Common use of Borrowing Procedures Clause in Contracts

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower Agent’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $500,000 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 Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Agent. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender may, not later than 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 the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in Same Day Funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower Agent’s irrevocable notice by the Parent Borrower, on its own behalf or on behalf of the U.S. Borrower (each a “Swing Line Borrower”) to the Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) a Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon 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 $500,000 100,000 (and integral multiples any amount in excess of $100,000 in excess thereof, shall be an integral multiple of $50,000) and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Agent. Promptly after receipt by the Swing Line Lender of any telephonic notice or Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any U.S. Revolving Credit Lender) prior to 1:00 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender maywill, not later than 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 such Swing Line Borrower. Notwithstanding anything to the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a U.S. Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Parent Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in Same Day Fundssuch Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans.

Borrowing Procedures. Each Euro Swing Line Borrowing shall be made upon the Borrower Agentrequesting Euro Borrower’s irrevocable notice to the Euro Swing Line Lender and the Administrative Euro Funding Agent, which may only be given by telephonewritten notice. Each such notice must be received by the Euro Swing Line Lender and the Administrative Euro Funding Agent not later than 12:00 noon 11:00 a.m., Brussels time, on the requested borrowing date, and shall specify (ia) the amount to be borrowed, which shall be a minimum of $EUR 500,000 for a Euro denominated Euro Swing Line Loan and integral multiples of $100,000 in excess thereof, £500,000 for a Sterling denominated Euro Swing Line Loan and (iib) 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 Euro Swing Line Loan Notice, Notice shall be appropriately completed and signed by a Responsible Officer of the Borrower Agentrequesting Euro Borrower. Promptly after receipt by the Euro Swing Line Lender of any telephonic written Euro Swing Line Loan Notice, the Euro Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Euro Funding Agent (by telephone or in writing) that the Administrative Agent it has also received such Euro Swing Line Loan Notice and, if not, the Euro Swing Line Lender will notify the Administrative Euro Funding Agent (by telephone or in writing) of the contents thereof. Unless the Euro Swing Line Lender has received notice (by telephone or in writing) from the Global Administrative Agent, Euro Funding Agent (including at the request of any Revolving Credit Euro Lender) or any Credit Party prior to 1:00 2:00 p.m. (Brussels time) on the date of the proposed Euro Swing Line Borrowing (Ai) directing the Euro Swing Line Lender not to make such Euro Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), 3.5.1 or (Bii) that one or more of the applicable conditions specified in Article V VIII is not then satisfied, then, subject to the terms and conditions hereof, the Euro Swing Line Lender maywill, not later than 3:00 p.m. (Brussels time) on the borrowing date specified in such Euro Swing Line Loan Notice, make the amount of its Euro Swing Line Loan available to the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in Same Day Fundsrequesting Euro Borrower.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower Agent’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $500,000 100,000 and integral multiples of $100,000 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 Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Agent. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 p.m. P.M. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender may, not later than 3:00 p.m. P.M. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in Same Day Funds.

Borrowing Procedures. Each Borrowing of Swing Line Borrowing Loans shall be made upon the Borrower AgentBorrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon 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 $500,000 and integral multiples of $100,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower AgentBorrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 2:00 p.m. on the date of the proposed Borrowing of Swing Line Borrowing Loans (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender maywill, not later than 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 the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in Same Day FundsBorrower.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower AgentBorrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon 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 integral multiples of $100,000 in excess thereof250,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower AgentBorrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.06(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender maywill, not later than 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 the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Borrower. The Swing Line Lender in Same Day Fundsshall not be required to fund any Swing Line Loan to the extent any Revolving Lender is at such time a Defaulting Lender hereunder.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower AgentBorrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone(a) telephone or (b) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon 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 integral multiples or a whole multiple of $100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Agent. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V ARTICLE IV (other than matters previously waived) is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender maywill, not later than 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 the Borrower Agent at its office by crediting the account of the Borrower Agent designated on the books of the Swing Line Lender or by wire transfer in Same Day Fundsimmediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower AgentAdministrative Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon p.m. (New York City time) (or such later time as the Swing Line Lender shall reasonably determine) on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $500,000 100,000 (and any amount in excess thereof shall be an integral multiples multiple of $100,000 in excess thereof25,000), and (ii) the requested borrowing date, which shall be a Business DayDay and (iii) the name of the Borrower to which the Swing Line Loan is requested to be made and whether such Borrower is an ETMC Borrower or a Legacy Borrower. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower AgentAdministrative Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V Section 5.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender maywill, not later than 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 the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in Same Day FundsBorrowers.

Borrowing Procedures. Each Swing Line Borrowing of Swingline Loans shall be made upon the Borrower AgentBorrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by (A) a Swingline Loan Notice or (B) telephone. Each such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 12:00 noon 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 $500,000 100,000 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 Swingline Lender and the Administrative Agent of a written Swing Line Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Agent. Promptly after receipt by the Swing Line Swingline Lender of any telephonic Swing Line Swingline Loan Notice, the Swing Line Swingline Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 2:00 p.m. on the date of the proposed Swing Line Borrowing of Swingline Loans (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one (1) or more of the applicable conditions specified in Article V is not then satisfiedsatisfied (or waived in accordance with Section 11.01), then, subject to the terms and conditions hereof, the Swing Line Swingline Lender maywill, not later than 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 the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Swingline Lender in Same Day Fundsimmediately available funds.

Borrowing Procedures. Each Swing Line Borrowing (a) Borrower shall be made upon give written notice (each such written notice, a “Notice of Borrowing”) substantially in the Borrower Agent’s irrevocable notice form of Exhibit D to Administrative Agent and each Lender with an applicable Commitment of each proposed borrowing not later than 10:00 a.m. (Chicago time) three Business Days prior to the Swing Line Lender and the Administrative Agent, which may be given by telephoneproposed date of that borrowing. Each such notice will be effective upon receipt by Administrative Agent, will be irrevocable, and must specify the date, amount, Interest Period and Type of borrowing; provided that any borrowing of Term B Loans must be received by the Swing Line Lender at least $5,000,000 and the Administrative Agent not later than 12:00 noon on an integral multiple of $100,000. (b) On the requested borrowing date, and each Lender with an applicable Commitment shall specify (i) provide Administrative Agent with immediately available funds, to Administrative Agent’s Account, covering that ▇▇▇▇▇▇’s Pro Rata Share of that borrowing so long as the amount applicable Lender has not received written notice that the conditions precedent set forth in Section 12 with respect to that borrowing have not been satisfied. After Administrative Agent’s receipt of the proceeds of the applicable Loans from Lenders with applicable Commitments, Administrative Agent shall make the proceeds of those Loans available to Borrower on the applicable borrowing date by transferring to Borrower immediately available funds equal to the proceeds received by Administrative Agent. Each Base Rate borrowing must be borrowed, which shall be a minimum of $500,000 and integral multiples of $100,000 in excess thereof, and (ii) the requested borrowing date, which shall be on a Business Day. Each such telephonic notice must be confirmed promptly Lender shall, upon request of Administrative Agent, deliver to Administrative Agent a list of all Loans made by delivery that ▇▇▇▇▇▇, together with all information related thereto as Administrative Agent reasonably requests. Notwithstanding any provision of this Agreement to the Swing Line Lender contrary, Borrower may not request, and the Administrative Agent of a written Swing Line Loan NoticeLenders will not be required to fund, appropriately completed and signed by a Responsible Officer of the Borrower Agent. Promptly after receipt by the Swing Line Lender any borrowing of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, thena SOFR borrowing unless, subject to the terms and conditions hereofas more particularly described in Section 8, the Swing Line Lender may, not later than 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 the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in Same Day FundsSOFR is unavailable or unlawful.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower AgentRepresentative’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon 1:00 p.m. on the requested borrowing date, date of each Swing Line Borrowing and shall specify (i) the principal amount to be borrowed, which shall be a minimum of $500,000 100,000 (and integral multiples any amount in excess of $100,000 in excess thereofshall be an integral multiple of $50,000), and (ii) the requested borrowing datedate of the Swing Line Borrowing, which shall be a Business DayDay and (iii) the account of the applicable Borrower to which the proceeds of such Swing Line Borrowing should be credited. 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 an Authorized Officer of the Borrower AgentRepresentative. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan NoticeNotice (by telephone or in writing), the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V Section 3.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender maywill, not later than 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 the Borrower Agent at its office by crediting applicable Borrower. Notwithstanding anything to the account of the Borrower Agent on the books of contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Participating Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower Representative to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.21(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in Same Day Fundssuch Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans or other applicable share provided for under this Agreement. The Borrowers shall repay to the Swing Line Lender each Defaulting Lender’s portion (after giving effect to Section 2.21(a)(iv)) of each Swing Line Loan promptly following demand by the Swing Line Lender.

Borrowing Procedures. Each U.S. Swing Line Borrowing shall be made upon the Borrower AgentU.S. Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon 11:00 a.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $500,000 and integral multiples of $100,000 in excess thereof100,000, 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 NoticeNotice of Borrowing, appropriately completed and signed by a Responsible Officer an Authorized Employee of the Borrower AgentU.S. Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan NoticeNotice of Borrowing, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice of Borrowing and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit U.S. Revolver Lender) prior to 1:00 p.m. 11:00 a.m. on the date of the proposed U.S. Swing Line Borrowing (A) directing the Swing Line Lender not to make such U.S. Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a2.4.1(a), or (B) that one or more of the applicable conditions specified in Article V Section 11.2 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender maywill, not later than 3:00 p.m. promptly on the borrowing date specified in such Swing Line Loan NoticeNotice of Borrowing, make the amount of its U.S. Swing Line Loan available to the U.S. Borrower Agent at its office by crediting the account of the U.S. Borrower Agent on the books of the Swing Line Lender in Same Day Fundsimmediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower Agentany Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 12:00 noon 11:00 a.m. (New York time) on the requested borrowing datedate of the proposed Swing Line Borrowing, or at such later time as a Swing Line Lender may agree, and shall specify (i) the date of such Swing Line Borrowing, (ii) the amount to be borrowedof such Swing Line Borrowing, which shall be a minimum not less than $1,000,000 or an integral multiple of $500,000 and integral multiples of $100,000 1,000,000 in excess thereof, and (iiiii) the requested borrowing date, which shall be a Business Dayidentity of the Borrower requesting 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 Notice of Swing Line Loan NoticeBorrowing, appropriately completed and signed by a Responsible Officer of the Borrower Agentsuch Borrower. Promptly after receipt by the such Swing Line Lender of any telephonic Notice of Swing Line Loan NoticeBorrowing, the such Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) 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 such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the such Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 12:00 p.m. (New York time) on the date of the proposed Swing Line Borrowing (A) directing the such Swing Line Lender not to make such Swing Line Loan Advance as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), 2.03(a) or (B) that one or more of the applicable conditions specified in Article V III is not then satisfied, then, subject to the terms and conditions hereof, the such Swing Line Lender maywill, not later than 3:00 1:00 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 the applicable Borrower Agent at its office by crediting the account of the such Borrower Agent on the books of the such Swing Line Lender in Same Day Fundsimmediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower AgentAdministrative Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephonetelephone (provided that such telephonic notice complies with the informational requirements of the form of Swing Line Loan 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 $500,000 100,000 (and in integral multiples of $100,000 in excess thereof100,000), and (ii) the requested borrowing date, which shall be a Business DayDay and (iii) the Borrower to which the funds are to be disbursed. 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 AgentAdministrative Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 p.m. 12:00 noon on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender maywill, not later than 3:00 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 the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in Same Day FundsBorrowers.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower AgentBorrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon 2:00 p.m., New York City time on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $500,000 and integral multiples of $100,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower AgentBorrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 p.m. 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender maywill, not later than 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 the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in Same Day Funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower Agentany Revolving Facility Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon 1:00 p.m., Local Time, on the requested borrowing datedate or such later time on the requested borrowing date as may be approved by the Swing Line Lender in its sole discretion, and shall specify (i) the amount to be borrowed, which shall be a minimum in an aggregate amount that is an integral multiple of $500,000 the Borrowing Multiple and integral multiples of $100,000 in excess thereofnot less than the Borrowing Minimum, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Agent. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any USD Revolving Credit Facility Lender) prior to 1:00 p.m. 2:00 p.m., Local Time, on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V Section 5.05 is not then satisfiedsatisfied or waived (and one or more such conditions are not in fact satisfied or waived), then, subject to the terms and conditions hereof, the Swing Line Lender maywill, not later than 3:00 p.m. p.m., Local Time, on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the such Revolving Facility Borrower Agent at its office in immediately available funds either by (i) crediting the account of the such Revolving Facility Borrower Agent on the books of the Swing Line Lender with the amount of such funds or (ii) wire transfer of such funds, in Same Day Fundseach case in accordance with instructions provided to the Swing Line Lender by such Revolving Facility Borrower.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower Agent’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $500,000 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 Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Agent. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 p.m. P.M. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender may, not later than 3:00 p.m. P.M. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in Same Day Funds.

Borrowing Procedures. Each Borrowing of Swing Line Borrowing Loans shall be made upon the Borrower AgentBorrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice to the Administrative Agent as Swing Line Lender must be received not later than 4:30 p.m. on the requested borrowing date, and each such Swing Line Loan Notice to a Swing Line Lender other than the Administrative Agent must be received by the such Swing Line Lender and the Administrative Agent not later than 12:00 noon 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 $500,000 100,000 and integral multiples of $100,000 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 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 Agent. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 3:00 p.m. on the date of the proposed Borrowing of Swing Line Borrowing Loans (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender maywill, not later than 3:00 5:30 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in Same Day FundsBorrower.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower Agent’s Borrower's irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon 2:00 p.m. New York, New York time on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $500,000 and integral multiples 100,000 or a whole multiple of $100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower AgentBorrower. Promptly after receipt by the Swing Line Lender Administrative Agent of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) 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, notify the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of such Swing Line Loan Notice and the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 2:30 p.m. New York, New York time on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a2.15(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender maywill, not later than 3:00 p.m. New York, New York time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in Same Day Fundsimmediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower AgentBorrower’s irrevocable notice to the Swing Line Lender Lenders and the Administrative Agent, which may be given by telephone(A) telephone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lenders and the Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the Swing Line Lender Lenders and the Administrative Agent not later than 12:00 noon 2:00 p.m., New York City time, on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $500,000 and integral multiples of $100,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Agent. Promptly after receipt by the Swing Line Lender Lenders of any telephonic Swing Line Loan Notice, the each Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the each Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 p.m. 3:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender Lenders not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.17(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the such Swing Line Lender maywill, not later than 3:00 p.m. p.m., New York City time, on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower Agent at its office by crediting the account of the Borrower Agent on the books ratable portion of the Swing Line Loan to be made by such Swing Line Lender (such ratable portion to be calculated based upon such Swing Line Lender’s Revolving Commitment (in Same Day Fundsits capacity as a Revolving Lender) to the total Revolving Commitments of all of the Swing Line Lenders (in their respective capacities as Revolving Lenders)) available to the Borrower.

Borrowing Procedures. Each (i) At any time an Autoborrow Agreement is not in effect, each Swing Line Borrowing shall be made upon the Borrower AgentApplicable Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) a Swing Line Loan Notice; provided that 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 Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon 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 integral multiples of $100,000 in excess thereof500,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Agent. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 3:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender maywill, not later than 3:00 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 the Borrower Applicable Borrower. (ii) In order to facilitate the borrowing of Swing Line Loans, the Revolving Borrowers and the Swing Line Lender may mutually agree to, and are hereby authorized to, enter into an Autoborrow Agreement in form and substance satisfactory to the Administrative Agent at its office and the Swing Line Lender (the “Autoborrow Agreement”) providing for the automatic advance by crediting the account Swing Line Lender of Swing Line Loans under the conditions set forth in such agreement, which shall be in addition to the conditions set forth herein. At any time 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; provided that any automatic advance made by Bank of America in reliance of the Borrower Agent on Autoborrow Agreement shall be deemed a Swing Line Loan as of the books time such automatic advance is made notwithstanding any provision in the Autoborrow Agreement to the contrary. For purposes of determining the Outstanding Amount under the Aggregate Revolving Credit Commitments 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 in the Autoborrow Agreement shall be deemed to be a reference to Bank of America, in its capacity as Swing Line Lender in Same Day Fundshereunder.

