Common use of Borrowing Procedures Clause in Contracts

Borrowing Procedures. Each Swing Line Borrowing shall be made upon a Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone or written Swing Line Loan Notice; provided that each such telephonic notice must be confirmed promptly by delivery to the Swing Line 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 Swing 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 Lenders of any Swing Line Loan Notice (by telephone or in writing), the Swing Line 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 Lenders will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line 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. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line 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 4.03 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will not later than 4:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line 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 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 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 At any time an Auto Borrow Agreement is not in effect, each Borrowing of Swing Line Borrowing Loans shall be made upon a the Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by (A) telephone or written (B) a Swing Line Loan Notice; provided that each such any telephonic notice must be confirmed promptly by delivery to the Swing Line Lenders Lender 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 Swing Line Loan Notice must be received by the Swing Line Lenders Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $1,000,000 (or an 100,000 and integral multiple multiples 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 Lenders Lender of any Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Borrowing Loans (A) directing the Swing Line Lenders 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 4.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line 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 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 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 Swingline Borrowing shall be made upon a the Borrower’s irrevocable notice to the applicable Swing Line Swingline Lender and the Administrative Agent, which may be given by telephone or written Swing Line Loan Notice; provided that each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lenders and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of that Borrowertelephone. Each such notice must be received by the Swing Line Lenders and the Administrative Agent Swingline Lender not later than 1:00 p.m. 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 amount to be borrowed, which shall be a minimum of $1,000,000 (100,000 or an integral a whole multiple of $100,000 10,000 in excess thereof), thereof and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lenders Swingline Lender of any Swing Line telephonic Swingline Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date within one hour of the proposed Swing Line Borrower’s notice requesting a Swingline Borrowing (A) directing the Swing Line Lenders 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 4.03 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 Lenders will Swingline Lender will, promptly by in any event not later than 4:00 2:00 p.m. on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to that Borrower. Notwithstanding anything to the contrary contained Borrower in this Section 2.04 or elsewhere in this Agreement, the Swing Line 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 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 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 Lendersimmediately available funds.

Borrowing Procedures. Each (i) At any time an Autoborrow Agreement is not in effect, each Borrowing of Swing Line Borrowing Loans shall be made upon a the Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by (A) telephone or written (B) by a Swing Line Loan Notice; provided that each such any telephonic notice must be confirmed promptly by delivery to the Swing Line Lenders Lender 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 Swing Line Loan Notice must be received by the Swing Line Lenders Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $1,000,000 (or an 100,000 and integral multiple multiples 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 Lenders Lender of any Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Borrowing Loans (A) directing the Swing Line Lenders 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 4.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line 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 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 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 a the Lead Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by by: (A) telephone or written (B) a Swing Line Loan Notice; provided that each any telephonic notice must be confirmed immediately 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. (or such later time on such date acceptable to the Swing Line Lender) on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $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 Lenders Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of that the Lead Borrower. Each such notice must be received by the Swing 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 Lenders Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lenders 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 4.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, Lead Borrower at its office by crediting the account of the Lead Borrower on the books of the Swing Line 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 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 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 Lendersimmediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon a the Borrower’s irrevocable notice to the applicable Swing Line Lender Lenders and the Administrative Agent, which may be given by telephone or written telephone. Each such notice must be received by the Swing Line Loan Notice; provided that each Lenders and the Administrative Agent not later than 2:00 p.m. 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 amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lenders and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of that the Borrower. Each such notice must be received by the Swing 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 Lenders of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line 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 Lenders will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line 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. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line 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 4.03 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will will, not later than 4:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its their Swing Line Loan available to that the Borrower. Notwithstanding anything to Unless otherwise agreed among the contrary contained in this Section 2.04 or elsewhere in this AgreementSwing Line Lenders, each Swing Line Loan shall be made by the Swing Line Lenders shall not be obligated to make any ratably in accordance with their respective Swing Line Loan at a time when a Participating Revolving Credit Lender is a Defaulting Lender unless the Swing Line 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 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 LendersCommitments.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon a Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone or written Swing Line Loan Notice; provided that each such telephonic notice must be confirmed promptly by delivery to the Swing Line 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 Swing 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 applicable Swing Line Lenders of any Swing Line Loan Notice (by telephone or in writing), the Swing Line 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 Lenders will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line 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. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line 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 4.03 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will not later than 4:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line 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 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 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 Borrowing of Swing Line Borrowing Loans shall be made upon a Borrowerthe Borrower Representative’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by (x) telephone or written (y) a Swing Line Loan Notice; provided that each such any telephonic notice must be confirmed promptly by delivery to the Swing Line Lenders Lender 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 Swing Line Loan Notice must be received by the Swing Line Lenders Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $1,000,000 (or an integral multiple of $100,000 in excess thereof)100,000, and (ii) the requested borrowing date, which shall be a Business DayDay and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line Loan. Promptly after receipt by the Swing Line Lenders Lender of any Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Borrowing Loans (A) directing the Swing Line Lenders 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 4.03 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line 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 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 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 LendersBorrower.

Borrowing Procedures. Each Borrowing of Swing Line Borrowing Loans shall be made upon a the Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by (A) telephone (and promptly confirmed in writing) or written (B) a Swing Line Loan Notice; provided that each such telephonic notice must be confirmed promptly by delivery to the Swing Line 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 Swing Line Lenders Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $1,000,000 (or an 100,000 and integral multiple multiples of $100,000 in excess thereof), and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Promptly after receipt by the Swing Line Lenders Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Borrowing Loans (A) directing the Swing Line Lenders 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 4.03 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that the Borrower at its office by either, at the option of the Borrower. Notwithstanding anything to , 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 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 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)) in immediately available funds or by wire transfer of such funds in accordance 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 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 instructions provided by the Swing Line LendersBorrower.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon a the Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone or written (provided that such telephonic notice complies with the informational requirements of the form of Swing Line Loan Notice; provided that each Notice attached hereto as Exhibit B). Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $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 Lenders Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of that the Borrower. Each such notice must be received by the Swing 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 Lenders Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 5:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lenders 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 4.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 6:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, Borrower at its office by crediting the account of the Borrower on the books of the Swing Line 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 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 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 Lendersimmediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon a the Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by (A) telephone or written (B) by a Swing Line Loan Notice; provided that each such any telephonic notice must be confirmed promptly by delivery to the Swing Line Lenders Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of that Borrower. Each such Swing Line Loan notice must be received by the Swing Line Lenders Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $1,000,000 100,000 (or and any amount in excess thereof shall be in an integral multiple of $100,000 in excess thereof25,000), and (ii) the requested borrowing date, which shall be a Business DayDay and (iii) the amount of Swing Line Loans to be incurred under the 2018 Revolving Credit Tranche and the 2020 Revolving Credit Tranche, respectively (which, as provided in the immediately preceding clause (a), shall be allocated on a pro rata basis based on the amount of 2018 Revolving Credit Commitments and 2020 Revolving Credit Commitments outstanding at such time). Promptly after receipt by the Swing Line Lenders Lender of any Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lenders 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 4.03 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that Borrower. Notwithstanding anything the Borrower either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line 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 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 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 Administrative Agent by the Swing Line LendersBorrower.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon a the Parent Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice(A) telephone or written (B) by a Swing Line Loan Notice; provided that each any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $500,000 and whole multiples of $100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lenders Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of that the Parent Borrower. Each such notice must be received by the Swing 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 Lenders Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Facility Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lenders 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 4.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that the Parent Borrower. Notwithstanding anything to , including at its office by crediting the contrary contained in this Section 2.04 or elsewhere in this Agreement, account of the Parent Borrower on the books of the Swing Line 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 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 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 Lendersimmediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon a Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone (A) telephone, or written (B) a Swing Line Loan Notice; provided that each such any telephonic notice must be confirmed promptly by delivery to the Swing Line Lenders Lender 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 Swing Line Loan Notice must be received by the Swing Line Lenders Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $1,000,000 (with respect to Swing Line Loans denominated in Dollars) or an integral multiple of $100,000 C$1,000,000 (with respect to Swing Line Loans denominated in excess thereofCanadian Dollars), and (ii) whether such Swing Line Loan is a Base Rate Loan, a Canadian Prime Rate Loan or a Eurocurrency Rate Loan (and if a Eurocurrency Rate Loan, either (x) the applicable Interest Period thereof or (y) that the daily floating Eurocurrency Rate provided in clause (b) of the definition thereof shall apply), (iii) the requested borrowing date, which shall be a Business DayDay and (iv) the currency of the Swing Line Loan to be borrowed. Promptly after receipt by the Swing Line Lenders Lender of any Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lenders Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that it believes in good faith that one or more of the applicable conditions specified in Section 4.03 4.02 is not then satisfied, specifying in reasonable detail the relevant condition or conditions not then satisfied and the basis for such assertion, and such condition or conditions, as applicable, remain unsatisfied on such requested date of issuance or amendment, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 p.m. 3:00 p.m., in the case of any Swing Line Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Swing Line Loan in Canadian Dollars, in each case on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that such Borrower. Notwithstanding anything , at such Borrower’s election, either by (i) crediting the account of such Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to the contrary contained Administrative Agent by such Borrower as set forth in this Section 2.04 or elsewhere in this Agreement, the Swing Line 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 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 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 LendersNotice.

