Loans to Base Rate Loans or of any conversion of Base Rate Loans to Eurodollar Rate Loans, and in each case shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to , (iii) the Swing Line Lender and the Administrative Agent Type of a written New Vehicle Floorplan Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the to be borrowed or to which existing New Vehicle Floorplan Swing Line Lender of any Swing Line Loan Notice Loans are to be converted, (by telephone or in writing), iv) the Swing Line Lender will confirm with applicable New Vehicle Borrower and (v) the Administrative Agent (by telephone or in writingapplicable New Vehicle(s) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request make, model and vehicle identification number of any Revolving Credit Lender) prior to 2:00 p.m. such New York City time on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(aVehicle(s), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the ). The New Vehicle Floorplan Swing Line Lender will, not later than 3:00 6:00 p.m. New York City time on the borrowing date specified in such New Vehicle Floorplan Swing Line Loan Notice, make the amount of its New Vehicle Floorplan Swing Line Loan available directly to the Borrower. Notwithstanding anything manufacturer or distributor pursuant to a Payment Commitment, to the contrary contained in this Section 2.04 financial institution pursuant to a Payoff Letter Commitment or elsewhere in this Agreement, to the Swing Line Lender shall not be obligated to make any Swing Line Loan applicable New Vehicle Borrower at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the New Vehicle Floorplan Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to office by crediting the Defaulting Lender’s or Defaulting Lenders’ participation in account of such Borrower on the books of the New Vehicle Floorplan Swing Line Lender. If the Company fails to provide a timely New Vehicle Floorplan Swing Line Loan Notice requesting a conversion of Eurodollar Rate Loans to Base Rate Loans, including by Cash Collateralizing, or obtaining such Loans shall continue as Eurodollar Rate Loans. If the Company fails to specify a backstop letter Type of credit from an issuer reasonably satisfactory to the New Vehicle Floorplan Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Loan in a New Vehicle Floorplan Swing Line LoansLoan Notice or if a Payment Commitment or Payoff Letter Commitment fails to specify a Type of New Vehicle Swing Line Loan, then the applicable New Vehicle Floorplan Swing Line Loan shall be made as a Eurodollar Rate Loan.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 1:30 p.m. New York City time on the requested borrowing date and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 250,000 (and any amount in excess of $500,000 250,000 shall be in an integral multiples multiple of $100,000) and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfiedsatisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 5:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (solely after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans.

Borrowing Procedures. Each Swing Line Swingline Borrowing shall be made upon the Borrower’s 's irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agent, and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount 100,000 or a whole multiple of $10,000 in excess of $500,000 shall be in integral multiples of $100,000) thereof and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Swingline Lender and the Administrative Agent of a written Swing Line Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Swingline Lender of any Swing Line telephonic Swingline Loan Notice (by telephone or in writing)Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date within one hour of the proposed Swing Line Borrower's notice requesting a Swingline Borrowing (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 Article V is not then satisfiedsatisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent), then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, promptly by in any event not later than 3:00 2:00 p.m. New York City time on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the Borrower. Notwithstanding anything to the contrary contained Borrower in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loansimmediately available funds.

Borrowing Procedures. Each Swing Line Swingline Borrowing shall be made upon the a Borrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. New York City time p.m., Local Time, on the requested borrowing date date, and shall specify (i) the principal amount to be borrowedborrowed and the Revolving Facility under which such borrowing is to occur, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) , and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Swingline Lender and the Administrative Agent of a written Swing Line Loan NoticeSwingline Borrowing Request, appropriately completed and signed by a Responsible Officer of the applicable Borrower. Promptly after receipt by the Swing Line Swingline Lender of any Swing Line telephonic Swingline Loan Notice (by telephone or in writing)request, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice request and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date of the proposed Swing Line Swingline Borrowing (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 4.01 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 p.m. New York City time Local Time, on the borrowing date specified in such Swing Line Loan NoticeSwingline Borrowing Request, make the amount of its Swing Line Swingline Loan available to the Borrower. Notwithstanding anything to applicable Borrower at the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the account of such Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation specified in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line LoansSwingline Borrowing Request.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the BorrowerCompany’s irrevocable notice to the Swing Line Lender Lenders and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender Lenders and the Administrative Agent not later than 1:00 3:00 p.m. New York City on the requested borrowing date or such later time on the requested borrowing date as may be approved by the Swing Line Lenders in their sole discretion, and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) , and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender Lenders and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the BorrowerCompany. Promptly after receipt by the Swing Line Lender Lenders of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lender Lenders will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender Lenders will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has Lenders have received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Multicurrency Revolving Credit Lender) prior to 2:00 3:30 p.m. New York City time on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender Lenders not to make such Swing Line Loan as a result of the limitations set forth in the first proviso provisos to the first sentence of Section 2.04(a2.05(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender Lenders will, not later than 3:00 4:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the BorrowerCompany. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, Unless otherwise agreed among the Swing Line Lender shall not be obligated to make any Lenders, each Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless shall be made by the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Lenders ratably in accordance with their respective Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line LoansCommitments.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the BorrowerCompany’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the requested borrowing date date, and shall specify (i) the principal amount to be borrowed, which shall be in a minimum principal amount shall be a minimum of $500,000 (and any amount or a whole multiple of $100,000 in excess of $500,000 shall thereof (or such other amounts as may be in integral multiples of $100,000) approved by the Swing Line Lender), and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the BorrowerCompany. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Multicurrency Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to Company at its office by crediting the contrary contained in this Section 2.04 or elsewhere in this Agreement, account of the Company on the books of the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loansimmediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by Borrower as to the matters which are required to be set out in a written Swing Line Borrowing Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City 10:00 a.m. Central time on the requested borrowing date day on which any such Swing Line Loan is to be made, and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) borrowed and (ii) the requested borrowing date, which shall be a Business DayDay and (iii) whether Borrower requests interest accrue at the Swing Line Lender’s Quoted Rate and, if so, the Interest Period requested therefor. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Borrowing Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Borrowing Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Borrowing Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. The Swing Line Lender shall notify the Administrative Agent (who shall thereafter promptly notify Borrower) whether or not it has elected to make such Swing Line Loan. If the Swing Line Lender agrees to make such Swing Line Loan, it may in its discretion quote an interest rate to Borrower at which the Swing Line Lender would be willing to make such Swing Line Loan available to Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line Lender’s Quoted Rate”). Borrower acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If Borrower does not so immediately accept the Swing Line Lender’s Quoted Rate for the full amount requested by Borrower for such Swing Line Loan, the Swing Line Lender’s Quoted Rate shall be deemed immediately withdrawn. If the Swing Line Lender’s Quoted Rate is not accepted or otherwise does not apply, such Swing Line Loan shall bear interest at the rate per annum for Base Rate Loans under the Revolving Facility as from time to time in effect. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City 11:00 a.m. Central time on the date of the proposed Swing Line Borrowing (Ai) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.18(a), or (Bii) that one or more of the applicable conditions specified in Section 4.02 Article 7 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. New York City time on shall be entitled to assume that the borrowing date specified in such conditions precedent to an advance of any Swing Line Loan Notice, have been satisfied andmay make the amount of its such Swing Line Loan available to the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans.

Borrowing Procedures. Each Swing Line Borrowing shall be made The Borrower may borrow Swingline Loans upon the Borrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. P.M., New York City time time, on the requested borrowing date date, and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) , and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Swingline Lender and the Administrative Agent of a written Swing Line Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Swingline Lender of any Swing Line telephonic Swingline Loan Notice (by telephone or in writing)Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless (A) the Swing Line Swingline Lender has determined in its sole and absolute discretion not to fund the Swingline Loan that is the subject of such Swingline Loan Notice, or (B) the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. P.M., New York City time time, on the date of the proposed Swing Line Swingline Borrowing (A1) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.5(a), or (B2) that one or more of the applicable conditions specified in Section 4.02 5 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 p.m. P.M., New York City time time, on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the Borrower. Notwithstanding anything to Borrower at its office by crediting the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and account of the Borrower to eliminate on the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share books of the outstanding Swing Line LoansSwingline Lender in immediately available funds.

Borrowing Procedures. (i) Each MC Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephonetelephone or by an MC Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 4:45 p.m. (New York City time time) on the requested borrowing date date, and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) , and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written MC Swing Line Loan Notice, appropriately completed and signed by a Responsible Financial Officer of the Borrower. Promptly after , provided that the lack of such a confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Immediately as commercially practicable following receipt by of an MC Swing Line Loan Notice in accordance with this Section 2.07, the Administrative Agent shall advise each MC Swing Line Lender of any the details thereof and of the amount of such MC Swing Line Lender’s MC Swing Line Loan Notice (to be made as part of the requested MC Swing Line Loan Notice. Each MC Swing Line Loan shall be made on a pro rata basis by telephone or all of the MC Swing Line Lenders in writing)accordance with their respective Applicable MC Swing Line Percentages; provided that the MC Swing Line Fronting Commitment of the MC Swing Line Lenders, the are several and no MC Swing Line Lender will confirm with shall be responsible for any other MC Swing Line Lender’s failure to make MC Swing Line Loans as required; provided further that any MC Swing Line Lender may, in its sole discretion, fund more than its pro rata share subject to Section 2.07(a) if requested by the Administrative Agent Borrower or if any other MC Swing Line Lender fails to make MC Swing Line Loans as required as set forth above. (by telephone or iii) Subject to the terms and conditions hereof, each MC Swing Line Lender will, not later than 5:30 p.m. (New York City time) on the borrowing date specified in writing) that the Administrative Agent has also received such MC Swing Line Loan Notice andNotice, if notmake the amount of its Applicable MC Swing Line Percentage of such MC Swing Line Loan available to the Administrative Agent’s Office in Same Day Funds; provided that, the such MC Swing Line Lender will notify shall not be required to make such amount available in the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the event such MC Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender), which (if applicable) the Administrative Agent shall provide prior to 2:00 5:15 p.m. (New York City time time) on the date of the proposed MC Swing Line Borrowing Borrowing, (A) directing the such MC Swing Line Lender not to make such MC Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.07(a), or (B) that one or more of the applicable conditions specified in Section 4.02 Article IV is not then satisfiedsatisfied or waived in accordance with the terms hereof (any such event described in clause (A) or (B) above, then, subject an “MC Swing Line Prohibition”). (iv) The Administrative Agent will make amounts it receives from MC Swing Line Lenders pursuant to the terms and conditions hereof, of this Section 2.07 (other than in the case of an MC Swing Line Lender willProhibition) available to the Borrower by 5:30 p.m., not later than 3:00 p.m. New York City time on by crediting the borrowing date specified amounts so received, in such like funds, to an account of the Borrower designated by the Borrower in the applicable MC Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephonetelephone or Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 2:00 p.m. New York City time on the requested borrowing date and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 100,000 (and any amount in excess of $500,000 100,000 shall be in integral multiples of $100,00050,000) and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 2:00 p.m. (New York City time time) on the requested borrowing date and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) , and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the relevant Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the relevant Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 1:00 p.m. (New York City time time) on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 5:00 p.m. (New York City time time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the BorrowerBorrower by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv2.15(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans.

Borrowing Procedures. Each Swing Line Swingline Borrowing shall be made upon the applicable Borrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) by a Swingline Borrowing Request; provided that any telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a Swingline Borrowing Request. Each such notice Swingline Borrowing Request must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. (New York City time (daylight or standard, as applicable)) on the proposed date of Swingline Borrowing, or in the case of a Swingline Loan to ▇▇▇▇▇▇ Germany or ▇▇▇▇▇▇ Switzerland, (x) not later than 11:00 a.m. (London time) on the proposed date of any Swingline Borrowing requested borrowing in Euros or Sterling and (y) not later than 3:00 p.m. (London time) one Business Day prior to the proposed date of any Swingline Borrowing requested in Swiss Francs or Dollars, and in each case shall specify (i) the principal name of the applicable Borrower, (ii) the currency and amount to be borrowed, which principal amount shall be the a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples the Dollar Equivalent of $100,000) , and (iiiii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Swingline Lender of any Swing Line Swingline Loan Notice (by telephone or in writing)Borrowing Request, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice Swingline Borrowing Request and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to (x) in the case of a Swingline Borrowing request by BGI, 2:00 p.m. (New York City time (daylight or standard, as applicable)) or (y) in the case of a Swingline Borrowing Request by ▇▇▇▇▇▇ Germany or ▇▇▇▇▇▇ Switzerland, 12:00 p.m. (London time), in each case, on the date of the proposed Swing Line Swingline Borrowing (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than (x) in the case of a Swingline Borrowing request by BGI, 3:00 p.m. (New York City time (daylight or standard, as applicable)) or (y) in the case of a Swingline Borrowing Request by ▇▇▇▇▇▇ Germany or ▇▇▇▇▇▇ Switzerland, 1:00 p.m. (London time), in each case, on the borrowing date specified in such Swing Line Swingline Loan NoticeBorrowing Request, make the amount of its Swing Line Swingline Loan available to the applicable Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans.

Borrowing Procedures. Each Used Vehicle Floorplan Swing Line Borrowing and each conversion of Used Vehicle Floorplan Swing Line Loans from one Type to the other shall be made pursuant to (i) a Payment Commitment, (ii) an Auction Agreement or (iii) a Payoff Letter Commitment, (iv) upon the BorrowerCompany’s irrevocable notice to the Used Vehicle Swing Line Lender by delivery of a written Used Vehicle Floorplan Swing Line Loan Notice, or (v) in the case of a dealer trade, pursuant to the Floorplan On-line System in accordance with practices agreed to from time to time between the Used Vehicle Swing Line Lender and the Administrative Agent, which may be given by telephoneapplicable Used Vehicle Borrower. Each such notice from the Company must be received by the Used Vehicle Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the Business Day of the requested borrowing date or date of conversion of Eurodollar Rate Loans to Base Rate Loans or of any conversion of Base Rate Loans to Eurodollar Rate Loans, and in each case shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to , (iii) the Swing Line Lender and the Administrative Agent Type of a written Used Vehicle Floorplan Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the to be borrowed or to which existing Used Vehicle Floorplan Swing Line Lender of any Swing Line Loan Notice Loans are to be converted, (by telephone or in writing), iv) the Swing Line Lender will confirm with applicable Used Vehicle Borrower and (v) the Administrative Agent (by telephone or in writingapplicable Used Vehicle(s) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request make, model and vehicle identification number of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(aUsed Vehicle(s), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the ). The Used Vehicle Swing Line Lender will, not later than 3:00 6:00 p.m. New York City time on the borrowing date specified in such Used Vehicle Floorplan Swing Line Loan Notice, make the amount of its Used Vehicle Floorplan Swing Line Loan available directly to the Borrower. Notwithstanding anything manufacturer, distributor or auction house pursuant to a Payment Commitment or Auction Agreement, as applicable, to the contrary contained in this Section 2.04 financial institution pursuant to a Payoff Letter Commitment or elsewhere in this Agreement, to the Swing Line Lender shall not be obligated to make any Swing Line Loan applicable Used Vehicle Borrower at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Used Vehicle Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to office by crediting the Defaulting Lender’s or Defaulting Lenders’ participation in account of such Borrower on the books of the Used Vehicle Swing Line Lender. If the Company fails to provide a timely Used Vehicle Floorplan Swing Line Loan Notice requesting a conversion of Eurodollar Rate Loans to Base Rate Loans, including by Cash Collateralizingsuch Loans shall, or obtaining subject to Article III, continue as Eurodollar Rate Loans. If the Company fails to specify a backstop letter Type of credit from an issuer reasonably satisfactory to the Used Vehicle Floorplan Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Loan in a Used Vehicle Floorplan Swing Line LoansLoan Notice or if a Payment Commitment, Auction Agreement or Payoff Letter Commitment fails to specify a Type of Used Vehicle Floorplan Swing Line Loan, then the applicable Used Vehicle Floorplan Swing Line Loan shall, subject to Article III, be made as a Eurodollar Rate Loan.