Borrowing Procedures. The Borrowers shall give written notice (each such written notice, a “Notice of Borrowing”) substantially in the form of Exhibit D or telephonic notice (followed immediately by a Notice of Borrowing) to the Administrative Agent of each proposed borrowing not later than (a) in the case of a Base Rate borrowing, 11:00 A.M., Chicago time, on the proposed date of such borrowing, and (b) in the case of a LIBOR borrowing, 11:00 A.M., Chicago time, at least three Business Days prior to the proposed date of such borrowing. Each Swing Line Borrowing such notice shall be made effective upon the Borrower Agent’s irrevocable notice to the Swing Line Lender and receipt by the Administrative Agent, which may shall be given irrevocable, and shall specify the date, amount and type of borrowing and, in the case of a LIBOR borrowing, the initial Interest Period therefor. Promptly upon receipt of such notice, the Administrative Agent shall advise each Lender thereof. Not later than 1:00 P.M., Chicago time, on the date of a proposed borrowing, each Lender shall provide the Administrative Agent at the office specified by telephone. Each the Administrative Agent with immediately available funds covering such Lender’s Pro Rata Share of such borrowing and, so long as the Administrative Agent has not received written notice must be that the conditions precedent set forth in Section 12 with respect to such borrowing have not been satisfied, the Administrative Agent shall pay over the funds received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon to the Borrowers on the requested borrowing date. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any borrowing that such Lender will not make available to the Administrative Agent its respective share of such borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with this Section and shall specify may, in reliance upon such assumption, make available to the respective Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing available to the Administrative Agent, then the applicable Lender and the Borrowers severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest hereon, for each day from and including the date such amount is made available to the relevant Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the amount to be borrowedcase of such Lender, which shall be the greater of the Federal Funds Rate and a minimum of $500,000 and integral multiples of $100,000 rate determined by the Administrative Agent in excess thereof, and accordance with banking industry rules on interbank compensation or (ii) in the requested case of the Borrowers, the interest rate applicable to Base Rate Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such borrowing. Each borrowing date, which shall be on a Business Day. Each such telephonic notice must Base Rate borrowing shall 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 Agent. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender may, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the an aggregate amount of its Swing Line Loan available to the Borrower Agent at its office by crediting the account least $1,000,000 and an integral multiple of the Borrower Agent on the books $500,000, and each LIBOR borrowing shall be in an aggregate amount of the Swing Line Lender in Same Day Fundsat least $5,000,000 and an integral multiple of at least $1,000,000.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower AgentBorrower’s irrevocable notice to the Swing Line Lender and the Administrative AgentAgent in the form of Exhibit A-3, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon 3:00 p.m., New York time, on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $500,000 and integral multiples of $100,000 in excess thereof500,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Borrowing Notice, appropriately completed and signed by a Responsible Officer of the Borrower AgentBorrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Borrowing Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Borrowing Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 p.m. 4:00 p.m., New York time, on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender maywill, not later than 3:00 p.m. 4:00 p.m., New York time, on the borrowing date specified in such Swing Line Loan Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in Same Day Fundsimmediately available funds.

Borrowing Procedures. Each Swing Line Borrowing of Swingline Loans shall be made upon the Borrower AgentBorrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 12:00 noon 1:00 p.m. (New York City time) on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $500,000 and integral multiples of $100,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Swingline Lender and the Administrative Agent of a written Swing Line Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower AgentBorrower. Promptly after receipt by the Swing Line Swingline Lender of any telephonic Swing Line Swingline Loan Notice, the Swing Line Swingline Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 2:00 p.m. (New York City time) on the date of the proposed Swing Line Borrowing Swingline Loan (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender maywill, not later than 3:00 p.m. (New York City time) on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in Same Day FundsBorrower.

Borrowing Procedures. Each Swing Line Swingline Borrowing shall be made upon the Borrower AgentBorrower’s irrevocable written notice to the Swing Line Swingline Lender and the Administrative AgentAgent in the form of a Swingline Loan Notice, which may be given by telephone. Each such notice (i) must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 12:00 noon 1:00 p.m. on the requested borrowing date, date and (ii) shall specify (i) the amount to be borrowed, borrowed (which shall be a minimum of $500,000 100,000) and integral multiples of $100,000 in excess thereof, and (ii) the requested borrowing date, date (which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Agent). Promptly after receipt by the Swing Line Swingline Lender of any telephonic Swing Line Swingline Loan Notice, the Swing Line Swingline Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 2:00 p.m. on the date of the proposed Swing Line Swingline Borrowing (Ai) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), 2.4(a) or (Bii) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender maywill, not later than 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 the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Swingline Lender in Same Day Fundsimmediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower AgentBorrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephonetelephone for a borrowing in Dollars or by facsimile for a borrowing in Canadian Dollars. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon 1:00 p.m. (New York City time) on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $500,000 and integral multiples 100,000 or the equivalent amount in Canadian Dollars as of $100,000 in excess thereofthe requested date of borrowing with the Spot Exchange Rate to be calculated as of such requested date of 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 Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible an Authorized Officer of the Borrower AgentBorrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 2:00 p.m. (New York City time) on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.4(a), or (B) that one or more of the applicable conditions specified in Article V Section 3 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender maywill, not later than 3:00 p.m. (New York City time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in Same Day Funds.

Borrowing Procedures. Each U.S. Swing Line Borrowing shall be made upon the Borrower AgentCompany’s irrevocable notice to the U.S. Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the U.S. Swing Line Lender and the Administrative Agent not later than 12:00 noon 10:00 a.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $500,000 and integral multiples of $100,000 in excess thereofU.S.$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 U.S. Swing Line Lender and the Administrative Agent of a written U.S. Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower AgentCompany. Promptly after receipt by the U.S. Swing Line Lender of any telephonic U.S. Swing Line Loan Notice, the U.S. Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such U.S. Swing Line Loan Notice and, if not, the U.S. Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the U.S. Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Tranche 1 Lender) prior to 1:00 p.m. 11:00 a.m. on the date of the proposed U.S. Swing Line Borrowing (A) directing the U.S. Swing Line Lender not to make such U.S. Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the U.S. Swing Line Lender maywill, not later than 3:00 p.m. 12:00 noon on the borrowing date specified in such U.S. Swing Line Loan Notice, make the amount of its U.S. Swing Line Loan available to the Borrower Agent Company at its office by crediting the account of the Borrower Agent Company on the books of the U.S. Swing Line Lender in Same Day Funds.

Borrowing Procedures. Each Swing Line Borrowing (a) Notwithstanding anything contained herein to the contrary, (i) the Borrower shall be made upon entitled to no more than one advance (the "Advance") of the Term Loans hereunder, (ii) the Advance shall be in an amount equal to or less than the Maximum Committed Amount and (iii) to the extent the Borrower Agent’s irrevocable has not requested the Advance on or before February 28, 2003, this Note and the Lenders' respective obligations and commitments to make the Term Loans shall automatically terminate without notice to the Swing Line Lender Borrower; provided, however, that Borrower shall remain responsible for payment of all costs and expenses incurred by the Administrative Agent, which may be given by telephoneAgent in accordance with Sections 5.01(l) and 11.04 hereof and for all applicable fees due and owing pursuant to the terms hereof. Each such notice must be received by the Swing Line Lender and The Borrower shall submit an appropriate Loan Notice to the Administrative Agent not later than 12:00 noon 11:00 A.M. (Charlotte, North Carolina time) on the requested borrowing date, and shall specify Business Day most nearly preceding the date on which it desires to receive the Advance (i) the amount to be borrowed, which shall be a minimum of $500,000 and integral multiples of $100,000 in excess thereof, and (ii) the requested borrowing date, which date shall be a Business Day). Each such telephonic notice must Such Loan Notice shall be confirmed promptly by delivery to irrevocable, shall specify the Swing Line Lender amount of the advance requested and the Administrative Agent date on which it request the Advance to be made and shall contain certifications of a written Swing Line Loan Notice, appropriately completed and signed by a an Responsible Officer of the Borrower Agent. Promptly after stating that each of the conditions set forth in Section 5.01 hereof for the making of the Advance have been satisfied as of the date of such requested Advance. (b) Following receipt by the Swing Line Lender of any telephonic Swing Line a Loan Notice, the Swing Line Administrative Agent shall promptly notify each Lender will of the amount of its Pro Rata Share of the Advance requested therein and each Lender shall make an its Term Loan (iin an amount not to exceed such Lender's Commitment) deliver notice available to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan in immediately available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with funds at the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to Agent's Office not later than 1:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth Business Day specified in the proviso to the first sentence of Section 2.04(a), or (B) that one or more applicable Loan Notice. Upon satisfaction of the applicable conditions specified set forth in Article V is not then satisfied, then, subject to the terms and conditions hereofSection 5.01, the Swing Line Lender may, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, Administrative Agent shall make the amount of its Swing Line Loan all funds so received available to the Borrower in like funds as received by the Administrative Agent at its office by crediting wire transfer of such funds in accordance with instructions provided to (and reasonably acceptable to) the account of Administrative Agent by the Borrower Agent on the books of the Swing Line Lender in Same Day FundsBorrower.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower AgentPrincipal Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon 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 integral multiples of $100,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower AgentPrincipal Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender (A) has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 2:00 p.m. on the date of the proposed Swing Line Borrowing (A1) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B2) that one or more of the applicable conditions specified in Article V IV is not then satisfied, or (B) has, prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing, notified the Borrowers that it has elected, in its discretion, not to fund the requested Swing Line Borrowing, then, subject to the terms and conditions hereof, the Swing Line Lender maywill, not later than 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 the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Borrowers. The Swing Line Lender in Same Day Fundsshall not be required to fund any Swing Line Loan to the extent there is a then-existing default of any Lender’s obligations to fund under any provision hereof or any Lender is at such time an Impacted Lender hereunder.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower AgentBorrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each such notice Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon 1:00 p.m. on the requested borrowing datedate (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 One Hundred Thousand and No/100 Dollars ($500,000 and integral multiples of $100,000 in excess thereof100,000.00), and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Agent. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lenderthe Required Lenders) prior to 1:00 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender maywill, not later than 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 the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in Same Day FundsBorrower.

Borrowing Procedures. Each Borrowing of U.K. Swing Line Borrowing Loans shall be made upon the Borrower AgentU.K. Borrower’s irrevocable written notice to the U.K. Swing Line Lender and the Administrative Agent, which shall be signed by a Responsible Officer of the U.K. Borrower and which may be given by telephonefacsimile. Each such notice must be received by the U.K. Swing Line Lender and the Administrative Agent not later than 12:00 noon 11:00 a.m. (London time) on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $500,000 £150,000 and integral multiples of $£100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic facsimile 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 Agent. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver original executed notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such U.K. Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereofLender. Unless the U.K. Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 p.m. (London time) on the date of the proposed Borrowing of U.K. Swing Line Borrowing Loans (A) directing the U.K. Swing Line Lender not to make such U.K. Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.18(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the U.K. Swing Line Lender maywill, not later than 3:00 2:00 p.m. (London time) on the borrowing date specified in such U.K. Swing Line Loan Notice, make the amount of its U.K. Swing Line Loan available to the U.K. Borrower Agent at its office by crediting the account of the U.K. Borrower Agent on the books of the U.K. Swing Line Lender (or otherwise transfer such amounts per the U.K. Borrower’s payment instructions) in Same Day Funds.

Borrowing Procedures. Each Borrowing of Dutch Swing Line Borrowing Loans shall be made upon the Borrower AgentDutch Borrower’s irrevocable notice to the Dutch Swing Line Lender and the Administrative Agent, which may be given by: (A) telephone or (B) a Dutch Swing Line Loan Notice; provided that any telephonic notice must be confirmed immediately by telephonedelivery to the Dutch Swing Line Lender and the Administrative Agent of a Dutch Swing Line Loan Notice. Each such notice must be received by the Dutch Swing Line Lender and the Administrative Agent not later than 12:00 noon 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 $500,000 and integral multiples of $100,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Agent. Promptly after receipt by the Dutch Swing Line Lender of any telephonic Dutch Swing Line Loan Notice, the Dutch Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Dutch Swing Line Loan Notice and, if not, the Dutch Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Dutch Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 2:00 p.m. on the date of the proposed Borrowing of Dutch Swing Line Borrowing Loans (A) directing the Dutch Swing Line Lender not to make such Dutch Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.16(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the Dutch Swing Line Lender maywill, not later than 3:00 p.m. on the borrowing date specified in such Dutch Swing Line Loan Notice, make the amount of its Dutch Swing Line Loan available to the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in Same Day FundsDutch Borrower.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower AgentAdministrative Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephonetelephone (provided that such telephonic notice complies with the informational requirements of the form of Swing Line Loan Notice attached hereto). Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $500,000 100,000 (and in integral multiples of $100,000 in excess thereof100,000), and (ii) the requested borrowing date, which shall be a Business DayDay and (iii) the Borrower to which the funds are to be disbursed. 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 AgentAdministrative Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 12:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a2.05(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender maywill, not later than 3:00 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 the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in Same Day FundsBorrowers.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower AgentU.S. Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $500,000 250,000 and in integral multiples of $100,000 50,000 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 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 AgentU.S. Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender maywill, not later than 3:00 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 the U.S. Borrower Agent at its office by crediting the account of the U.S. Borrower Agent on the books of the Swing Line Lender in Same Day Fundsimmediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower AgentBorrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon 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 integral multiples or a whole multiple of $100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower AgentBorrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV (other than matters previously waived) is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender maywill, not later than 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 the Borrower Agent at its office by crediting the account of the Borrower Agent designated on the books of the Swing Line Lender in Same Day Fundsimmediately available funds. If the Swing Line Lender elects in its sole discretion not to make a Swing Line Loan, the Borrower’s Swing Line Loan Notice will be deemed to be a requested Borrowing of Base Rate Loans under Section 2.02; provided, that, that if such Swing Line Notice was delivered after 10:00 a.m. on the date the Swing Line Loan is requested, the deemed notice of a Borrowing of Base Rate Loans shall be deemed to have been delivered at 9:00 a.m. on the immediately succeeding Business Day.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower Agent’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon 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 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 Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Agent. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 p.m. P.M. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender may, not later than 3:00 p.m. P.M. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in Same Day Funds.

Borrowing Procedures. Each In order to request a Swing Line Borrowing shall be made upon Loan, the Borrower Agent’s irrevocable Representative shall give to Agent a notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon 2:00 p.m. on the requested borrowing date, and shall specify (i) day of the amount to be borrowedproposed Borrowing, which shall be made in a minimum writing or in an Electronic Transmission substantially in the form of $500,000 and integral multiples of $100,000 Exhibit 1.1(c) or in excess thereofa writing in any other form acceptable to Agent duly completed (a “Swingline Request”), and (ii) provided, that any Swingline Request received after 2:00 p.m. may, in the requested borrowing dateAgent’s discretion, which shall be a deemed to be received on the next Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent In addition, if any Notice of Borrowing of Revolving Loans requests a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer Borrowing of the Borrower Agent. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan NoticeBase Rate Loans, the Swing Line Swingline Lender will may (i) deliver notice to except during the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 p.m. period commencing on the date of first Business Day after it receives notice from Agent or the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) Required Lenders that one or more of the applicable conditions specified precedent contained in Article V is Section 2.2 are not then satisfiedsatisfied and ending when such conditions are satisfied or duly waived), thennotwithstanding anything else to the contrary herein, make a Swing Loan to the Borrowers in an aggregate amount not to exceed the lesser of (x) its Swingline Commitment or (y) such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Agent shall promptly notify the Swingline Lender of the details of the requested Swing Loan. Upon receipt of such notice and subject to the terms and conditions hereofof this Agreement, the Swingline Lender may make a Swing Line Lender may, not later than 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 the Borrower Borrowers by making the proceeds thereof available to Agent at its office by crediting and, in turn, Agent shall make such proceeds available to the account of the Borrower Agent Borrowers not later than 5:00 p.m. on the books date of the Swing Line Lender in Same Day Fundssuch Swingline Request or Notice of Borrowing.