Borrowing Procedures. Each Swing Line Swingline Borrowing shall be made upon a the Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative AgentSwingline Lender, which may be given by telephone or written Swing Line Loan Notice; provided that each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lenders and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of that Borrowertelephone. Each such notice must be received by the Swing Line Lenders and the Administrative Agent Swingline Lender not later than 1:00 p.m. on the requested borrowing date date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $1,000,000 (or in an aggregate amount that is an integral multiple of $100,000 in excess thereof)the Borrowing Multiple and not less than the Borrowing Minimum, and (ii) the requested borrowing date, which shall be a Business DayDay and (iii) the maturity date of the requested Swingline Loan which shall be not later than seven Business Days after the making of such Swingline Loan. Each such telephonic notice must be confirmed promptly by hand delivery or facsimile (or transmitted by electronic communication, if arrangements for doing so have been approved by the Swingline Lender and the Administrative Agent) of a written Swingline Loan Notice to the Swingline Lender and the Administrative Agent, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lenders Swingline Lender of any Swing Line telephonic Swingline Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice andSwingline Lender will, if not, the Swing Line Lenders will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line 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. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lenders not it is willing to make such Swing Line the requested 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) and provided that one or more of the all applicable conditions specified in Section 4.03 is not then satisfied4.2 are satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lenders will not later than 4:00 3:00 p.m. on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to that Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, Borrower by crediting the Swing Line 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 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 Lenders to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share account of the outstanding Swing Line Loans. A Borrower shall repay to maintained with 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 Swingline Lender and notify the Swing Line LendersAdministrative Agent thereof in writing.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon a the relevant Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone or written other means agreed upon by the relevant Borrower, the Administrative Agent and the Swing Line Loan Notice; provided that each Lender. Each such notice must be received by such Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of (A) in the case of Swing Line Loans denominated in Dollars, $100,000, (ii) in the case of Swing Line Loans denominated in Euro, €100,000, or (iii) in the case of Swing Line Loans designated in any other Alternative Currency, the applicable Alternative Currency Equivalent of $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 Lenders Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of that the relevant Borrower. Each such notice must be received by the Swing 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 such Swing Line Lenders Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the such Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lenders have 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 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the such Swing Line Lenders 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 4.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the applicable Swing Line Lenders will Lender will, not later than 4:00 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 relevant Borrower by wire transfer or elsewhere in this Agreement, by crediting the Swing Line 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 account of such Borrower on the Swing Line 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 books of such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line 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 LendersLender in Same Day Funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon a the Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone or written telephone. Each such notice must be received by the Swing Line Loan Notice; provided that each Lender and the Administrative Agent not later than 3:00 p.m. on the requested borrowing date or such later time on the requested borrowing date as may be approved by the Swing Line Lender in its sole discretion, and shall specify (i) the amount to be borrowed, which shall be a minimum 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 Lenders Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of that the Borrower. Each such notice must be received by the Swing 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 Lenders Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have 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 3:30 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lenders Lender 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(a), or (B) that one or more of the applicable conditions specified in Section 4.03 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line 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 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 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 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 Borrower’s irrevocable Swing Line Borrowing, the 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 Administrative Agent, which may be given by telephone or written Agent a duly completed Borrowing Request not later than 2:00 p.m. (Standard Time) on the day of the proposed Swing Line Loan Notice; provided that each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lenders and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of that BorrowerBorrowing. Each such notice must Borrowing Request shall be received irrevocable, shall be signed by or on behalf of the Swing Line Lenders and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date Borrower and shall specify the following information: (i) the date of such Swing Line Borrowing (which shall be a Business Day); and (ii) the amount to be borrowedof such Swing Line Borrowing, which shall be a minimum of $1,000,000 (or an integral multiple of $100,000 100,000, except as otherwise set forth in excess thereof), and (ii) the requested borrowing date, which shall be a Business Dayany AutoBorrow Agreement. Promptly after receipt by the Swing Line Lenders Lender of any Swing Line Loan Notice (by telephone or in writing)Borrowing Request, the Swing Line Lenders Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice Borrowing Request and, if not, the Swing Line Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have 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. (Standard Time) on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lenders 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(a2.22(a), or (B) that one or more of the applicable conditions specified in Section 4.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 3:00 p.m. (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 Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds. If an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that Borrower. Notwithstanding anything to any of the contrary contained in terms of this Section 2.04 or elsewhere in this 2.22 conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each Lender shall have the obligation to purchase and fund risk participations in the Swing Line Lenders shall not be obligated Loans and to make any refinance Swing Line Loan at a time when a Participating Revolving Credit Lender is a Defaulting Lender unless the Swing Line 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 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 Lendersas provided herein.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon a the Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone or written telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested borrowing date, which shall be a Business Day; provided that, if the Revolving Credit Exposure shall be less than Fifty Million Dollars ($50,000,000), no Swing Line Loan Notice; provided Notice shall be required to the extent that each funding of Swing Loans is administered through an automated cash management system with the Swing Line Lender. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lenders Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of that the Borrower. Each such notice must be received by the Swing 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 Lenders Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lenders 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 4.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line 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 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 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 a Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by (A) telephone or written (B) a Swing Line Loan Notice; provided that each such any telephonic notice must be confirmed promptly by delivery to the Swing Line Lenders Lender 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 Swing Line Loan Notice must be received by the Swing Line Lenders Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date 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)500,000, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lenders Lender of any Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lenders 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 4.03 Article VI is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line 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 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 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 Subject to the terms of any Auto Borrow Agreement, each Borrowing of Swing Line Borrowing Loans shall be made upon a the Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by (A) telephone or written (B) by a Swing Line Loan Notice; provided that each such any telephonic notice must be confirmed promptly by delivery to the Swing Line Lenders Lender 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 Swing Line Lenders Lender and the Administrative Agent not later than 1:00 2:00 p.m. on the requested borrowing date date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $1,000,000 (or an integral multiple of $100,000 in excess thereof)100,000, and (ii) the requested borrowing date, which shall be a Business DayDay and (iii) whether such Swing Line Loan shall be a Base Rate Loan or a Quoted Rate Swing Line Loan. Promptly after receipt by the Swing Line Lenders Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have 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. on the date of the proposed Borrowing of Swing Line Borrowing Loans (A) directing the Swing Line Lenders 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 4.03 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line 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 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 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 Borrowing of Swing Line Borrowing Loans shall be made upon a the Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone or written a Swing Line Loan Notice; provided that each such any telephonic notice must be confirmed promptly immediately by delivery to the Swing Line Lenders Lender 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 Swing Line Loan Notice must be received by the Swing Line Lenders Lender and the Administrative Agent not later than 1:00 3:00 p.m. on the requested borrowing date date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $1,000,000 (or an 100,000 and integral multiple multiples of $100,000 in excess thereof), and (ii) the requested borrowing date, which shall be a Business Day, and (iii) the Type of Swing Line Loans to be borrowed. Promptly after receipt by the Swing Line Lenders Lender of any Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have 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 3:30 p.m. on the date of the proposed Borrowing of Swing Line Borrowing Loans (A) directing the Swing Line Lenders 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 4.03 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line 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 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 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 In order to effect a Loan under the Revolving Credit Facility, an authorized officer of each of the Borrowers shall be made upon a Borrower’s give Agent irrevocable written notice (in form and substance acceptable to the applicable Swing Line Lender and the Administrative Agent, which may be given ) or irrevocable telephone notice (immediately confirmed by telephone or such written Swing Line Loan Notice; provided that each such telephonic notice must be confirmed promptly by delivery to the Swing Line 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 Swing Line Lenders and the Administrative Agent facsimile) not later than 1:00 p.m. 11:00 a.m., Chicago time, on the requested borrowing date and shall specify (i) the amount to be borrowed, which shall be a minimum proposed borrowing date in the case of $1,000,000 (or an integral multiple of $100,000 in excess thereof), Prime Rate Loans and (ii) the requested second Business Day prior to the proposed borrowing date, date in the case of LIBOR Loans (the “Notice of Borrowing”). Borrowers hereby authorize Agent and each Lender to extend advances and make Loans to Borrowers based on written or telephone notice from an authorized officer of Borrowers. Each Notice of Borrowing shall specify the principal amount of the Loan to be made pursuant to such borrowing and the date of such borrowing (which shall be a Business Day), that the Loans are under the Revolving Credit Facility, whether the Loans being made pursuant to such borrowing are to be maintained as Prime Rate Loans or LIBOR Loans and, if LIBOR Loans, the initial Interest Period to be applicable thereto. Promptly after receipt by the Swing Line Lenders of any Swing Line Loan Notice (by telephone or in writing)such request, the Swing Line 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 Lenders will notify the Administrative Agent (by telephone or in writing) of the contents shall advise each Lender thereof. Unless the Swing Line 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. 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 Lenders 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 4.03 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will not later than 4:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line 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 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)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 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 Lendersrequested borrowing date.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon a the Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone or written telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $500,000 or, in the case of a Swing Line Loan Notice; provided that each used to reimburse an L/C Borrowing, the amount of such L/C Borrowing, 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 Lenders Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of that the Borrower. Each such notice must be received by the Swing 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 Lenders Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have 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. 12:00 noon on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lenders 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 4.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 2:30 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, Borrower at its office by crediting the account of the Borrower on the books of the Swing Line 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 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 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 Lendersimmediately available funds.

Borrowing Procedures. Each At any time an Autoborrow Agreement is not in effect, each Swing Line Borrowing and each conversion of Swing Line Loans from one Type to the other shall be made upon a the Revolving Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by by: (A) telephone or written (B) a Swing Line Loan Notice; provided that each such any telephonic notice must be confirmed promptly immediately by delivery to the Swing Line Lenders Swingline Lender 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 Swing Line Loan Notice must be received by the Swing Line Lenders Lender and the Administrative Agent not later than 1:00 2:00 p.m. 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 shall specify (ix) the amount to be borrowed, which shall be a minimum of $1,000,000 500,000, (or an integral multiple of $100,000 in excess thereof), and (iiy) the requested borrowing date, which shall be a Business Day, and (z) the Type of Swing Line Loan to be borrowed or to which existing Swing Line Loans are to be converted. Promptly after receipt by the Swing Line Lenders Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have 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. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lenders 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 4.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lenders shall not be obligated to make any Swing Line Loan Revolving Borrower at a time when a Participating Revolving Credit Lender is a Defaulting Lender unless the Swing Line 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 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 Revolving Borrower on the books of the Swing Line Lenders Lender in immediately available funds. If the Revolving Borrower fails 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 provide a timely Swing Line Loan promptly following demand by Notice requesting a conversion of Eurodollar Rate Loans to Base Rate Loans, such Loans shall continue as Eurodollar Rate Loans. If the Revolving Borrower fails to specify a Type of Swing Line LendersLoan in a Swing Line Loan Notice, then the applicable Swing Line Loan shall be made as a Eurodollar Rate Loan.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon a the applicable Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given Agent by telephone or written delivery of a Swing Line Loan Notice; provided that each such telephonic notice must be confirmed promptly by delivery to the Swing Line 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 Swing Line Lenders Lender and the Administrative Agent not later than 1:00 p.m. P.M. on the requested borrowing date (or, in the case of any Alternative Currency Swing Line Loan, 1:00 P.M. on the Business Day immediately prior to the requested borrowing date, and shall specify (i) the applicable Revolving Credit Facility and the amount to be borrowed, which shall be a minimum of $1,000,000 (100,000, €100,000 or an integral multiple of $100,000 in excess thereof)£100,000, as applicable, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lenders of any Swing Line Loan Notice (by telephone or in writing), the Swing Line Lenders will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received Each such Swing Line Loan Notice and, if not, must be in writing and transmitted via facsimile to the Swing Line Lenders will notify Lender and the Administrative Agent (Agent, appropriately completed and signed by telephone or in writing) a Responsible Officer of the contents thereofUS Borrower or the European Borrower, as applicable. Unless the Swing Line Lenders have 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. (or, in the case of any Alternative Currency Swing Line Loan, at such time as may be specified by the Administrative Agent to the US Borrower or European Borrower, as applicable) on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lenders 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 4.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 p.m. 3:00 P.M. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that the US Borrower or the European Borrower. Notwithstanding anything to , as applicable, 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 the Swing Line 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 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 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 LendersSame Day Funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon a the Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given (A) by telephone or written (B) by a Swing Line Loan Notice; provided that each such any telephonic notice must be confirmed promptly by delivery to the Swing Line Lenders Lender and the Administrative Agent of a written Swing Line Loan Notice, Notice appropriately signed and completed and signed by a Responsible Officer of that BorrowerOfficer. Each such Such notice must be received by the Swing Line Lenders Lender and the Administrative Agent not later than 1:00 p.m. (or such later time as may be agreed by the Swing Line Lender) on the requested borrowing date 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)100,000, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lenders Lender of any Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lenders Lender 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(a)2.04, or (B) that one or more of the applicable conditions specified in Section 4.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, Borrower at its office by crediting the account of the Borrower on the books of the Swing Line 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 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 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 Lendersimmediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon a Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $1,000,000 (with respect to Swing Line Loans denominated in Dollars) or written C$1,000,000 (with respect to Swing Line Loans denominated in Canadian Dollars), (ii) whether such Swing Line Loan Notice; is a Base Rate Loan, a Canadian Prime Rate Loan or a Eurocurrency Rate Loan (and if a Eurocurrency Rate Loan, either (x) the applicable Interest Period thereof or (y) that the daily floating Eurocurrency Rate provided that each in clause (b) of the definition thereof shall apply), (iii) the requested borrowing date, which shall be a Business Day and (iv) the currency of the Swing Line Loan to be borrowed. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lenders Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of that such Borrower. Each such notice must be received by the Swing 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 Lenders Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lenders Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that it believes in good faith that one or more of the applicable conditions specified in Section 4.03 4.02 is not then satisfied, specifying in reasonable detail the relevant condition or conditions not then satisfied and the basis for such assertion, and such condition or conditions, as applicable, remain unsatisfied on such requested date of issuance or amendment, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 p.m. 3:00 p.m., in the case of any Swing Line Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Swing Line Loan in Canadian Dollars, in each case on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that such Borrower. Notwithstanding anything , at such Borrower’s election, either by (i) crediting the account of such Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to the contrary contained Administrative Agent by such Borrower as set forth in this Section 2.04 or elsewhere in this Agreement, the Swing Line 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 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 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 LendersNotice.

Borrowing Procedures. Each Borrowing of Swing Line Borrowing Loans shall be made upon a the Parent Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by (A) telephone or written (B) a Swing Line Loan Notice; provided that provided, that, each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lenders Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of that the Parent Borrower. Each such notice Swing Line Loan Notice must be received by the Swing Line Lenders Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $1,000,000 (or an 100,000 and in integral multiple multiples of $100,000 in excess thereof), thereof and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lenders Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Borrowing Loans (A) directing the Swing Line Lenders 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 4.03 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that the Parent Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line 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 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 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 a Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone or written Swing Line Loan Notice; provided that each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lenders Lender 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 Swing Line Lenders Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date and shall specify (i) the amount to be borrowed, which shall be a minimum of $1,000,000 (or and any amount in excess of $1,000,000 shall be an integral multiple of $100,000 in excess thereof), 100,000) and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lenders Lender of any Swing Line Loan Notice (by telephone or in writing), the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lenders 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 4.03 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lenders 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 Swing Line Lenders have 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)) 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 Lenders Lender 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 Lender 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 LendersLender.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon a the Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone or written telephone. Each such notice must be received by the Swing Line Loan Notice; provided that each Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $1,000,000 (ii) the requested borrowing date, which shall be a Business Day and (iii) the account of the 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 Lenders Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of that the Borrower. Each such notice must be received by the Swing 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 Lenders Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the such proposed Swing Line Borrowing (A) directing the Swing Line Lenders 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 4.03 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line 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 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 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 a Borrowerthe Company’s irrevocable notice to the applicable Swing Line Lender Bank and the Administrative Agent, which may be given by telephone or written Swing Line Loan Notice; provided that each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lenders and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of that Borrowertelephone. Each such notice must be received by the Swing Line Lenders Bank and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date 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)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 Bank and the Agent of a written notice (a “Notice of Swing Line Borrowing”) substantially in the form of Exhibit B-3 hereto (or such other form as may be approved by the Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Agent)), appropriately completed and signed by a Responsible Officer of the Company. Promptly after receipt by the Swing Line Lenders Bank of any telephonic Notice of Swing Line Loan Notice (by telephone or in writing)Borrowing, the Swing Line Lenders Bank 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 Lenders Bank will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Bank has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit LenderBank) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (Ax) directing the Swing Line Lenders Bank not to make such Swing Line Loan Advance as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a‎Section 2.19(a), or (By) that one or more of the applicable conditions specified in Section 4.03 ‎Article 3 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Bank will, not later than 4:00 3:00 p.m. on the borrowing date specified in such Notice of Swing Line Loan NoticeBorrowing, make the amount of its Swing Line Loan Advance available to that Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lenders shall not be obligated to make any Swing Line Loan Company at a time when a Participating Revolving Credit Lender is a Defaulting Lender unless the Swing Line 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 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 Lendersits Payment Office for Dollars.