Borrowing Procedures. Each Unless Borrower and Administrative Agent have entered into a Sweep Agreement with respect to Swing Line Loans, each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the requested borrowing date date, and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan NoticeRequest, appropriately completed and signed by a Responsible Officer of Borrower. Any telephonic request for a Swing Line Loan by Borrower shall be promptly confirmed by submission of a properly completed Swing Line Loan Request, signed by a Responsible Officer of Borrower, to Swing Line Lender and Administrative Agent, but failure to deliver a Swing Line Loan Request shall not be a defense to payment of any Swing Line Borrowing. Neither Swing Line Lender nor Administrative Agent shall have any liability to Borrower for any loss or damage suffered by Borrower as a result of Swing Line Lender’s or Administrative Agent’s honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically, by facsimile or electronically and purporting to have been sent to Swing Line Lender or Administrative Agent by Borrower and neither Swing Line Lender nor Administrative Agent shall have any duty to verify the Borrowerorigin of any such communication or the identity or authority of the Person sending it. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Request, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice Request and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.2(a), or (B) that one or more of the applicable conditions specified in Section 4.02 Article 5 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan NoticeRequest, make the amount of its Swing Line Loan available to Borrower at its office by crediting the Borrower. Notwithstanding anything to account of Borrower on the contrary contained in this Section 2.04 or elsewhere in this Agreement, the books of Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loansimmediately available funds.

Borrowing Procedures. Each Swing Line Borrowing of Swingline Loans shall be made upon the Borrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 2:00 p.m. (New York City time time) on the requested borrowing date and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) , and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Swingline Lender and the Administrative Agent of a written Swing Line Loan NoticeNotice of Swingline Borrowing, appropriately completed and signed by a Responsible an Authorized Officer of the Borrower. Promptly after receipt by the Swing Line Swingline Lender of any Swing Line Loan Notice of Swingline Borrowing (by telephone or in writing), the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice of Swingline Borrowing and, if not, the Swing Line such Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless (x) the Swing Line relevant Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. (New York City time time) on the date of the proposed Swing Line Borrowing of Swingline Loans (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a1.03(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is 6 are not then satisfiedsatisfied or (y) such Swingline Lender has determined in its sole discretion not to make such Swingline Loan, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 p.m. (New York City time time) on the borrowing date specified in such Swing Line Loan NoticeNotice of Swingline Borrowing, make the amount of its Swing Line Swingline Loan available to the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative AgentLender, which may be given by telephoneelectronic mail. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. (New York City time time) on the requested borrowing date and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount 50,000 or an integral multiple of $25,000 in excess of $500,000 shall be in integral multiples of $100,000) thereof and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic electronic mail notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone electronic mail or otherwise in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. (New York City time time) on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. (New York City time time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans.

Borrowing Procedures. Each Swing Line Borrowing (a) Whenever HVF wishes the Conduit Investors, or if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group, to make an Advance, HVF shall be made upon (or shall cause the Borrower’s irrevocable notice to the Swing Line Lender and Administrator to) notify the Administrative Agent, which may be given by telephone. Each such each Funding Agent and the Trustee upon irrevocable written notice must be received by the Swing Line Lender and delivered to the Administrative Agent not and each Funding Agent (with a copy of such notice delivered to the Committed Note Purchasers) no later than 1:00 p.m. 12:00 noon New York City time on the requested borrowing Business Day prior to the proposed Borrowing (which Borrowing date and shall specify (i) shall, except in the principal amount to case of the Initial Advance, be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) and (ii) the requested borrowing date, which shall be a Business Dayan Increase Date). Each such telephonic notice must shall be confirmed promptly by delivery irrevocable and shall in each case refer to this Agreement and specify the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer aggregate amount of the Borrowerrequested Borrowing to be made on such date. Promptly after receipt by HVF shall (or shall cause the Swing Line Lender Administrator to) ratably allocate the proposed Borrowing among the Investor Groups’ respective Investor Group Principal Amounts. Each Funding Agent shall promptly advise its related Conduit Investor, if any, of any Swing Line Loan Notice notice given pursuant to this Section and shall promptly thereafter (by telephone or but in writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. no event later than 11:00 a.m. New York City time on the proposed date of Borrowing) notify HVF and the proposed Swing Line Borrowing (Arelated Committed Note Purchaser(s) directing the Swing Line Lender not whether such Conduit Investor has determined to make such Swing Line Loan Advance. On the date of each Borrowing and subject to the other conditions set forth herein and in the Series 2005-3 Supplement, each Conduit Investor or its related Committed Note Purchaser(s), as the case may be, shall make available to HVF the amount of such Advance by wire transfer in U.S. dollars of such amount in same day funds to the Series 2005-3 Collection Account no later than 3:00 p.m. (New York time) on the date of such Borrowing. (b) If, by 2:00 p.m. (New York time) on the date of any Borrowing, one or more Committed Note Purchasers in an Investor Group (each, a “Defaulting Committed Note Purchaser,” and each Committed Note Purchaser in the related Investor Group other than any Defaulting Committed Note Purchaser being referred to as a “Non-Defaulting Committed Note Purchaser”) fails to make its ratable portion of any Borrowing available to HVF pursuant to Section 2.03(a) (the aggregate amount unavailable to HVF as a result of such failure being herein called in either case the limitations set forth “Borrowing Deficit”), then the Funding Agent for such Investor Group shall, by no later than 2:30 p.m. (New York City time) on the applicable date of such Borrowing instruct each Non-Defaulting Committed Note Purchaser in the first proviso same Investor Group as the Defaulting Committed Note Purchaser to the first sentence of Section 2.04(a)pay, or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not by no later than 3:00 p.m. (New York City time on time), in immediately available funds, to the borrowing date specified in Series 2005-3 Collection Account, an amount equal to the lesser of (i) such Swing Line Loan Notice, make Non-Defaulting Committed Note Purchaser’s proportionate share (based upon the relative Committed Note Purchaser Percentage of such Non-Defaulting Committed Note Purchasers) of the Borrowing Deficit and (ii) such Non-Defaulting Committed Note Purchaser’s Committed Note Purchaser Percentage of the amount of its Swing Line Loan available to by which the Borrower. Notwithstanding anything to Maximum Investor Group Investor Amount for such Investor Group exceeds the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure Investor Group Principal Amount for such Investor Group (determined after giving effect to Section 2.17(a)(ivany Advances already made by such Investor Group on such date)) with respect . A Defaulting Committed Note Purchaser shall forthwith, upon demand, pay to the applicable Funding Agent for the ratable benefit of the Non-Defaulting Lender’s or Committed Note Purchasers all amounts paid by each such Non-Defaulting Lenders’ participation Committed Note Purchaser on behalf of such Defaulting Committed Note Purchaser, together with interest thereon, for each day from the date a payment was made by a Non-Defaulting Committed Note Purchaser until the date such Non-Defaulting Committed Note Purchaser has been paid such amounts in such Swing Line Loansfull, including by Cash Collateralizing, or obtaining at a backstop letter of credit from an issuer reasonably satisfactory rate per annum equal to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share sum of the outstanding Swing Line LoansBase Rate plus 1% per annum.

Borrowing Procedures. Each Swing Line Swingline Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative AgentAgent by delivery to the Swingline Lender and the Administrative Agent of a written Loan Notice, which may be given appropriately completed and signed by telephonea Responsible Officer of the Borrower. Each such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 2:00 p.m. (New York City time time) on the requested borrowing date date, and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) , and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Swingline Lender of any Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 3:00 p.m. (New York City time time) on the date of the proposed Swing Line Swingline Borrowing (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a)this Article II, or (B) that one or more of the applicable conditions specified in Section 4.02 5.01 (if on the Closing Date) or Section 5.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 4:00 p.m. (New York City time time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Swingline Loan available to the BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available funds. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line The Swingline Lender shall not be obligated required to make any Swing Line Swingline Loan at a any time when a Revolving Credit Lender is a Defaulting Lender unless (except if all of the Swing Line Swingline Exposure of such Defaulting Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect is reallocated pursuant to Section 2.17(a)(iv2.14)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans.

Borrowing Procedures. Each Swing Line Swingline Borrowing shall be made upon the applicable Borrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 3:00 p.m. New York City time on the requested borrowing date date, and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) 1,000,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Swingline Lender and the Administrative Agent of a written Swing Line Swingline Loan Notice, appropriately completed and signed by a Responsible Officer which shall specify (i) the requested date of the BorrowerSwingline Borrowing, (ii) the principal amount of Swingline Loan and (iii) the duration with respect thereto. Promptly after receipt by the Swing Line Swingline Lender of any Swing Line telephonic Swingline Loan Notice (by telephone or in writing)Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 4:00 p.m. New York City time on the date of the proposed Swing Line Swingline Borrowing (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.03(a), or (B) that one or more of the applicable conditions specified in Section 4.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 4:00 p.m. New York City time on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the Borrower. Notwithstanding anything applicable Borrower at its office by wire transfer to the contrary contained in this Section 2.04 or elsewhere in this Agreement, account specified by the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loansapplicable Borrower.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the relevant Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephonetelephone or other means agreed upon by the relevant Borrower, the Administrative Agent and the Swing Line Lender. Each such notice must be received by the such Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the requested borrowing date date, and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of (A) in the case of Swing Line Loans denominated in Dollars, $500,000 100,000, (and B) in the case of Swing Line Loans denominated in Euro, €100,000, or (C) in the case of Swing Line Loans designated in any amount in excess other Alternative Currency, the applicable Alternative Currency Equivalent of $500,000 shall be in integral multiples of $100,000) 1,000,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the relevant Borrower. Promptly after receipt by the such Swing Line Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the such Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any U.S. Revolving Credit Lender) (prior to (x) 2:00 p.m. New York City time p.m., in the case of any Swing Line Loan denominated in Dollars and (y) the Applicable Time specified by the Swing Line Lender, in the case of any Swing Line Loan denominated in an Alternative Currency, in each case, on the Business Day specified in the applicable Swing Line Loan Notice) on the date of the proposed Swing Line Borrowing (A) directing the such Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the applicable Swing Line Lender will, not later than 3:00 p.m. New York City time p.m., in the case of any Swing Line Loan denominated in Dollars and (y) the Applicable Time specified by the Swing Line Lender, in the case of any Swing Line Loan denominated in an Alternative Currency, in each case, on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to relevant Borrower by wire transfer or by crediting the contrary contained in this Section 2.04 or elsewhere in this Agreement, account of such Borrower on the books of such Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line LoansSame Day Funds.

Borrowing Procedures. (a) Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable on notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and Borrower to the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (New York City time on the requested borrowing date and shall specify time) (i) one Business Day, in the principal amount to be borrowed, which principal amount shall be case of a minimum Borrowing of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) Base Rate Loans and (ii) three Business Days, in the requested borrowing datecase of a Borrowing of Eurodollar Rate Loans, which shall be a Business Dayprior to the date of the proposed Borrowing. Each such telephonic notice must shall be confirmed promptly by delivery to in substantially the Swing Line Lender form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying, (A) the date of such proposed Borrowing (which (I) in the case of any Term A Loan Borrowing or Term B Loan Borrowing, shall be the Restatement Date and (II) in the Administrative Agent case of any Term Loan Borrowing that is made as part of a written Swing Line Loan NoticeFacility Increase, appropriately completed and signed by a Responsible Officer shall be the Facility Increase Date for such Facility Increase), (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the Borrowerproposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans, (D) for each Eurodollar Rate Loan, the initial Interest Period or Interest Periods thereof and (E) remittance instructions. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (by telephone or in writingSpecial Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Each Borrowing (other than a Swing Line Loan) shall be in an aggregate amount of not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (b) The Administrative Agent shall give to each Lender will confirm with prompt notice of the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Agent’s receipt of a Notice of Borrowing and, if notEurodollar Rate Loans are properly requested in such Notice of Borrowing, the Swing Line applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender will notify the Administrative Agent shall, before 1:00 p.m. (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time time) on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan NoticeBorrowing, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything Administrative Agent at its address referred to the contrary contained in this Section 2.04 or elsewhere 11.8 (Notices, Etc.), in this Agreementimmediately available funds, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line such Lender’s Fronting Exposure Ratable Portion of such proposed Borrowing. Upon fulfillment (after giving effect to or due waiver in accordance with Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans.11.1 (

Borrowing Procedures. Each Swing Line Borrowing The Domestic Borrower shall be made upon select the Borrower’s Type of Advance and, in the case of each Fixed Rate Advance, the Interest Period applicable thereto, from time to time. The Domestic Borrower shall give the Agent irrevocable notice (a “Borrowing Notice”) (or in the case of each UK Fixed Rate Advance, to the Swing Line UK Correspondent Lender and with a copy to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent ) not later than 1:00 p.m. New York City time 10:00 a.m. (Chicago time) on the requested borrowing date Borrowing Date of each Floating Rate Advance, and shall specify not later than 10:00 a.m. (iChicago time) (London time with respect to each UK Fixed Rate Advance) 3 Business Days before the Borrowing Date for each Fixed Rate Advance, specifying (in the form of Exhibit A): (1) the principal amount to be borrowedBorrower, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) and (ii2) the requested borrowing dateBorrowing Date, which shall be a Business Day, of such Advance, (3) the aggregate amount of such Advance, (4) the Type of Advance selected; provided that, if the Domestic Borrower fails to specify the Type of Advance requested, such request (except in the case of a UK Fixed Rate Advance) shall be deemed a request for a Floating Rate Advance, and (5) the duration of the Interest Period if the Type of Advance requested is a Fixed Rate Advance, provided that, if the Domestic Borrower fails to select the duration of the Interest Period for the requested Fixed Rate Advance, the Domestic Borrower shall be deemed to have requested that such Fixed Rate Advance be made with an Interest Period of one month. Each such telephonic notice must be confirmed promptly by delivery Notwithstanding anything in this Agreement to the Swing Line Lender contrary, the UK Lenders shall not make Loans to the UK Borrower based on the Floating Rate other than with respect to UK Overdraft Advances. Notwithstanding the foregoing or anything else in this Agreement to the contrary, (i) the Canadian Borrowers shall not request Canadian Revolving Loans until such time as no Domestic Availability exists, (ii) the UK Borrowers shall not request UK Fixed Rate Loans until such time as no Domestic Availability or Canadian Availability exists, (iii) the UK Borrowers may request UK Facility LCs and UK Overdraft Advances at any time and the Administrative Agent Canadian Borrower may request Canadian LCs at any time, and (iv) to the extent that the Canadian Lenders and UK Lenders are unable to make or issue Canadian Revolving Loans, Canadian Facility LCs, UK Fixed Rate Loans, or UK Facility LCs because the making of a written Swing Line such Loan Noticeor issuance of such Facility LC would cause such Lender’s Aggregate Credit Exposure to exceed its Commitment, appropriately completed and signed by a Responsible Officer of as the Borrower. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing)case may be, the Swing Line Lender will confirm with Agent shall have the Administrative Agent (by telephone or in writing) that right, but not the Administrative Agent has also received such Swing Line Loan Notice andobligation, if notto reallocate the Domestic Revolving Loans among the Domestic Lenders and the Canadian Loans among the Canadian Lenders, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing as necessary, so long as (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a)no Lender’s Domestic Exposure shall exceed its Domestic Commitment, or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender Aggregate Domestic Exposure shall not be obligated to make any Swing Line Loan at a time when a exceed the Domestic Maximum Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Amount, (C) no Lender’s Fronting Canadian Exposure shall exceed its Canadian Commitment, (after giving effect to Section 2.17(a)(iv)D) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line LoansAggregate Canadian Exposure shall not exceed the Canadian Maximum Revolving Amount, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to and (E) the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of Aggregate Credit Exposure shall not exceed the outstanding Swing Line LoansAggregate Commitment.