Borrowing Procedures. Each Swing Line Borrowing The applicable Borrower shall be made upon the Borrower Agent’s irrevocable give notice to the Swing Line Lender Administrative Agent of each proposed borrowing of Revolving Loans (and the Administrative Agentborrowing of Term Loans on the Effective Time), which may be given by telephone. 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 by: (iA) the amount to be borrowed, which shall be telephone or (B) delivery of a minimum of $500,000 and integral multiples of $100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice. Each such Loan Notice must be received by the Administrative Agent not later than (a) in the case of a borrowing of Base Rate Loans, appropriately completed 10:00 a.m. on the proposed date of such borrowing, (b) in the case of a borrowing of Canadian Prime Rate Loans, 10:00 a.m. on the proposed date of such borrowing, (c) in the case of a borrowing of Daily Floating LIBOR Loans, 10:00 a.m. (Local Time) on the proposed date of such borrowing, and signed by (d) in the case of a Responsible Officer borrowing of Eurocurrency Loans, 10:00 a.m. (Local Time) (i) at least three Business Days prior to the Borrower Agentproposed date of such borrowing, in the case of a borrowing denominated in Dollars and (ii) at least four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the proposed date of such borrowing, in the case of a borrowing denominated in an Alternative Currency. Promptly after Each such notice shall be effective upon receipt by the Swing Line Lender Administrative Agent, shall be irrevocable, and shall specify the date, amount and Type of any telephonic Swing Line Loan NoticeBorrowing and, in the case of a Borrowing of Eurocurrency Loans, the Swing Line Lender will (i) deliver notice to initial Interest Period and the Borrower Agent and Applicable Currency therefor. Promptly upon receipt of such notice, the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers shall advise each Lender thereof and, if agreeing to make such Swing Line Loanborrowing is in an Alternative Currency, (ii) confirm with of the aggregate Dollar Equivalent Amount of such borrowing and the Spot Rate used by the Administrative Agent to determine such aggregate Dollar Equivalent Amount. Not later than 1:00 p.m. (Local Time) on the date of a proposed borrowing, each Lender shall provide the Administrative Agent at the office specified by telephone or in writing) that the Administrative Agent with immediately available funds covering such Lender’s Percentage of such borrowing and, so long as the Administrative Agent has also not received written notice that the conditions precedent set forth in Section 11 with respect to such Swing Line Loan Notice andborrowing have not been satisfied, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of shall pay over the contents thereof. Unless requested amount to the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 p.m. applicable Borrower on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as requested borrowing date. Each borrowing shall be on a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender may, not later than 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 the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in Same Day FundsBusiness Day.

Borrowing Procedures. Each Swing Line Borrowing (a) The Company shall give the Agent prior written or telephonic notice of each requested Borrowing, which shall be made upon of the Borrower Agent’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephonesame type of Loan. Each such notice must shall be received by irrevocable and, in addition to the Swing Line Lender and the Administrative Agent not later than 12:00 noon on the requested borrowing dateinformation required pursuant to Section 3.2(b), and shall specify (i) the amount to be borrowed, borrowing date (which shall be a minimum of $500,000 and integral multiples of $100,000 in excess thereofBanking Day), and (ii) the requested borrowing dateamount and type of Loan, which and (iii) if the Borrowing is to be of Eurodollar Loans, the initial Interest Period for such Loans. Each notice of a Borrowing of Floating Rate Loans shall be a Business Dayreceived by the Agent not later than 11:00 a.m., Chicago time on the borrowing date with respect to such requested Borrowing and each notice of Borrowing of Eurodollar Loans shall be received by the Agent not later than 11:30 a.m., Chicago time at least three Banking Days prior to the borrowing date with respect to such requested Borrowing. Each such Borrowing of Floating Rate Revolving Loans and of Eurodollar Revolving Loans shall be in a minimum aggregate amount of $100,000 or an integral multiple of $50,000 in excess thereof. The Company shall promptly confirm any telephonic notice must be confirmed promptly of a request for a Borrowing of Revolving Loans or Term Loans in writing not later than the next following Banking Day by delivery delivering to the Swing Line Lender Agent a confirmation (the "Confirmation") in the form of Exhibit C hereto, it being understood, however, that the Company's failure to confirm any telephonic notice or otherwise comply with the provisions of this Section 3.2 shall not affect the obligation of the Company to repay each Loan in accordance with the terms of this Agreement and the Administrative Agent applicable Note. (b) On or before 2:00 p.m. Chicago time on the Banking Day of a written Swing Line Loan Noticerequested Borrowing, appropriately completed and signed by a Responsible Officer each Bank shall deposit with the Agent same day funds in an amount equal to such Bank's Percentage of the Borrower Agentrequested Borrowing. Promptly after receipt Such deposit will be made to an account which the Agent shall specify from time to time by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent Banks. To the extent funds are received from the Banks, and provided all the Administrative Agent as to whether it will or will not make such Swing Line Loan available conditions precedent to the Borrowers and, if agreeing to make such Swing Line Loan, making of the requested Loans have been satisfied (ii) confirm unless waived in accordance with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) provisions of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(athis Agreement), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, of Section 2.2 the Swing Line Lender may, not later than 3:00 p.m. on Agent shall make a wire transfer to account number ▇▇▇▇▇▇▇ maintained by the borrowing date specified in such Swing Line Company with Bank of America (#071-000039) or otherwise at the Company's direction. No Bank's obligation to make any Loan Notice, shall be affected by any other Bank's failure to make the amount of its Swing Line Loan available to the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in Same Day Fundsany Loan.

Borrowing Procedures. Each Unless an Auto Borrow Arrangement is in effect under Subsection (h), each Borrowing of Swing Line Borrowing Loans shall be made upon the Borrower Agent’s Borrowers’ irrevocable notice to the Swing Line Lender and and, if the Swing Line Lender is not RBC, the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and and, if the Swing Line Lender is not RBC, the Administrative Agent not later than 12:00 noon 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 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 Lender and and, if the Swing Line Lender is not RBC, the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower AgentBorrowers. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) ), as applicable, that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 2:00 p.m. on the date of the proposed Borrowing of Swing Line Borrowing Loans (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a)Subsection (a) above, or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender maywill, not later than 3:00 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 the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in Same Day FundsBorrowers.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower AgentBorrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon (Central time) on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $500,000 and integral multiples 1,000,000 or a whole multiple of $100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower AgentBorrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 p.m. (Central time) on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender maywill, not later than 3:00 2:00 p.m. (Central time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in Same Day Fundsimmediately available funds.

Borrowing Procedures. (a) Each Swing Line Borrowing Revolving Loan shall be made upon the by a written request by or on behalf of a Borrower Agent’s irrevocable notice delivered to the Swing Line Lender and the Administrative Agent, (which may be given by telephone. Each such notice must be delivered through Lender’s electronic platform or portal) and received by the Swing Line Lender and the Administrative Agent not no later than 12:00 noon 11:00 a.m. on the Business Day that is the requested borrowing datedate that the Revolving Loan be made, and shall specify specifying (i) the amount to be borrowed, which shall be a minimum of $500,000 and integral multiples of $100,000 in excess thereofsuch Revolving Loan, and (ii) the requested borrowing datedate of such Revolving Loan, which shall be a Business Day; provided, that, Lender may, in its discretion, elect to accept as timely requests that are received later than 11:00 a.m. on the applicable Business Day, subject to Section 2.2(c). Each such telephonic notice must be confirmed promptly by delivery All borrowing requests which are not made on-line via Lender’s electronic platform or portal or pursuant to the Swing Line Loan Manager Service shall be subject to (and unless Lender and elects otherwise in its discretion, such Revolving Loans shall not be made until the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of completion of) ▇▇▇▇▇▇’s authentication process (with results satisfactory to Lender) prior to the Borrower Agent. Promptly after receipt by the Swing Line Lender funding of any telephonic Swing Line Loan Noticesuch requested Revolving Loan. ACTIVE 683704526v8 28 (b) All Revolving Loans shall be conclusively presumed to have been made to, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit and for the benefit of, a Borrower when deposited to the credit of a Borrower or otherwise disbursed or established in accordance with the instructions of a Borrower to the deposit account specified to Lender for such purpose (which shall be at a bank acceptable to Lender) prior to 1:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth or in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to accordance with the terms and conditions hereofof this Agreement. (c) If ▇▇▇▇▇▇ has separately agreed that a Borrower may use the Loan Manager Service, Revolving Loans (i) will be made solely by the Swing Line Lender mayLoan Manager Service, not later than 3:00 p.m. on and (ii) will be initiated by ▇▇▇▇▇▇ and credited to a Borrower’s operating account maintained with ▇▇▇▇▇▇ as Revolving Loans as of the borrowing date specified end of each Business Day in an amount sufficient to maintain an agreed upon ledger balance in such Swing Line Loan NoticeBorrower’s operating account maintained with Lender, make the amount of its Swing Line Loan available subject to Excess Availability. Lender may terminate a Borrower’s access to the Loan Manager Service at any time in its discretion. If ▇▇▇▇▇▇ terminates a Borrower’s access to the Loan Manager Service, each Borrower Agent at its office by crediting may continue to request Revolving Loans as provided herein so long as no Event of Default exists. Lender will have no obligation to make a Revolving Loan through the account Loan Manager Service in an amount in excess of Excess Availability or if an Event of Default exists or any of the Borrower Agent on the books of the Swing Line Lender other conditions set forth in Same Day FundsSection 3.2 are not satisfied.

Borrowing Procedures. Each Borrowing of Swing Line Borrowing Loans shall be made upon the Borrower Agent’s Borrower's irrevocable notice to the Swing Line Lender and the Revolving Credit Facility Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Revolving Credit Facility Administrative Agent not later than 12:00 noon 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 $500,000 and integral multiples 100,000, or a whole multiple of $100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Revolving Credit Facility Administrative Agent of a written Swing Line Loan NoticeRequest, appropriately completed and signed by a Responsible Officer of the Borrower AgentBorrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan NoticeRequest, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Revolving Credit Facility Administrative Agent (by telephone or in writing) that the Revolving Credit Facility Administrative Agent has also received such Swing Line Loan Notice Request and, if not, the Swing Line Lender will notify the Revolving Credit Facility Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Revolving Credit Facility Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 2:00 p.m. on the date of the proposed Borrowing of Swing Line Borrowing Loans (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a) (The Swing Line), or (B) that one or more of the applicable conditions specified in Article V (Conditions Precedent) is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender maywill, not later than 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 the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in Same Day FundsBorrower.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower Agent’s irrevocable notice to the Swing Line Lender and the Administrative AgentAgent pursuant to a Swing Line Loan Notice, which Swing Line Loan Notice may be given by telephonetelephonic or written. Each such notice Swing Line Loan 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 $500,000 and integral multiples of $100,000 in excess thereof, thereof and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice by the Borrower Agent pursuant to this Section 2.05(b) 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 Agent. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a2.05(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender may, not later than 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 the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in Same Day Funds.. 58 119482860_14 #193013499_v7

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower Agent’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $500,000 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 Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Agent. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender may, not later than 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 the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in Same Day Funds.forth