Borrowing Procedures. Each Borrowing of Swing Line Borrowing Loans shall be made upon a Borrowerthe Borrower Representative’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by (x) telephone or written (y) a Swing Line Loan Notice; provided that each such any telephonic notice must be confirmed promptly by delivery to the Swing Line Lenders Lender 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 Swing Line Loan Notice must be received by the Swing Line Lenders Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $1,000,000 (or an integral multiple of $100,000 in excess thereof)100,000, and (ii) the requested borrowing date, which shall be a Business DayDay and (iii) the Borrower that will receive the proceeds of such Swing Line Loan. Promptly after receipt by the Swing Line Lenders Lender of any Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Borrowing Loans (A) directing the Swing Line Lenders 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 4.03 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line 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 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 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 LendersBorrower.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon a the Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative AgentLender, which may be given by telephone or written a Swing Line Loan Notice; provided that each such telephonic notice must be confirmed promptly by delivery to the Swing Line 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 Swing Line Lenders and the Administrative Agent Lender not later than 1:00 p.m. 2:30 p.m., New York time, on the requested borrowing Borrowing date and shall specify (ia) 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 (iib) the requested borrowing Borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lenders of any Swing Line Loan Notice (by telephone or in writing), the Swing Line 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 Lenders will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have 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. 3:00 p.m., New York time, on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lenders 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(a2.04(1), or (B) that one or more of the applicable conditions specified in Section 4.03 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 p.m. 3:30 p.m., New York time, on the borrowing Borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lenders 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 Swing Line Lenders have 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)(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 Lenders Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share Applicable Percentage 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 Loan shall be made upon a Borrower’s the Borrowers’ irrevocable notice to the applicable Swing Line Lender and Administrative Agent (a “Swing Line Loan Notice”), which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative AgentAgent not later than 11:00 a.m. Houston, Texas time on the requested borrowing date, and shall specify (i) the amount to be borrowed and (ii) the requested borrowing date, which shall be a Business Day. The Borrowers shall pay to the Swing Line Lender the aggregate outstanding principal amount of all Swing Line Loans on the last Business Day of each calendar month (which payment may be given by telephone or written Swing Line made with a Loan Notice; as provided that each in Section 2.09(c)(i) below) (the “Repayment Date”), which Repayment Date shall in no event be later than the Maturity Date. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lenders Lender 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 Swing 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 DayOfficer. Promptly after receipt by the Swing Line Lenders Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have 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. 11:00 a.m. Houston, Texas time on the date of the proposed Swing Line Borrowing Loan (A) directing the Swing Line Lenders Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.09(a), or (B) that one or more of the applicable conditions specified in Section 4.03 6.01 hereof is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will not later than 4:00 p.m. Lender will, promptly on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line 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 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 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 LendersBorrowers.

Borrowing Procedures. Each Borrowing of Swing Line Borrowing Loans shall be made upon a the Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone or written telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, (ii) the requested borrowing date, which shall be a Business Day and (iii) whether such Swing Line Loan Notice; provided that each shall be a Base Rate Loan or a Quoted Rate Swing Line Loan. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lenders Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of that the Borrower. Each such notice must be received by the Swing 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 Lenders Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have 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. on the date of the proposed Borrowing of Swing Line Borrowing Loans (A) directing the Swing Line Lenders 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 4.03 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line 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 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 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 a the Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone or written Swing Line Loan Notice; provided that each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lenders and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of that Borrowertelephone. Each such notice must be received by the Swing Line Lenders Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date and shall specify (i) the amount to be borrowed, which shall be a minimum of $1,000,000 250,000 (or and any amount in excess of $250,000 shall be an integral multiple of $100,000 in excess thereof100,000), and (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 Swing Line Borrowing. 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 managing director A (directeur A) and a managing director B (directeur B) jointly or two managing directors B jointly of the Borrower. Promptly after receipt by the Swing Line Lenders Lender of any Swing Line Loan Notice (by telephone or in writing), the Swing Line Lenders Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such the Swing Line Loan Notice and, if not, the Swing Line Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lenders 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 4.03 4.02 is not then satisfiedsatisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 5:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lenders 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 Swing Line Lenders have Lender has entered into arrangements reasonably satisfactory to it and the applicable 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 Lenders Lender 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 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 a Borrowerthe Company’s irrevocable notice to the applicable Revolving Swing Line Lender and the Administrative Agent, which may be given by (A) telephone or written (B) by a Revolving Swing Line Loan Notice; provided that each such any telephonic notice must be confirmed promptly immediately by delivery to the Revolving Swing Line Lenders Lender and the Administrative Agent of a written Revolving Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of that Borrower. Each such notice Revolving Swing Line Loan Notice must be received by the Revolving Swing Line Lenders Lender and the Administrative Agent not later than 1:00 p.m. 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 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 DayDay and (iii) the Type of Revolving Swing Line Loan to be borrowed or to which existing Revolving Swing Line Loans are to be converted. Promptly after receipt by the Revolving Swing Line Lenders Lender of any Revolving Swing Line Loan Notice (by telephone or in writing)Notice, the Revolving Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Revolving Swing Line Lenders have Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Revolving Swing Line Borrowing (A) directing the Revolving Swing Line Lenders 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 4.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Revolving Swing Line Lenders will Lender will, not later than 4:00 3:00 p.m. on the borrowing date specified in such Revolving Swing Line Loan Notice, make the amount of its Revolving Swing Line Loan available to that Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, Company at its office by crediting the account of the Company on the books of the Revolving Swing Line Lenders shall not be obligated Lender 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 Participating Type of Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lenders have entered into arrangements reasonably satisfactory to it and Loan in a Revolving Swing Line Loan Notice, then the applicable Borrower to eliminate the 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 Lenders 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 Loans. A Borrower Loans shall repay be deemed to be the amount of the Revolving Swing Line Lenders each Defaulting Lender’s portion (after giving effect to Section 2.17(a)(iv)) Sublimit. For purposes of each any Revolving Swing Line Loan promptly following demand by the 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 LendersLender hereunder.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon a the applicable Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given Agent by telephone or written delivery of a Swing Line Loan Notice; provided that each such telephonic notice must be confirmed promptly by delivery to the Swing Line 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 Swing Line Lenders Lender and the Administrative Agent not later than 1:00 p.m. P.M. on the requested borrowing date (or, in the case of any Alternative Currency Swing Line Loan, not later than 1:00 P.M. (London time) on the requested borrowing date), and shall specify (i) the applicable Revolving Credit Facility and the amount to be borrowed, which shall be a minimum of $1,000,000 (100,000, €100,000 or an integral multiple of $100,000 in excess thereof)£100,000, as applicable, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lenders of any Swing Line Loan Notice (by telephone or in writing), the Swing Line Lenders will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received Each such Swing Line Loan Notice and, if not, must be in writing and transmitted via facsimile to the Swing Line Lenders will notify Lender and the Administrative Agent (Agent, appropriately completed and signed by telephone or in writing) a Responsible Officer of the contents thereofUS Borrower or the European Borrower, as applicable. Unless the Swing Line Lenders have 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. (or, in the case of any Alternative Currency Swing Line Loan, at such time as may be specified by the Administrative Agent to the US Borrower or European Borrower, as applicable) on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lenders 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 4.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 p.m. 3:00 P.M. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that the US Borrower or the European Borrower. Notwithstanding anything to , as applicable, 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 the Swing Line 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 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 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 LendersSame Day Funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon a the Lead Borrower’s irrevocable written notice to the applicable Swing Line Lender and the Administrative Agent, Agent (which may be given by telephone delivered through Agent’s electronic platform or written Swing Line Loan Notice; provided that each such telephonic notice must be confirmed promptly by delivery portal) prior to the Swing Line Lenders and time specified in the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of that Borrowerimmediately succeeding sentence. Each such notice must be received by the Swing Line Lenders Lender and the Administrative Agent not later than 1:00 p.m. (New York Time) on the requested borrowing date date, and shall specify (iA) the amount to be borrowed, which shall be a minimum of $1,000,000 (or an integral multiple of $100,000 in excess thereof), and (iiB) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lenders Lender of any Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. (New York Time) on the date of the proposed Swing Line Borrowing (A1) directing the Swing Line Lenders Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B2) that one or more of the applicable conditions specified in Section 4.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 1:00 p.m. (New York Time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that the applicable Borrower. Notwithstanding anything All Borrowing requests which are not made on-line via the Administrative Agent’s electronic platform or portal shall be subject to (and unless the contrary contained Administrative Agent elects otherwise in this Section 2.04 or elsewhere in this Agreementthe exercise of its sole discretion, the Swing Line Lenders such Borrowings shall not be obligated to make any Swing Line Loan at a time when a Participating Revolving Credit Lender is a Defaulting Lender unless made until the Swing Line Lenders have entered into arrangements reasonably satisfactory to it and completion of) the applicable Borrower to eliminate the Swing Line LenderAdministrative Agent’s Fronting Exposure authentication process (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 results satisfactory to the Swing Line Lenders to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans. A Borrower shall repay Administrative Agent) prior to the Swing Line Lenders each Defaulting Lender’s portion (after giving effect to Section 2.17(a)(iv)) funding of each Swing Line Loan promptly following demand by the Swing Line Lendersany such requested Revolving Credit Loan.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon a the Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone or written telephone. Each such notice must be received by the Swing Line Loan Notice; provided that each Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date or such later time on the requested borrowing date as may be approved by the Swing Line Lender in its sole discretion, and shall specify (i) the amount to be borrowed, which shall be a minimum 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 Lenders Lender 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 Swing 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 DayOfficer. Promptly after receipt by the Swing Line Lenders Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lenders 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 4.03 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line 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 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 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 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 a Borrowerthe Company’s irrevocable notice to the applicable Used Vehicle Swing Line Lender and the Administrative Agent, which may be given by (A) telephone or written (B) by a Used Vehicle Floorplan Swing Line Loan Notice; provided that each . Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lenders and the Administrative Agent of a written Used Vehicle Floorplan Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of that Borrower. Each such notice Notice must be received by the Used Vehicle Swing Line Lenders Lender and the Administrative Agent not later than 1:00 p.m. 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 amount to be borrowed, which shall be a minimum of $1,000,000 (or an integral multiple of $100,000 in excess thereof)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. Promptly after receipt by the Used Vehicle Swing Line Lenders Lender of any Used Vehicle Floorplan Swing Line Loan Notice (by telephone or in writing)Notice, the Used Vehicle Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Used Vehicle Swing Line Lenders have 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. on the date of the proposed Used Vehicle Floorplan Swing Line Borrowing (A) directing the Used Vehicle Swing Line Lenders 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 4.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Used Vehicle Swing Line Lenders will Lender will, not later than 4:00 3:00 p.m. on the borrowing date specified in such Used Vehicle Floorplan Swing Line Loan Notice, make the amount of its Used Vehicle Floorplan Swing Line Loan available to that Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, Company at its office by crediting the account of the Company on the books of the Used Vehicle Swing Line Lenders shall not be obligated Lender 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 Participating Revolving Credit Lender is a Defaulting Lender unless the Type of Used Vehicle Floorplan Swing Line Lenders have entered into arrangements reasonably satisfactory to it and Loan in a Used Vehicle Floorplan Swing Line Loan Notice, then the applicable Borrower to eliminate the Used Vehicle Floorplan 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 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 Lenders 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 a New Vehicle Floorplan Offset Agreement is in place and (ii) the Company may, once per calendar year and upon 30 days advance notice to the Administrative Agent and the Used Vehicle Floorplan Swing Line Lender and upon the payment to the Administrative Agent of a $10,000 fee (which fee may be waived in the sole discretion of the outstanding Administrative Agent), alternate (x) between having a Revolving Autoborrow Agreement, a Used Vehicle Autoborrow Agreement or a New Vehicle Floorplan Offset Agreement in place, or (y) between having a New Vehicle Floorplan Offset Agreement (with a New Vehicle Automated Sweep Agreement) or a New Vehicle Floorplan Offset Agreement (without a New Vehicle Automated Sweep Agreement) in place. At any time such a Used Vehicle Autoborrow Agreement is in effect, the requirements for Used Vehicle Floorplan Swing Line Borrowings set forth in the immediately preceding paragraph shall not apply, and all Used Vehicle Floorplan Swing Line Borrowings shall be made in accordance with the Used Vehicle Autoborrow Agreement, until the right to such Used Vehicle Floorplan Swing Line Borrowings is suspended or terminated hereunder or in accordance with the terms of the Used Vehicle Autoborrow Agreement. Solely for purposes of determining the availability of Used Vehicle Floorplan Committed Loans (other than Used Vehicle Floorplan Committed Loans used to refinance Used Vehicle Floorplan Swing Line Loans) and for determining the Total Used Vehicle Floorplan Outstandings in connection with Section 2.14, at any time during which a Used Vehicle Autoborrow Agreement is in effect, the Outstanding Amount of all Used Vehicle Floorplan Swing Line Loans shall be deemed to be the amount of the Used Vehicle Floorplan Swing Line Sublimit. A Borrower shall repay 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 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 LendersLender hereunder.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon a the Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone or written telephone. Each such notice must be received by the Swing Line Loan Notice; provided that each Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date or such later time on the requested borrowing date as may be approved by the Swing Line Lender in its sole discretion, and shall specify (i) the amount to be borrowed, which shall be a minimum 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 Lenders Lender 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 Swing 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 DayOfficer. Promptly after receipt by the Swing Line Lenders Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lenders Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso and the second provisos to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.03 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line 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 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 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 Swingline Borrowing shall be made upon a the Borrower’s 's irrevocable notice to the applicable Swing Line Swingline Lender and the Administrative Agent, which may be given by telephone or written Swing Line Loan Notice; provided that each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lenders and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of that Borrowertelephone. Each such notice must be received by the Swing Line Lenders and the Administrative Agent Swingline Lender not later than 1:00 p.m. 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 amount to be borrowed, which shall be a minimum of $1,000,000 (100,000 or an integral a whole multiple of $100,000 10,000 in excess thereof), thereof and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lenders Swingline Lender of any Swing Line telephonic Swingline Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date within one hour of the proposed Swing Line Borrower's notice requesting a Swingline Borrowing (A) directing the Swing Line Lenders 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 4.03 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 Lenders will Swingline Lender will, promptly by in any event not later than 4:00 2:00 p.m. on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to that Borrower. Notwithstanding anything to the contrary contained Borrower in this Section 2.04 or elsewhere in this Agreement, the Swing Line 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 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 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 Lendersimmediately available funds.