Borrowing Procedures. (i) Each Borrowing of Danish Swing Line Borrowing Loans and each continuation of Danish Swing Line Loans shall be made upon the applicable Danish Borrower’s irrevocable notice to the Danish Swing Line Lender and the Administrative Agent, which may be given by telephoneLender. Each such notice must be in writing and received by the Danish Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time 11:00 a.m. (London time) on the requested borrowing date and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum Business Day of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) and (ii) the requested borrowing date, which shall be a Business Daydate of any Borrowing or continuation of Danish Swing Line Loans. Each such telephonic notice by a Danish Borrower pursuant to this Section 2.06(b) that is delivered by facsimile must be confirmed promptly by delivery to the Danish Swing Line Lender and the Administrative Agent of a written Danish Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the such Danish Borrower. Promptly after receipt by Each Borrowing of or continuation of Danish Swing Line Loans shall be in a principal amount of (x) in the case of Borrowings or continuations of Danish Swing Line Loans denominated in Euro €200,000 or a whole multiple of €50,000 in excess thereof (or such lesser amounts as the Danish Swing Line Lender may agree), and (y) in the case of any Borrowings or continuations of Danish Swing Line Loan Notice Loans denominated in Sterling £200,000 or a whole multiple of £50,000 in excess thereof (by telephone or in writing), such lesser amounts as the Danish Swing Line Lender will confirm with the Administrative Agent may agree). Each such notice shall specify (by telephone or in writingA) that the Administrative Agent has also received whether such Danish Borrower is requesting a Borrowing of Danish Swing Line Loan Notice and, if not, the Loans or a continuation of Danish Swing Line Lender will notify Loans, (B) the Administrative Agent (by telephone or in writing) requested date of the contents thereof. Borrowing or continuation, as the case may be (which shall be a Business Day), and (C) the principal amount of Danish Swing Line Loans to be borrowed or continued. (ii) Unless the Danish Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 3:00 p.m. New York City time (London time) on the date of the proposed Borrowing of Danish Swing Line Borrowing Loans (A) directing the Danish Swing Line Lender not to make such Danish Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.06(a), or (B) that one or more of the applicable conditions specified in Section 4.02 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Danish Swing Line Lender will, not later than 3:00 4:00 p.m. New York City time (London time) on the borrowing date specified in such Danish Swing Line Loan Notice, make the amount of its Danish Swing Line Loan available to the Borrower. Notwithstanding anything applicable Danish Borrower either by (i) crediting the account of such Danish Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Danish Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in by such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line LoansDanish Borrower.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. (New York City time time) on the requested borrowing date and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. (New York City time time) on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. (New York City time time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans.

Borrowing Procedures. Each At any time a Revolving Autoborrow Agreement under the revolving credit facility provided herein is not in effect, each Revolving Swing Line Borrowing and each conversion of Revolving Swing Line Loans from one type to the other shall be made upon the BorrowerCompany’s irrevocable notice to the Revolving Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) by a Revolving Swing Line Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Revolving Swing Line Lender and the Administrative Agent of a Revolving Swing Line Loan Notice. Each such notice Revolving Swing Line Loan Notice must be received by the Revolving Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the requested borrowing date or date of conversion of Eurodollar Rate Loans to Base Rate Loans or of any conversion of Base Rate Loans to Eurodollar Rate Loans, and in each case shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to Day and (iii) the Swing Line Lender and the Administrative Agent Type of a written Revolving Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrowerto be borrowed or to which existing Revolving Swing Line Loans are to be converted. Promptly after receipt by the Revolving Swing Line Lender of any Revolving Swing Line Loan Notice (by telephone or in writing)Notice, the Revolving Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Revolving Swing Line Loan Notice and, if not, the Revolving Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Revolving Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date of the proposed Revolving Swing Line Borrowing (A) directing the Revolving Swing Line Lender not to make such Revolving Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Revolving Swing Line Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified in such Revolving Swing Line Loan Notice, make the amount of its Revolving Swing Line Loan available to the Borrower. Notwithstanding anything to Company at its office by crediting the contrary contained in this Section 2.04 or elsewhere in this Agreement, account of the Company on the books of the Revolving Swing Line Lender shall not be obligated in immediately available funds. If the Company fails to make any provide a timely Revolving Swing Line Loan at Notice requesting a time when conversion of Eurodollar Rate Loans to Base Rate Loans, such Loans shall, subject to Article III, continue as Eurodollar Rate Loans. If the Company fails to specify a Type of Revolving Swing Line Loan in a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and Loan Notice, then the Borrower to eliminate the applicable Revolving Swing Line Lender’s Fronting Exposure (after giving effect Loan shall, subject to Section 2.17(a)(iv)) with respect Article III, be made as a Eurodollar Rate Loan. In order to facilitate the Defaulting Lender’s or Defaulting Lenders’ participation in such borrowing of Revolving Swing Line Loans, including by Cash Collateralizingthe Revolving Swing Line Lender may, or obtaining a backstop letter of credit from in its sole discretion, agree with the Company to, (and the Revolving Swing Line Lender and the Company are hereby authorized to) enter into an issuer reasonably autoborrow agreement in form and substance satisfactory to the Administrative Agent and the Revolving Swing Line Lender (the “Revolving Autoborrow Agreement”) providing for the automatic advance by the Revolving Swing Line Lender of Revolving Swing Line Loans under the conditions set forth in such agreement, which shall be in addition to supportthe conditions set forth herein (each such advance, an “Revolving Autoborrow Advance”). At any time such Defaulting Lender’s a Revolving Autoborrow Agreement is in effect, the requirements for Revolving Swing Line Borrowings set forth in the immediately preceding paragraph shall not apply, and all Revolving Swing Line Borrowings shall be made in accordance with the Revolving Autoborrow Agreement, until the right to such Revolving Swing Line Borrowings is suspended or Defaulting Lenders’ Pro Rata Share terminated hereunder or in accordance with the terms of the outstanding Revolving Autoborrow Agreement. For purposes of determining the Outstanding Amount at any time during which a Revolving Autoborrow Agreement is in effect, the Outstanding Amount of all Revolving Swing Line LoansLoans shall be deemed to be the amount of the Revolving Swing Line Sublimit. For purposes of any Revolving Swing Line Borrowing pursuant to a Revolving Autoborrow Agreement, all references to Bank of America shall be deemed to be a reference to Bank of America, in its capacity as Revolving Swing Line Lender hereunder.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Lead Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephonetelephone or Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. (New York City time time) on the requested borrowing date and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Lead Borrower. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. (New York City time time) on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 4:00 p.m. (New York City time time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the BorrowerLead Borrower at its office by crediting the account of the Lead Borrower on the books of the Swing Line Lender in immediately available funds. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Lead Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 1:30 p.m. New York City time on the requested borrowing date and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 250,000 (and any amount in excess of $500,000 250,000 shall be in an integral multiples multiple of $100,000) and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the relevant Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfiedsatisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 5:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (solely after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephonetelephone or Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the requested borrowing date and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) and (iii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section ‎Section 2.04(a), or (BA) that one or more of the applicable conditions specified in Section ‎Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds. Notwithstanding anything to the contrary contained in this Section ‎Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section ‎Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans.

Borrowing Procedures. Each Swing Line Swingline Borrowing shall be made upon the Parent Borrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative AgentAgent by delivery to the Swingline Lender and the Administrative Agent of a written Loan Notice, which may be given appropriately completed and signed by telephonea Responsible Officer of the Parent Borrower. Each such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 2:00 p.m. (New York City time time) on the requested borrowing date date, and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) , and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Swingline Lender of any Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 3:00 p.m. (New York City time time) on the date of the proposed Swing Line Swingline Borrowing (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a)this Article II, or (B) that one or more of the applicable conditions specified in Section 4.02 5.01 (if on the Amendment No. 7 Effective Date) and Section 5.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 4:00 p.m. (New York City time time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Swingline Loan available to the BorrowerParent Borrower at its office by crediting the account of the Parent Borrower on the books of the Swingline Lender in immediately available funds. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line The Swingline Lender shall not be obligated required to make any Swing Line Swingline Loan at a any time when a Dollar Revolving Credit Lender is a Defaulting Lender unless (except if all of the Swing Line Swingline Exposure of such Defaulting Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect is reallocated pursuant to Section 2.17(a)(iv2.16)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans.

Borrowing Procedures. Each Borrowing of Swing Line Borrowing Loans shall be made upon the Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the requested borrowing date date, and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum principal amount of $500,000 (1,000,000 and any amount in excess of $500,000 shall be in integral multiples of $100,000100,000 in excess thereof, (ii) whether such Swing Line Loan is a Daily Floating Eurodollar Rate Swing Line Loan or a Base Rate Loan (if the Borrower shall fail to so specify, such Swing Line Loan shall be a Daily Floating Eurodollar Rate Swing Line Loan) and (iiiii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the a Swing Line Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the such Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date of the proposed Borrowing of Swing Line Borrowing Loans (A) directing the such Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 5.02 is not then satisfied, then, subject to the terms and conditions hereof, the such Swing Line Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans.

Borrowing Procedures. Each Swing Line Swingline Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by telephonetelephone or electronic communication. Each such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. New York City 2:00 p.m., Houston, Texas time on the requested borrowing date date, and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and 100,000 or any amount whole multiple of $100,000 in excess thereof (except in the case of $500,000 shall be in integral multiples of $100,000) Swingline Loans made pursuant to Section 2.09(g)), and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Swingline Lender and the Administrative Agent of a written Swing Line Swingline Loan Notice, appropriately completed Notice in substantially the form of Exhibit B-2 and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Swingline Lender of any Swing Line telephonic Swingline Loan Notice (by telephone or in writing)the respective electronic communication, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City 3:00 p.m., Houston, Texas time on the date of the proposed Swing Line Swingline Borrowing (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.09(a), or (B) that one or more of the applicable conditions specified in Section 4.02 6.02 is not then satisfied, thenor (C) that any Lender is at such time a Defaulting Lender hereunder (unless the Swingline Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Swingline Lender’s risk with respect to such Lender), then subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 p.m. New York City 5:00 p.m., Houston, Texas time on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the Borrower. Notwithstanding anything to Borrower by crediting the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and account of the Borrower to eliminate on the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share books of the outstanding Swing Line LoansSwingline Lender in immediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which notice may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 2:00 p.m. (New York City time time) on the requested borrowing date date, and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount 100,000 or a whole multiple of $100,000 in excess of $500,000 shall be in integral multiples of $100,000) thereof and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic The Borrower shall deliver to the Swing Line Lender and the Administrative Agent a written Swing Line Loan Notice, and each telephone notice must shall be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, in each case, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. (New York City time time) on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), ) or (B) that one or more of the applicable conditions specified in Section 4.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 3:30 p.m. (New York City time time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans.