Borrowing Procedures. Each Swing Line Borrowing (a) The Borrower shall give the Administrative Agent notice of each Revolving Loan to be made upon hereunder as provided in Section 2.8. Not later than 2:00 p.m. Providence, Rhode Island time on the date of such Revolving Loan, each Bank shall, through its Lending Office and subject to the conditions of this Agreement, make the amount of the Revolving Loan to be made by it on such day available to the Administrative Agent at the Administrative Agent's Lending Office in the currency in which such Revolving Loan is to be made and in immediately available funds in Dollars, or in the case of Alternative Currencies, no later than three (3) Banking Days from the date of such notice, for the account of the Borrower. The amount so received by the Administrative Agent shall, subject to the conditions of this Agreement, be made available to the Borrower, in immediately available funds in Dollars, or in the case of Alternative Currencies, no later than three (3) Banking Days from the date of such notice, by the Administrative Agent crediting an account of the Borrower Agent’s irrevocable notice designated by the Borrower and maintained with the Administrative Agent at its Lending Office. Not more than eight (8) Loans will be made available to the Swing Line Lender Borrower in any calendar month. (i) In addition to Borrowings of Revolving Loans, at any time at least 30 days prior to the Termination Date, the Borrower may, as set forth herein, request the Banks to make offers to make Money Market Loans to the Borrower in Dollars. The Banks may, but shall not have the obligation to, make any such offers and the Borrower may, but shall have no obligation to, accept any such offers in the manner set forth herein. Money Market Loans may be LIBOR Market Loans or Set Rate Loans, provided that the aggregate unpaid principal amount of all Money Market Loans, together with the aggregate unpaid principal amount of all Revolving Loans, at any one time outstanding, shall not exceed the aggregate amount of the Commitments at such time. (ii) The Borrower shall request Money Market Loans by delivering a Money Market Quote Request to the Administrative Agent, not later than 10:00 a.m. Providence, Rhode Island time (x) four (4) Banking Days prior to the date of the proposed Money Market Loan in the case of a LIBOR Auction or (y) one (1) Banking Day prior to the date of the proposed Money Market Loan in the case of a proposed Set Rate Auction (or, in any such case, such other time and date as the Borrower and the Administrative Agent, with the consent of the Required Banks, may agree). The Borrower may request offers to make both LIBOR Market Loans and Set Rate Loans and an aggregate of up to four different Interest Periods in a single notice (for which may purpose Interest Periods in different lettered clauses of the definition of the term "Interest Period" shall be given by telephonedeemed to be different Interest Periods even if they are coterminous); provided that the request for each separate Interest Period shal be deemed a separate Money Market Quote Request for a separate Borrowing (a "Money Market Borrowing"). Each such notice must shall be received by substantially in the Swing Line Lender and the Administrative Agent not later than 12:00 noon on the requested borrowing date, form of Exhibit D-1 or D-2 hereto (as applicable) and shall specify as to each Money Market Borrowing: (iA) the amount to be borrowedproposed date of such Borrowing, which shall be a minimum Banking Day; (B) the aggregate amount of such Money Market Borrowing, which shall be at least $5,000,000 (or a higher integral multiple of $500,000 1,000,000) but which shall not cause the limits in clause (b)(i) above to be violated; (C) the Interest Period applicable thereto; (D) whether the Money Market Quote Request requested for a particular Interest Period are seeking quotes for LIBOR Market Loans or Set Rate Loans; and (E) if the Money Market Quote Requests are seeking quotes for Set Rate Loans, the date on which the Money Market Quotes are to be submitted if it is before the proposed date of Borrowing (the date on which such Money Market Quotes are to be submitted is called the "Quotation Date"). Except as otherwise provided in this clause (b)(ii), no Money Market Quote Request shall be given within five (5) Banking Days (or such other number of days as the Borrower and the Administrative Agent, with the consent of the Required Banks, may agree) of any other Money Market Quote Request. (A) Any Bank that elects, in its sole discretion, to do so shall irrevocably offer to make one or more Money Market Loans in response to any Money Market Quote Request; provided that, if the Borrower's request under clause (b)(ii) above specified more than one Interest Period, such Bank may make a single submission containing one or more Money Market Quotes for each such Interest Period. Each such Money Market Quote must be submitted to the Administrative Agent, before (x) 2:00 p.m. Providence, Rhode Island time on the fourth Banking Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 10:00 a.m. Providence, Rhode Island time on the Quotation Date, in the case of a Set Rate Auction (or, in any such case, such other time and date as the Borrower and the Administrative Agent, with the consent of the Required Banks, may agree); provided that any Money Market Quote may be submitted by the Administrative Agent in its role as a Bank (or its applicable Lending Office) only if the Administrative Agent (or such applicable Lending Office) notifies the Borrower of the terms of the offer contained therein not later than (x) 1:45 p.m. Providence, Rhode Island time on the fourth Banking Day prior to the proposed date of the Borrowing, in the case of a LIBOR Market Loan or (y) 9:45 a.m. Providence, Rhode Island time on the Quotation Date, in the case of a Set Rate Loan. Subject to Sections 3.2(b), 3.3, 4.2 and 9.2, any Money Market Quote so made shall be irrevocable except with the consent of the Administrative Agent given on the instructions of the Borrower. (B) Each Money Market Quote shall be substantially in the form of Exhibit C-1 or C-2 hereto (as applicable) and shall specify: (1) the proposed date of the Borrowing and the Interest Period therefor; (2) the principal amount of the Money Market Loan for which such quote is being made, which principal amount shall be at least $5,000,000 (or a higher integral multiple of $1,000,000); provided, that the aggregate principal amount of all Money Market Loans for which a Bank submits Money Market Quotes (x) may not be greater than the Commitment of such Bank and (y) may not exceed the principal amount of the Money Market Borrowing for a particular Interest Period for which quotes were requested; (3) in the case of a LIBOR Auction, the margin above or below the applicable Eurodollar Rate (the "LIBO Margin") offered for each such Money Market Loan, expressed as a percentage (quoted to the nearest 1/10,000th of 1%) to be added to or subtracted from the applicable Eurodollar Rate; (4) in the case of a Set Rate Loan, the rate of interest per annum (quoted to the nearest 1/10,000th of 1%) offered for each such Money Market Loan (the "Money Market Rate"); and (5) the identity of the quoting Bank. (C) No Money Market Quote shall contain qualifying, conditional or similar language or propose terms other than or in addition to those set forth in the applicable Money Market Quote Request and, in particular, no Money Market Quote may be conditioned upon acceptance by the Borrower of all (or some specified minimum) of the principal amount of the Money Market Loan for which such Money Market Quote is being made, provided that the submission by any Bank containing more than one Money Market Quote may be conditioned on the Borrower not accepting offers contained in such submission that would result in such Bank making Money Market Loans pursuant thereto in excess of a specified aggregate amount (the "Money Market Loan Limit"). (iv) The Administrative Agent shall (x) in the case of a Set Rate Auction, as promptly as practicable after a Money Market Quote is submitted (but in any event not later than 10:15 a.m. Providence, Rhode Island time on the Quotation Date) or (y) in the case of a LIBOR Auction, by 4:00 p.m. Providence, Rhode Island time on the day a Money Market Quote is submitted, notify the Borrower of the terms (A) of any Money Market Quote that is in accordance wit clause (iii) above and (B) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by the same Bank with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The Administrative Agent's notice to the Borrower shall specify (A) the aggregate principal amount of th Money Market Borrowing for which quotes have been received, (B) the respective principal amounts and LIBO Margins or Money Market Rates, as the case may be, so offered by each Bank (identifying the Bank that made each Money Market Quote) and (C) such other terms as are required by clause (iii) (C) above. (v) Not later than 11:00 a.m. Providence, Rhode Island time on (x) the third Banking Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) the Quotation Date, in the case of a Set Rate Auction (or, in any such case, such other time and date as the Borrower and the Administrative Agent, with the consent of the Required Banks, may agree), the Borrower shall notify the Administrative Agent of its acceptance or nonacceptance of the offers so notified to it pursuant to clause (iv) above pursuant to a Money Market Confirmation (which shall be substantially in the form of Exhibit B and specify the aggregate principal amount of offers from each Bank for each Interest Period that are accepted, it being understood that the failure of the Borrower to give such notice by such time shall constitute nonacceptance) and the Administrative Agent shall promptly notify each affected Bank. The notice from the Administrative Agent shall also specify the aggregate principal amount of offers for each Interest Period that were accepted and the lowest and highest LIBO Margins and Money Market Rates that were accepted for each Interest Period. The Borrower may accept any Money Market Quote in whole or in part (provided that any Money Market Quote accepted in part from any Bank shall be in an integral multiple of $1,000,000, subject to the provisions of clause (vi) below); provided that: (A) the aggregate principal amount of each Money Market Loan may not exceed the applicable amount set forth in the related Money Market Quote Request; (B) the aggregate principal amount of each Money Market Loan shall be at least $5,000,000 (or a higher integral multiple of $1,000,000) but shall not cause the limits specified in clause (i) above to be violated; (C) acceptance of offers may, subject to clause (E) below, be made only in ascending order of LIBO Margins or Money Market Rates, as the case may be, in each case beginning with the lowest rate so offered; (D) the Borrower may not accept any offer where the Administrative Agent has advised the Borrower that the offer fails to comply with clause (iii)(B) above or otherwise fails to comply with the terms of this Agreement (including, without limitation, clause (i) above); and (E) the aggregate principal amount of each Money Market Borrowing from any Bank may not exceed any applicable Money Market Loan Limit of such Bank and the aggregate principal amount of all outstanding Money Market Loans of any Bank may not exceed at any time the Commitment of such Bank. (vi) If offers are made by two or more Banks with the same LIBO Margins or Money Market Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which offers are accepted for the related Interest Period, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the Borrower among such Banks as nearly evenly as possible (in integral multiples of $100,000 1,000,000) in excess thereofproportion to the aggregate principal amount of such offers; provided that, if such calculation would otherwise result in allocations to any such Banks that would not be integral multiples of $1,000,000 and (iisuch allocations are equidistant from the nearest integral multiple of $1,000,000, the Borrower shall have the discretion to arbitrarily round up to the nearest $1,000,000 for certain Bank(s) and round down to the requested borrowing date, which nearest $1,000,000 for certain other Bank(s). Determinations by the Borrower as to the amounts of Money Market Loans shall be a Business Day. conclusive absent manifest error. (vii) 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 Agent. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing Bank which is to make such Swing Line Loana Money Market Loan shall, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to before 1:00 p.m. Providence, Rhode Island time on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Money Market Loan as a result of the limitations set forth specified in the proviso Money Market Quote Request applicable thereto, make available to the first sentence of Section 2.04(a), or (B) that one or more of Administrative Agent at the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender may, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make Principal Office the amount of its Swing Line Loan Money Market Loans to be made by such Bank, in immediately available funds. The Administrative Agent will make such funds available to the Borrower Agent as soon a practicable on such date at the Principal Office. (viii) The aggregate principal amount of all outstanding Money Market Loans of any Bank may not exceed at any time the Commitment of such Bank, and each Bank shall remain responsible for its office by crediting respective Commitment Percentage of Revolving Loans; provided that, effect shall be given to the account principal amount of any Money Market Loans in determining the availability to the Borrower of the Borrower Agent on the books of the Swing Line Lender in Same Day Fundsaggregate principal Commitment amount for Revolving Loans pursuant to Section 2.1(b).

Borrowing Procedures. Each Swing Line Borrowing of Swingline Loans shall be made upon the Borrower Agentapplicable Borrower’s irrevocable notice to the Swing Line applicable Swingline Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) a Swingline Loan Notice; provided, that, each telephonic notice by the applicable Borrower pursuant to this Section 2.04(b) must be confirmed promptly by delivery to the applicable Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of such Borrower. Each such notice must be received by the Swing Line applicable Swingline Lender and the Administrative Agent not later than 12:00 noon 3:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $500,000 100,000 and integral multiples of $100,000 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 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 Agent. Promptly after receipt by the Swing Line applicable Swingline Lender of any telephonic Swing Line Swingline Loan Notice, the Swing Line such Swingline Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) 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 such Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line applicable 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 1:00 the earlier of (x) 4:00 p.m. and (y) one hour after receipt of the Swingline Loan Notice on the date of the proposed Swing Line Borrowing of Swingline Loans (A) directing the Swing Line a 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 Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line applicable Swingline Lender mayshall, not on or before the later than of (x) 3:00 p.m. and (y) two hours after receipt of the Swingline Loan Notice on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the applicable Borrower Agent at its office either by (i) crediting the account of the such Borrower Agent on the books of such Swingline Lender with the Swing Line amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the applicable Swingline Lender in Same Day Fundsby such Borrower.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower Agent’s Borrower's irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon 2:00 p.m. New York, New York time on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $500,000 and integral multiples 100,000 or a whole multiple of $100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower AgentBorrower. Promptly after receipt by the Swing Line Lender Administrative Agent of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) 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, notify the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of such Swing Line Loan Notice and the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 2:30 p.m. New York, New York time on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a2.15(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender maywill, not later than 3:00 p.m. New York, New York time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower Agent [at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in Same Day Fundsimmediately available funds].

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower AgentCompany’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon 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 integral multiples of $100,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower AgentCompany. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) the Required Lenders prior to 1:00 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso provisos to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender may, not later than 3:00 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 the Domestic Borrower Agent at its office either by (i) crediting the account of the Borrower Agent Company on the books of Bank of America with the amount of such funds or (ii) wire transferring such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Swing Line Lender by the Company; provided, however, that if, on the date of the proposed Swing Line Loan, there are L/C Borrowings of the Domestic Borrower outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in Same Day Fundsfull of any such L/C Borrowings, and second, shall be made available to the Domestic Borrower as provided above.

Borrowing Procedures. Each Swing Line Swingline Borrowing shall be made upon the Borrower Agent’s Borrower's irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 12:00 noon 11:00 a.m. on the requested borrowing date, and shall (i) specify (iA) the amount to be borrowed, which shall be a minimum of $500,000 and integral multiples of $100,000 in excess thereof100,000, and (iiB) the requested borrowing date, which shall be a Business Day, and (ii) contain a certification that the incurrence of such Swingline Borrowing is permitted under Section 4.09(b)(1) of the Senior Subordinated Notes Indenture (and the comparable provision contained in the documents evidencing or governing any other Subordinated Indebtedness). Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Swingline Lender and the Administrative Agent of a written Swing Line Swingline Loan Notice, appropriately completed and signed by a Responsible an Authorized Officer of the Borrower AgentBorrower. Promptly after receipt by the Swing Line Swingline Lender of any telephonic Swing Line Swingline Loan Notice, the Swing Line Swingline Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 12:00 p.m. on the date of the proposed Swing Line Swingline Borrowing (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender maywill, not later than 3:00 1:00 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 the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in Same Day Fundsimmediately available funds.

Borrowing Procedures. (a) Each Swing Line Borrowing Revolving Loan shall be made upon the by a written request by or on behalf of a Borrower Agent’s irrevocable notice delivered to the Swing Line Lender and the Administrative Agent, (which may be given by telephone. Each such notice must be delivered through Lender’s electronic platform or portal) and received by the Swing Line Lender and the Administrative Agent not no later than 12:00 noon 11:00 a.m. on the Business Day that is the requested borrowing datedate that the Revolving Loan be made, and shall specify specifying (i) the amount to be borrowed, which shall be a minimum of $500,000 and integral multiples of $100,000 in excess thereofsuch Revolving Loan, and (ii) the requested borrowing datedate of such Revolving Loan, which shall be a Business Day; provided, that, Lender may, in its discretion, elect to accept as timely requests that are received later than 11:00 a.m. on the applicable Business Day, subject to Section 2.2(c). Each such telephonic notice must be confirmed promptly by delivery All borrowing requests which are not made on-line via Lender’s electronic platform or portal or pursuant to the Swing Line Loan Manager Service shall be subject to (and unless Lender and elects otherwise in its discretion, such Revolving Loans shall not be made until the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of completion of) L▇▇▇▇▇’s authentication process (with results satisfactory to Lender) prior to the Borrower Agent. Promptly after receipt by the Swing Line Lender funding of any telephonic Swing Line Loan Noticesuch requested Revolving Loan. (b) All Revolving Loans shall be conclusively presumed to have been made to, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit and for the benefit of, a Borrower when deposited to the credit of a Borrower or otherwise disbursed or established in accordance with the instructions of a Borrower to the deposit account specified to Lender for such purpose (which shall be at a bank acceptable to Lender) prior to 1:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth or in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to accordance with the terms and conditions hereofof this Agreement. (c) If L▇▇▇▇▇ has separately agreed that a Borrower may use the Loan Manager Service, Revolving Loans (i) will be made solely by the Swing Line Lender mayLoan Manager Service, not later than 3:00 p.m. on and (ii) will be initiated by L▇▇▇▇▇ and credited to a Borrower’s operating account maintained with L▇▇▇▇▇ as Revolving Loans as of the borrowing date specified end of each Business Day in an amount sufficient to maintain an agreed upon ledger balance in such Swing Line Loan NoticeBorrower’s operating account maintained with Lender, make the amount of its Swing Line Loan available subject to Excess Availability. Lender may terminate a Borrower’s access to the Loan Manager Service at any time in its discretion. If L▇▇▇▇▇ terminates a Borrower’s access to the Loan Manager Service, each Borrower Agent at its office by crediting may continue to request Revolving Loans as provided herein so long as no Event of Default has occurred and is continuing. Lender will have no obligation to make a Revolving Loan through the account Loan Manager Service in an amount in excess of Excess Availability or if an Event of Default has occurred and is continuing or any of the Borrower Agent on the books of the Swing Line Lender other conditions set forth in Same Day FundsSection 3.2 are not satisfied.

Borrowing Procedures. Each Borrowing of Swing Line Borrowing Loans shall be made upon the Borrower AgentCompany’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon 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 $500,000 250,000 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 Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower AgentCompany. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 2:00 p.m. on the date of the proposed Borrowing of Swing Line Borrowing Loans (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a)2.4.1, or (B) that one or more of the applicable conditions specified in Article V Section 12 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender maywill, not later than 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 the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in Same Day FundsCompany.

Borrowing Procedures. (a) Each Swing Line Borrowing Revolving Loan shall be made upon the by a written request by or on behalf of a Borrower Agent’s irrevocable notice delivered to the Swing Line Lender and the Administrative Agent, (which may be given by telephone. Each such notice must be delivered through Lender’s electronic platform or portal) and received by the Swing Line Lender and the Administrative Agent not no later than 12:00 noon 11:00 a.m. on the Business Day that is the requested borrowing datedate that the Revolving Loan be made, and shall specify specifying (i) the amount to be borrowed, which shall be a minimum of $500,000 and integral multiples of $100,000 in excess thereofsuch Revolving Loan, and (ii) the requested borrowing datedate of such Revolving Loan, which shall be a Business Day; provided, that, Lender may, in its discretion, elect to accept as timely requests that are received later than 11:00 a.m. on the applicable Business Day, subject to Section 2.2(c). Each such telephonic notice must be confirmed promptly by delivery All borrowing requests which are not made on-line via Lender’s electronic platform or portal or pursuant to the Swing Line Loan Manager Service shall be subject to (and unless Lender and elects otherwise in its discretion, such Revolving Loans shall not be made until the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of completion of) Lender’s authentication process (with results satisfactory to Lender) prior to the Borrower Agent. Promptly after receipt by the Swing Line Lender funding of any telephonic Swing Line Loan Noticesuch requested Revolving Loan. (b) All Revolving Loans shall be conclusively presumed to have been made to, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit and for the benefit of, a Borrower when deposited to the credit of a Borrower or otherwise disbursed or established in accordance with the instructions of a Borrower to the deposit account specified to Lender for such purpose (which shall be at a bank acceptable to Lender) prior to 1:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth or in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to accordance with the terms and conditions hereofof this Agreement. (c) If Lender has separately agreed that a Borrower may use the Loan Manager Service, Revolving Loans (i) will be made solely by the Swing Line Loan Manager Service, and (ii) will be initiated by Lender may, not later than 3:00 p.m. on and credited to a Borrower’s operating account maintained with Lender as Revolving Loans as of the borrowing date specified end of each Business Day in an amount sufficient to maintain an agreed upon ledger balance in such Swing Line Loan NoticeBorrower’s operating account maintained with Lender, make the amount of its Swing Line Loan available subject to Excess Availability. Lender may terminate a Borrower’s access to the Loan Manager Service at any time in its discretion. If Lender terminates a Borrower’s access to the Loan Manager Service, each Borrower Agent at its office by crediting may continue to request Revolving Loans as provided herein so long as no Event of Default exists. Lender will have no obligation to make a Revolving Loan through the account Loan Manager Service in an amount in excess of Excess Availability or if an Event of Default exists or any of the Borrower Agent on the books of the Swing Line Lender other conditions set forth in Same Day FundsSection 3.2 are not satisfied.