Borrowing Procedures. Each (1) Subject to Section 2.04(a), and at any time an Autoborrow Agreement is not in effect, each Borrowing of Swing Line Borrowing Loans shall be made upon a the Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by by: (A) telephone or written (B) a Swing Line Loan Notice; provided that each such any telephonic notice must be confirmed promptly immediately by delivery to the Swing Line Lenders Lender 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 Swing Line Loan Notice must be received by the Swing Line Lenders Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date 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)100,000, and (ii) the requested borrowing date, date of the Borrowing (which shall be a Business Day). Promptly after receipt by the Swing Line Lenders Lender of any Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lenders 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 4.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, Borrower at its office by crediting the account of the Borrower on the books of the Swing Line 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 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 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 Lendersimmediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon a Borrowerthe Company’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone or written by a Swing Line Loan Notice; provided that each such provided, that, any telephonic notice must be confirmed promptly by delivery to the Swing Line Lenders Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of that Borrowerthe Company. Each such notice Swing Line Loan Notice must be received by the Swing Line Lenders Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as shall be acceptable to the Administrative Agent and the Swing Line Lender in their sole discretion), and shall specify (i) the amount to be borrowed, which shall be a minimum of $1,000,000 (or an integral multiple of $100,000 in excess thereof)100,000, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lenders Lender of any Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lenderthe Required Lenders) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lenders 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 4.03 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that Borrower. Notwithstanding anything to the contrary contained Company in this Section 2.04 or elsewhere in this Agreement, the Swing Line 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 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 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 LendersSame Day Funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon a Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by (A) telephone or written (B) a Swing Line Loan Notice; provided that each such any telephonic notice must be confirmed promptly by delivery to the Swing Line Lenders Lender 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 Swing Line Loan Notice must be received by the Swing Line Lenders Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date 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)500,000, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lenders Lender of any Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lenders 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 4.03 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line 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 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 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 Swingline Borrowing shall be made upon a the Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone or written Swing Line Loan Notice; provided that each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lenders and Swingline Lender of a Swingline Borrowing request, with a copy to 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 Swing Line Lenders and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date and shall specify specifying (i) the amount to be borrowedborrowed and the Revolving Facility under which such borrowing is to occur, which shall be a minimum of $1,000,000 (or an integral multiple of $100,000 amount specified in excess thereof), an Incremental Revolving Facility Assumption Agreement and (ii) the requested borrowing date, which shall be a Business Day. Each such Swingline Borrowing Request must be received by the Swingline Lender and the Administrative Agent not later than the time set forth in an Incremental Revolving Facility Assumption Agreement. Promptly after receipt by the Swing Line Lenders Swingline Lender of any Swing Line Loan Notice (by telephone or in writing)Swingline Borrowing Request, the Swing Line Lenders Swingline Lender will confirm with the Administrative Agent (by telephone or electronically in writing) that the Administrative Agent has also received such Swing Line Loan Notice Swingline Borrowing Request and, if not, the Swing Line Lenders Swingline Lender will notify provide the Administrative Agent (by telephone or in writing) of the contents with a copy thereof. Unless the Swing Line Lenders have Swingline Lender has received notice (by telephone or electronically in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. the time specified in an Incremental Revolving Facility Assumption Agreement on the date of the proposed Swing Line Swingline Borrowing (A) directing the Swing Line Lenders 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 4.03 4.01 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Swingline Lender will, not later than 4:00 p.m. the time specified in an Incremental Revolving Facility Assumption Agreement, on the borrowing date specified in such Swing Line Loan NoticeSwingline Borrowing Request, make the amount of its Swing Line Swingline Loan available to that Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, Borrower at the Swing Line 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 account of the Swing Line 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 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 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 LendersSwingline Borrowing Request.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon a any Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by (A) telephone or written (B) by a Swing Line Loan Notice; provided that each such any telephonic notice must be confirmed promptly by delivery to the Swing Line Lenders line Lender 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 Swing Line Loan Notice must be received by the Swing Line Lenders Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date 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)500,000, and (ii) the requested borrowing date, which shall be a Business Day, and (iii) if such request is made by the Administrative Borrower on behalf of a Designated Borrower, the applicable Designated Borrower. Promptly after receipt by the Swing Line Lenders Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Global Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lenders 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 4.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender shall be free to, not later than 4:00 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that Borrower. Notwithstanding anything to the contrary contained Borrowers either at its office by crediting the account of a Borrower on the books of the Swing Line Lender in this Section 2.04 Same Day Funds or elsewhere by wire transfer of such funds, in this Agreementeach case in accordance with instructions provided to, and reasonably acceptable to, the Swing Line 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 Lenders have entered into arrangements reasonably satisfactory to it and by 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 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 LendersBorrower.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon a the Borrower’s 's irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone or written (provided that such telephonic notice complies with the informational requirements of the form of Swing Line Loan Notice; provided that each Notice attached hereto as Exhibit C). Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $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 Lenders Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of that the Borrower. Each such notice must be received by the Swing 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 Lenders Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 5:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lenders 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 4.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 6:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, Borrower at its office by crediting the account of the Borrower on the books of the Swing Line 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 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 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 Lendersimmediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon a the Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent (unless the Swing Line Lender is the Administrative Agent), which may be given by telephone or written telephone. Each such notice must be received by the Swing Line Loan Notice; provided that each Lender and the Administrative Agent (unless the Swing Line Lender is 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 $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 Lenders Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of that the Borrower. Each such notice must be received by the Swing 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 Lenders Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lenders 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 4.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, Borrower at its office by crediting the account of the Borrower on the books of the Swing Line 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 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 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 Lendersimmediately available funds.

Borrowing Procedures. Each Swing Line Borrowing under the Swingline shall be made upon a Borrowerthe applicable Borrower Party’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone or written Swing Line telephone. Each such notice must be received by the Administrative Agent not later than 10:00 a.m. on the requested Borrowing date, and shall: (i) specify the amount to be borrowed, which shall be in a principal amount that is not less than $1,000,000; (ii) specify the requested Borrowing date, which shall be a Business Day; and (iii) simultaneously request a Borrowing of a Base Rate Loan Notice; provided that each (which shall automatically convert to a Eurocurrency Rate Loan with a one (1) month Interest Period three (3) days thereafter but without regard to the minimum and multiples specified in Section 2.03) under Section 2.02 to repay such Swingline Loan. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lenders Swingline Lender and the Administrative Agent of a written Swing Line Loan NoticeNotice for such Swingline Loan and an applicable Syndicated Loan (to refinance such Swingline Loan), appropriately completed and signed by a Responsible Officer of that Borrower. Each such notice must be received by the Swing 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 DayBorrower Party. Promptly after receipt by the Swing Line Lenders Administrative Agent of any Swing Line Loan Notice (by telephone or in writing)for a Swingline Loan, the Swing Line 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 Lenders will shall notify the Administrative Agent (by telephone or in writing) Swingline Lender of the contents thereofamount of the applicable Swingline Loan. Unless the Swing Line Lenders have 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. 12:00 noon on the date of the proposed Swing Line Borrowing Swingline Borrowing: (A) directing the Swing Line Lenders 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(a2.07(a), ; or (B) that one or more of the applicable conditions specified in Section 4.03 7 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Swingline Lender will, not later than 4:00 p.m. on the borrowing Borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Swingline Loan available to that Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, Administrative Agent’s Office for the Swing Line 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 Lenders have entered into arrangements reasonably satisfactory to it and account of the applicable Borrower to eliminate Party at its office in immediately available funds, and upon fulfillment of the Swing Line Lenderapplicable conditions set forth herein, Administrative Agent shall promptly deposit such proceeds in immediately available funds in such Borrower Party’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect account specified in the Loan Notice, or, if requested by such Borrower Party in the Loan Notice, shall wire transfer such funds as requested. Absent contrary written notice from the Swingline Lender prior to the Defaulting Lender’s or Defaulting Lenders’ participation proposed Borrowing date that the Swingline Lender will not make available to Administrative Agent the Swingline Loan, its Administrative Agent may assume that the Swingline Lender has made its share of the requested Swingline Loan available to Administrative Agent on the requested Borrowing date, and Administrative Agent may, in reliance upon such assumption (but is not required to), make available to the appropriate Borrower Party a corresponding amount by crediting the account of such Borrower Party 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 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 LendersNotice.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon a the Borrower’s 's irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone or written telephone. Each such notice must be received by the Swing Line Loan Notice; provided that each Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $500,000, and (ii) the requested borrowing date, which shall be a Business Day (and which may be the date of such notice so long as such notice is received no later than 1:00 p.m. on such date). Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lenders Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of that the Borrower. Each such notice must be received by the Swing 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 Lenders Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lenders 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 4.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that Borrower. Notwithstanding anything the Borrower in like funds either by (x) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (y) wire transfer of such funds, in each case in accordance with instructions provided to the contrary contained in this Section 2.04 or elsewhere in this Agreement, (and reasonably acceptable to) the Swing Line 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 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 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 LendersBorrower.