Borrowing Procedures. (i) Each USD Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephonetelephone or by a USD Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 4:45 p.m. (New York City time time) on the requested borrowing date date, and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) , and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written USD Swing Line Loan Notice, appropriately completed and signed by a Responsible Financial Officer of the Borrower. Promptly after , provided that the lack of such a confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Immediately as commercially practicable following receipt by of a USD Swing Line Loan Notice in accordance with this Section 2.08, the Administrative Agent shall advise each USD Swing Line Lender of any the details thereof and of the amount of such USD Swing Line Lender’s USD Swing Line Loan Notice (to be made as part of the requested USD Swing Line Loan Notice. Each USD Swing Line Loan shall be made on a pro rata basis by telephone or all of the USD Swing Line Lenders in writing)accordance with their respective Applicable USD Swing Line Percentages; provided that the USD Swing Line Fronting Commitment of the USD Swing Line Lenders, the are several and no USD Swing Line Lender will confirm with shall be responsible for any other USD Swing Line Lender’s failure to make USD Swing Line Loans as required; provided further that any USD Swing Line Lender may, in its sole discretion, fund more than its pro rata share subject to Section 2.08(a) if requested by the Administrative Agent Borrower or if any other USD Swing Line Lender fails to make USD Swing Line Loans as required as set forth above. (by telephone or iii) Subject to the terms and conditions hereof, each USD Swing Line Lender will, not later than 5:30 p.m. (New York City time) on the borrowing date specified in writing) that the Administrative Agent has also received such USD Swing Line Loan Notice andNotice, if notmake the amount of its Applicable USD Swing Line Percentage of such USD Swing Line Loan available to the Administrative Agent’s Office in Same Day Funds; provided that, the such USD Swing Line Lender will notify shall not be required to make such amount available in the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the event such USD Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender), which (if applicable) the Administrative Agent shall provide prior to 2:00 5:15 p.m. (New York City time time) on the date of the proposed USD Swing Line Borrowing Borrowing, (A) directing the such USD Swing Line Lender not to make such USD Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.08(a), or (B) that one or more of the applicable conditions specified in Section 4.02 Article IV is not then satisfiedsatisfied or waived in accordance with the terms hereof (any such event described in clause (A) or (B) above, then, subject a “USD Swing Line Prohibition”). (iv) The Administrative Agent will make amounts it receives from USD Swing Line Lenders pursuant to the terms and conditions hereof, of this Section 2.08 (other than in the case of a USD Swing Line Lender willProhibition) available to the Borrower by 5:30 p.m., not later than 3:00 p.m. New York City time on by crediting the borrowing date specified amounts so received, in such like funds, to an account of the Borrower designated by the Borrower in the applicable USD Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable written notice to the Swing Line Lender Lenders and the Administrative Agent, which may be given by telephone. Each such notice must be appropriately completed and signed by a Responsible Officer of the Borrower and received by the Swing Line Lender Lenders and the Administrative Agent not later than 1:00 p.m. p.m., New York City time time, on the requested borrowing date and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in an integral multiples multiple of $100,000) and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the any Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing)Notice, the such Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice andand such Swing Line Lender’s ratable portion of the amount of the Swing Line Loan to be made (and if the Administrative Agent has not received such Swing Line Loan Notice, if not, the such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof). Unless the a Swing Line Lender has received notice (by telephone (if such Swing Line Lender agrees to accept telephonic notice) or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. p.m., New York City time time, on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender Lenders not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.27(a), or (B) that one or more of the applicable conditions specified in Section 4.02 4.03 is not then satisfied, then, subject to the terms and conditions hereof, the such Swing Line Lender will, not later than 3:00 p.m. 4:00 p.m., New York City time time, on the borrowing date specified in such Swing Line Loan Notice, make its ratable portion of the amount of its the Swing Line Loan available to the BorrowerBorrower (such ratable portion to be calculated based upon such Swing Line Lender’s Revolving Credit Commitment (in its capacity as a Revolving Credit Lender) to the total Revolving Credit Commitments of all of the Swing Line Lenders (in their respective capacities as Revolving Credit Lenders)). Notwithstanding anything to the contrary contained in this Section 2.04 2.27 or elsewhere in this Agreement, the no Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Participating Revolving Credit Lender is a Defaulting Lender unless the such Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the such Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)2.25) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the such Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line LoansLoans or other applicable share provided for under this Agreement. The Borrower shall repay to the Swing Line Lenders each Defaulting Lender’s portion (after giving effect to Section 2.25) of each Swing Line Loan promptly following demand by any Swing Line Lender.

Borrowing Procedures. Each Swing Line (a) Whenever the Co-Issuers wish to make a Borrowing, the Co-Issuers shall (or shall cause the Manager on their behalf to) notify the Administrative Agent (who shall promptly, and in any event by 4:00 p.m. (New York City time) on the same Business Day as its receipt of the same, notify each Funding Agent of its pro rata share thereof (or other required share, as required pursuant to Section 2.02(a)) and notify the Trustee, the Control Party, the Swingline Lender and the L/C Provider in writing of such Borrowing) by written notice in the form of an Advance Request delivered to the Administrative Agent no later than 12:00 p.m. (New York City time) two Business Days (or, in the case of any Eurodollar Advances for purposes of Section 3.01(b), two (2) Eurodollar Business Days) prior to the date of such Borrowing (unless a shorter period is agreed upon by the Administrative Agent and the L/C Provider, the L/C Issuing Bank, the Swingline Lender or the Funding Agents, as applicable), which date of Borrowing shall be a Business Day during the Commitment Term. Each such notice shall be irrevocable and shall in each case refer to this Agreement and specify (i) the Borrowing date, (ii) the aggregate amount of the requested Borrowing to be made upon on such date, (iii) at the Borrower’s irrevocable election of the Co-Issuers, the amount of outstanding Swingline Loans and/or Unreimbursed L/C Drawings (if applicable) to be repaid with the proceeds of such Borrowing on the Borrowing date, which amount shall constitute all outstanding Swingline Loans and Unreimbursed L/C Drawings outstanding on the date of such notice that are not prepaid with other funds of the Co-Issuers available for such purpose, and (iv) sufficient instructions for application of the balance, if any, of the proceeds of such Borrowing on the Borrowing date (which proceeds shall be made available to the Swing Line Lender Co-Issuers). Requests for any Borrowing may not be made in an aggregate principal amount of less than $100,000 or in an aggregate principal amount that is not an integral multiple of $100,000 in excess thereof (or in each case such other amount as agreed to by the Administrative Agent), except as otherwise provided herein with respect to Borrowings for the purpose of repaying then-outstanding Swingline Loans or Unreimbursed L/C Drawings. Subject to the provisos to Section 2.02(a), each Borrowing shall be ratably allocated among the Investor Groups’ respective Maximum Investor Group Principal Amounts. Each Funding Agent shall promptly advise its related Conduit Investor, if any, of any notice given pursuant to this Section 2.03(a) and shall promptly thereafter (but in no event later than 10:00 a.m. (New York City time) on the date of Borrowing) notify the Administrative Agent, which may the Co-Issuers and the related Committed Note Purchaser(s) whether such Conduit Investor has determined to make all or any portion of the Advances in such Borrowing that are to be given made by telephoneits Investor Group. Each such notice must be received On the date of each Borrowing and subject to the other conditions set forth herein and in the Series 2018-1 Supplement (and, if requested by the Swing Line Administrative Agent, confirmation from the Swingline Lender and the L/C Provider, as applicable, as to (x) the amount of outstanding Swingline Loans and Unreimbursed L/C Drawings to be repaid with the proceeds of such Borrowing on the Borrowing date, (y) the Undrawn L/C Face Amount of all Letters of Credit then outstanding and (z) the principal amount of any other Swingline Loans or Unreimbursed L/C Drawings then outstanding), the applicable Investors in each Investor Group shall make available to the Administrative Agent the amount of the Advances in such Borrowing that are to be made by such Investor Group by wire transfer in U.S. Dollars of such amount in same day funds no later than 12:00 p.m. (New York City time) (or such later time as the Administrative Agent may agree to in its sole discretion on the date of any Borrowing) on the date of such Borrowing, and upon receipt thereof the Administrative Agent shall make such proceeds available by 3:00 p.m. (New York City time), first, if applicable, and at the election of the Co-Issuers, to the Swingline Lender and the L/C Provider for application to repayment of the amount of outstanding Swingline Loans and Unreimbursed L/C Drawings as set forth in the applicable Advance Request, ratably in proportion to such respective amounts, and/or, second, to the Co-Issuers, as instructed in the applicable Advance Request. (b) (i) The failure of any Committed Note Purchaser to make the Advance to be made by it as part of any Borrowing shall not relieve any other Committed Note Purchaser (whether or not in the same Investor Group) of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Committed Note Purchaser shall be responsible for the failure of any other Committed Note Purchaser to make the Advance to be made by such other Committed Note Purchaser on the date of any Borrowing and (ii) in the event that one or more Committed Note Purchasers fails to make its Advance by 12:00 p.m. (New York City time) (or such later time as the Administrative Agent may agree to in its sole discretion on the date of any Borrowing) on the date of such Borrowing, the Administrative Agent shall notify each of the other Committed Note Purchasers not later than 1:00 p.m. (New York City time time) on such date, and each of the requested borrowing date other Committed Note Purchasers shall make available to the Administrative Agent a supplemental Advance in a principal amount (such amount, the “reference amount”) equal to the lesser of (a) the aggregate principal Advance that was unfunded multiplied by a fraction, the numerator of which is the Commitment Amount of such Committed Note Purchaser and shall specify the denominator of which is the aggregate Commitment Amounts of all Committed Note Purchasers (less the aggregate Commitment Amount of the Committed Note Purchasers failing to make Advances on such date) and (b) the excess of (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) and such Committed Note Purchaser’s Commitment Amount over (ii) the requested borrowing date, which shall be a Business Day. Each product of such telephonic notice must be confirmed promptly Committed Note Purchaser’s related Investor Group Principal Amount multiplied by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line LenderCommitted Note Purchaser’s Fronting Exposure Committed Note Purchaser Percentage (after giving effect to Section 2.17(a)(ivall prior Advances on such date of Borrowing) (provided that a Committed Note Purchaser may (but shall not be obligated to)) with respect , on terms and conditions to be agreed upon by such Committed Note Purchaser and the Co-Issuers, make available to the Defaulting Lender’s or Defaulting Lenders’ participation Administrative Agent a supplemental Advance in a principal amount in excess of the reference amount; provided, however, that no such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory supplemental Advance shall be permitted to be made to the Swing Line extent that, after giving effect to such Advance, the Series 2018-1 Class A-1 Outstanding Principal Amount would exceed the Series 2018-1 Class A-1 Notes Maximum Principal Amount). Such supplemental Advances shall be made by wire transfer in U.S. Dollars in same day funds no later than 3:00 p.m. (New York City time) one (1) Business Day following the date of such Borrowing, and upon receipt thereof the Administrative Agent shall immediately make such proceeds available, first, if applicable and at the election of the Co-Issuers, to the Swingline Lender and/or the L/C Provider for application to supportrepayment of the amount of outstanding Swingline Loans and Unreimbursed L/C Drawings as set forth in the applicable Advance Request, ratably in proportion to such respective amounts, and, second, to the Co-Issuers, as instructed in the applicable Advance Request. If any Committed Note Purchaser which shall have so failed to fund its Advance shall subsequently pay such amount, the Administrative Agent shall apply such amount pro rata to repay any supplemental Advances made by the other Committed Note Purchasers pursuant to this Section 2.03(b). (c) Unless the Administrative Agent shall have received notice from a Funding Agent prior to the date of any Borrowing that an applicable Investor in the related Investor Group will not make available to the Administrative Agent such Investor’s share of the Advances to be made by such Investor Group as part of such Borrowing, the Administrative Agent may (but shall not be obligated to) assume that such Investor has made such share available to the Administrative Agent on the date of such Borrowing in accordance with Section 2.02(a) and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to the Swingline Lender, the L/C Provider and/or the Co-Issuers, as applicable, on such date a corresponding amount, and shall, if such corresponding amount has not been made available by the Administrative Agent, make available to the Swingline Lender, the L/C Provider and/or the Co-Issuers, as applicable, on such date a corresponding amount once such Investor has made such portion available to the Administrative Agent. If and to the extent that any Investor shall not have so made such amount available to the Administrative Agent, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share Investor and the Co-Issuers jointly and severally agree to repay (without duplication) to the Administrative Agent on the next Weekly Allocation Date such corresponding amount (in the case of the outstanding Swing Line LoansCo-Issuers, in accordance with the Priority of Payments), together with interest thereon, for each day from the date such amount is made available to the Co-Issuers until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Co-Issuers, the interest rate applicable at the time to the Advances comprising such Borrowing and (ii) in the case of such Investor, the Federal Funds Rate and without deduction by such Investor for any withholding taxes. If such Investor shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Investor’s Advance as part of such Borrowing for purposes of this Agreement.

Borrowing Procedures. Each Borrowing of Swing Line Borrowing Loans shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 2:00 p.m. New York City time on the requested borrowing date date, and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum principal amount of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) and 50,000, (ii) the requested borrowing date, which shall be a Business DayDay and (iii) the account of the Borrower to be credited with the proceeds of such Borrowing. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing Loan (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.6(a), or (B) that one or more of the applicable conditions specified in Section 4.02 5.2 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans.

Borrowing Procedures. Each If an AutoBorrow Agreement is in effect, each Swing Line Borrowing shall be made upon as provided in such AutoBorrow Agreement. Otherwise, in order to request a Swing Line Borrowing, the Borrower’s irrevocable Applicable Borrower shall hand deliver, fax or send by electronic communication (e-mail) (or by telephone notice promptly confirmed by a written, fax or electronic communication (e-mail)) to the Applicable Swing Line Lender and the Applicable Administrative Agent, which may be given by telephoneAgent a duly completed Borrowing Request not later than 2:00 p.m. (Standard Time) on the day of the proposed Swing Line Borrowing. Each such notice must Borrowing Request shall be received irrevocable, shall be signed by or on behalf of the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the requested borrowing date Applicable Borrower and shall specify the following information: (i) the principal amount to be borrowed, which principal amount shall be a minimum date of $500,000 such Swing Line Borrowing (and any amount in excess of $500,000 shall be in integral multiples of $100,000) and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to ); and (ii) in the case of a Canadian Swing Line Lender and the Administrative Agent of a written Borrowing, whether such Canadian Swing Line Loan NoticeBorrowing is to be denominated in Canadian dollars or U.S. dollars; and (iii) the amount of such Swing Line Borrowing, appropriately completed and signed by which shall be a Responsible Officer minimum of the BorrowerU.S.$1,000,000, except as otherwise set forth in any AutoBorrow Agreement. Promptly after receipt by the Applicable Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing)Borrowing Request, the Applicable Swing Line Lender will confirm with the Applicable Administrative Agent (by telephone or in writing) that the Applicable Administrative Agent has also received such Swing Line Loan Notice Borrowing Request and, if not, the Applicable Swing Line Lender will notify the Applicable Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Applicable Swing Line Lender has received notice (by telephone or in writing) from the Applicable Administrative Agent (including at the request of any Revolving Credit Applicable Lender) prior to 2:00 p.m. New York City time (Standard Time) on the date of the proposed Swing Line Borrowing (A) directing the Applicable Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of either Section 2.04(a2.23(a)(i) or Section 2.23(a)(ii), or (B) that one or more of the applicable conditions specified in Section 4.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Applicable Swing Line Lender will, not later than 3:00 1:00 p.m. New York City time (Standard Time) on the borrowing date specified in such Swing Line Loan NoticeBorrowing Request, make the amount of its Swing Line Loan available to the BorrowerApplicable Borrower at its office by crediting the account of the Applicable Borrower on the books of the Applicable Swing Line Lender in immediately available funds. Notwithstanding anything to If an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the contrary contained in event that any of the terms of this Section 2.04 or elsewhere in this 2.23 conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. No Applicable Lender shall have any rights or obligations under any AutoBorrow Agreement, but each Applicable Lender shall have the obligation to purchase and fund risk participations in the Swing Line Lender shall not be obligated Loans and to make any refinance Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loansas provided herein.