Borrowing Procedures. Each At any time an Autoborrow Agreement under the revolving credit facility provided herein 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 the Borrower AgentCompany’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) by a Swing Line Loan Notice; provided that 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 Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon 1:00 p.m. on the requested borrowing datedate 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 $500,000 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 Day and (iii) the Swing Line Lender and the Administrative Agent Type of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Agentto be borrowed or to which existing Swing Line Loans are to be converted. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender maywill, not later than 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 the Borrower Agent Company at its office by crediting the account of the Borrower Agent Company on the books of the Swing Line Lender in Same Day Fundsimmediately available funds. 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 Company fails to specify a Type of Swing Line Loan in a 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 Lender may, in its sole discretion, agree with the Company to, (and the Swing Line Lender and the Company are hereby authorized to) enter into an Autoborrow Agreement in form and substance satisfactory to the Administrative Agent and the 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 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, 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 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 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. (i) Each Swing Line Revolving Credit Borrowing shall be made upon the Borrower Agent’s Borrower's irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to the requested date of any Revolving Credit Borrowing of Eurodollar Rate Loans and (B) on the requested date of any Revolving Credit Borrowing of Base Rate Loans; PROVIDED, HOWEVER, that if the Borrower wishes to request Eurodollar Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of "Interest Period", the applicable notice must be received by the Administrative Agent not later than 12:00 noon on 11:00 a.m. four Business Days prior to the requested borrowing datedate of such Revolving Credit Borrowing, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and shall specify (i) the amount to be borrowed, which shall be a minimum of $500,000 and integral multiples of $100,000 in excess thereof, and (ii) determine whether the requested borrowing dateInterest Period is available to all of them. Not later than 11:00 a.m., three Business Days before the requested date of such Revolving Credit Borrowing, the Administrative Agent shall notify the Borrower (which shall notice may be a Business Dayby telephone) whether or not the requested Interest Period is available to all of the Lenders. Each such telephonic notice by the Borrower pursuant to this SECTION 2.01(b) 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. Each Revolving Credit Borrowing of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in SECTIONS 2.04(c) and 2.05(c), each Revolving Credit Borrowing of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice (whether telephonic or written) shall specify (A) the requested date of the Revolving Credit Borrowing (which shall be a Business Day), (B) the principal amount of Revolving Credit Loans to be borrowed, (C) the Type of Revolving Credit Loans to be borrowed, and (D) if applicable, the duration of the Interest Period with respect thereto. If the Borrower Agentfails to specify a Type of Revolving Credit Loan in a Loan Notice, then the applicable Revolving Credit Loans shall be made as Base Rate Loans. Promptly after If the Revolving Credit Borrower requests a Borrowing of Eurodollar Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. (ii) Following receipt by the Swing Line Lender of any telephonic Swing Line a Loan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) 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 shall promptly notify each Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request amount of any its Revolving Credit Lender) prior to 1:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more Commitment Percentage of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Revolving Credit Loans. Each Lender may, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, shall make the amount of its Swing Line Revolving Credit Loan available to the Administrative Agent in immediately available funds at the Administrative Agent's Office not later than 1:00 p.m. on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in SECTION 5.02 (and, if such Revolving Credit Borrowing is the initial Credit Extension, SECTION 5.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent at its office either by (A) crediting the account of the Borrower Agent on the books of Bank of America with the Swing Line Lender amount of such funds or (B) wire transfer of such funds, in Same Day Fundseach case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; PROVIDED, HOWEVER, that if, on the date the Loan Notice with respect to such Revolving Credit Borrowing is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Revolving Credit Borrowing shall be applied, FIRST, to the payment in full of any such L/C Borrowings and SECOND, to the Borrower as provided above. (iii) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Revolving Credit Loans bearing interest based upon the Eurodollar Rate upon determination of such interest rate. The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Revolving Credit Loans bearing interest based upon the Base Rate are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Bank of America's prime rate used in determining the Base Rate promptly following the public announcement of such change. (iv) During the existence of a Default, no Loans may be requested as Eurodollar Rate Loans without the consent of the Required Lenders.

Borrowing Procedures. (a) Each Swing Line Borrowing Revolving Loan shall be made upon the by a written request by or on behalf of a Borrower Agent’s irrevocable notice delivered to the Swing Line Lender and the Administrative Agent, (which may be given by telephone. Each such notice must be delivered through Lender’s electronic platform or portal) and received by the Swing Line Lender and the Administrative Agent not no later than 12:00 noon 11:00 a.m. on the Business Day that is the requested borrowing datedate that the Revolving Loan be made, and shall specify specifying (i) the amount to be borrowed, which shall be a minimum of $500,000 and integral multiples of $100,000 in excess thereofsuch Revolving Loan, and (ii) the requested borrowing datedate of such Revolving Loan, which shall be a Business Day; provided, that, Lender may, in its discretion, elect to accept as timely requests that are received later than 11:00 a.m. on the applicable Business Day, subject to Section 2.2(c). Each such telephonic notice must be confirmed promptly by delivery All borrowing requests which are not made on-line via Lender’s electronic platform or portal or pursuant to the Swing Line Loan Manager Service shall be subject to (and unless Lender and elects otherwise in its discretion, such Revolving Loans shall not be made until the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of completion of) ▇▇▇▇▇▇’s authentication process (with results satisfactory to Lender) prior to the Borrower Agent. Promptly after receipt by the Swing Line Lender funding of any telephonic Swing Line Loan Noticesuch requested Revolving Loan. (b) All Revolving Loans shall be conclusively presumed to have been made to, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit and for the benefit of, a Borrower when deposited to the credit of a Borrower or otherwise disbursed or established in accordance with the instructions of a Borrower to the deposit account specified to Lender for such purpose (which shall be at a bank acceptable to Lender) prior to 1:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth or in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to accordance with the terms and conditions hereofof this Agreement. (c) If Lender has separately agreed that a Borrower may use the Loan Manager Service, Revolving Loans (i) will be made solely by the Swing Line Lender mayLoan Manager Service, not later than 3:00 p.m. on and (ii) will be initiated by ▇▇▇▇▇▇ and credited to a Borrower’s operating account maintained with ▇▇▇▇▇▇ as Revolving Loans as of the borrowing date specified end of each Business Day in an amount sufficient to maintain an agreed upon ledger balance in such Swing Line Loan NoticeBorrower’s operating account maintained with Lender, make the amount of its Swing Line Loan available subject to Excess Availability. Lender may terminate a Borrower’s access to the Loan Manager Service at any time in its discretion. If ▇▇▇▇▇▇ terminates a Borrower’s access to the Loan Manager Service, each Borrower Agent at its office by crediting may continue to request Revolving Loans as provided herein so long as no Event of Default exists. Lender will have no obligation to make a Revolving Loan through the account Loan Manager Service in an amount in excess of Excess Availability or if an Event of Default exists or any of the Borrower Agent on the books of the Swing Line Lender other conditions set forth in Same Day FundsSection 3.2 are not satisfied.

Borrowing Procedures. (a) Each Swing Line Borrowing Revolving Loan shall be made upon the by a written request by or on behalf of a Borrower Agent’s irrevocable notice delivered to the Swing Line Lender and the Administrative Agent, (which may be given by telephone. Each such notice must be delivered through Lender’s electronic platform or portal) and received by the Swing Line Lender and the Administrative Agent not no later than 12:00 noon 11:00 a.m. on the Business Day that is the requested borrowing datedate that the Revolving Loan be made, and shall specify specifying (i) the amount to be borrowed, which shall be a minimum of $500,000 and integral multiples of $100,000 in excess thereofsuch Revolving Loan, and (ii) the requested borrowing datedate of such Revolving Loan, which shall be a Business Day; provided, that, Lender may, in its discretion, elect to accept as timely requests that are received later than 11:00 a.m. on the applicable Business Day, subject to Section 2.2(c). Each such telephonic notice must be confirmed promptly by delivery All borrowing requests which are not made on-line via Lender’s electronic platform or portal or pursuant to the Swing Line Loan Manager Service shall be subject to (and unless Lender and elects otherwise in its discretion, such Revolving Loans shall not be made until the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of completion of) L▇▇▇▇▇’s authentication process (with results satisfactory to Lender) prior to the Borrower Agent. Promptly after receipt by the Swing Line Lender funding of any telephonic Swing Line Loan Noticesuch requested Revolving Loan. (b) All Revolving Loans shall be conclusively presumed to have been made to, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit and for the benefit of, a Borrower when deposited to the credit of a Borrower or otherwise disbursed or established in accordance with the instructions of a Borrower to the deposit account specified to Lender for such purpose (which shall be at a bank acceptable to Lender) prior to 1:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth or in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to accordance with the terms and conditions hereofof this Agreement. (c) If Lender has separately agreed that a Borrower may use the Loan Manager Service, Revolving Loans (i) will be made solely by the Swing Line Lender mayLoan Manager Service, not later than 3:00 p.m. on and (ii) will be initiated by L▇▇▇▇▇ and credited to a Borrower’s operating account maintained with L▇▇▇▇▇ as Revolving Loans as of the borrowing date specified end of each Business Day in an amount sufficient to maintain an agreed upon ledger balance in such Swing Line Loan NoticeBorrower’s operating account maintained with Lender, make the amount of its Swing Line Loan available subject to Excess Availability. Lender may terminate a Borrower’s access to the Loan Manager Service at any time in its discretion. If L▇▇▇▇▇ terminates a Borrower’s access to the Loan Manager Service, each Borrower Agent at its office by crediting may continue to request Revolving Loans as provided herein so long as no Event of Default has occurred and is continuing. Lender will have no obligation to make a Revolving Loan through the account Loan Manager Service in an amount in excess of Excess Availability or if an Event of Default has occurred and is continuing or any of the Borrower Agent on the books of the Swing Line Lender other conditions set forth in Same Day FundsSection 3.2 are not satisfied.

Borrowing Procedures. Each Swing Line Borrowing (a) The Borrower Representative shall be made upon give written notice (each such written notice, a "Notice of Borrowing") to Administrative Agent and each Lender of the Borrower Agent’s irrevocable notice proposed borrowing not later than 10:00 A.M. (Mexico, City time) three Business Days prior to the Swing Line Lender and proposed date of that borrowing (or such shorter period acceptable to the Administrative Agent, which may be given by telephone). Each such notice must will be received effective upon receipt by the Swing Line Lender and the Administrative Agent not later than 12:00 noon on the requested borrowing dateAgent, will be irrevocable, and shall must specify the proposed Closing Date (i) the amount to be borrowed, which shall be a minimum of $500,000 and integral multiples of $100,000 in excess thereof, and (ii) the requested borrowing date, which date shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery Day prior to the Swing Line Lender Termination Date), or with respect to the borrowing of Tranche E Loans, the proposed Amendment No. 1 Effective Date, and amount of the requested borrowing. Except as otherwise agreed in a flow of funds memorandum in form and substance acceptable to the Administrative Agent and the Lenders (a "Funds Flow Memorandum") on the Closing Date, or with respect to a borrowing of Tranche E Loans, on the Amendment No. 1 Effective Date, each Lender shall provide Administrative Agent with immediately available funds covering that Lender's Pro Rata Share of that borrowing so long as the applicable Lender has not received written notice that the conditions precedent set forth in Article XII with respect to that borrowing have not been satisfied. Except as otherwise agreed in a written Swing Line Loan NoticeFunds Flow Memorandum, appropriately completed and signed by a Responsible Officer after the Administrative Agent's receipt of the Borrower Agent. Promptly after receipt by proceeds of the Swing Line Lender of any telephonic Swing Line Loan Noticeapplicable Loans from the Lenders, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not shall make such Swing Line Loan the proceeds of those Loans available to the Borrowers andapplicable Borrower on the Closing Date (or with respect to a borrowing of Tranche E Loans, if agreeing on the Amendment No. 1 Effective Date) by transferring to make such Swing Line Loan, (ii) confirm with the applicable Borrower immediately available funds equal to the proceeds received by the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) Agent. There shall be a single borrowing of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender may, not later than 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 the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in Same Day FundsLoans hereunder.

Borrowing Procedures. Each Swing Line Swingline Borrowing shall be made upon the Borrower AgentBorrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given in writing or by telephone. Each such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 12:00 noon 3:00 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 integral multiples of $100,000 in excess thereof15,000,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Swingline Lender and the Administrative Agent of a written Swing Line Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower AgentBorrower. Promptly after receipt by the Swing Line Swingline Lender of any telephonic Swing Line Swingline Loan Notice, the Swing Line Swingline Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 p.m. on the date time of funding of the proposed Swing Line Swingline Borrowing (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.03(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender maywill, not later than 3:00 5:00 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 the Borrower Agent at its office by crediting Borrower; provided that if any Lender is a Defaulting Lender on the account date the Swingline Loan is made, the Swingline Lender shall not advance that portion of the Borrower Agent on requested Swingline Loan that is equal to the books Applicable Percentage of such Defaulting Lender (except to the Swing Line extent such Defaulting Lender in Same Day Fundshas provided Cash Collateral therefor pursuant to Section 2.16).

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower Agent’s Borrower's irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 12:00 noon noon, New York time on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $500,000 100,000 and integral multiples of $100,000 25,000 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 applicable Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower AgentOfficer. Promptly after receipt by the applicable Swing Line Lender of any telephonic Swing Line Loan Notice, the such Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 p.m. p.m., New York time, on the date of the proposed Swing Line Borrowing (A) directing the such Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a)2.02, or (B) that one or more of the applicable conditions specified in Article V Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the applicable Swing Line Lender maywill, not later than 3:00 p.m. 2:00 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 the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the such Swing Line Lender in Same Day Funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower Agent’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $500,000 100,000 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 Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Agent. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender may, not later than 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 the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in Same Day Funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower AgentBorrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone(a) telephone or (b) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon 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 integral multiples 100,000 or a whole multiple of $100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Agent. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V ARTICLE IV (other than matters previously waived) is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender maywill, not later than 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 the Borrower Agent at its office by crediting the account of the Borrower Agent designated on the books of the Swing Line Lender or by wire transfer in Same Day Fundsimmediately available funds.