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 a Borrowerthe Company’s irrevocable notice to the applicable Revolving Swing Line Lender and the Administrative Agent, which may be given by (A) telephone or written (B) by a Revolving Swing Line Loan Notice; provided that each such any telephonic notice must be confirmed promptly immediately by delivery to the Revolving Swing Line Lenders Lender and the Administrative Agent of a written Revolving Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of that Borrower. Each such notice Revolving Swing Line Loan Notice must be received by the Revolving Swing Line Lenders Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date or date of conversion of Term SOFR Loans to Base Rate Loans or of any conversion of Base Rate Loans to Term SOFR Loans, and in each case shall specify (i) the amount to be borrowedborrowed or converted, which shall be a minimum of $1,000,000 (or an integral multiple of $100,000 in excess thereof), and (ii) the requested borrowing or conversion date, which shall be a Business DayDay and (iii) the Type of Revolving Swing Line Loan to be borrowed or to which existing Revolving Swing Line Loans are to be converted. Promptly after receipt by the Revolving Swing Line Lenders Lender of any Revolving Swing Line Loan Notice (by telephone or in writing)Notice, the Revolving Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Revolving Swing Line Lenders have Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Revolving Swing Line Borrowing (A) directing the Revolving Swing Line Lenders 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 4.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Revolving Swing Line Lenders will Lender will, not later than 4:00 3:00 p.m. on the borrowing date specified in such Revolving Swing Line Loan Notice, make the amount of its Revolving Swing Line Loan available to that Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, Company at its office by crediting the account of the Company on the books of the Revolving Swing Line Lenders shall not be obligated Lender 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 Term SOFR Loans to Base Rate Loans, such Loans shall, subject to Article III, continue as Term SOFR Loans. If the Company fails to specify a Participating Type of Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lenders have entered into arrangements reasonably satisfactory to it and Loan in a Revolving Swing Line Loan Notice, then the applicable Borrower to eliminate the 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 Term SOFR 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 Lenders 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”); provided that, (i) in no event shall the Company be entitled to Revolving Autoborrow Advances pursuant to a Revolving Autoborrow Agreement at any time a New Vehicle Autoborrow Agreement or a Used Vehicle Autoborrow Agreement is in place and (ii) the Company may, once per calendar year and upon 30 days advance notice to the Administrative Agent, the Revolving Swing Line Lender, the Used Vehicle Swing Line Lender and the New Vehicle Swing Line Lender, alternate between having a Revolving Autoborrow Agreement, a New Vehicle Autoborrow Agreement or a Used Vehicle Autoborrow Agreement in place. 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 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.Revolving Autoborrow

Borrowing Procedures. Each Alternative Currency Swing Line Borrowing shall be made upon a Borrowerthe Company’s irrevocable notice to the applicable Alternative Currency Swing Line Lender and the Administrative Agent, which may be given by by: (i) telephone or written (ii) an Alternative Currency Swing Line Loan Notice; provided that each such any telephonic notice must be confirmed promptly by delivery to the Alternative Currency Swing Line Lenders Lender and the Administrative Agent of a written an Alternative Currency Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of that Borrower. Each such notice must be received by the Alternative Currency Swing Line Lenders Lender and the Administrative Agent not later than 1:00 2:00 p.m. on the requested borrowing date 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)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 Company. Promptly after receipt by the Alternative Currency Swing Line Lenders Lender of any telephonic Alternative Currency Swing Line Loan Notice (by telephone or in writing)Notice, the Alternative Currency Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Alternative Currency Swing Line Lenders have 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. on the date of the proposed Alternative Currency Swing Line Borrowing (A) directing the Alternative Currency Swing Line Lenders 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 4.03 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Alternative Currency Swing Line Lenders will Lender will, not later than 4:00 p.m. 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 that Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, Company (x) at the Swing Line 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 Lenders have entered into arrangements reasonably satisfactory to it and the applicable 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 account of the Company on the books of the Alternative Currency Swing Line LoansLender in Same Day Funds or (y) by wire transfer of such funds in Same Day Funds, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer in each case in accordance with instructions provided to (and reasonably satisfactory to acceptable to) the Swing Line 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 Administrative Agent by the Swing Line LendersCompany.

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 a Borrowerthe Company’s irrevocable notice to the applicable Used Vehicle Swing Line Lender and the Administrative Agent, which may be given by (A) telephone or written (B) by a Used Vehicle Floorplan Swing Line Loan Notice; provided that each . Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lenders and the Administrative Agent of a written Used Vehicle Floorplan Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of that Borrower. Each such notice Notice must be received by the Used Vehicle Swing Line Lenders Lender and the Administrative Agent not later than 1:00 p.m. 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 amount to be borrowed, which shall be a minimum of $1,000,000 (or an integral multiple of $100,000 in excess thereof)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. Promptly after receipt by the Used Vehicle Swing Line Lenders Lender of any Used Vehicle Floorplan Swing Line Loan Notice (by telephone or in writing)Notice, the Used Vehicle Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Used Vehicle Swing Line Lenders have 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. on the date of the proposed Used Vehicle Floorplan Swing Line Borrowing (A) directing the Used Vehicle Swing Line Lenders 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 4.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Used Vehicle Swing Line Lenders will Lender will, not later than 4:00 3:00 p.m. on the borrowing date specified in such Used Vehicle Floorplan Swing Line Loan Notice, make the amount of its Used Vehicle Floorplan Swing Line Loan available to that Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, Company at its office by crediting the account of the Company on the books of the Used Vehicle Swing Line Lenders shall not be obligated Lender 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 a Participating Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lenders have entered into arrangements reasonably satisfactory conversion of Eurodollar Rate Loans 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 Base Rate Loans, including by Cash Collateralizingsuch Loans shall, or obtaining a backstop letter of credit from an issuer reasonably satisfactory subject to the Swing Line Lenders to supportArticle III, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line continue as Eurodollar Rate Loans. A Borrower shall repay If the Company fails to the Swing Line Lenders each Defaulting Lender’s portion (after giving effect to Section 2.17(a)(iv)) specify a Type of each Used Vehicle Floorplan Swing Line Loan promptly following demand by the in a Used Vehicle Floorplan Swing Line LendersLoan Notice, then the applicable Used Vehicle Floorplan Swing Line Loan shall, subject to Article III, be made as a Eurodollar Rate Loan. (m) Clause (ii) of the second sentence of Section 2.15(b)(iii) of the Credit Agreement is hereby amended so that, as amended, such clause shall read as follows: and (ii) in the case of each Demonstrator, Rental Vehicle, and other mileaged New Vehicle, beginning with the first Automatic Debit Date occurring after the date such New Vehicle is Deemed To Be A Mileage Vehicle, monthly payments of 2% of the original amount of the New Vehicle Floorplan Loan relating to such New Vehicle, with the final payment for all amounts then outstanding under such New Vehicle Floorplan Loan due 24 months after the date such New Vehicle is Deemed Floored.

Borrowing Procedures. Each Swing Line Borrowing shall may, in the sole discretion of the Swing Line Lender, be made upon a the Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone or written telephone. Each such notice must be received by the Swing Line Loan Notice; provided that each Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be an amount in Dollars and a minimum of $100,000 or a whole multiple of $50,000 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 Lenders Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of that the Borrower. Each such notice must be received by the Swing 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 Lenders Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lenders 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 4.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, Borrower at its office by crediting the account of the Borrower on the books of the Swing Line 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 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 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 Lendersimmediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon a the Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone or written telephone. Each such notice must be received by the Swing Line Loan Notice; provided that each Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date or such later time on the requested borrowing date as may be approved by the Swing Line Lender in its sole discretion, and shall specify (i) the amount to be borrowed, which shall be a minimum 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 Lenders Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of that the Borrower. Each such notice must be received by the Swing 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 Lenders Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lenders 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 4.03 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line 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 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 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 a the Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone or written (provided that such telephonic notice complies with the informational requirements of the form of Swing Line Loan Notice; provided that each Notice attached hereto). Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 (and 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 Lenders Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of that the Borrower. Each such notice must be received by the Swing 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 Lenders Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have 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. 12:00 noon on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lenders 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 4.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 2:30 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line 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 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 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 (1) Other than a Borrowing of Swingline Loans made pursuant to the Autoborrow Agreement, each Borrowing of Swingline Loans shall be made upon a the Borrower’s irrevocable notice to the applicable Swing Line Swingline Lender and the Administrative Agent, which may be given by (A) telephone or written Swing Line (B) by a Swingline Loan Notice; provided that each such any telephonic notice must be confirmed promptly by delivery to the Swing Line Lenders Swingline Lender and the Administrative Agent of a written Swing Line Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of that Borrower. Each such notice Swingline Loan Notice must be received by the Swing Line Lenders Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $1,000,000 (or an integral multiple of $100,000 in excess thereof)100,000, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lenders Swingline Lender of any Swing Line Swingline Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing of Swingline Loans (A) directing the Swing Line Lenders 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 4.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Swingline Lender will, not later than 4:00 3:00 p.m. on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to that the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line 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 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 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 a Borrowerthe Company’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone or written telephone. Each such notice must be received by the Swing Line Loan Notice; provided that each Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, 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 Lenders Lender 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 Swing 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 DayCompany. Promptly after receipt by the Swing Line Lenders Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lenders 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 4.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that Borrowerthe Company. Notwithstanding anything to Provided, however, if the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Borrower and Swing Line 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 Lenders have entered into arrangements reasonably satisfactory to it and the applicable Borrower to eliminate the there is currently in effect an autoborrow arrangement in accordance with 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 Loanspolicies, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line 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 then each Swing Line Loan promptly following demand by the Swing Line LendersBorrowing shall be made in accordance with such autoborrow procedures.

Borrowing Procedures. Each Swing Line Swingline Borrowing shall be made upon a the Borrower’s irrevocable notice to the applicable Swing Line Swingline Lender and the Administrative Agent, which may be given by by: (A) telephone or written Swing Line (B) a Swingline Loan Notice; provided that each such any telephonic notice must be confirmed promptly immediately by delivery to the Swing Line Lenders Swingline Lender and the Administrative Agent of a written Swing Line Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of that Borrower. Each such notice Swingline Loan Notice must be received by the Swing Line Lenders Swingline Lender and the Administrative Agent not later than 1:00 12:00 p.m. on the requested borrowing date 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)100,000, and (ii) the requested borrowing date, date of the Borrowing (which shall be a Business Day), and (iii) whether such borrowing shall bear interest at the Base Rate or the LIBOR Daily Floating Rate (provided if there are any Swingline Loans already outstanding on the requested borrowing date, such requested borrowing shall bear interest at the same rate of the outstanding Swingline Loans). If the Borrower fails to specify a Type of Swingline Loan in a Swingline Loan Notice, then the applicable Swingline Loans shall be made as Base Rate Loans. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted from one Type to another. Promptly after receipt by the Swing Line Lenders Swingline Lender of any Swing Line Swingline Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have 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 1:00 p.m. on the date of the proposed Swing Line Swingline Borrowing (A) directing the Swing Line Lenders 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 4.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Swingline Lender will, not later than 4:00 2:00 p.m. on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to that Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, Borrower at its office by crediting the Swing Line 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 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 Lenders to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share account of the outstanding Swing Line Loans. A Borrower shall repay to on the Swing Line Lenders each Defaulting Lender’s portion (after giving effect to Section 2.17(a)(iv)) books of each Swing Line Loan promptly following demand by the Swing Line LendersSwingline Lender in immediately available funds.

Borrowing Procedures. The provisions of Section 2.2 shall not apply to Borrowings of Swing Line Loans. Each Swing Line Borrowing shall be made upon a Borrower’s the Co-Borrowers’ irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone or written Swing Line Loan Notice; provided that each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lenders and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of that Borrowertelephone. Each such notice must be received by the Swing Line Lenders Lender and the Administrative Agent not later than 1:00 p.m. 9:00 A.M., Los Angeles, California time, on the requested borrowing date date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $1,000,000 (5,000,000 or an integral multiple whole multiples of $100,000 1,000,000 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 Administrative Agent of a written Swing Line loan notice, appropriately completed and signed by a Responsible Officer of the Co-Borrowers. Promptly after receipt by the Swing Line Lenders Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)loan notice, the Swing Line Lenders Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice loan notice and, if not, the Swing Line Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have 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. 11:00 A.M., Los Angeles, California time, on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lenders 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(a2.17(a), or (B) that one or more of the applicable conditions specified in Section 4.03 Article 5 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 p.m. 11:00 A.M., Los Angeles, California time, on the borrowing date specified in such Swing Line Loan Noticeloan notice, make the amount of its Swing Line Loan available to that the Co-Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line 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 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 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 a Borrowerthe Company’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone or written in the case of any Swing Line Loan Notice; provided that each to be denominated in Dollars. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m., in the case of any Swing Line Loans denominated in Dollars, and not later than the Applicable Time, in the case of any AC Swing Line Loan, on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $500,000, (ii) the requested borrowing date, which shall be a Business Day, (iii) the currency of any AC Swing Line Loan to be borrowed and (iv) if applicable, the Designated Borrower. Each such telephonic notice for any Swing Line Loan to be denominated in Dollars must be confirmed promptly by delivery to the Swing Line Lenders Lender 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 Swing 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 DayCompany. Promptly after receipt by the Swing Line Lenders Lender of any telephonic Swing Line Loan Notice for any Swing Line Loan Notice (by telephone or to be denominated in writing)Dollars, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing Borrowing, in the case of any Swing Line Loans denominated in Dollars, and such other time as may be specified from time to time by the Administrative Agent in the case of any AC Swing Line Loans, (A) directing the Swing Line Lenders 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 4.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 p.m. 3:00 p.m., in the case of any Swing Line Loans denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any AC Swing Line Loan, on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 Company or elsewhere in this Agreement, the other applicable Borrower at its office by crediting the account of the Company or such other Borrower on the books of the Swing Line 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 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 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 LendersSame Day Funds.