Borrowing Procedures. (a) Each Swing Line Revolving Credit Borrowing shall be made upon the Borrower’s irrevocable on notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and Borrower to the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (New York City time on the requested borrowing date and shall specify time) (i) 1 Business Day, in the principal amount to be borrowedcase of a Revolving Credit Borrowing of Base Rate Loans, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) and (ii) 3 Business Days, in the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent case of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) Borrowing of Eurodollar Rate Loans, prior to 2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing Revolving Credit Borrowing. Each such notice shall be in substantially the form of Exhibit C-1 (Form of Notice of Revolving Credit Borrowing) (a “Notice of Revolving Credit Borrowing”), specifying (A) directing the Swing Line Lender not to make date of such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a)proposed Revolving Credit Borrowing, or (B) that one or more the aggregate amount of such proposed Revolving Credit Borrowing, (C) whether any portion of the applicable conditions specified proposed Revolving Credit Borrowing will be of Base Rate Loans or Eurodollar Rate Loans, (D) the initial Interest Period or Periods for any such Eurodollar Rate Loans and (E) in Section 4.02 is not then satisfiedthe case of a proposed Revolving Credit Borrowing, thenthe Available Credit (after giving effect to such proposed Revolving Credit Borrowing). The Loans shall be made as Base Rate Loans unless, subject to the terms and conditions hereofSection 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Swing Line Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount Notice of its Swing Line Loan available to the BorrowerRevolving Credit Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement2.3(a) (Swing Loans), the Swing Line Lender shall not be obligated to make if any Swing Line Loan at a time when Notice of Revolving Credit Borrowing requests a Revolving Credit Lender is Borrowing of Base Rate Loans, the Administrative Agent may make a Defaulting Lender unless Swing Loan available to the Swing Line Lender has entered into arrangements reasonably satisfactory Borrower in an aggregate amount not to it exceed such proposed Revolving Credit Borrowing, and the Borrower aggregate amount of the corresponding proposed Revolving Credit Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $500,000 in excess thereof. (b) The Administrative Agent shall give to eliminate each Revolving Credit Lender prompt notice of the Swing Line LenderAdministrative Agent’s Fronting Exposure (after giving effect receipt of a Notice of Revolving Credit Borrowing and, if Eurodollar Rate Loans are properly requested in such Notice of Revolving Credit Borrowing, the applicable interest rate determined pursuant to Section 2.17(a)(iv2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 a.m. (New York time) with respect to on the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share date of the outstanding Swing Line Loans.proposed Amended and Restated Credit Agreement U.S. Concrete, Inc.

Borrowing Procedures. (a) Each Swing Line Revolving Credit Borrowing shall be made upon the Borrower’s irrevocable on notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and Borrower to the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (New York time) (i) in the case of a Revolving Credit Borrowing of Base Rate Loans, on the day of the proposed Revolving Credit Borrowing and (ii) in the case of a Revolving Credit Borrowing of Eurodollar Rate Loans, three Business Days prior to the date of the proposed Revolving Credit Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a "Notice of Borrowing"), specifying (A) the date of such proposed Revolving Credit Borrowing, (B) the aggregate amount of such proposed Revolving Credit Borrowing, (C) whether any portion of the proposed Revolving Credit Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) the initial Interest Period or Periods for any such Eurodollar Rate Loans. The Revolving Loans shall be made as Base Rate Loans unless, subject to Section 2.13 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof. The Borrower may not request more than fifteen (15) Revolving Credit Borrowings per month in the form of Eurodollar Rate Loans. (b) The Term Loan Borrowing shall be made upon receipt of a Notice of Borrowing given by the Borrower to the Administrative Agent not later than 11:00 a.m. (New York City time on time) (i) one Business Day, in the requested borrowing date case of a Term Loan Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Term Loan Borrowing of Eurodollar Rate Loans, prior to the Closing Date. The Notice of Borrowing shall specify (A) the Closing Date, (B) the aggregate amount of such proposed Term Loan Borrowing, (C) whether any portion of the proposed Term Loan Borrowing will be of Base Rate Loans or Eurodollar Rate Loans, and (D) the initial Interest Period or Periods for any such Eurodollar Rate Loans. The Term Loans shall be made as Base Rate Loans unless (subject to Section 2.13 (Special Provisions Governing Eurodollar Rate Loans)) the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. (c) The Administrative Agent shall give to each Lender prompt notice of the Administrative Agent's receipt of a Notice of Borrowing and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.13(a) (Determination of Interest Rate). Each Lender shall, (i) in the principal amount to be borrowedcase of Eurodollar Rate Loans, which principal amount shall be a minimum of $500,000 before 11:00 a.m. (and any amount in excess of $500,000 shall be in integral multiples of $100,000New York time) and (ii) in the requested borrowing datecase of Base Rate Loans, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to before 2:00 p.m. (New York City time time) on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to Borrowing, make such Swing Line Loan as a result of the limitations set forth in the first proviso available to the first sentence of Administrative Agent at its address referred to in Section 2.04(a11.8 (Notices, Etc.), in immediately available funds, such Lender's Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (BAmendments, Waivers, Etc.)) that one or more (i) on the Closing Date, of the applicable conditions specified set forth in Section 4.02 is not then satisfied3.1 (Conditions Precedent to Initial Loans and Letters of Credit) and (ii) at any time (including the Closing Date), thenof the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), subject to and after the terms and conditions hereofAdministrative Agent's receipt of such funds, the Swing Line Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified in Administrative Agent shall make such Swing Line Loan Notice, make the amount of its Swing Line Loan funds available to the Borrower. Notwithstanding anything . (d) Unless the Administrative Agent shall have received notice from a Lender prior to the contrary contained date of any proposed Borrowing that such Lender will not make available to the Administrative Agent such Lender's Ratable Portion of such Borrowing (or any portion thereof), the Administrative Agent may assume that such Lender has made such Ratable Portion available to the Administrative Agent on the date of such Borrowing in accordance with this Section 2.04 or elsewhere 2.2 and the Administrative Agent may, in this AgreementCredit Agreement FMC Corporation reliance upon such assumption, make available to the Swing Line Borrower on such date a corresponding amount. If and to the extent that such Lender shall not be obligated have so made such Ratable Portion available to make any Swing Line Loan at a time when a Revolving Credit the Administrative Agent, such Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower severally agree to eliminate repay to the Swing Line Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender’s Fronting Exposure (after giving effect , the Federal Funds Rate for the first Business Day and thereafter at the interest rate applicable at the time to Section 2.17(a)(iv)) the Loans comprising such Borrowing. If such Lender shall repay to the Administrative Agent such corresponding amount, such corresponding amount so repaid shall constitute such Lender's Loan as part of such Borrowing for purposes of this Agreement and such repayment shall relieve the Borrower's obligation with respect to the Defaulting principal portion of such amount. If the Borrower shall repay to the Administrative Agent such corresponding amount, such payment shall not relieve such Lender of any obligation it may have hereunder to the Borrower. (e) The failure of any Lender to make the Loan or any payment required by it on the date specified (a "Non-Funding Lender’s or Defaulting Lenders’ "), including any payment in respect of its participation in Letter of Credit Obligations, shall not relieve any other Lender of its obligations to make such Swing Line Loans, including by Cash Collateralizing, Loan or obtaining a backstop letter payment on such date but no such other Lender shall be responsible for the failure of credit from an issuer reasonably satisfactory to the Swing Line any Non-Funding Lender to support, such Defaulting Lender’s make a Loan or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loanspayment required under this Agreement.

Borrowing Procedures. Each Unless the Swing Line has been terminated or suspended by the Swing Line Lender as provided in subsection (a) above, each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the requested borrowing date date, and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of Five Hundred Thousand Dollars ($500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) 500,000), and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless (x) the Swing Line has been terminated or suspended by the Swing Line Lender as provided in subsection (a) above, or (y) the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to Borrower at its office by crediting the Borroweraccount of Borrower on the books of Swing Line Lender in immediately available funds. Notwithstanding anything Lenders agree that Swing Line Lender may agree to modify the contrary contained borrowing procedures used in this Section 2.04 or elsewhere in this Agreement, connection with the Swing Line Lender shall not be obligated to make in its discretion and without affecting any of the obligations of Lenders hereunder other than notifying Agent of a Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s Notice. F or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans.p er so na l u se o nl

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the relevant Borrower’s irrevocable notice (each such notice, a “Swing Line Notice”) (i) in the case of Dollar Swing Line Loans, to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Dollar Swing Line Lender and the Administrative Agent and (ii) in the case of Peso Swing Line Loans, to the Peso Swing Line Lender and the Mexican Administrative Agent which may in each case be given by telephone. Each Swing Line Notice must be received by the relevant Swing Line Lender and the Administrative Agent or the Mexican Administrative Agent, as the case may be, not later than 1:00 p.m. (New York City time or Mexico City time, as applicable) on the requested borrowing date date, and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (100,000 for a Dollar Swing Line Loan and any amount in excess of $500,000 shall be in integral multiples of $100,000) Ps.500,000 for a Peso Swing Line Loan, and (ii) the requested borrowing date, which shall be a Business DayDay in the case of any request for a Dollar Swing Line Loan or a Peso Business Day in the case of any request for a Peso Swing Line Loan. Each such telephonic notice must be confirmed promptly by delivery to the relevant Swing Line Lender and the Administrative Agent or the Mexican Administrative Agent, as the case may be, of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the relevant Borrower. Promptly after receipt by the any Swing Line Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the such Swing Line Lender will confirm with the Administrative Agent Agent, in the case of the Dollar Swing Line Lender, or the Mexican Administrative Agent, in the case of the Peso Swing Line Lender (in each case by telephone or in writing) that the Administrative Agent or the Mexican Administrative Agent, as the case may be, has also received such Swing Line Loan Notice and, if not, the such Swing Line Lender will notify the Administrative Agent or the Mexican Administrative Agent, as applicable (by telephone or in writing) of the contents thereof. Unless the relevant Swing Line Lender has received notice (by telephone or in writing) from (i) the Administrative Agent (including at the request of any Revolving Credit Lender), in the case of the Dollar Swing Line Lender, or (ii) the Mexican Administrative Agent (including at the request of any Peso Revolving Credit Lender, in each case prior to 2:00 p.m. (New York City time or Mexico City time, as applicable) on the date of the proposed Swing Line Borrowing (A) directing the such Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the such Swing Line Lender will, not later than 3:00 p.m. (New York City time or Mexico City time, as applicable) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the relevant Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans.

Borrowing Procedures. Each Alternative Currency Swing Line Borrowing shall be made upon the BorrowerCompany’s irrevocable notice to the Alternative Currency Swing Line Lender and the Administrative Agent, which may be given by: (i) telephone or (ii) an Alternative Currency Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by telephonedelivery to the Alternative Currency Swing Line Lender and the Administrative Agent of an Alternative Currency Swing Line Loan Notice. Each such notice must be received by the Alternative Currency Swing Line Lender and the Administrative Agent not later than 1:00 2:00 p.m. New York City time on the requested borrowing date date, and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) 500,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Alternative Currency Swing Line Lender and the Administrative Agent of a written Alternative Currency Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the BorrowerCompany. Promptly after receipt by the Alternative Currency Swing Line Lender of any telephonic Alternative Currency Swing Line Loan Notice (by telephone or in writing)Notice, the Alternative Currency Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Alternative Currency Swing Line Loan Notice and, if not, the Alternative Currency Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Alternative Currency Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 3:00 p.m. New York City time on the date of the proposed Alternative Currency Swing Line Borrowing (A) directing the Alternative Currency Swing Line Lender not to make such Alternative Currency Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.05(b)(i), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Alternative Currency Swing Line Lender will, not later than 3:00 4:00 p.m. New York City time on the borrowing date specified in such Alternative Currency Swing Line Loan Notice, make the amount of its the requested Alternative Currency Swing Line Loan available to the Borrower. Notwithstanding anything to Company (x) at the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Alternative Currency Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to office by crediting the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter account of credit from an issuer reasonably satisfactory to the Company on the books of the Alternative Currency Swing Line Lender in Same Day Funds or (y) by wire transfer of such funds in Same Day Funds, in each case in accordance with instructions provided to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of (and reasonably acceptable to) the outstanding Swing Line LoansAdministrative Agent by the Company.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable Borrower’sirrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephonebytelephone or Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the andthe Administrative Agent not later than 1:00 p.m. New York City time on the requested borrowing date and dateand shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 of$500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) and (ii) the requested therequested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly confirmedpromptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan LineLoan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after Promptlyafter receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing), the Swing theSwing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative theAdministrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will Lenderwill notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing theSwing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including Agent(including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date thedate of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line SwingLine Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or 2.04(a),or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, ,subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. New York City YorkCity time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line SwingLine Loan available to the BorrowerBorrower at its office by crediting the account of the Borrower on the books ofthe Swing Line Lender in immediately available funds. Notwithstanding anything to the contrary contained contrarycontained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated beobligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless Lenderunless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower theBorrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(ivSection2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line SwingLine Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably issuerreasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting LendersDefaultingLenders’ Pro Rata Share of the outstanding Swing Line Loans.

Borrowing Procedures. Each Swing Line Borrowing of Swingline Loans shall be made upon the Borrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the requested borrowing date date, and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum principal amount of $500,000 (100,000 and any amount in excess of $500,000 shall be in integral multiples of $100,000) and 100,000 in excess thereof, (ii) the requested borrowing date, which shall be a Business Day, and (iii) whether such Swingline Loan shall be a Base Rate Loan or a Quoted Rate Swingline Loan. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Swingline Lender and the Administrative Agent of a written Swing Line Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Swingline Lender of any Swing Line telephonic Swingline Loan Notice (by telephone or in writing)Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing of Swingline Loans (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.4(a), or (B) that one or more of the applicable conditions specified in Section 4.02 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the Borrower. Notwithstanding anything to the contrary contained foregoing, in this Section 2.04 the event that any Swingline Loans are advanced under an auto borrow, zero balance or elsewhere in this Agreement, similar arrangement between the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it Borrower and the Borrower to eliminate Swingline Lender and such arrangement provides for different borrowing procedures, then Borrowings of Swingline Loans advanced under such arrangement shall be made in accordance with the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in borrowing procedures provided by such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loansarrangement.