Borrowing Procedures. Each Swing Line Borrowing (a) The Borrower shall notify the Administrative Agent in writing not later than 12:00 Noon (Central time) on the date of each requested Borrowing, specifying the date and amount of the Borrowing. Such notice shall be made upon submitted via the Administrative Agent’s online automatic request system or in the form of the Request for Advance and shall be certified by the President or Treasurer (or such other authorized Person as the Borrower directs from time to time) of the Borrower. Each request for a Borrowing pursuant to this Section 2.3 shall be irrevocable and binding on the Borrower. Notwithstanding the obligation of the Borrower to send written confirmation of a Request for Advance, in the event that the Administrative Agent agrees to accept a Request for Advance made by telephone, such telephonic request shall be binding on the Borrower whether or not written confirmation is sent by the Borrower or requested by the Administrative Agent. The Administrative Agent may act prior to the receipt of any requested written confirmation, without any liability whatsoever, based upon telephonic notice believed by the Administrative Agent in good faith to be from the Borrower or its agents. The Administrative Agent’s irrevocable records of the terms of any telephonic requests for Advances shall be conclusive on the Borrower in the absence of gross negligence or willful misconduct on the part of the Administrative Agent in connection therewith. (b) The Administrative Agent shall give to each Lender prompt notice (but in no event later than 1:00 P.M. (Central time) on the date of the Administrative Agent’s receipt of notice from Borrower) of each Request for Advance by facsimile, telephone, e‑mail or other form of transmission. No later than 3:00 P.M. (Central time) on the date on which a Borrowing is requested to be made pursuant to the Swing Line applicable Request for Advance, each Lender and will make available to the Administrative Agent, which in immediately available funds, its Commitment Percentage of such Borrowing requested to be made. Unless the Administrative Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing to be made on such date, the Administrative Agent may assume that such Lender will make such amount available to the Administrative Agent as required above and the Administrative Agent may, in reliance upon such assumption, make available the amount of the Borrowing to be given provided by telephonesuch Lender. Each Upon fulfillment of the conditions set forth in Sections 2.3(a) and 7.2 of this Agreement for such Borrowing, and as soon as practicable after receipt of funds from the Lenders (but in any event not later than 2:00 P.M. (Central time)) the Administrative Agent will make such funds as have been received from the Lenders available to the Borrower in the Designated Disbursement Account agreed to by the Administrative Agent and the Borrower. (c) To administer the Loan in an efficient manner and to minimize the transfer of funds between the Administrative Agent and the Lenders, the Lenders hereby instruct the Administrative Agent, and the Administrative Agent may (in its sole discretion, without any obligation) (i) make available, on behalf of the Lenders, the full amount of all Borrowings requested by the Borrower, without giving each Lender prior notice must of the proposed Borrowing, of such Lender’s Commitment Percentage thereof and the other matters covered by the Request for Advance and (ii) if the Administrative Agent has made any such amounts available as provided in clause (i), upon repayment of the Loans by the Borrower, first apply such amounts repaid directly to the amounts made available by the Administrative Agent in accordance with clause (i) and not yet settled as described below. If the Administrative Agent advances a Borrowing on behalf of the Lenders, as provided in the immediately preceding sentence, the amount of outstanding Loans and each Lender’s Commitment Percentage thereof shall be computed weekly rather than daily and shall be adjusted upward or downward on the basis of the amount of outstanding Loans as of 5:00 P.M. (Central time) on the Business Day immediately preceding the date of each computation; provided, however, that the Administrative Agent retains the absolute right at any time or from time to time to make the afore- described adjustments at intervals more frequent than weekly. The Administrative Agent shall deliver to each of the Lenders at the end of each week, or such lesser period or periods as the Administrative Agent shall determine, a summary statement of the amount of outstanding Loans for such period (such week or lesser period or periods being hereafter referred to as a “Settlement Period”). If the summary statement is sent by the Administrative Agent and received by the Swing Line Lenders prior to 12:00 Noon (Central time) on any Business Day each Lender shall make the transfers described in the next succeeding sentence no later than 3:00 P.M. (Central time) on the day such summary statement was sent; and if such summary statement is sent by the Administrative Agent and received by the Lenders after 12:00 Noon (Central time) on any Business Day, each Lender shall make such transfers no later than 3:00 P.M. (Central time) the next succeeding Business Day after such summary statement was sent. If in any Settlement Period, the amount of a Lender’s Commitment Percentage of the Loans is in excess of the amount of Loans actually funded by such Lender, such Lender shall forthwith (but in no event later than the time set forth in the next preceding sentence) transfer to the Administrative Agent by wire transfer in immediately available funds the amount of such excess; and, on the other hand, if the amount of a Lender’s Commitment Percentage of the Loans in any Settlement Period is less than the amount of Loans actually funded by such Lender, the Administrative Agent shall forthwith transfer to such Lender by wire transfer in immediately available funds the amount of such difference. The obligation of each Lender to transfer such funds shall be irrevocable and unconditional, without recourse to or warranty by the Administrative Agent and made without setoff or deduction of any kind. Each of the Administrative Agent and the Lenders agree to ▇▇▇▇ their respective books and records at the end of each Settlement Period to show at all times the dollar amount of their respective Commitment Percentages of the outstanding Loans. Because the Administrative Agent on behalf of the Lenders may be advancing and/or may be repaid Loans prior to the time when the Lenders will actually advance and/or be repaid Loans, interest with respect to Loans shall be allocated by the Administrative Agent to each Lender (including the Administrative Agent) in accordance with the amount of Loans actually advanced by and repaid to each Lender (including the Administrative Agent) during each Settlement Period and shall accrue from and including the date such Borrowing is advanced by the Administrative Agent to but excluding the date such Loans are repaid by the Borrower or actually settled by the applicable Lender as described in this Section 2.3(c). All such Borrowings advanced by the Administrative Agent on behalf of the Lenders hereunder shall bear interest at the interest rate applicable hereunder for Loans. Each Lender shall be entitled to earn interest at the then applicable rate of interest, calculated in accordance with Section 2.1 of this Agreement, on outstanding Loans which it has funded to the Administrative Agent from the date such Lender funded such Loans to, but excluding, the date on which such Lender is repaid with respect to such Loans. (d) If the amounts described in subsection (b) or (c) of this Section 2.3 are not in fact made available to the Administrative Agent by a Defaulting Lender and the Administrative Agent has made such amount available to Borrower, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Defaulting Lender. If such Defaulting Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately (but in no event later than 12:00 noon on two (2) Business Days after such demand) pay such corresponding amount to the requested borrowing dateAdministrative Agent. The Administrative Agent shall also be entitled to recover from such Defaulting Lender and the Borrower, and shall specify (i) interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to be borrowedthe Borrower to the date such corresponding amount is recovered by the Administrative Agent, which shall be at a minimum rate per annum equal to either (A) if paid by such Defaulting Lender, the Federal Funds Rate or (B) if paid by the Borrower, the then applicable rate of $500,000 and integral multiples interest, calculated in accordance with Section 2.1 of $100,000 in excess thereofthis Agreement, and plus (ii) the requested borrowing datein each case, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery an amount equal 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 Agent. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent costs (including at the request of any Revolving Credit Lenderreasonable legal expenses) prior to 1:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan and losses incurred as a result of the limitations set forth failure of such Defaulting Lender to provide such amount as provided in this Agreement. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights which the proviso to the first sentence Borrower may have against any Lender as a result of Section 2.04(a)any default by such Lender hereunder, or (B) that one or more of the applicable conditions specified in Article V is not then satisfiedincluding, then, subject to the terms and conditions hereofwithout limitation, the Swing Line Lender may, not later than 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 the Borrower Agent at its office by crediting the account right of the Borrower Agent to seek reimbursement from any Defaulting Lender for any amounts paid by the Borrower under clause (ii) above on account of such Defaulting Lender’s default. (e) The failure of any Lender to make its portion of the Borrowing to be made by it as part of any advance shall not relieve any other Lender of its obligation, if any, hereunder to advance its portion of the Borrowing on the books date of such Borrowing, but no Lender shall be responsible for the Swing Line failure of any other Lender in Same Day Fundsto make the portion of a Borrowing to be made by such other Lender on the date of any Borrowing. The amounts payable by each Lender shall be a separate and independent obligation.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower AgentAdministrative ▇▇▇▇▇▇▇▇’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon p.m. (New York City time) (or such later time as the Swing Line Lender shall reasonably determine) on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $500,000 100,000 (and any amount in excess thereof shall be an integral multiples multiple of $100,000 in excess thereof25,000), and (ii) the requested borrowing date, which shall be a Business DayDay and (iii) the name of the Borrower to which the Swing Line Loan is requested to be made and whether such Borrower is an ETMC Borrower or a Legacy Borrower. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower AgentAdministrative Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender ▇▇▇▇▇▇ has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V Section 5.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender maywill, not later than 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 the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in Same Day FundsBorrowers.

Borrowing Procedures. Each Swing Line Borrowing The Company shall be made upon give written notice (each such written notice, a “Notice of Borrowing”) substantially in the Borrower Agent’s irrevocable form of Exhibit E or telephonic notice (followed immediately by a Notice of Borrowing) to the Swing Line Lender of each proposed borrowing not later than (a) in the case of a Base Rate borrowing, 11:00 A.M., Minneapolis time, on the proposed date of such borrowing, and (b) in the Administrative Agentcase of a LIBOR borrowing or a Cost of Funds Rate borrowing, which may be given by telephone11:00 A.M., Minneapolis time, at least two Business Days prior to the proposed date of such borrowing. Each such notice must shall be received effective upon receipt by the Swing Line Lender, shall be irrevocable, and shall specify the date, amount and type of borrowing and, in the case of a LIBOR borrowing or a Cost of Funds Rate borrowing, the initial Interest Period therefor. So long as the Lender and has not received written notice that the Administrative Agent conditions precedent set forth in Section 11 with respect to such borrowing have not later than 12:00 noon been satisfied, the Lender shall pay over to the Company, in immediately available funds the amount of the proposed borrowing on the requested borrowing date, and shall specify (i) the amount to be borrowed, which . Each borrowing shall be a minimum of $500,000 and integral multiples of $100,000 in excess thereof, and (ii) the requested borrowing date, which shall be on a Business Day. Each such telephonic notice must Base Rate borrowing shall be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent in an aggregate amount of at least $100,000 or a written Swing Line Loan Noticehigher integral multiple of $100,000. Each LIBOR borrowing shall be in an aggregate amount of at least $100,000 or a higher integral multiple of $100,000. Each Cost of Funds Rate borrowing shall be in an aggregate amount of at least $200,000 or a higher integral multiple of $100,000; provided, appropriately completed and signed by a Responsible Officer of the Borrower Agent. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Noticehowever, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice andParties may not borrow, if notconvert to, the Swing Line Lender will notify the Administrative Agent or continue, more than six (by telephone or in writing6) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth Fixed Rate Loans, in the proviso to the first sentence of Section 2.04(a)aggregate, or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender may, not later than 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 the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in Same Day Fundsany calendar year.

Borrowing Procedures. Each Borrowing of Swing Line Borrowing Loans shall be made upon the Borrower AgentCompany’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon 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 $500,000 250,000 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 Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower AgentCompany. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 2:00 p.m. on the date of the proposed Borrowing of Swing Line Borrowing Loans (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender maywill, not later than 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 the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in Same Day FundsCompany.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower AgentBorrower’s irrevocable notice to the each Swing Line Lender and the Administrative Agent, which may be given by telephonetelephone or by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to each Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice must be received by the each Swing Line Lender and the Administrative Agent not later than 12:00 noon 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 integral multiples of $100,000 in excess thereof, 300,000 and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Agent. Promptly after receipt by the Swing Line Lender Lenders of any telephonic Swing Line Loan Notice, the each Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the a Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the such Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the each Swing Line Lender maywill, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make its Swing Line Percentage of the amount of its such Swing Line Loan available to the Borrower Agent either (1) at its office by crediting the account of the Borrower Agent on the books of the such Swing Line Lender in Same Day Fundsimmediately available funds or (2) by wire transfer of immediately available funds in accordance with instructions provided to (and reasonably acceptable to) such Swing Line Lender by the Borrower.

Borrowing Procedures. Each Swing Line Borrowing Loan may be advanced either as a Base Rate Loan or a LIBOR Loan, provided, however, that at any time, no more than eight (8) Loans may be LIBOR Loans. Each Loan shall be made upon available to the Borrower Agent’s irrevocable notice (in immediately available funds at the times described below) upon any written, verbal, electronic, telephonic or telecopy loan request which the Bank in good faith believes to emanate from a properly authorized representative of the Swing Line Lender and Borrower, whether or not that is in fact the Administrative Agent, which may be given by telephonecase. Each such notice shall be effective upon receipt by the Bank, shall be irrevocable, and shall specify the date, amount and type of borrowing and, in the case of a LIBOR Loan, the initial Interest Period therefor. A request for a Base Rate Loan must be received by the Swing Line Lender and the Administrative Agent not Bank no later than 12:00 noon 11:00 a.m. Chicago, Illinois time, on the requested borrowing date, and shall specify (i) the amount day it is to be borrowedfunded. A request for a LIBOR Loan must be received by the Bank no later than 11:00 a.m. Chicago, which shall Illinois time, three (3) days before the day it is to be funded. Each Revolving Loan must be in an amount equal to $1,500,000 or a minimum of $500,000 and higher integral multiples multiple of $100,000 in excess thereof. Each Term Loan shall be in the amount of the related Conversion Amount. If for any reason the Borrower shall fail to select timely an Interest Period for an existing LIBOR Loan, then such LIBOR Loan shall be immediately converted to a Base Rate Loan on the last Business Day of the then existing Interest Period, all without demand, presentment, protest or notice of any kind, all of which are hereby waived by the Borrower. The proceeds of each Revolving Loan shall be made available at the office of the Bank by credit to the account of the Borrower or by other means requested by the Borrower and acceptable to the Bank. The Borrower does hereby irrevocably confirm, ratify and approve all such advances by the Bank and does hereby indemnify the Bank against losses and expenses (including court costs, attorneys’ and paralegals’ fees) and shall hold the Bank harmless with respect thereto. All requests for Loans shall include (i) a statement by the Borrower detailing (a) the Railcars to be financed by the requested Loans, (b) whether or not such Railcars are Eligible Railcars, and (c) whether or not such Railcars are Tier One Railcars or Tier Two Railcars, and (ii) a schedule listing the requested borrowing dateEligible Railcars by car initial and number included as Collateral, which shall be their Acquisition Cost and a Business Day. Each copy of the Lease and Lease Schedule(s) related thereto and such telephonic notice must be confirmed promptly by delivery other documentation as necessary to determine, in the Swing Line Lender Bank’s reasonable judgment, that the Lease is an Eligible Lease and the Administrative Agent Tier One or Tier Two status of the lessees. Requests for Loans against Eligible Tier Two Railcars will require a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer certificate of the Borrower Agent. Promptly after receipt that includes copies of all inspection reports prepared by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender may, not later than 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 the Borrower Agent at its office by crediting the account behalf of the Borrower Agent on with respect to such Railcars, which reports shall verify the books existence and serviceable condition of such Railcars and their suitability for leasing; provided, that notwithstanding anything to the contrary contained herein or in any other Loan Document, the inspection reports relating to such Railcars required herein may be based upon a sampling of the Swing Line Lender subject Railcars so long as the Borrower or the inspector, as the case may be, performing the applicable inspection and/or investigation with respect to such Railcars reasonably determines that the size of the sample of Railcars examined is sufficient to render the opinions relating to the Railcars described in Same Day Fundsthis paragraph.