Borrowing Procedures. (a) Each Swing Line Borrowing shall be made upon a Borrower’s irrevocable on notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone or written Swing Line Loan Notice; provided that each such telephonic notice must be confirmed promptly by delivery the Borrower to the Swing Line 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 Swing Line Lenders and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date and shall specify (New York time) (i) one Business Day, in the amount to be borrowed, which shall be case of a minimum Borrowing of $1,000,000 (or an integral multiple of $100,000 in excess thereof)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 Day. Promptly after receipt by the Swing Line Lenders of any Swing Line Loan Notice (by telephone or in writing), the Swing Line 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 Lenders will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line 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. on the date of the proposed Swing Line Borrowing Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) directing the Swing Line Lenders 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 Borrowing, or (B) that one or more the aggregate amount of such proposed Borrowing, (C) whether any portion of the applicable conditions specified in Section 4.03 is not then satisfiedproposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans, then(D) the initial Interest Period or Periods for any such Eurodollar Rate Loans and (E) the Available Credit (after giving effect to the proposed Borrowing). The Revolving 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 Lenders will not later than 4:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount Notice of its Swing Line Loan available to Borrowing specifies that Borrowerall 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), if any Notice of Borrowing requests a Borrowing of Base Rate Loans, the Administrative Agent may, at the Borrower’s request, make a Swing Line Lenders shall Loan available to the Borrower in an aggregate amount 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 Lenders have entered into arrangements reasonably satisfactory to it exceed such proposed Borrowing, and the applicable Borrower to eliminate aggregate amount of the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to corresponding proposed Borrowing shall be reduced accordingly by the Defaulting Lender’s or Defaulting Lenders’ participation in principal amount of such Swing Line Loans, including by Cash Collateralizing, Loan. Each Borrowing shall be in an aggregate amount of not less than $5,000,000 or obtaining a backstop letter an integral multiple of credit from an issuer reasonably satisfactory to the Swing Line Lenders to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans$1,000,000 in excess thereof. 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 LendersCREDIT AGREEMENT THE PREMCOR REFINING GROUP INC.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon a the Borrower’s irrevocable written notice in the form of Exhibit B hereto (the “Swing Line Loan Request”) to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone or written Swing Line Loan Notice; provided that each such telephonic notice must be confirmed promptly by delivery to in a writing in the Swing Line Lenders and the Administrative Agent form of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of that BorrowerExhibit B hereto. Each such notice must be received by the Swing Line Lenders Lender and the Administrative Agent not later than 1:00 p.m. (New York Time) on the requested borrowing date Drawdown Date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $1,000,000 (500,000 or an integral multiple of $100,000 in excess thereof), and (ii) the requested borrowing date, which shall be a Business Day, and (iii) the date on which the proposed Swing Line Loan would mature (the “Swing Line Loan Maturity Date”), which shall in no event be later than the earliest of (a) the date which is ten (10) days following the Drawdown Date of such Swing Line Loan, (b) the occurrence of a Default or Event of Default and (c) the Final Maturity Date. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Request, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lenders Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Request, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. (New York time) on the date Drawdown Date of the proposed Swing Line Borrowing (A) directing the Swing Line Lenders 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)§3.1, or (B) that one or more of the applicable conditions specified in Section 4.03 §§10 and 11 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender may in its discretion, not later than 4:00 3:00 p.m. on the borrowing date specified in such Swing Line Loan NoticeRequest, make the amount of its Swing Line Loan available to that Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, Borrower at its office by crediting the account of the Borrower on the books of the Swing Line 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 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 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 Lendersimmediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon a the Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone or written telephone. Each such notice must be received by the Swing Line Loan Notice; provided that each Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date or such later time on the requested borrowing date as may be approved by the Swing Line Lender in its sole discretion, and shall specify (i) the amount to be borrowed, which shall be a minimum 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 Lenders Lender 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 Swing 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 DayOfficer. Promptly after receipt by the Swing Line Lenders Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lenders Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso and the second provisos to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.03 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line 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 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 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 a Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone or written telephone. Each such notice must be received by Swing Line Loan Notice; provided that each Lender and 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 $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 Lenders Lender 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 Swing 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 Lenders Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lenders 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 4.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to Borrower at its office by crediting the account of Borrower on the books of Swing Line Lender in immediately available funds. Lenders agree that Borrower. Notwithstanding anything 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 in its discretion and without affecting any of the obligations of Lenders shall not be obligated to make any hereunder other than notifying Administrative Agent of a Swing Line Loan at a time when a Participating Revolving Credit Lender is a Defaulting Lender unless the Swing Line 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 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 LendersNotice.

Borrowing Procedures. Each Borrowing of Swing Line Borrowing Loans shall be made upon a Borrowerthe Parent’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by (A) telephone or written (B) by a Swing Line Loan Notice; provided that each . Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lenders Lender 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 Swing 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 DayParent. Promptly after receipt by the Swing Line Lenders Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Borrowing Loans (A) directing the Swing Line Lenders 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 4.03 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line 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 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 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 LendersParent.

Borrowing Procedures. Each (i) At any time an Auto Borrow Agreement is not in effect, each Borrowing of Swing Line Borrowing Loans shall be made upon a the requesting Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by (A) telephone or written (B) by a Swing Line Loan Notice; provided that each such any telephonic notice must be confirmed promptly by delivery to the Swing Line Lenders Lender 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 Swing Line Lenders Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $1,000,000 (or an integral multiple of $100,000 in excess thereof)50,000, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lenders Lender of any Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Lender has received CHAR1\1858684v2 notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Borrowing Loans (A) directing the Swing Line Lenders 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 4.03 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that Borrower. Notwithstanding anything the requesting Borrower either by wire transfer of such funds in accordance with instructions provided by the requesting Borrower to (and reasonably acceptable to) the Administrative Agent on or prior to the contrary contained Closing Date or by wire transfer of such funds in this Section 2.04 or elsewhere in this Agreement, accordance with subsequent instructions provided by the requesting Borrower to (and reasonably acceptable to) the Swing Line 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 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 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 Lendersrequesting Borrower.

Borrowing Procedures. Each (i) At any time an Autoborrow Agreement is not in effect, each Borrowing of Swing Line Borrowing Loans shall be made upon a Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by (A) telephone or written (B) by a Swing Line Loan Notice; provided provided, that each such any telephonic notice must be confirmed promptly by delivery to the Swing Line Lenders Lender 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 Swing Line Loan Notice must be received by the Swing Line Lenders Lender and the Administrative Agent not later than 1:00 p.m. 12:00 noon on the requested borrowing date date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $1,000,000 (or an 100,000 and integral multiple multiples 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 Lenders Lender of any Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have 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. on the date of the proposed Borrowing of Swing Line Borrowing Loans (A) directing the Swing Line Lenders 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 4.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 2:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, applicable Borrower at its office by crediting the account of the applicable Borrower on the books of the Swing Line 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 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 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 LendersSame Day Funds.

Borrowing Procedures. Each Swing Line (i) Other than a Swingline Borrowing made pursuant to an Autoborrow Agreement, each Swingline Borrowing shall be made upon a the applicable U.S. Borrower’s irrevocable notice to the applicable Swing Line Swingline Lender and the Administrative Agent, which may be given by by: (x) telephone or written Swing Line (y) a Swingline Loan Notice; provided that each such provided, that, any telephonic notice must be confirmed promptly immediately by delivery to the Swing Line Lenders Swingline Lender and the Administrative Agent of a written Swing Line Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of that Borrower. Each such notice Swingline Loan Notice must be received by the Swing Line Lenders Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date and shall specify (iA) the amount to be borrowed, which shall be a minimum of $1,000,000 (or an integral multiple of $100,000 in excess thereof), and (iiB) the requested borrowing date, date of the Borrowing (which shall be a Business Day). Promptly after receipt by the Swing Line Lenders Swingline Lender of any Swing Line Swingline Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit A Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Swingline Borrowing (A1) directing the Swing Line Lenders Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first second sentence of Section 2.04(a), ) or (B2) that one or more of the applicable conditions specified in Section 4.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Swingline Lender will, not later than 4:00 3:00 p.m. on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to that Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line 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 Lenders have entered into arrangements reasonably satisfactory to it and the applicable U.S. Borrower to eliminate at its office by crediting 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 Lenders to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share account of the outstanding Swing Line Loans. A applicable U.S. Borrower shall repay to on the Swing Line Lenders each Defaulting Lender’s portion (after giving effect to Section 2.17(a)(iv)) books of each Swing Line Loan promptly following demand by the Swing Line LendersSwingline Lender in Same Day Funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon a Borrower’s the Borrowers’ irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone or written telephone. Each such notice must be received by the Swing Line Loan Notice; provided that each Lender and the Administrative Agent not later than 1:00 p.m. on the requested Borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $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 Lenders Lender 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 Swing Line Lenders and Borrowers, in each case certifying any factual matters as the Administrative Agent not later than 1:00 p.m. on may reasonably request with respect to the requested borrowing date Borrowers’ due authorization of the proposed Swing Line Borrowing, the Loan Parties’ Unrestricted Cash at such time 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)Total Outstandings at such time, and (ii) attaching, as applicable, any documentation or other evidence reasonably satisfactory to the requested borrowing date, which shall be a Business DayAdministrative Agent with respect to the Borrowers’ authorization of such proposed Swing Line Borrowing. Promptly after receipt by the Swing Line Lenders Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lenders 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 4.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 3:00 p.m. on the borrowing Borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that Borrower. Notwithstanding the Borrowers; provided that, notwithstanding anything to the contrary there shall be no more than four (4) Swing Line Loans outstanding at any time; provided further, that if, on the date of the proposed Swing Line Loan, there are any Protective Advances or L/C Borrowings outstanding, then the proceeds of such Borrowing first, shall be applied to the payment in full of any such Protective Advances, second, to the payment in full of any such L/C Borrowings, and third, shall be made available to the Borrowers as provided herein. Notwithstanding anything else to the contrary contained in this Section 2.04 or elsewhere in this Agreementherein, the Lenders agree that the Swing Line Lenders shall not be obligated Lender may, in consultation with the Borrowers, agree to make any Swing Line Loan at a time when a Participating Revolving Credit Lender is a Defaulting Lender unless modify the borrowing procedures used in connection with the Swing Line Lenders have entered into arrangements reasonably satisfactory to it Facility in its discretion 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 Lenders to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share without affecting any of the outstanding Swing Line Loans. A Borrower shall repay to obligations of 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 Swingline Borrowing shall be made upon a Borrower’s irrevocable notice to the applicable Swing Line Swingline Lender and the Administrative Agent, which may be given by telephone or written Swing Line Loan Notice; provided that each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lenders and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of that Borrowertelephone. Each such notice must be received by the Swing Line Lenders Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date 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)250,000, and (ii) the requested borrowing date, date of the Borrowing (which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of Borrower. Promptly after receipt by the Swing Line Lenders Swingline Lender of any Swing Line telephonic Swingline Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have 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 1:00 p.m. on the date of the proposed Swing Line Swingline Borrowing (A) directing the Swing Line Lenders 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(asubsection (a), or (B) that one or more of the applicable conditions specified in Section 4.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Swingline Lender will, not later than 4:00 2:00 p.m. on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to that 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 Borrower on the Swing Line 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 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 Lenders to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share books 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 LendersSwingline Lender in immediately available funds.

Borrowing Procedures. Each At any time a Used Vehicle Autoborrow Agreement is not in effect, each Used Vehicle Floorplan Swing Line Borrowing and each conversion of Used Vehicle Floorplan Swing Line Loans from one type to the other shall be made upon a Borrowerthe Company’s irrevocable notice to the applicable Used Vehicle Swing Line Lender and the Administrative Agent, which may be given by (A) telephone or written (B) by a Used Vehicle Floorplan Swing Line Loan Notice; provided that each . Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lenders and the Administrative Agent of a written Used Vehicle Floorplan Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of that Borrower. Each such notice Notice must be received by the Used Vehicle Swing Line Lenders Lender and the Administrative Agent not later than 1:00 p.m. 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 amount to be borrowed, which shall be a minimum of $1,000,000 (or an integral multiple of $100,000 in excess thereof)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. Promptly after receipt by the Used Vehicle Swing Line Lenders Lender of any Used Vehicle Floorplan Swing Line Loan Notice (by telephone or in writing)Notice, the Used Vehicle Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Used Vehicle Swing Line Lenders have 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. on the date of the proposed Used Vehicle Floorplan Swing Line Borrowing (A) directing the Used Vehicle Swing Line Lenders 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 4.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Used Vehicle Swing Line Lenders will Lender will, not later than 4:00 3:00 p.m. on the borrowing date specified in such Used Vehicle Floorplan Swing Line Loan Notice, make the amount of its Used Vehicle Floorplan Swing Line Loan available to that Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, Company at its office by crediting the account of the Company on the books of the Used Vehicle Swing Line Lenders shall not be obligated Lender 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 Participating Revolving Credit Lender is a Defaulting Lender unless the Type of Used Vehicle Floorplan Swing Line Lenders have entered into arrangements reasonably satisfactory to it and Loan in a Used Vehicle Floorplan Swing Line Loan Notice, then the applicable Borrower to eliminate the Used Vehicle Floorplan 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 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 Lenders 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) and for determining the Total Used Vehicle Floorplan Outstandings in connection with Section 2.14, at any time during which a Used Vehicle Autoborrow Agreement is in effect, the Outstanding Amount of all Used Vehicle Floorplan Swing Line Loans shall be deemed to be the amount of the Used Vehicle Floorplan Swing Line Sublimit. A Borrower shall repay 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 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 LendersLender hereunder.