Borrowing Procedures. Each Swing Line Borrowing (a) All Borrowings shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be receipt of a Notice of Borrowing given by telephone. Each such notice must be received by the Swing Line Lender and Borrower to the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (New York City time time) on the requested borrowing date and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum Closing Date. The notice of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) and (ii) the requested borrowing dateborrowing, which shall be in substantially the form of Exhibit C (the “Notice of Borrowing”) shall specify (A) the Closing Date, (B) the aggregate amount of such proposed Borrowing, (C) the initial Interest Period or Periods for any such LIBO Rate Loans, and (D) remittance instructions for such proposed Borrowing. (b) The Administrative Agent shall give to each Lender prompt notice of the Administrative Agent’s receipt of a Business DayNotice of Borrowing, and if LIBO Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.12(a). Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Noticeshall promptly, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of but in any Swing Line Loan Notice (by telephone or in writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) case prior to 2:00 3:00 p.m. (New York City time time) on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to Borrowing, make such Swing Line Loan as a result of the limitations set forth in the first proviso available to the first sentence Administrative Agent at an account designated by the Administrative Agent of Section 2.04(a)a bank in New York City in immediately available funds in Dollars, or (B) that one or more such Lender’s Ratable Portion of such proposed Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions specified set forth in Section 4.02 is not then satisfied, then, subject to the terms 3.1 and conditions hereofSection 3.2, the Swing Line Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified in Administrative Agent will make such Swing Line Loan Notice, make the amount of its Swing Line Loan funds available to the Borrower. Notwithstanding anything . (c) Unless the Administrative Agent shall have received notice from a Lender prior to the contrary contained date of any proposed Borrowing that such Lender will not make available to the Administrative Agent such Lender’s Ratable Portion of such Borrowing, the Administrative Agent may assume that such Lender has made such Ratable Portion available to the Administrative Agent on the date of such Borrowing in accordance with this Section 2.04 2.2 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Ratable Portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand, such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Effective Rate for the first Business Day and thereafter at the interest rate applicable at the time to the Loans comprising such Borrowing. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement. If the Borrower shall repay to the Administrative Agent such corresponding amount, such payment shall not relieve such Lender of any obligation it may have hereunder to the Borrower. With respect to any Ratable Portion of a Borrowing not made available by a Lender as contemplated above, if such Lender subsequently repays such corresponding amount to the Administrative Agent and the Borrower has also repaid to the Administrative Agent such corresponding amount (together with interest thereon at the rate specified in clause (i) of the third preceding sentence), then the Administrative Agent shall promptly repay to Borrower such corresponding amount so received from such Lender (including interest thereon at the rate specified in clause (ii) of the third preceding sentence to the extent received from such Lender by the Administrative Agent); provided, however, that such repayment to the Borrower shall not operate as a waiver or elsewhere any abandonment of any rights or remedies of the Borrower with respect to such Lender. (d) The failure of any Lender to make the Loan or any payment required by it on the date specified (a “Non-Funding Lender”) shall not relieve any other Lender of its obligations to make such Loan or payment on such date but no such other Lender shall be responsible for the failure of any Non-Funding Lender to make a Loan or payment required under this Agreement. (e) Neither the Administrative Agent nor any Lender shall incur any liability to the Borrower in acting upon any telephonic notice referred to in Section 2.9(a) that the Administrative Agent believes in good faith to have been given by a Responsible Officer or other person authorized to execute a Notice of Borrowing or a Notice of Conversion or Continuation on behalf of the Borrower or for otherwise acting in good faith under this Section 2.2 or under Section 2.9, and upon funding of any Loans by the Lenders, or upon any conversion or continuation of any Loans pursuant to Section 2.9, in each case in accordance with this Agreement, pursuant to any such telephonic notice, the Swing Line Lender Borrower shall not be obligated deemed to make any Swing Line Loan at have borrowed Loans or effected a time when conversion or continuation, as the case may be, hereunder. (f) Except as otherwise provided in Section 2.12, a Revolving Credit Lender is Notice of Borrowing or a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it Notice of Conversion or Continuation (or telephonic notice in lieu thereof) shall be irrevocable, and the Borrower shall be bound to eliminate the Swing Line Lender’s Fronting Exposure (after giving make a Borrowing or to effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s a conversion or Defaulting Lenders’ participation continuation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loansaccordance therewith.

Borrowing Procedures. Each Swing Line Borrowing of Swingline Loans shall be made upon the Borrower’s 's irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the requested borrowing date date, and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum principal amount of $500,000 (100,000 and any amount in excess of $500,000 shall be in integral multiples of $100,000) 10,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Swingline Lender and the Administrative Agent of a written Swing Line Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Swingline Lender of any Swing Line telephonic Swingline Loan Notice (by telephone or in writing)Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing of Swingline Loans (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(aSECTION 2.04(A), or (B) that one or more of the applicable conditions specified in Section 4.02 ARTICLE V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans.

Borrowing Procedures. Each Swing Line Borrowing (a) In order to request a Borrowing, the Borrower Agent shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and notify the Administrative Agent of such request by telephone or email not later than 1:00 p.m. (i) with respect to the initial Borrowing on the Closing Date, 10:00 a.m., New York City time time, one Business Day before the Closing Date (or such later date on or before the requested borrowing date and shall specify (i) Closing Date as the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000Administrative Agent may agree) and (ii) with respect to subsequent Borrowings, 12:00 (noon), New York City time, three Business Days before the requested borrowing datedate of the proposed Borrowing. The Administrative Agent shall promptly acknowledge each such telephonic or email Borrowing Request, each of which shall be revocable, and shall be confirmed promptly by hand delivery, electronic delivery or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information: (i) the date of such Borrowing (which shall be a Business Day); (ii) the number and location of the account to which funds are to be disbursed; (iii) the amount of such Borrowing; and (iv) the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. Each If no Interest Period is specified in any such telephonic notice must Borrowing Request, then the Borrowers shall be confirmed deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly by delivery advise the applicable Lenders of a Borrowing Request given pursuant to the Swing Line Lender this Section 2.03 (and the Administrative Agent contents thereof), and of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer each Lender’s portion of the Borrower. Promptly after receipt by requested Borrowing. (b) GAI hereby designates Parent as its representative and agent for all purposes under the Swing Line Lender of any Swing Line Loan Notice Documents (by telephone or in writingthe “Borrower Agent”), the Swing Line Lender will confirm including request for Loans, designation of interest rates, delivery or receipt of communications with the Administrative Agent or any Lender, preparation and delivery of reports and notices, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (by telephone or including in writing) that respect of compliance with covenants), and all other dealings with the Administrative Agent has also received or any Lender. Borrower Agent hereby accepts such Swing Line Loan Notice andappointment. (c) The Administrative Agent and the Lenders shall be entitled to rely upon, if notand shall be fully protected in relying upon, the Swing Line Lender will notify any notice or communication of any kind, oral or written, delivered by Borrower Agent on behalf of any Borrowers. The Administrative Agent may give any notice or communication with a Borrowers hereunder to Borrower Agent on behalf of such Borrowers. Each of the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Lenders shall have the right, in it its discretion, to deal exclusively with Borrower to eliminate Agent for any or all purposes under the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s Loan Documents. Each Borrower agrees that any notice, election, communication, delivery, representation, agreement, action or Defaulting Lenders’ participation in such Swing Line Loans, including undertaking on its behalf by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line LoansBorrower Agent shall be binding upon and be enforceable against it.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable written notice (for the avoidance of doubt, email being sufficient) to the Swing Line Lender and the Administrative Agent, which may be given by telephoneLender. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 2:00 p.m. (New York City time time) on the requested borrowing date and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 100,000 (and any amount in excess of $500,000 100,000 shall be in integral multiples of $100,000) and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing, email being sufficient) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. (New York City time time) on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 4:00 p.m. (New York City time time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) fronting exposure with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share Applicable Percentage of the outstanding Swing Line Loans.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Parent Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the requested borrowing date and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 100,000 (and any amount in excess of $500,000 100,000 shall be in an integral multiples multiple of $100,00025,000) and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Parent Borrower. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Parent Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Parent Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share or other applicable share provided for under this Agreement of the outstanding Swing Line Loans.

Borrowing Procedures. Each If an AutoBorrow Agreement is in effect, each Swing Line Borrowing shall be made upon as provided in such AutoBorrow Agreement. Otherwise, in order to request a Swing Line Borrowing, the Borrower’s irrevocable Applicable Borrower shall hand deliver, fax or send by electronic communication (e-mail) (or by telephone notice promptly confirmed by a written, fax or electronic communication (e-mail)) to the Applicable Swing Line Lender and the Applicable Administrative Agent, which may be given by telephoneAgent a duly completed Borrowing Request not later than 2:00 p.m. (Standard Time) on the day of the proposed Swing Line Borrowing. Each such notice must Borrowing Request shall be received irrevocable, shall be signed by or on behalf of the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the requested borrowing date Applicable Borrower and shall specify the following information: (i) the principal amount to be borrowed, which principal amount shall be a minimum date of $500,000 such Swing Line Borrowing (and any amount in excess of $500,000 shall be in integral multiples of $100,000) and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to ); (ii) in the case of a Canadian Swing Line Lender and the Administrative Agent of a written Borrowing, whether such Canadian Swing Line Loan NoticeBorrowing is to be denominated in Canadian dollars or U.S. dollars; and (iii) the amount of such Swing Line Borrowing, appropriately completed and signed by which shall be a Responsible Officer minimum of the BorrowerU.S.$1,000,000, except as otherwise set forth in any AutoBorrow Agreement. Promptly after receipt by the Applicable Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing)Borrowing Request, the Applicable Swing Line Lender will confirm with the Applicable Administrative Agent (by telephone or in writing) that the Applicable -102- Administrative Agent has also received such Swing Line Loan Notice Borrowing Request and, if not, the Applicable Swing Line Lender will notify the Applicable Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Applicable Swing Line Lender has received notice (by telephone or in writing) from the Applicable Administrative Agent (including at the request of any Revolving Credit Applicable Lender) prior to 2:00 p.m. New York City time (Standard Time) on the date of the proposed Swing Line Borrowing (A) directing the Applicable Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of either Section 2.04(a2.23(a)(i) or Section 2.23(a)(ii), or (B) that one or more of the applicable conditions specified in Section 4.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Applicable Swing Line Lender will, not later than 3:00 1:00 p.m. New York City time (Standard Time) on the borrowing date specified in such Swing Line Loan NoticeBorrowing Request, make the amount of its Swing Line Loan available to the BorrowerApplicable Borrower at its office by crediting the account of the Applicable Borrower on the books of the Applicable Swing Line Lender in immediately available funds. Notwithstanding anything to If an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the contrary contained in event that any of the terms of this Section 2.04 or elsewhere in this 2.23 conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. No Applicable Lender shall have any rights or obligations under any AutoBorrow Agreement, but each Applicable Lender shall have the obligation to purchase and fund risk participations in the Swing Line Lender shall not be obligated Loans and to make any refinance Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loansas provided herein.

Borrowing Procedures. Each Swing Line Borrowing (a) Whenever the Co-Issuers wish the Conduit Investors, or if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group, to make a Series 2007-2 Advance, the Co-Issuers shall be made upon (or shall cause the Borrower’s irrevocable notice to the Swing Line Lender and Servicer to) notify the Administrative Agent, which may be given by telephone. Each such each Funding Agent and the Indenture Trustee upon irrevocable written notice must be received by the Swing Line Lender and delivered to the Administrative Agent not and each Funding Agent (with a copy of such notice delivered to the Committed Note Purchasers) no later than 1:00 p.m. 12:00 noon New York City time on the requested borrowing Business Day prior to the proposed Borrowing (which Borrowing date and shall specify (i) shall, except in the principal amount to case of the Series 2007-2 Initial Advance, be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) and (ii) the requested borrowing date, which shall be a Business Dayan Increase Date). Each such telephonic notice must shall be confirmed promptly by delivery irrevocable and shall in each case refer to this Agreement and specify the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer aggregate amount of the Borrowerrequested Borrowing to be made on such date. Promptly after receipt by The Co-Issuers shall (or shall cause the Swing Line Lender Servicer to) ratably allocate the proposed Borrowing among the Investor Groups’ respective Investor Group Principal Amounts. Each Funding Agent shall promptly advise its related Conduit Investor, if any, of any Swing Line Loan Notice notice given pursuant to this Section 2.03 and shall promptly thereafter (by telephone or but in writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. no event later than 11:00 a.m. New York City time on the proposed date of Borrowing) notify the proposed Swing Line Borrowing (ACo-Issuers and the related Committed Note Purchaser(s) directing the Swing Line Lender not whether such Conduit Investor has determined to make such Swing Line Loan Series 2007-2 Advance. On the date of each Borrowing and subject to the other conditions set forth herein and in the Series 2007-2 Series Supplement, each Conduit Investor or its related Committed Note Purchaser(s), as the case may be, shall make available to the Co-Issuers the amount of such Series 2007-2 Advance by wire transfer in U.S. dollars of such amount in same day funds to the Series 2007-2 Collection Account no later than 3:00 p.m. (New York time) on the date of such Borrowing. (b) If, by 2:00 p.m. (New York time) on the date of any Borrowing, one or more Committed Note Purchasers in an Investor Group (each, a “Defaulting Committed Note Purchaser,” and each Committed Note Purchaser in the related Investor Group other than any Defaulting Committed Note Purchaser being referred to as a “Non-Defaulting Committed Note Purchaser”) fails to make its ratable portion of any Borrowing available to the Co-Issuers pursuant to Section 2.03(a) (the aggregate amount unavailable to the Co-Issuers as a result of such failure being herein called in either case the limitations set forth “Borrowing Deficit”), then the Funding Agent for such Investor Group shall, by no later than 2:30 p.m. (New York City time) on the applicable date of such Borrowing instruct each Non-Defaulting Committed Note Purchaser in the first proviso same Investor Group as the Defaulting Committed Note Purchaser to the first sentence of Section 2.04(a)pay, or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not by no later than 3:00 p.m. (New York City time on time), in immediately available funds, to the borrowing date specified in Co-Issuers, an amount equal to the lesser of (i) such Swing Line Loan Notice, make Non-Defaulting Committed Note Purchaser’s proportionate share (based upon the relative Committed Note Purchaser Percentage of such Non-Defaulting Committed Note Purchasers) of the Borrowing Deficit and (ii) such Non-Defaulting Committed Note Purchaser’s Committed Note Purchaser Percentage of the amount of its Swing Line Loan available to by which the Borrower. Notwithstanding anything to Maximum Investor Group Investor Amount for such Investor Group exceeds the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure Investor Group Principal Amount for such Investor Group (determined after giving effect to Section 2.17(a)(ivany Series 2007-2 Advances already made by such Investor Group on such date)) with respect . A Defaulting Committed Note Purchaser shall forthwith, upon demand, pay to the applicable Funding Agent for the ratable benefit of the Non-Defaulting Lender’s or Committed Note Purchasers all amounts paid by each such Non-Defaulting Lenders’ participation Committed Note Purchaser on behalf of such Defaulting Committed Note Purchaser, together with interest thereon, for each day from the date a payment was made by a Non-Defaulting Committed Note Purchaser until the date such Non-Defaulting Committed Note Purchaser has been paid such amounts in such Swing Line Loansfull, including by Cash Collateralizing, or obtaining at a backstop letter of credit from an issuer reasonably satisfactory rate per annum equal to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share sum of the outstanding Swing Line LoansBase Rate plus 1% per annum.