Borrowing Procedures. Each Swing Line Borrowing a. The Borrower Representative shall be made upon give written notice (each such written notice, a “Notice of Borrowing”) to Administrative Agent and each Lender of the Borrower Agent’s irrevocable notice proposed borrowing not later than 10:00 A.M. (Mexico, City time) three Business Days prior to the Swing Line Lender and proposed date of that borrowing (or such shorter period acceptable to the Administrative Agent, which may be given by telephone). Each such notice must will be received effective upon receipt by the Swing Line Lender and the Administrative Agent not later than 12:00 noon on the requested borrowing dateAgent, will be irrevocable, and shall must specify the proposed Closing Date (i) the amount to be borrowed, which shall be a minimum of $500,000 and integral multiples of $100,000 in excess thereof, and (ii) the requested borrowing date, which date shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery Day prior to the Swing Line Lender Termination Date), or with respect to the borrowing of Tranche E Loans, the proposed Amendment No. 1 Effective Date, and amount of the requested borrowing. Except as otherwise agreed in a flow of funds memorandum in form and substance acceptable to the Administrative Agent and the Lenders (a “Funds Flow Memorandum”) on the Closing Date, or with respect to a borrowing of Tranche E Loans, on the Amendment No. 1 Effective Date, each Lender shall provide Administrative Agent with immediately available funds covering that Lender’s Pro Rata Share of that borrowing so long as the applicable Lender has not received written notice that the conditions precedent set forth in Article XII with respect to that borrowing have not been satisfied. Except as otherwise agreed in a written Swing Line Loan NoticeFunds Flow Memorandum, appropriately completed and signed by a Responsible Officer after the Administrative Agent’s receipt of the Borrower Agent. Promptly after receipt by proceeds of the Swing Line Lender of any telephonic Swing Line Loan Noticeapplicable Loans from the Lenders, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not shall make such Swing Line Loan the proceeds of those Loans available to the Borrowers andapplicable Borrower on the Closing Date (or with respect to a borrowing of Tranche E Loans, if agreeing on the Amendment No. 1 Effective Date) by transferring to make such Swing Line Loan, (ii) confirm with the applicable Borrower immediately available funds equal to the proceeds received by the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) Agent. There shall be a single borrowing of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender may, not later than 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 the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in Same Day FundsLoans hereunder.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower AgentAdministrative Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephonetelephone (provided that such telephonic notice complies with the informational requirements of the form of Swing Line Loan Notice attached hereto). Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $500,000 100,000 (and in integral multiples of $100,000 in excess thereof100,000), and (ii) the requested borrowing date, which shall be a Business DayDay and (iii) the Borrower to which the funds are to be disbursed. 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 AgentAdministrative Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 12:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender maywill, not later than 3:00 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 the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in Same Day FundsBorrowers.

Borrowing Procedures. Each Swing Line Borrowing (a) The Borrower Representative shall be made upon give written notice (each such written notice, a “Notice of Borrowing”) to Administrative Agent and each Lender of the Borrower Agent’s irrevocable notice proposed borrowing not later than 10:00 A.M. (Mexico, City time) three Business Days prior to the Swing Line Lender and proposed date of that borrowing (or such shorter period acceptable to the Administrative Agent, which may be given by telephone). Each such notice must will be received effective upon receipt by the Swing Line Lender and the Administrative Agent not later than 12:00 noon on the requested borrowing dateAgent, will be irrevocable, and shall must specify the proposed Closing Date (i) the amount to be borrowed, which shall be a minimum of $500,000 and integral multiples of $100,000 in excess thereof, and (ii) the requested borrowing date, which date shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery Day prior to the Swing Line Lender Termination Date), or with respect to the borrowing of Tranche E Loans, the proposed Amendment No. 1 Effective Date, and amount of the requested borrowing. Except as otherwise agreed in a flow of funds memorandum in form and substance acceptable to the Administrative Agent and the Lenders (a “Funds Flow Memorandum”) on the Closing Date, or with respect to a borrowing of Tranche E Loans, on the Amendment No. 1 Effective Date, each Lender shall provide Administrative Agent with immediately available funds covering that ▇▇▇▇▇▇’s Pro Rata Share of that borrowing so long as the applicable Lender has not received written notice that the conditions precedent set forth in Article XII with respect to that borrowing have not been satisfied. Except as otherwise agreed in a written Swing Line Loan NoticeFunds Flow Memorandum, appropriately completed and signed by a Responsible Officer after the Administrative Agent’s receipt of the Borrower Agent. Promptly after receipt by proceeds of the Swing Line Lender of any telephonic Swing Line Loan Noticeapplicable Loans from the Lenders, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not shall make such Swing Line Loan the proceeds of those Loans available to the Borrowers andapplicable Borrower on the Closing Date (or with respect to a borrowing of Tranche E Loans, if agreeing on the Amendment No. 1 Effective Date) by transferring to make such Swing Line Loan, (ii) confirm with the applicable Borrower immediately available funds equal to the proceeds received by the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) Agent. There shall be a single borrowing of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender may, not later than 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 the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in Same Day FundsLoans hereunder.

Borrowing Procedures. (a) Each Swing Line Borrowing Revolving Loan shall be made upon the by a written request by or on behalf of a Borrower Agent’s irrevocable notice delivered to the Swing Line Lender and the Administrative Agent, (which may be given by telephone. Each such notice must be delivered through Lender’s electronic platform or portal) and received by the Swing Line Lender and the Administrative Agent not no later than 12:00 noon 11:00 a.m. on the Business Day that is the requested borrowing datedate that the Revolving Loan be made, and shall specify specifying (i) the amount to be borrowed, which shall be a minimum of $500,000 and integral multiples of $100,000 in excess thereofsuch Revolving Loan, and (ii) the requested borrowing datedate of such Revolving Loan, which shall be a Business Day; provided, that, Lender may, in its discretion, elect to accept as timely requests that are received later than 11:00 a.m. on the applicable Business Day, subject to Section 2.2(c). Each such telephonic notice must be confirmed promptly by delivery All borrowing requests which are not made on-line via Lender’s electronic platform or portal or pursuant to the Swing Line Loan Manager Service shall be subject to (and unless Lender and elects otherwise in its discretion, such Revolving Loans shall not be made until the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of completion of) ▇▇▇▇▇▇’s authentication process (with results satisfactory to Lender) prior to the Borrower Agent. Promptly after receipt by the Swing Line Lender funding of any telephonic Swing Line Loan Noticesuch requested Revolving Loan. (b) All Revolving Loans shall be conclusively presumed to have been made to, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit and for the benefit of, a Borrower when deposited to the credit of a Borrower or otherwise disbursed or established in accordance with the instructions of a Borrower to the deposit account specified to Lender for such purpose (which shall be at a bank acceptable to Lender) prior to 1:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth or in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to accordance with the terms and conditions hereofof this Agreement. (c) If Lender has separately agreed that a Borrower may use the Loan Manager Service, Revolving Loans (i) will be made solely by the Swing Line Lender mayLoan Manager Service, not later than 3:00 p.m. on and (ii) will be initiated by ▇▇▇▇▇▇ and credited to a Borrower’s operating account maintained with ▇▇▇▇▇▇ as Revolving Loans as of the borrowing date specified end of each Business Day in an amount sufficient to maintain an agreed upon ledger balance in such Swing Line Loan NoticeBorrower’s operating account maintained with Lender, make the amount of its Swing Line Loan available subject to the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in Same Day Funds.Excess

Borrowing Procedures. Each Borrowing (other than a Borrowing of Swing Line Borrowing Loans) shall be made upon the Borrower AgentBorrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received (A) telephone or (B) a Notice of Borrowing (including 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 $500,000 and integral multiples of $100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such e-mail or facsimile); provided that any 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 Notice of the Borrower Agent. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will Borrowing not later than (i) deliver notice to 1:00 p.m. on the Borrower Agent same Business Day, in the case of a Borrowing of Base Rate Loans, and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent 12:00 noon three (by telephone or in writing3) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) Business Days prior to 1:00 p.m. on the date of the proposed Swing Line Borrowing, in the case of a Borrowing of SOFR Rate Loans; provided, however, that if the Borrower wishes to request SOFR Rate Loans having an Interest Period other than one, three or six months in duration as provided in the definition of “Interest Period” the applicable Notice of Borrowing must be received by the Administrative Agent not later than 11:00 a.m. four (4) Business Days prior to the requested date of the proposed Borrowing, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., three (3) Business Days prior to the requested date of such Borrowing, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all Lenders and the Administrative Agent. Each Notice of Borrowing by the Borrower shall specify (A) directing the Swing Line Lender not to make date of such Swing Line Loan as proposed Borrowing, which shall be a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a)Business Day, or (B) that one or more the aggregate amount of such proposed Borrowing, (C) the Type of the applicable conditions specified in Article V is not then satisfiedproposed Borrowing, then, (D) the initial Interest Period or Interest Periods for any such SOFR Rate Loans and (E) with respect to any Borrowing the proceeds of which will be used to fund a Restricted Payment subject to the terms satisfaction of the Payment Conditions, an additional solvency representation and conditions hereofwarranty of Holdings and its Restricted Subsidiaries (taken as a whole) after giving effect to such Borrowing and the use of proceeds thereof. If the Borrower requests a Borrowing of SOFR Rate Loans but fails to specify an Interest Period, the Swing Line Lender mayBorrower shall be deemed to have specified an Interest Period of one month’s duration. Each Borrowing of Base Rate Loans, not later than 3:00 p.m. on the borrowing date specified or SOFR Rate Loans shall, in such Swing Line Loan Noticeeach case, make the be in an aggregate amount of its Swing Line Loan available to the Borrower Agent at its office by crediting the account not less than $500,000 or an integral multiple of the Borrower Agent on the books of the Swing Line Lender $100,000 in Same Day Fundsexcess thereof.

Borrowing Procedures. Each Swing Line Borrowing shall of Swingline Loans may be made upon the Borrower AgentBorrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 12:00 noon noon, on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $500,000 and integral multiples or a whole multiple of $100,000 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 Swing Line Swingline Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and Notice of Borrowing signed by a Responsible Officer of the Borrower AgentBorrower. Promptly after receipt by the Swing Line Swingline Lender of any telephonic Swing Line Loan NoticeBorrowing Request, the Swing Line Swingline Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) 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 Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless Subject to the Swing Line terms and conditions hereof, the Swingline Lender will, not later than 2:00 p.m., on the borrowing date specified in such Borrowing Request, make the amount of its Swingline Loan available to the Borrower; provided that the Swingline Lender shall only make such Swingline Loan available to the Borrower if (A) the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 p.m. 7:00 p.m., on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of Swingline Loans that the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or 2.06(a) would not be violated by the making of such Swingline Loan and (B) the Borrower has certified that one or more each of the applicable conditions specified in Article V is Section 5.03 have been satisfied. The Swingline Lender shall not then satisfied, then, subject be under any obligation to the terms and conditions hereof, the Swing Line Lender may, not later than 3:00 p.m. on the borrowing date specified in such Swing Line issue any Swingline Loan Notice, make the amount of its Swing Line Loan available to the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in Same Day Funds.if:

Borrowing Procedures. Each Swing Line Borrowing (other than overdraft Borrowings pursuant to Section 2.05(a)) shall be made upon the Borrower AgentBorrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $500,000 100,000 or C$100,000 (and any amount in excess thereof shall be an integral multiples multiple of $100,000 in excess thereof25,000 or C$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 Borrower AgentBorrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.05(a), or (B) that one or more of the applicable conditions specified in Article V Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender maywill, not later than 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 the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in Same Day FundsBorrower.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower Agent’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $500,000 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 Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Agent. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender may, not later than 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 the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in Same Day Funds.81 [Matrix] Credit Agreement #85638137

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower AgentBorrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon 1:00 p.m., Local Time, on the requested borrowing datedate or such later time on the requested borrowing date as may be approved by the Swing Line Lender in its sole discretion, and shall specify (i) the amount to be borrowed, which shall be a minimum in an aggregate amount that is an integral multiple of $500,000 the Borrowing Multiple and integral multiples of $100,000 in excess thereofnot less than the Borrowing Minimum, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Agentapplicable Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 p.m. 2:00 p.m., Local Time, on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfiedsatisfied or waived (and one or more such conditions are not in fact satisfied or waived), then, subject to the terms and conditions hereof, the Swing Line Lender maywill, not later than 3:00 p.m. p.m., Local Time, on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower Agent at its office in immediately available funds either by (i) crediting the account of the Borrower Agent on the books of the Swing Line Lender with the amount of such funds or (ii) wire transfer of such funds, in Same Day Fundseach case in accordance with instructions provided to the Swing Line Lender by the Borrower.

Borrowing Procedures. Each At any time a Used Vehicle Autoborrow Agreement is not in effect, each Used Vehicle Floorplan Swing Line Borrowing and each conversion of Used Vehicle Floorplan Swing Line Loans from one type to the other shall be made upon the Borrower AgentCompany’s irrevocable notice to the Used Vehicle Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) by a Used Vehicle Floorplan Swing Line Loan Notice. Each such notice Used Vehicle Floorplan Swing Line Loan Notice must be received by the Used Vehicle Swing Line Lender and the Administrative Agent not later than 12:00 noon 1:00 p.m. on the requested borrowing datedate or date of any conversion of Eurodollar RateDaily Simple SOFR Loans to Base Rate Loans or of any conversion of Base Rate Loans to Eurodollar RateDaily Simple SOFR Loans, and in each case shall specify (i) the amount to be borrowed, which shall be a minimum of $500,000 and integral multiples of $100,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to Day and (iii) the Swing Line Lender and the Administrative Agent Type of a written Used Vehicle Floorplan Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Agentto 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 Lender of any telephonic Used Vehicle Floorplan Swing Line Loan Notice, the Used Vehicle Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Used Vehicle Floorplan Swing Line Loan Notice and, if not, the Used Vehicle Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Used Vehicle Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Used Vehicle Floorplan Lender) prior to 1:00 2:00 p.m. on the date of the proposed Used Vehicle Floorplan Swing Line Borrowing (A) directing the Used Vehicle Swing Line Lender not to make such Used Vehicle Floorplan Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a2.12(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Used Vehicle Swing Line Lender maywill, not later than 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 the Borrower Agent Company at its office by crediting the account of the Borrower Agent Company on the books of the Used Vehicle Swing Line Lender in Same Day Fundsimmediately available funds. If the Company fails to provide a timely Used Vehicle Floorplan Swing Line Loan Notice requesting a conversion of Eurodollar RateDaily Simple SOFR Loans to Base Rate Loans, such Loans shall, subject to Article III, continue as Eurodollar RateDaily Simple SOFR Loans. If the Company fails to specify a Type of Used Vehicle Floorplan Swing Line Loan in a Used Vehicle Floorplan Swing Line Loan Notice, then the applicable Used Vehicle Floorplan Swing Line Loan shall, subject to Article III, be made as a Eurodollar RateDaily Simple SOFR Loan. In order to facilitate the borrowing of Used Vehicle Floorplan Swing Line Loans, the Company and the Used Vehicle Floorplan Swing Line Lender may mutually agree to, and are hereby authorized to, enter into an Autoborrow Agreement in form and substance reasonably satisfactory to the Administrative 7979 Agent and the Used Vehicle Floorplan Swing Line Lender (the “Used Vehicle Autoborrow Agreement”) providing for the automatic advance by the Used Vehicle Floorplan Swing Line Lender of Used Vehicle Floorplan Swing Line Loans under the conditions set forth in such agreement, which shall be in addition to the conditions set forth herein (each such advance, 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 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 Administrative Agent), alternate (x) between having a Revolving Autoborrow Agreement, or 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. For purposes of any Used Vehicle Floorplan Swing Line Borrowing pursuant to the Used Vehicle Autoborrow Agreement, all references to Bank of America shall be deemed to be a reference to Bank of America, in its capacity as Used Vehicle Floorplan Swing Line Lender hereunder.