Borrowing Procedures. Each U.S. Swing Line Borrowing shall be made upon a Borrowerthe Company’s irrevocable notice to the applicable U.S. Swing Line Lender and the Administrative Agent, which may be given by (i) telephone or written (ii) a Swing Line Loan Notice; provided that each such any telephonic notice must be confirmed promptly by delivery to the U.S. Swing Line Lenders Lender 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 Swing Line Loan Notice must be received by the U.S. Swing Line Lenders Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date date, and shall specify (ix) the amount to be borrowed, which shall be a minimum of $1,000,000 (or an integral multiple of $100,000 in excess thereof)100,000, and (iiy) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the U.S. Swing Line Lenders Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the U.S. Swing Line Lenders 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 U.S. Swing Line Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the U.S. Swing Line Lenders have Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any relevant U.S. Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed U.S. Swing Line Borrowing (A) directing the U.S. Swing Line Lenders Lender not to make such U.S. 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 4.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the U.S. Swing Line Lenders will Lender will, not later than 4:00 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its U.S. Swing Line Loan available to that Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, Company at its office by crediting the account of the Company on the books of the U.S. Swing Line 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 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 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 LendersSame Day Funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon a Borrower’s 's irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone or written telephone. Each such notice must be received by Swing Line Loan Notice; provided that each Lender and 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 $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 Lenders Lender 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 Swing 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 Lenders Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lenders 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 4.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to Borrower at its office by crediting the account of Borrower on the books of Swing Line Lender in immediately available funds. Lenders agree that Borrower. Notwithstanding anything 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 in its discretion and without affecting any of the obligations of Lenders shall not be obligated to make any hereunder other than notifying Administrative Agent of a Swing Line Loan at a time when a Participating Revolving Credit Lender is a Defaulting Lender unless the Swing Line 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 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 LendersNotice.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon a Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone or written Swing Line Loan Notice; provided that each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lenders Lender 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 Swing Line Lenders Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date and shall specify (i) the amount to be borrowed, which shall be a minimum of $1,000,000 (or and any amount in excess of $1,000,000 shall be an integral multiple of $100,000 in excess thereof), 100,000) and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lenders Lender of any Swing Line Loan Notice (by telephone or in writing), the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lenders 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 4.03 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lenders 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 Swing Line Lenders have 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)) 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 Lenders Lender 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 Lender 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 LendersLender.

Borrowing Procedures. Each Borrowing of Swing Line Borrowing Loans shall be made upon a the Borrower’s 's irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by (A) telephone or (B) a Loan Notice; provided, that, each telephonic notice by the Borrower pursuant to this Section 2.04(b) must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof, (ii) whether such Swing Line Loan Notice; provided that each shall bear interest at the Base Rate or at the LIBOR Market Index Rate and (iii) the requested borrowing date, which shall be a Business Day. If the Borrower fails to specify whether such Swing Line Loan should bear interest at the Base Rate or at the LIBOR Market Index Rate, then the applicable Swing Line Loan shall bear interest at the Base Rate. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lenders Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of that the Borrower. Each such notice must be received by the Swing 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 Lenders Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Borrowing Loans (A) directing the Swing Line Lenders 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 4.03 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that Borrower. Notwithstanding anything the Borrower either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to the contrary contained in this Section 2.04 or elsewhere in this Agreement, (and reasonably acceptable to) the Swing Line 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 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 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 LendersBorrower.

Borrowing Procedures. Each Borrowing of Swing Line Borrowing Loans shall be made upon a the Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by (A) telephone or written (B) a Swing Line Loan Notice; provided that provided, that, each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lenders Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of that the Borrower. Each such notice must be received by the Swing Line Lenders Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $1,000,000 (or an integral multiple of $100,000 in excess thereof)100,000, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lenders Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Borrowing Loans (A) directing the Swing Line Lenders 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 4.03 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line 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 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 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 (1) Subject to Section 2.04(a), and at any time an Autoborrow Agreement is not in effect, each Borrowing of Swing Line Borrowing Loans shall be made upon a [in accordance with the provisions of any agreement between the Swing Line Lender and the Borrower establishing an “Auto Borrower” plan for, among other things, the automatic advance to the Borrower for deposit into an account of the Borrower with the Swing Line Lender]upon the Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by by: (A) telephone or written (B) a Swing Line Loan Notice; provided that each such any telephonic notice must be confirmed promptly immediately by delivery to the Swing Line Lenders Lender 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 Swing Line Loan Notice must be received by the Swing Line Lenders Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date 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)100,000, and (ii) the requested borrowing date, date of the Borrowing (which shall be a 56 DB1/83569018.7 Business Day). Promptly after receipt by the Swing Line Lenders Lender of any Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the [any]the proposed [Borrowing of ]Swing Line Borrowing [Loans]Borrowing (A) directing the Swing Line Lenders 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 4.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, Borrower at its office by crediting the account of the Borrower on the books of the Swing Line 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 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 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 Lendersimmediately available funds.

Borrowing Procedures. Each (i) Subject to Section 2.04(a), and at any time an Autoborrow Agreement is not in effect, each Borrowing of Swing Line Borrowing Loans shall be made upon a the Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by by: (A) telephone or written (B) a Swing Line Loan Notice; provided that each such any telephonic notice must be confirmed promptly immediately by delivery to the Swing Line Lenders Lender 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 Swing Line Loan Notice must be received by the Swing Line Lenders Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date 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)100,000, and (ii) the requested borrowing date, date of the Borrowing (which shall be a Business Day). Promptly after receipt by the Swing Line Lenders Lender of any Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lenders 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 4.03 ARTICLE IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, Borrower at its office by crediting the account of the Borrower on the books of the Swing Line 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 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 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 Lendersimmediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon a the Parent Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone or written Swing Line Loan Notice; provided that each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lenders and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of that Borrowertelephone. Each such notice must be received by the Swing Line Lenders Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date and shall specify (i) the amount to be borrowed, which shall be a minimum of $1,000,000 100,000 (or and any amount in excess of $100,000 shall be an integral multiple of $100,000 in excess thereof), 25,000) and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender 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 Lenders Lender of any Swing Line Loan Notice (by telephone or in writing), the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lenders 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 4.03 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that the Parent Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lenders 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 Swing Line Lenders have Lender has entered into arrangements reasonably satisfactory to it and the applicable 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 Lenders 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. 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 At any time an Auto Borrow Agreement is not in effect, each Borrowing of Swing Line Borrowing Loans shall be made upon a the Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone or written telephone. Each such notice must be received by the Swing Line Loan Notice; provided that each Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lenders Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of that the Borrower. Each such notice must be received by the Swing 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 Lenders Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Borrowing Loans (A) directing the Swing Line Lenders 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 4.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line 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 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 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 (i) At any time an Autoborrow Agreement is not in effect, each Borrowing of Swing Line Borrowing Loans shall be made upon a Borrowerthe Company’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by (A) telephone or written (B) by a Swing Line Loan Notice; provided that each such any telephonic notice must be confirmed promptly by delivery to the Swing Line Lenders Lender 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 Swing Line Loan Notice must be received by the Swing Line Lenders Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $1,000,000 (or an 100,000 and integral multiple multiples 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 Lenders Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Borrowing Loans (A) directing the Swing Line Lenders 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 4.03 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line 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 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 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 LendersCompany.

Borrowing Procedures. Each Swing Line (i) Other than a Borrowing of Swingline Loans made pursuant to the Autoborrow Agreement, each Borrowing of Swingline Loans shall be made upon a the Borrower’s irrevocable notice to the applicable Swing Line Swingline Lender and the Administrative Agent, which may be given by (A) telephone or written Swing Line (B) by a Swingline Loan Notice; provided that each such any telephonic notice must be confirmed promptly by delivery to the Swing Line Lenders Swingline Lender and the Administrative Agent of a written Swing Line Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of that Borrower. Each such notice Swingline Loan Notice must be received by the Swing Line Lenders Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $1,000,000 (or an integral multiple of $100,000 in excess thereof)100,000, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lenders Swingline Lender of any Swing Line Swingline Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing of Swingline Loans (A) directing the Swing Line Lenders 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 4.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Swingline Lender will, not later than 4:00 3:00 p.m. on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to that the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line 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 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 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 a Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone or written telephone. Each such notice must be received by the Swing Line Loan Notice; provided that each Lender and Administrative Agent not later than 12:00 noon on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 and integral multiples of $100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lenders Lender 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 Swing 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 Lenders Lender of any Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders Lender will (i) deliver notice to Borrower and Administrative Agent as to whether it will or will not make such Swing Line Loan available to Borrower and, if agreeing to make such Swing Line Loan, (ii) 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 (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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have 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. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lenders 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 4.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender may, not later than 4:00 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that 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 Borrower on the books of the Swing Line 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 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 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 Lendersimmediately available funds.

Borrowing Procedures. Each Swing Line (i) Other than a Swingline Loan Borrowing made pursuant to the Autoborrow Agreement, each Borrowing of Swingline Loans shall be made upon a the Borrower’s irrevocable notice to the applicable Swing Line Swingline Lender and the Administrative Agent, which may be given by (A) telephone or written Swing Line (B) by a Swingline Loan Notice; provided that each such any telephonic notice must be confirmed promptly by delivery to the Swing Line Lenders Swingline Lender and the Administrative Agent of a written Swing Line Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of that Borrower. Each such notice Swingline Loan Notice must be received by the Swing Line Lenders Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $1,000,000 (or an integral multiple of $100,000 in excess thereof)100,000, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lenders Swingline Lender of any Swing Line Swingline Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing of Swingline Loans (A) directing the Swing Line Lenders 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 4.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Swingline Lender will, not later than 4:00 3:00 p.m. on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to that the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line 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 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 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 (i) Other than a Swingline Borrowing made pursuant to an Autoborrow Agreement, each Swingline Borrowing shall be made upon a the applicable Borrower’s irrevocable notice to the applicable Swing Line Swingline Lender and the Administrative Agent, which may be given by by: (x) telephone or written Swing Line (y) a Swingline Loan Notice; provided that each such provided, that, any telephonic notice must be confirmed promptly immediately by delivery to the Swing Line Lenders Swingline Lender and the Administrative Agent of a written Swing Line Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of that Borrower. Each such notice Swingline Loan Notice must be received by the Swing Line Lenders Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date and shall specify (iA) the amount to be borrowed, which shall be a minimum of $1,000,000 (or an integral multiple of $100,000 in excess thereof), and (iiB) the requested borrowing date, date of the Borrowing (which shall be a Business Day). Promptly after receipt by the Swing Line Lenders Swingline Lender of any Swing Line Swingline Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Swingline Borrowing (A1) directing the Swing Line Lenders Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first second sentence of Section 2.04(a), ) or (B2) that one or more of the applicable conditions specified in Section 4.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Swingline Lender will, not later than 4:00 3:00 p.m. on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to that Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line 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 Lenders have entered into arrangements reasonably satisfactory to it and the applicable Borrower to eliminate at its office by crediting 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 Lenders to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share account of the outstanding Swing Line Loans. A applicable Borrower shall repay to on the Swing Line Lenders each Defaulting Lender’s portion (after giving effect to Section 2.17(a)(iv)) books of each Swing Line Loan promptly following demand by the Swing Line LendersSwingline Lender in immediately available funds.