Borrowing Procedures. Each Swing Line (a) The applicable Borrower shall give the Agent a Notice of Borrowing in connection with each request for a borrowing of Revolving Loans hereunder in accordance with Section 2.15 hereof. The Agent shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the requested borrowing date and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line notify each Lender of any Swing Line Loan Notice of Borrowing received hereunder. Not later than 11:00 a.m. (by telephone or in writingprevailing Eastern time), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date specified for each borrowing hereunder, each Lender shall make available to the Agent the amount of the proposed Swing Line Borrowing (A) directing Revolving Loan to be made by such Lender in accordance with such Lender's Pro Rata Share, in immediately available funds at an account designated by the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, thenAgent. The Agent shall, subject to the terms and conditions hereof, the Swing Line Lender willof this Agreement, not later than 3:00 1:00 p.m. New York City time (prevailing Eastern time) on the borrowing date Business Day specified in for such Swing Line Loan Noticeborrowing, make the such amount of its Swing Line Loan available to the Borrower. Notwithstanding anything requesting Borrower at the Agent's principal United States office or such other place as the Agent and such requesting Borrower may agree. (b) Unless the Agent shall have been notified by any Lender at least one (1) Business Day prior to the contrary contained in this Section 2.04 or elsewhere in this Agreementdate on which any Eurodollar Loan is to be made to any Borrower and not later than 11:00 a.m. (prevailing Eastern time) on the date any Base Rate Loan is to be made, the Swing Line that such Lender shall does not be obligated intend to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect available to the Defaulting Agent such Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ 's Pro Rata Share of such borrowing, the outstanding Swing Line Agent may assume that such Lender has made such amount available to the Agent on the date of such Loan and the Agent may, in reliance upon such assumption, make available to the Borrower requesting such Loan a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender, the Agent shall be entitled to recover such corresponding amount on demand from such Lender, which demand shall be made in a reasonably prompt manner. If such Lender does not pay such a corresponding amount forthwith upon the Agent's demand therefor, the Agent shall promptly notify such requesting Borrower and such requesting Borrower shall pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Agent to such requesting Borrower to the date such corresponding amount as recovered by the Agent at a rate per annum equal to the Federal Funds Rate, for the first two (2) Business Days, and thereafter at the rate per annum then in effect with respect to Base Rate Loans. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Agent or such requesting Borrower may have against any Lender as a result of any default by such Lender hereunder.

Borrowing Procedures. (a) Each Swing Line Revolving Credit Borrowing shall be made upon the Borrower’s irrevocable on notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and Borrower to the Administrative Agent not later than 1:00 p.m. (i) 12:00 noon (New York City time time) one Business Day, in the case of a Borrowing of Base Rate Loans, (ii) 12:00 noon (New York City time) three Business Days, in the case of a Borrowing of LIBO Rate Dollar Loans or (iii) 12:00 noon (New York City time) four Business Days, in the case of a Borrowing of LIBO Rate Euro Loans, prior to the date of the proposed Revolving Credit Borrowing. Each such notice shall be in substantially the form of Exhibit C (a “Notice of Borrowing”), specifying (A) the date of such proposed Revolving Credit Borrowing, (B) the currency (Dollars or euro) and aggregate amount of such proposed Revolving Credit Borrowing, (C) what portion of the proposed Revolving Credit Borrowing denominated in Dollars will be of Base Rate Loans or LIBO Rate Loans, (D) the initial Interest Period or Periods for any such LIBO Rate Loans, (E) the aggregate outstanding potential liability of the Borrower under any Foreign Overdraft Guaranties on the requested borrowing date of such proposed Revolving Credit Borrowing, and (F) remittance instructions for such proposed Revolving Credit Borrowing. In lieu of giving a Notice of Borrowing for any Revolving Credit Borrowing, the Borrower may give the Administrative Agent telephonic notice prior to the time required for giving a Notice of Borrowing; provided, however, that such telephonic notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to the Administrative Agent prior to the applicable date of such Revolving Credit Borrowing. The Revolving Loans shall be made in Dollars unless (subject to Section 2.14) the Notice of Borrowing specifies that the Loan is a Revolving Euro Loan. The Revolving Loans denominated in Dollars shall be made as Base Rate Loans unless (subject to Section 2.14) the Notice of Borrowing specifies that all or a portion thereof shall be LIBO Rate Loans. Revolving Loans denominated in euro shall be made as LIBO Rate Loans and shall not be available as Base Rate Loans. Each Revolving Credit Borrowing shall be in an aggregate amount equal to an Applicable Currency Denomination. (b) All Term Loan Borrowings shall be made upon receipt of a Notice of Borrowing given by the Borrower to the Administrative Agent not later than 11:00 a.m. (New York City time) on the Closing Date or Amendment Closing Date. The Notice of Borrowing shall specify (i) the principal amount to be borroweddate of Borrowing (which, which principal amount in the case of the Additional Tranche B Term Loans, shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) and on the Amendment Closing Date), (ii) the requested borrowing dateaggregate amount of such proposed Term Loan Borrowing, which (iii) in the case of any Tranche B Term Loan Borrowing, what portion of the proposed Term Loan Borrowing will be of Base Rate Loans or LIBO Rate Loans, (iv) the initial Interest Period or Interest Periods for any such LIBO Rate Loans (provided, however, that the Additional Tranche B Term Loan Borrowing made on the Amendment Closing Date shall be either a Business DayBase Rate Loan, or a LIBO Rate Loan having a one-month Interest Period), and (v) remittance instructions for such proposed Term Loan Borrowing. Each such The Tranche A (Euro) Term Loans shall be made as LIBO Rate Loans and shall not be available as Base Rate Loans. The initial Tranche B Term Loans shall be made as Base Rate Loans unless (subject to Section 2.14) the Notice of Borrowing specifies that all or a portion thereof shall be LIBO Rate Loans. The Additional Tranche B Term Loan Borrowing shall be in Dollars. (c) The Administrative Agent shall give to each Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing (or of telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or duly given in writinglieu thereof), the Swing Line Lender will confirm with Applicable Currency and (if a Euro Loan) the Administrative Agent (by telephone or initial Dollar Equivalent thereof, and if LIBO Rate Loans are properly requested in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if notof Borrowing, the Swing Line applicable interest rate determined pursuant to Section 2.14(a). Each Lender will notify the Administrative Agent shall, before 11:00 a.m. (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time time) on the date of the proposed Swing Line Borrowing Borrowing, make available to the Administrative Agent at an account designated from time to time by the Administrative Agent of a bank in New York City (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth or, in the first proviso case of payments in euro, at an account designated from time to time by the first sentence of Section 2.04(aAdministrative Agent as the place for payments in euro), or (B) that one or more in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowing in the Applicable Currency. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions specified set forth in Section 4.02 is not then satisfied3.1 (in the case of Loans made on the Closing Date), then, subject to Section 3.3 (in the terms case of Loans made on the Amendment Closing Date) and conditions hereofSection 3.2, the Swing Line Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified in Administrative Agent will make such Swing Line Loan Notice, make the amount of its Swing Line Loan funds available to the Borrower. Notwithstanding anything . (d) Unless the Administrative Agent shall have received notice from a Lender prior to the contrary contained date of any proposed Borrowing that such Lender will not make available to the Administrative Agent such Lender’s Ratable Portion of such Borrowing in the Applicable Currency, the Administrative Agent may assume that such Lender has made such Ratable Portion available to the Administrative Agent in the Applicable Currency on the date of such Borrowing in accordance with this Section 2.04 2.2 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Ratable Portion available to the Administrative Agent in the Applicable Currency, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand, in the Applicable Currency, such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Effective Rate for the first Business Day and thereafter at the interest rate applicable at the time to the Loans comprising such Borrowing. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement. If the Borrower shall repay to the Administrative Agent such corresponding amount, such payment shall not relieve such Lender of any obligation it may have hereunder to the Borrower. With respect to any Ratable Portion of a Borrowing not made available by a Lender as contemplated above, if such Lender subsequently repays such corresponding amount to the Administrative Agent and the Borrower has also repaid to the Administrative Agent such corresponding amount (together with interest thereon at the rate specified in clause (i) of the third preceding sentence), then the Administrative Agent shall promptly repay to Borrower such corresponding amount so received from such Lender (including interest thereon at the rate specified in clause (ii) of the third preceding sentence to the extent received from such Lender by the Administrative Agent); provided, however, that such repayment to the Borrower shall not operate as a waiver or elsewhere any abandonment of any rights or remedies of the Borrower with respect to such Lender. (e) The failure of any Lender to make the Loan or any payment required by it on the date specified (a “Non-Funding Lender”), including any payment in respect of its participation in Swing Line Loans and Letter of Credit Obligations, shall not relieve any other Lender of its obligations to make such Loan or payment on such date but no such other Lender shall be responsible for the failure of any Non-Funding Lender to make a Loan or payment required under this Agreement. (f) Neither the Administrative Agent nor any Lender shall incur any liability to the Borrower in acting upon any telephonic notice referred to in Section 2.2(a) or Section 2.11(a) that the Administrative Agent believes in good faith to have been given by a Responsible Officer or other person authorized to execute Notices of Borrowing or a Notice of Conversion or Continuation on behalf of the Borrower or for otherwise acting in good faith under this Section 2.2 or under Section 2.11, and upon funding of any Loans by the Lenders, or upon any conversion or continuation of any Loans pursuant to Section 2.11, in each case in accordance with this Agreement, pursuant to any such telephonic notice, the Swing Line Lender Borrower shall not be obligated deemed to make any Swing Line Loan at have borrowed Loans or effected a time when conversion or continuation, as the case may be, hereunder. (g) Except as otherwise provided in Section 2.14, a Revolving Credit Lender is Notice of Borrowing or a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it Notice of Conversion or Continuation (or telephonic notice in lieu thereof) shall be irrevocable, and the Borrower shall be bound to eliminate make a Borrowing or to effect a conversion or continuation in accordance therewith. (h) Any Notice of Borrowing in respect of any LIBO Rate Loan to be made on the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation Amendment Closing Date shall be in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from writing and contain an issuer indemnity agreement reasonably satisfactory to the Swing Line Lender Borrower and the Administrative Agent as to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loansmatters specified in Section 2.14(e).

Borrowing Procedures. Each Swing Line Borrowing In order to effect a Loan under the Revolving Credit Facility, an authorized officer of each of the Borrowers shall be made upon the Borrower’s give Agent (A) irrevocable written notice (in form and substance acceptable to the Swing Line Lender and the Administrative Agent, which may be given ) or irrevocable telephone notice (immediately confirmed by telephone. Each such written notice must be received by the Swing Line Lender and the Administrative Agent facsimile) not later than 1:00 p.m. New York City time 11:00 a.m., Chicago time, on the requested borrowing date and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum proposed borrowing date in the case of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) Floating Rate Loans and (ii) the requested second Business Day prior to the proposed borrowing date in the case of LIBOR Loans (the “Notice of Borrowing”) and (B) if at the time of such proposed borrowing date there are no Loans outstanding under the Revolving Credit Facility, a Borrowing Base Certificate as at the last day of (y) if such proposed borrowing date is prior to the 15th day of any month, the month that is two months prior to such proposed borrowing date or (z) if such proposed borrowing date is on or after the 15th day of any month, the month immediately preceding such proposed borrowing date, . Borrowers hereby authorize Agent and each Lender to extend advances and make Loans to Borrowers based on written or telephone notice from an authorized officer of Borrowers. Each Notice of Borrowing shall specify the principal amount of the Loan to be made pursuant to such borrowing and the date of such borrowing (which shall be a Business Day. Each ), that the Loans are under the Revolving Credit Facility, whether the Loans being made pursuant to such telephonic notice must borrowing are to be confirmed promptly by delivery maintained as Floating Rate Loans or LIBOR Loans and, if LIBOR Loans, the initial Interest Period to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrowerbe applicable thereto. Promptly after receipt by the Swing Line of such request, Agent shall advise each Lender of any Swing Line Loan Notice (by telephone or in writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time Not later than 2:30 p.m., Chicago time, on the date of a proposed borrowing, each Lender shall provide Agent, at the proposed Swing Line Borrowing (A) directing the Swing Line Lender not principal office of Agent in Chicago, with immediately available funds equal to make such Swing Line Loan as a result Lender’s pro rata share of the limitations set forth in the first proviso borrowing, and subject to the first sentence of Section 2.04(a), or (B) that one or more receipt by Agent of the applicable conditions specified in documents required under Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)2.11(B) with respect to such borrowing, if any are required, Agent shall pay over such funds received by it to Borrowers on the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loansrequested borrowing date.”

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the applicable Borrower’s 's irrevocable notice to the applicable Swing Line Lender and the applicable Administrative Agent, which may be given by telephone. Each such notice must be received by the applicable Swing Line Lender and the applicable Administrative Agent not later than 1:00 p.m. (New York City time time) on the requested borrowing date date, and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 100,000 (and any amount or, in excess the case of $500,000 shall be a Canadian Swing Line Borrowing denominated in integral multiples of $100,000) Canadian Dollars, Cdn$100,000), and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the applicable Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the applicable Borrower. Promptly after receipt by the a Swing Line Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the such Swing Line Lender will confirm with the applicable Administrative Agent (by telephone or in writing) that the such Administrative Agent has also received such Swing Line Loan Notice and, if not, the such Swing Line Lender will notify the such Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the applicable Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. (New York City time time) on the date of the proposed Swing Line Borrowing (A) directing the such Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the such Swing Line Lender will, not later than 3:00 p.m. (New York City time time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the requesting Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans.

Borrowing Procedures. Each Swing Line Swingline Borrowing shall be made upon the Borrower’s irrevocable notice by the Borrower to the Swing Line Swingline Lender and the Administrative Agent, which notice may be given by telephonetelephone (which telephonic notice shall be promptly confirmed in writing). Each such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. (New York City time time) on the requested borrowing date date, and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount or a whole multiple of $100,000 in excess of $500,000 shall be in integral multiples of $100,000) and thereof, (ii) the requested borrowing date, which shall be a Business DayDay and (iii) the account of the Borrower to be credited with the proceeds of such Swingline Borrowing. Each such telephonic notice must be confirmed promptly by delivery The Borrower shall deliver to the Swing Line Swingline Lender and the Administrative Agent of a written Swing Line Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Swingline Lender of any Swing Line Swingline Loan Notice (by telephone or in writing)Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. (New York City time time) on the date of the proposed Swing Line Swingline Borrowing (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), ) or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:00 p.m. (New York City time time) on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Swingline Lender shall not be obligated to make any Swing Line Swingline Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Swingline Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Swingline Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) risk with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Swingline Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, Collateralizing such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Swingline Loans.