Borrowing Procedures. (a) Each Swing Line Borrowing shall be made upon a Borrower’s irrevocable on notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone or written Swing Line Loan Notice; provided that each such telephonic notice must be confirmed promptly by delivery the Borrower to the Swing Line 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 Swing Line Lenders and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date and shall specify (New York time) (i) one Business Day, in the amount case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, prior to be borrowed, which the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a minimum “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans, (D) the initial Interest Period or Periods for any such Eurodollar Rate Loans, (E) the Available Credit (after giving effect to the proposed Borrowing), (F) whether such Borrowing is of a Revolving Loan or a Delayed Draw Loan and (G) remittance instructions. The Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Each Borrowing of Revolving Loans shall be in an aggregate amount that is an integral multiple 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 Lenders of any Swing Line Loan Notice (by telephone or in writing), the Swing Line 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 Lenders will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line 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. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line 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 4.03 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will not later than 4:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line 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 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)) 500,000 with respect to the Defaulting Swing Loans) and shall be allocated pro rata in accordance with each Lender’s or Defaulting Lenders’ participation Revolving Commitment. The Borrower may make only one request for a Borrowing of Delayed Draw Loans in an aggregate amount of not less than the amount necessary to retire and cancel the Asbestos PI Trust Note and such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to amount shall be allocated pro rata as among the Swing Line Delayed Draw Lenders to support, such Defaulting in accordance with each Delayed Draw 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 LendersDelayed Draw Commitment.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon a the Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative AgentLender, which may be given by telephone or written a Swing Line Loan Notice; provided that each such telephonic notice must be confirmed promptly by delivery to the Swing Line 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 Swing Line Lenders and the Administrative Agent Lender not later than 1:00 p.m. 2:30 p.m., New York time, on 120 the requested borrowing Borrowing date and shall specify (ia) 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 (iib) the requested borrowing Borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lenders of any Swing Line Loan Notice (by telephone or in writing), the Swing Line 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 Lenders will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have 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. 3:00 p.m., New York time, on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lenders 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(a2.04(1), or (B) that one or more of the applicable conditions specified in Section 4.03 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 p.m. 3:30 p.m., New York time, on the borrowing Borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lenders 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 Swing Line Lenders have 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)(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 Lenders Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share Applicable Percentage 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 Borrowing of Swing Line Borrowing Loans shall be made upon a the Borrower’s 's irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by (A) telephone or written (B) a Swing Line Loan Notice; provided that provided, that, each such telephonic notice by the Borrower pursuant to this Section 2.04(b) must be confirmed promptly by delivery to the Swing Line Lenders Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of that the Borrower. Each such notice Swing Line Loan Notice must be received by the Swing Line Lenders Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $1,000,000 (or an 100,000 and integral multiple multiples of $100,000 in excess thereof), (ii) whether such Swing Line Loan shall bear interest at the Base Rate or at the LIBOR Market Index Rate and (iiiii) the requested borrowing date, which shall be a Business Day. If the Borrower fails to specify whether such Swing Line Loan should bear interest at the Base Rate or at the LIBOR Market Index Rate, then the applicable Swing Line Loan shall bear interest at the Base Rate. 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 Lenders Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Borrowing Loans (A) directing the Swing Line Lenders 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 4.03 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that Borrower. Notwithstanding anything the Borrower either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to the contrary contained in this Section 2.04 or elsewhere in this Agreement, (and reasonably acceptable to) the Swing Line 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 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 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 LendersBorrower.

Borrowing Procedures. Each At any time an Autoborrow Agreement is not in effect, each Swing Line Borrowing shall be made upon a the Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone or written telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, (ii) the requested borrowing date, which shall be a Business Day, and (iii) the Type of Swing Line Loan Notice; provided that each to be borrowed. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lenders Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of that the Borrower. Each such notice must be received by the Swing 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 Lenders Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lenders 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 4.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, Borrower by crediting the account of the Borrower on the books of the Swing Line Lenders shall not be obligated to make any Lender in immediately available funds. A Swing Line Loan at may not be converted from one Type to another (except as required by Section 3.02), but any Eurodollar Rate Committed Loan that refinances a time when a Participating Revolving Credit Lender is a Defaulting Lender unless the Swing Line 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 Loan pursuant to Section 2.17(a)(iv)2.04(c)(i) may be converted from time to time in accordance with respect Section 2.02. In order to facilitate the Defaulting Lender’s or Defaulting Lenders’ participation in such borrowing of Swing Line Loans, including by Cash Collateralizingthe Borrower and the 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 Swing Line Lenders to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans. A Borrower shall repay to Administrative Agent and the Swing Line Lenders each Defaulting Lender’s portion Lender (after giving effect to Section 2.17(a)(iv)the “Autoborrow Agreement”) of each Swing Line Loan promptly following demand providing for the automatic advance by the Swing Line LendersLender of Swing Line Loans under the conditions set forth in such agreement, subject to the conditions set forth herein (other than any requirements that are set forth only in the immediately preceding paragraph). At any time such an Autoborrow Agreement is in effect, the requirements for Swing Line Borrowings set forth in the immediately preceding paragraph shall not apply, and all Swing Line Borrowings shall be made in accordance with the Autoborrow Agreement, until the right to such Swing Line Borrowings is suspended or terminated hereunder or in accordance with the terms of the Autoborrow Agreement. For purposes of determining the Outstanding Amount under the Commitment at any time during which an Autoborrow Agreement is in effect, the Outstanding Amount of all Swing Line Loans shall be deemed to be the amount of the Swing Line Sublimit. For purposes of any Swing Line Borrowing pursuant to the Autoborrow Agreement, all references to Bank of America shall be deemed to be a reference to Bank of America, in its capacity as Swing Line Lender hereunder.

Borrowing Procedures. Each Swing Line a. Other than a Borrowing of Swingline Loans made pursuant to the Autoborrow Agreement, each Borrowing of Swingline Loans shall be made upon a the Borrower’s irrevocable notice to the applicable Swing Line Swingline Lender and the Administrative Agent, which may be given by (A) telephone or written Swing Line (B) by a Swingline Loan Notice; provided that each such any telephonic notice must be confirmed promptly by delivery to the Swing Line Lenders Swingline Lender and the Administrative Agent of a written Swing Line Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of that Borrower. Each such notice Swingline Loan Notice must be received by the Swing Line Lenders Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $1,000,000 (or an integral multiple of $100,000 in excess thereof)100,000, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lenders Swingline Lender of any Swing Line Swingline Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing of Swingline Loans (A) directing the Swing Line Lenders 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 4.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Swingline Lender will, not later than 4:00 3:00 p.m. on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to that the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line 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 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 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 a Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone or written telephone. Each such notice must be received by Swing Line Loan Notice; provided that each Lender and Administrative Agent not later than 3:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lenders Lender 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 Swing 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 Lenders Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have 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. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lenders 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 4.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 5:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that 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 Borrower on the books of Swing Line 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 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 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 Lendersimmediately available funds.

Borrowing Procedures. Each Swing Line Borrowing of Swingline Loans shall be made upon a the Borrower’s irrevocable notice to the applicable Swing Line Swingline Lender and the Administrative Agent, which may be given by telephone or written Swing Line Loan Notice; provided that each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lenders and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of that Borrowertelephone. Each such notice must be received by the Swing Line Lenders Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $1,000,000 (or an integral multiple principal amount of $100,000 in excess (or the Dollar Equivalent thereof), and (ii) the requested borrowing date, which shall be a Business DayDay and (iii) whether the Swingline Loan is to be denominated in Dollars or Canadian Dollars.. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer. Promptly after receipt by the Swing Line Lenders Swingline Lender of any Swing Line telephonic Swingline Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing Swingline Loan (A) directing the Swing Line Lenders 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 4.03 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Swingline Lender will, not later than 4:00 3:00 p.m. on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to that the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line 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 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 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 Alternative Currency Swing Line Borrowing shall be made upon a Borrowerthe Company’s irrevocable notice to the applicable Alternative Currency Swing Line Lender and the Administrative Agent, which may be given by by: (i) telephone or written (ii) an Alternative Currency Swing Line Loan Notice; provided that each such any telephonic notice must be confirmed promptly by delivery to the Alternative Currency Swing Line Lenders Lender and the Administrative Agent of a written an Alternative Currency Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of that Borrower. Each such notice must be received by the Alternative Currency Swing Line Lenders Lender and the Administrative Agent not later than 1:00 2:00 p.m. on the requested borrowing date 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)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 Company. Promptly after receipt by the Alternative Currency Swing Line Lenders Lender of any telephonic Alternative Currency Swing Line Loan Notice (by telephone or in writing)Notice, the Alternative Currency Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Alternative Currency Swing Line Lenders have 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. on the date of the proposed Alternative Currency Swing Line Borrowing (A) directing the Alternative Currency Swing Line Lenders 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 4.03 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Alternative Currency Swing Line Lenders will Lender will, not later than 4:00 p.m. 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 that Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, Company (x) at the Swing Line 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 Lenders have entered into arrangements reasonably satisfactory to it and the applicable 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 account of the Company on the books of the Alternative Currency Swing Line LoansLender in Same Day Funds or (y) by wire transfer of such funds in Same Day Funds, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer in each case in accordance with instructions provided to (and reasonably satisfactory to acceptable to) the Swing Line 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 Administrative Agent by the Swing Line LendersCompany.

Borrowing Procedures. Each At any time an Autoborrow Agreement is not in effect, each Swing Line Borrowing and each conversion of Swing Line Loans from one type to the other shall be made upon a Borrowerthe Company’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by (A) telephone or written (B) by a Swing Line Loan Notice; provided that each such any telephonic notice must be confirmed promptly immediately by delivery to the Swing Line Lenders Lender 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 Swing Line Loan Notice must be received by the Swing Line Lenders Lender and the Administrative Agent not later than 1:00 p.m. 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 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 DayDay and (iii) the Type of Swing Line Loan to be borrowed or to which existing Swing Line Loans are to be converted. Promptly after receipt by the Swing Line Lenders Lender of any Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lenders 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 4.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that Borrowerthe Company at its office by crediting the account of the Company on the books of the Swing Line Lender in immediately available funds. Notwithstanding anything If the Company fails to provide a timely Swing Line Loan Notice requesting a conversion of Eurodollar Rate Loans to Base Rate Loans, such Loans shall, subject to Article III, continue as Eurodollar Rate Loans. If the contrary contained Company fails to specify a Type of Swing Line Loan in this Section 2.04 or elsewhere in this Agreementa Swing Line Loan Notice, then the applicable Swing Line Loan shall, subject to Article III, be made as a Eurodollar Rate Loan. In order to facilitate the borrowing of Swing Line Loans, the Swing Line 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 may, in its sole discretion, agree with the Company to, (and the Swing Line Lenders have entered 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 applicable Borrower Swing Line Lender (the “Autoborrow Agreement”) providing for the automatic advance by the Swing Line Lender of 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 Used Vehicle Floorplan Facility (any such arrangement, a “Used Vehicle 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 Used Vehicle Autoborrow Arrangement no more frequently than once in any calendar year. At any time such an Autoborrow Agreement is in effect, the requirements for Swing Line Borrowings set forth in the immediately preceding paragraph shall not apply, and all Swing Line Borrowings shall be made in accordance with the Autoborrow Agreement, until the right to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line LoansBorrowings is suspended or terminated hereunder or in accordance with the terms of the Autoborrow Agreement. For purposes of determining the Outstanding Amount at any time during which an Autoborrow Agreement is in effect, including by Cash Collateralizing, or obtaining a backstop letter the Outstanding Amount of credit from an issuer reasonably satisfactory all Swing Line Loans shall be deemed to be the amount of the Swing Line Lenders to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share Sublimit. For purposes of the outstanding any Swing Line Loans. A Borrower shall repay Borrowing pursuant to the Autoborrow Agreement, all references to Bank of America shall be deemed to be a reference to Bank of America, in its capacity as 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 LendersLender hereunder.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon a the Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone or written telephone. Each such notice must be received by the Swing Line Loan Notice; provided that each Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $1,000,000 (ii) the requested borrowing date, which shall be a Business Day and (iii) the account of the 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 Lenders Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of that the Borrower. Each such notice must be received by the Swing 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 Lenders Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the such proposed Swing Line Borrowing (A) directing the Swing Line Lenders 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 4.03 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will AMERICAS/2023095923.12023095923.18 94 Credit Agreement Lender will, not later than 4:00 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line 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 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 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 a the Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by (A) telephone or written (B) by a Swing Line Loan Notice; provided that each such any telephonic notice must be confirmed promptly by delivery to the Swing Line Lenders Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of that Borrower. Each such Swing Line Loan notice must be received by the Swing Line Lenders Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $1,000,000 100,000 (or and any amount in excess thereof shall be in an integral multiple of $100,000 in excess thereof25,000), and (ii) the requested borrowing date, which shall be a Business DayDay and (iii) the amount of Swing Line Loans to be incurred under the 2018 Revolving Credit Tranche and the 2020 Revolving Credit Tranche, respectively (which, as provided in the immediately preceding clause (a), shall be allocated on a pro rata basis based on the amount of 2018 Revolving Credit Commitments and 2020 Revolving Credit Commitments outstanding at such time). Promptly after receipt by the Swing Line Lenders Lender of any Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lenders 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 4.03 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender will, not later than 4:00 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that Borrower. Notwithstanding anything the Borrower either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line 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 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 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 Administrative Agent by the Swing Line LendersBorrower.

Borrowing Procedures. Each (i) At any time an Autoborrow Agreement is not in effect, each Swing Line Borrowing shall be made upon a the US Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by (A) telephone or written (B) a Swing Line Loan Notice; provided that each such any telephonic notice must be confirmed promptly by delivery to the Swing Line Lenders Lender 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 Swing Line Loan Notice must be received by the Swing Line Lenders Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $1,000,000 (or an 100,000 and integral multiple multiples 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 Lenders Lender of any Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lenders 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 Lenders Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lenders have Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit US Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lenders 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 4.03 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenders will Lender shall, not later than 4:00 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to that Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, US Borrower at its office by crediting the account of the US Borrower on the books of the Swing Line 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 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 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 LendersSame Day Funds.