Borrowing Procedures. (i) Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a “Revolving Credit Loan”) to the Borrowers from time to time, on any Business Day prior to the Termination Date, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided that, after giving effect to such Revolving Credit Loan, each of the conditions set forth in SECTIONS 2.01(a)(i), (ii) and (iii) shall be satisfied. Revolving Credit Loans shall be either Prime Rate Loans or LIBOR Loans as the Lead Borrower may request. All Revolving Credit Loans made pursuant to the same Borrowing shall, unless otherwise specifically provided herein, be Revolving Credit Loans of the same Type. Each Swing Line Lender may fulfill its Commitment with respect to any Revolving Credit Loan by causing any lending office of such Lender to make such Revolving Credit Loan; provided, however, that any such use of a lending office shall not affect the obligation of the Borrowers to repay such Revolving Credit Loan in accordance with the terms of this Agreement and the other Loan Documents. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this SECTION 2.04, prepay under SECTION 2.14, and reborrow under this SECTION 2.04. (ii) Each Borrowing of Revolving Credit Loans shall be made upon the Lead Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephonetelephone (which shall be promptly confirmed in writing in substantially the form attached hereto as Exhibit B). Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the requested borrowing date and shall specify 11:00 a.m. (i) three Business Days prior to the principal amount to be borrowed, which principal amount shall be a minimum requested date of $500,000 (and any amount in excess Borrowing of $500,000 shall be in integral multiples of $100,000) LIBOR Loans and (ii) on the requested borrowing datedate of any Borrowing of Prime Rate Loans. Such notice shall contain disbursement instructions and shall specify: (i) whether the Borrowing then being requested is to be a Borrowing of Prime Rate Loans or LIBOR Loans and, if LIBOR Loans, the Interest Period with respect thereto, provided that all Revolving Credit Loans to be made on the Closing Date shall be Prime Rate Loans; (ii) the amount of the proposed Borrowing (which shall be in an integral multiple of $100,000, but not less than $2,000,000 in the case of LIBOR Loans); and (iii) the date of the proposed Borrowing (which shall be a Business Day). Each If no election of Interest Period is specified in any such telephonic notice must for a Borrowing of LIBOR Loans, such notice shall be confirmed promptly by delivery deemed a request for an Interest Period of one (1) month. If no election is made as to the Swing Line Lender and the Type of Revolving Credit Loan, such notice shall be deemed a request for Borrowing of Prime Rate Loans. The Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line shall promptly notify each Lender of any Swing Line Loan Notice (by telephone or in writing)its proportionate share of such Borrowing, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereofBorrowing, the Swing Line Lender willType of Borrowing being requested and the Interest Period or Interest Periods applicable thereto, not later than 3:00 p.m. New York City time on as appropriate. On the borrowing date specified in such Swing Line notice, each Lender shall make its share of the Borrowing available at the Administrative Agent’s Office no later than 2:00 p.m., in immediately available funds. Upon satisfaction of the applicable conditions set forth in SECTION 4.02 (and, if such Borrowing is the initial Credit Extension on the Closing Date, SECTION 4.01), the Administrative Agent shall make all funds received in respect of Borrowing of Revolving Credit Loans available to the Borrowers in like funds as received by the Administrative Agent either by (i) crediting the Loan Notice, make Account with the amount of its Swing Line Loan such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Lead Borrower; provided, however, that if, on the date a Borrowing Request is made with respect to a Revolving Credit Loan, there are Letter of Credit Disbursements outstanding, then the proceeds of such Revolving Credit Loans, first, shall be applied to the payment in full of any such Letter of Credit Disbursements, and second, shall be made available to the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line LoansBorrowers as provided above.

Borrowing Procedures. Each Unless the Swing Line has been terminated or suspended by the Swing Line Lender as provided in subsection (a) above, each Swing Line Borrowing shall be made upon the Borrower’s 's irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the requested borrowing date date, and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) , and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless (x) the Swing Line has been terminated or suspended by the Swing Line Lender as provided in subsection (a) above, or (y) the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything Lenders agree that Swing Line Lender may agree to modify the contrary contained borrowing procedures used in this Section 2.04 or elsewhere in this Agreement, connection with the Swing Line Lender shall not be obligated to make in its discretion and without affecting any of the obligations of Lenders hereunder other than notifying Agent of a Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless Notice. In the event of any conflict between the terms hereof and the terms of the AutoBorrow Agreement with respect to the administration of the borrowing, funding and repayment of the Swing Line Lender has entered into arrangements reasonably satisfactory to it and Loans between the Borrower to eliminate and the Swing Line Lender’s Fronting Exposure (after giving effect , the terms of the AutoBorrow Agreement shall control. In all other matters related to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter the obligations of credit from an issuer reasonably satisfactory the Lenders to purchase participations in the Swing Line Lender to supportLoans, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share the terms of the outstanding Swing Line Loansthis Agreement shall control.

Borrowing Procedures. Each At any time a Used Vehicle Autoborrow Agreement is not in effect, each Used Vehicle Floorplan Swing Line Borrowing and each conversion of Used Vehicle Floorplan Swing Line Loans from one type to the other shall be made upon the BorrowerCompany’s irrevocable notice to the Used Vehicle Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Used Vehicle Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the requested borrowing date or date of any conversion of Eurodollar Rate Loans to Base Rate Loans or of any conversion of Base Rate Loans to Eurodollar Rate Loans, and in each case shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) and , (ii) the requested borrowing date, which shall be a Business DayDay and (iii) the Type of Used Vehicle Floorplan Swing Line Loan to be borrowed or to which existing Used Vehicle Floorplan Swing Line Loans are to be converted. Each such telephonic notice must be confirmed promptly by delivery to the Used Vehicle Swing Line Lender and the Administrative Agent of a written Used Vehicle Floorplan Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the BorrowerCompany. Promptly after receipt by the Used Vehicle Swing Line Lender of any telephonic Used Vehicle Floorplan Swing Line Loan Notice (by telephone or in writing)Notice, the Used Vehicle Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Used Vehicle Floorplan Swing Line Loan Notice and, if not, the Used Vehicle Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Used Vehicle Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Used Vehicle Floorplan Lender) prior to 2:00 p.m. New York City time on the date of the proposed Used Vehicle Floorplan Swing Line Borrowing (A) directing the Used Vehicle Swing Line Lender not to make such Used Vehicle Floorplan Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.12(a), or (B) that one or more of the applicable conditions specified in Section 4.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Used Vehicle Swing Line Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified in such Used Vehicle Floorplan Swing Line Loan Notice, make the amount of its Used Vehicle Floorplan Swing Line Loan available to the Borrower. Notwithstanding anything to Company at its office by crediting the contrary contained in this Section 2.04 or elsewhere in this Agreement, account of the Company on the books of the Used Vehicle Swing Line Lender shall not be obligated in immediately available funds. If the Company fails to make any provide a timely Used Vehicle Floorplan Swing Line Loan at Notice requesting a time when conversion of Eurodollar Rate Loans to Base Rate Loans, such Loans shall, subject to Article III, continue as Eurodollar Rate Loans. If the Company fails to specify a Revolving Credit Lender is a Defaulting Lender unless the Type of Used Vehicle Floorplan Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Loan in a Used Vehicle Floorplan Swing Line Lender’s Fronting Exposure (after giving effect Loan Notice, then the applicable Used Vehicle Floorplan Swing Line Loan shall, subject to Section 2.17(a)(iv)) with respect Article III, be made as a Eurodollar Rate Loan. In order to facilitate the Defaulting Lender’s or Defaulting Lenders’ participation in such borrowing of Used Vehicle Floorplan Swing Line Loans, including by Cash Collateralizingthe Company and the Used Vehicle Floorplan Swing Line Lender may mutually agree to, or obtaining a backstop letter of credit from and are hereby authorized to, enter into an issuer Autoborrow Agreement in form and substance reasonably satisfactory to the Administrative Agent and the Used Vehicle Floorplan Swing Line Lender (the “Used Vehicle Autoborrow Agreement”) providing for the automatic advance by the Used Vehicle Floorplan Swing Line Lender of Used Vehicle Floorplan Swing Line Loans under the conditions set forth in such agreement, which shall be in addition to supportthe conditions set forth herein (each such advance, such Defaulting Lender’s a “Used Vehicle Autoborrow Advance”); provided that, (i) in no event shall the Company be entitled to Used Vehicle Autoborrow Advances pursuant to a Used Vehicle Autoborrow Agreement at any time a Revolving Autoborrow Agreement or Defaulting Lenders’ Pro Rata Share New Vehicle Floorplan Offset Agreement is in place and (ii) the Company may, once per calendar year and upon 30 days advance notice to the Administrative Agent and the Used Vehicle Floorplan Swing Line Lender and upon the payment to the Administrative Agent of a $10,000 fee (which fee may be waived in the sole discretion of the outstanding Administrative Agent), alternate between having a Revolving Autoborrow Agreement and a Used Vehicle Autoborrow Agreement in place, or between having an Autoborrow Agreement or a New Vehicle Floorplan Offset Agreement in place. At any time such a Used Vehicle Autoborrow Agreement is in effect, the requirements for Used Vehicle Floorplan Swing Line Borrowings set forth in the immediately preceding paragraph shall not apply, and all Used Vehicle Floorplan Swing Line Borrowings shall be made in accordance with the Used Vehicle Autoborrow Agreement, until the right to such Used Vehicle Floorplan Swing Line Borrowings is suspended or terminated hereunder or in accordance with the terms of the Used Vehicle Autoborrow Agreement. Solely for purposes of determining the availability of Used Vehicle Floorplan Committed Loans (other than Used Vehicle Floorplan Committed Loans used to refinance Used Vehicle Floorplan Swing Line Loans), at any time during which a Used Vehicle Autoborrow Agreement is in effect, the Outstanding Amount of all Used Vehicle Floorplan Swing Line Loans shall be deemed to be the amount of the Used Vehicle Floorplan Swing Line Sublimit. For purposes of any Used Vehicle Floorplan Swing Line Borrowing pursuant to the Used Vehicle Autoborrow Agreement, all references to Bank of America shall be deemed to be a reference to Bank of America, in its capacity as Used Vehicle Floorplan Swing Line Lender hereunder.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s Borrower Agent's irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. 3:00 P.M. (New York City time time) on the requested borrowing date date, and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) and 1,000,000, (ii) the requested borrowing date, which shall be a Business DayDay and (iii) identifying the applicable Borrower. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible duly authorized officer of the Borrower Agent or any other employee of the Borrower Agent that is authorized by the President or Chief Financial Officer of the BorrowerBorrower Agent. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. 4:00 P.M. (New York City time time) on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 3.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. 5:00 P.M. (New York City time time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to the contrary contained applicable Borrower in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line LoansSame Day Funds.

Borrowing Procedures. Each Unless the Swing Line Lender has -------------------- notified the Borrower that the Swing Line has been terminated or suspended as provided in Section 2.05(a), each Swing Line Borrowing shall be made upon the --------------- Borrower’s 's irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time 12:00 noon, Seattle time, on the requested borrowing date date, and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) , and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time 1:00 p.m., Seattle time, on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.05(a), or (B) that one or more --------------- of the applicable conditions specified in Section 4.02 4 is not then satisfied, then, --------- subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. New York City time 2:00 p.m., Seattle time, on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to Borrower at its office by crediting the contrary contained in this Section 2.04 or elsewhere in this Agreement, account of the Borrower on the books of the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loansimmediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s Borrower’s(b) irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the requested borrowing date and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans. Refinancing of Swing Line Loans.

Borrowing Procedures. Each Swing Line Borrowing Subject to all of the applicable terms and conditions of this Agreement, each Revolving Credit Loan shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender Lender, at such times and in such amounts, shall be, inter alia, requested by a Borrower in compliance with this Section 2.02: (a) Each Revolving Credit Loan shall be in a minimum amount of $100,000.00 and in integral multiples thereafter of $10,000.00; (b) In no event shall the Administrative Agent not later than 1:00 p.m. New York City time on sum of, as of the requested borrowing date and shall specify proposed Advance Date, (i) the outstanding principal amount of all Revolving Credit Loans (after giving effect to be borrowed, which principal amount all amounts requested) exceed the Revolving Credit Commitment. (c) Each Revolving Credit Loan shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic made on notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed given by a Responsible Officer of the Borrower. Promptly after receipt by Borrower to the Swing Line Lender not later than 11:00 a.m. (a “Notice of any Swing Line Loan Notice (by telephone or in writingBorrowing”), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date that is one (1) Business Day prior to the requested Advance Date. Each such Notice of Borrowing shall be by electronic mail (provided such mail is executed and delivered via PDF format) or facsimile, in each case confirmed immediately in a signed writing by the proposed Swing Line Borrowing Borrower specifying therein (A1) directing the Swing Line Lender not requested Advance Date, (2) the amount of such Revolving Credit Loan, (3) the interest rate to make be accrue for such Swing Line Revolving Credit Loan as a result of and (z) any exceptions to the limitations covenants, representations and warranties set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject this Agreement. Subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. New York City time shall make each Revolving Credit Loan available on the borrowing date specified requested Advance Date by depositing the proceeds thereof in such Swing Line Loan Noticeimmediately available funds in the account of the Borrower with the Lender by 3:00 pm. Notwithstanding any provision of this subsection (c) to the contrary, make the amount Borrower, in the case of its Swing Line Loan available a Revolving Credit Loan, covenants and agrees to be liable for all sums either: (A) advanced in accordance with the written instructions of a Responsible Officer or (B) credited to the Borrower. ’s demand deposit account with the Lender in accordance with the written instructions of a Responsible Officer. (d) All Revolving Credit Loans shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, in no event shall there be more than three (3) Tranches outstanding at any time. (e) Notwithstanding anything any provision of this Section 2.03 to the contrary contained contrary, in no event shall the Lender be obligated, nor shall the Borrower knowingly request the Lender, to make any Revolving Credit Loan upon the occurrence of a Default or an Event of Default. (f) The Borrower may elect, from time to time, to (i) Convert any LIBOR Rate Loan to a Base Rate Loan or (ii) Convert a Base Rate Loan to a LIBOR Rate Loan, by giving the Lender at least three (3) Business Days’ prior irrevocable notice of such election (a “Notice of Conversion/Continuation”), provided, that any such Notice of Conversion provided with respect to a LIBOR Rate Loan shall only be effective as of the end of any applicable LIBOR Interest Period. All or any part of any outstanding LIBOR Rate Loans and Base Rate Loans may be Converted as provided herein, provided, that (A) no Event of Default has occurred and is continuing, (B) any such Conversion may only be made if, after giving effect thereto, Section 2.02(d) of this Section 2.04 or elsewhere Agreement shall not have been contravened, and (C) no Base Rate Loan may be Converted into a LIBOR Rate Loan after the date that is one month prior to the Revolving Credit Maturity Date. (g) Any LIBOR Rate Loan may be Continued as such upon the expiration of the then current LIBOR Interest Period with respect thereto by the Borrower giving a Notice of Conversion/Continuation to the Lender, in accordance with the terms and conditions of this Agreement, of the Swing Line Lender shall not length of the next LIBOR Interest Period to be obligated applicable to make such LIBOR Rate Loan, provided, that no LIBOR Rate Loan may be Continued (i) upon the occurrence and continuation of an Event of Default, (ii) any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (such Continuation may only be made if, after giving effect thereto, Section 2.02(d) of this Agreement shall not have been contravened or (iii) after the date that is one month prior to Section 2.17(a)(iv)) the Revolving Credit Maturity Date, and provided, further, that if the Borrower shall fail to give such notice or with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in any particular LIBOR Rate Loan, if such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory Continuation with respect to the Swing Line Lender any particular LIBOR Loan is not permitted pursuant to supportthis Section 2.03, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share LIBOR Loan shall be automatically converted to a Base Rate Loan on the last day of the outstanding Swing Line Loanssuch then expiring LIBOR Interest Period.