Borrowing Procedures. Each Unless the Swing Line Borrowing has been terminated or suspended by Swingline Lender as provided in subsection (a) above, each Swingline Advance shall be made upon the Borrower AgentSOURCECORP’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 12:00 noon 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 integral multiples of $100,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Swingline Lender and the Administrative Agent of a written Swing Line Loan NoticeSwingline Advance notice in the form of Exhibit E hereto, appropriately completed and signed by a Responsible Officer of the Borrower AgentSOURCECORP. Promptly after receipt by the Swing Line Swingline Lender of any telephonic Swing Line Loan NoticeSwingline Advance notices, the Swing Line Swingline Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice Swingline Advance notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless (x) the Swing Line has been terminated or suspended by Swingline Lender as provided in subsection (a) above, or (y) 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 1:00 2:00 p.m. on the date of the proposed Swing Line Borrowing borrowing of a Swingline Advance (A) directing the Swing Line Swingline Lender not to make such Swing Line Loan Swingline Advance as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a2.15(a), or (B) that one or more of the applicable conditions specified in Article V 6 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender maywill, not later than 3:00 p.m. on the requested borrowing date specified in such Swing Line Loan Noticedate, make the amount of its Swing Line Loan Swingline Advance available to the Borrower Agent SOURCECORP at its office by crediting the account of the Borrower Agent SOURCECORP on the books of Swingline Lender in immediately available funds. The Lenders agree that Swingline Lender may agree to modify the borrowing procedures used in connection with the Swing Line Lender in Same Day Fundsits discretion and without affecting any of the obligations of the Lenders hereunder other than notifying the Administrative Agent of a Swingline Advance notice.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower Agent’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $500,000 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 Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Agent. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a2.05(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender may, not later than 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 the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in Same Day Funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower AgentBorrower’s or the Designated Borrower’s, as applicable, irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon 1:00 p.m., Local Time, on the requested borrowing datedate or such later time on the requested borrowing date as may be approved by the Swing Line Lender in its sole discretion, and shall specify (i) the amount to be borrowed, which shall be a minimum in an aggregate amount that is an integral multiple of $500,000 the Borrowing Multiple and integral multiples of $100,000 in excess thereofnot less than the Borrowing Minimum, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Agent. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Facility Lender) prior to 1:00 p.m. 2:00 p.m., Local Time, on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V Section 5.05 is not then satisfiedsatisfied or waived (and one or more such conditions are not in fact satisfied or waived), then, subject to the terms and conditions hereof, the Swing Line Lender maywill, not later than 3:00 p.m. p.m., Local Time, on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower Agent at its office or the Designated Borrower, as applicable, in immediately available funds either by (i) crediting the account of the Borrower Agent or the Designated Borrower, as applicable, on the books of the Swing Line Lender with the amount of such funds or (ii) wire transfer of such funds, in Same Day Fundseach case in accordance with instructions provided to the Swing Line Lender by the Borrower or the Designated Borrower, as applicable.

Borrowing Procedures. (a) Each Swing Line Borrowing Revolving Loan shall be made upon the Borrower Agent’s irrevocable notice occur following written request via such form as is attached as Exhibit 2. 2.1 or telephonic request to the Swing Line Lender and Agent from the Administrative AgentBorrower, which may with any such telephonic request to be given confirmed by telephonefax in such form as is attached as Exhibit 2. 2.1. Each such notice or request shall specify: (i) the date of the requested Revolving Loan; (ii) the amount thereof; and (iii) if any portion of such Revolving Loan will bear interest at a Eurodollar Rate, the Interest Period selected by the Borrower with respect thereto. Such notice or request must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon 10:00 a.m. (California time) on the requested borrowing dateBank Business Day prior to the day on which such Revolving Loan is to occur or, and if all or any portion of the Revolving Loan will bear interest at a Eurodollar Rate, not later than three Eurodollar Business Days prior to the date on which such Revolving Loan is to occur. Each Borrowing shall specify be in the amount of (i) the amount to be borrowed, which shall be a minimum of not less than $500,000 and 1,000,000 or (ii) in an integral multiples multiple of $100,000 greater than $1,000,000. The Borrower shall be obligated to repay all Revolving Loans made to it notwithstanding the fact that the Person requesting the same was not in excess thereoffact authorized so to do. Any request for a Revolving Loan shall be deemed to be a representation that the statements set forth in Article VII are correct except to the extent that the same relate specifically to an earlier date. (b) Upon receiving a request for a Borrowing under this Section 2.2.1, and in any event not later than 11:00 a.m. (iiCalifornia time) on the day that the request is received, the Agent will notify the Lenders of the amount of the requested borrowing dateBorrowing, which the amount of each Lender's Revolving Loan with respect thereto, and, if applicable, the fact that the Borrower has elected a Eurodollar Rate and the Interest Period selected by the Borrower. Upon fulfillment of the applicable conditions set forth in Article VI, each Lender shall be a Business Dayremit its Percentage of the requested Revolving Loan to the Agent in immediately available funds. Each such telephonic notice must Lender shall make each Advance to be confirmed promptly made by delivery it hereunder on the proposed date thereof by wire transfer of immediately available funds by 11:00 a.m. (California time) to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer account of the Borrower Agent. Promptly after receipt Agent most recently designated by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver it for such purpose by notice to the Lenders. The Agent will make such Advances available to the Borrower by wire transferring the same to an account designated by the Borrower at First Bank or in such other manner as the Agent and the Administrative Borrower may from time to time agree in writing, prior to 12:00 noon (California time) on the day of the requested Revolving Loan. The Agent as shall have no obligation to whether it will or disburse the requested Borrowing if any condition set forth in Article VI has not been satisfied on the day of the requested Revolving Loan. Unless the Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Agent such Swing Line Lender's Percentage of such Revolving Loan, the Agent may assume that such Lender has made such share available on such date in accordance with this Section 2.2.1 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its Percentage of the applicable Revolving Loan available to the Borrowers andAgent, if agreeing then the applicable Lender agrees to make pay to the Agent forthwith on demand such Swing Line Loancorresponding amount with interest thereon, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) for each day from the Administrative Agent (and including at the request of any Revolving Credit Lender) prior to 1:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V amount is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender may, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan made available to the Borrower Agent to but excluding the date of payment to the Agent, at its office by crediting the account greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation. If such Lender pays such amount to the Agent, then such amount shall constitute such Lender's Percentage in such Revolving Loan. (c) In the event that any one or more Lenders' obligations to make Advances at the Eurodollar Rate are suspended pursuant to Section 2.2.2(c) following a request for a Borrowing that specifies that a Eurodollar Rate is to apply, such Lenders shall nevertheless be obliged to fund their respective Advances, and such Advances shall bear interest at the Floating Rate until they are repaid or until such Lenders may again make, maintain or fund Advances at the Eurodollar Rate and the Borrower Agent on the books of the Swing Line Lender in Same Day Fundsrequests pursuant to Section 2.2.2(a) that a Eurodollar Rate be applicable to such Advances.

Borrowing Procedures. (a) Each Swing Line Borrowing Revolving Loan shall be made upon the Borrower Agent’s irrevocable notice by a written request by an Authorized Person delivered to the Swing Line Lender and the Administrative Agent, (which may be given by telephone. Each such notice must be delivered through Lender’s electronic platform or portal) and received by the Swing Line Lender and the Administrative Agent not no later than 12:00 noon on the requested borrowing date11:00 a.m. (provided, and shall specify that Lender may, in its sole discretion, elect to accept as timely requests that are received later (i) on the amount Business Day that is one Business Day prior to be borrowed, which shall be the requested Funding Date in the case of a minimum of $500,000 and integral multiples of $100,000 in excess thereofrequest for a Base Rate Loan, and (ii) on the U.S. Government Securities Business Day that is three U.S. Government Securities Business Days prior to the requested borrowing dateFunding Date in the case of a request for a SOFR Loan (or the continuation thereof or the conversion thereof to a Base Rate Loan), specifying (A) the amount of such Revolving Loan (which in the case of a SOFR Loan shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof), (B) the requested Funding Date (which shall be a Business Day); and (C) in the case of a SOFR Loan, the duration of the Interest Period with respect thereto. Each such telephonic notice must In addition, each request for a SOFR Loan (or the continuation thereof or the conversion thereof to a Base Rate Loan) shall be confirmed promptly by made pursuant to the delivery to the Swing Line Lender and of a SOFR Loan Notice. If the Administrative Agent Borrower fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If the Administrative Borrower fails to give a timely notice with respect to any continuation of a written Swing Line SOFR Loan, then the applicable SOFR Loan Notice, appropriately completed and signed by shall be converted to a Responsible Officer Base Rate Loans effective as of the Borrower Agent. Promptly after receipt by last day of the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice Interest Period then in effect with respect to the Borrower Agent applicable SOFR Loans. All requests for Revolving Loans which are not made on-line via Lender’s electronic platform or portal shall be subject to (and unless Lender elects otherwise in the Administrative Agent as exercise of its sole discretion, such Revolving Loans shall not be made until the completion of) Lender’s authentication process (with results satisfactory to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 p.m. the funding of any such requested Revolving Loan. (b) Except as otherwise provided herein, a SOFR Loan may be continued or converted only on the date last day of an Interest Period for such SOFR Loan. During the proposed Swing Line Borrowing existence of a Default or an Event of Default, no Revolving Loans may be requested as, converted to or continued as SOFR Loans without the consent of Lender. (Ac) directing the Swing Line Each SOFR Loan Notice shall be irrevocable and binding on Borrowers. In connection with each SOFR Loan, each Borrower shall indemnify, defend, and hold Lender not to make such Swing Line Loan harmless against any loss, cost, or expense actually incurred by Lender as a result of (i) the limitations set forth in the proviso to the first sentence payment or required assignment of Section 2.04(a), or (B) that one or more any principal of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender may, not later any SOFR Loan other than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount last day of its Swing Line Loan available to the Borrower Agent at its office by crediting the account an Interest Period applicable thereto (including as a result of the Borrower Agent on the books an Event of the Swing Line Lender in Same Day Funds.Default),

Borrowing Procedures. Each At any time an Autoborrow Agreement under the revolving credit facility provided herein 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 the Borrower AgentCompany’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) by a Swing Line Loan Notice; provided that 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 Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon 1:00 p.m. on the requested borrowing datedate 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 $500,000 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 Day and (iii) the Swing Line Lender and the Administrative Agent Type of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Agentto be borrowed or to which existing Swing Line Loans are to be converted. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender maywill, not later than 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 the Borrower Agent Company at its office by crediting the account of the Borrower Agent Company on the books of the Swing Line Lender in Same Day Fundsimmediately available funds. 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 Company fails to specify a Type of Swing Line Loan in a 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 Lender may, in its sole discretion, agree with the Company to, (and the Swing Line Lender and the Company are hereby authorized to) enter into an Autoborrow Agreement in form and substance satisfactory to the Administrative Agent and the 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 the conditions set forth herein (each such advance, an “Autoborrow Advance”). 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 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 Borrowing shall be made upon the Borrower AgentBorrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon 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 integral multiples of $100,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower AgentBorrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender maywill, not later than 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 the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in Same Day Fundsimmediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower AgentCompany’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon 3:00 p.m., Houston, Texas time on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $500,000 and integral multiples 100,000 or any whole multiple of $100,000 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 Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower AgentCompany. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 p.m. 4:00 p.m., Houston, Texas time on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a2.13(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, or (C) any Lender is at such time a Defaulting Lender hereunder (unless the Swing Line Lender has entered into satisfactory arrangements with the Company or such Lender to eliminate the Swing Line Lender’s risk with respect to such Lender),then subject to the terms and conditions hereof, the Swing Line Lender maywill, not later than 3:00 p.m. 4:00 p.m., Houston, Texas time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower Agent Company at its office by crediting the account of the Borrower Agent Company on the books of the Swing Line Lender in Same Day Fundsimmediately available funds.

Borrowing Procedures. Each Borrowing of Swing Line Borrowing Loans shall be made upon the Borrower Agentapplicable Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) a Swing Line Loan Notice; provided that 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 12:00 noon 3:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $500,000 and integral multiples of $100,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Agentapplicable Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 2:00 p.m. on the date of the proposed Borrowing of Swing Line Borrowing Loans (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender maywill, not later than 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 the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in Same Day Fundsapplicable Borrower.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower AgentCompany’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be in a minimum principal amount of $500,000 and integral multiples or a whole multiple of $100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower AgentCompany. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Multicurrency Revolving Credit Lender) prior to 1:00 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender maywill, not later than 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 the Borrower Agent Company at its office by crediting the account of the Borrower Agent Company on the books of the Swing Line Lender in Same Day Fundsimmediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower AgentAdministrative Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephonetelephone (provided that such telephonic notice complies with the informational requirements of the form of Swing Line Loan Notice attached hereto). Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $500,000 100,000 (and in integral multiples of $100,000 in excess thereof100,000), and (ii) the requested borrowing date, which shall be a Business DayDay and (iii) the Borrower to which the funds are to be disbursed. 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 AgentAdministrative Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 12:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a2.05(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender maywill, not later than 3:00 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 the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in Same Day Funds.Borrowers. 106033153\V-9

Borrowing Procedures. (a) Each Swing Line Borrowing Advance other than the initial funding of the Loans under Section 3.1, shall be made upon available to the Borrower Agentupon delivery of a written Advance request which the Lenders in good faith believe to emanate from a properly authorized representative of the Borrower, whether or not that is in fact the case. Each such request shall be effective upon receipt by the Lenders, shall be irrevocable, and shall specify the date and amount of the Advance and, if applicable, the name, address and account information of the Borrower’s irrevocable notice payee to be paid with the Swing Line Lender and proceeds of such Advance. (b) Each request for an Advance shall, if requested by the Administrative Agent, specify the items in the Approved Budget as to which may the proceeds of such Advance shall be given by telephone. Each such notice must applied and, subject to Section 3.2, be received funded by the Swing Line Lenders in proportion to their remaining 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 $500,000 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 Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Agent. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 p.m. Commitment Amount on the date of the proposed Swing Line Borrowing funding of such Advance, which shall be on the date that is than two (A2) directing Business Days after the Swing Line written Advance request is delivered to the Lenders. (c) In the event that any Lender does not timely fund such Advance on such date, then the other Lenders shall fund the shortfall on the date that is two (2) Business Days after the date of such default or failure to make fund (provided, however, that in no event shall any Lender be required to fund any amount in excess of such Swing Line Loan as a result Lender’s Lender Commitment Amount). (d) An Advance request shall be deemed to be received by the Lenders on the Business Day delivered if it is duly delivered no later than 11:00 a.m. Eastern Time on such day and if not so delivered, such request shall be deemed delivered on the immediately following Business Day. (e) No approval of any Lender shall be required if such written Advance is duly delivered in proper form; provided, that the obligation of the limitations Lenders to any Advance shall be subject to the conditions set forth in Section 3.2 and the proviso to funding of an Advance shall not be excused on account of any failure for the first sentence satisfaction of Section 2.04(a), or (B) that one or more any such conditions if a certificate of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender may, not later than 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 the Borrower Agent at its office by crediting the account an officer of the Borrower Agent on is provided to the books of effect that such conditions are satisfied unless prior to date that an Advance is to be funded the Swing Line Lender in Same Day FundsLenders provide a notice specifying the condition that is not so satisfied.

Borrowing Procedures. Each Borrowing of U.K. Swing Line Borrowing Loans shall be made upon the Borrower AgentU.K. Borrower’s irrevocable written notice to the U.K. Swing Line Lender and the Administrative Agent, which shall be signed by a Responsible Officer of the U.K. Borrower and which may be given by telephonefacsimile. Each such notice must be received by the U.K. Swing Line Lender and the Administrative Agent not later than 12:00 noon 11:00 a.m. (London time) on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $500,000 £150,000 (or €150,000, as applicable) and integral multiples of $£100,000 (or €100,000, as applicable) in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic facsimile 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 Agent. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver original executed notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such U.K. Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereofLender. Unless the U.K. Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 p.m. (London time) on the date of the proposed Borrowing of U.K. Swing Line Borrowing Loans (A) directing the U.K. Swing Line Lender not to make such U.K. Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.18(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the U.K. Swing Line Lender maywill, not later than 3:00 2:00 p.m. (London time) on the borrowing date specified in such U.K. Swing Line Loan Notice, make the amount of its U.K. Swing Line Loan available to the U.K. Borrower Agent at its office by crediting the account of the U.K. Borrower Agent on the books of the U.K. Swing Line Lender (or otherwise transfer such amounts per the U.K. Borrower’s payment instructions) in Same Day Funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower AgentRepresentative’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon 1:00 p.m. on the requested borrowing date, date of each Swing Line Borrowing and shall specify (i) the principal amount to be borrowed, which shall be a minimum of $500,000 100,000 (and integral multiples any amount in excess of $100,000 in excess thereofshall be an integral multiple of $50,000), and (ii) the requested borrowing datedate of the Swing Line Borrowing, which shall be a Business DayDay and (iii) the account of the applicable Borrower to which the proceeds of such Swing Line Borrowing should be credited. 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 an Authorized Officer of the Borrower AgentRepresentative. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan NoticeNotice (by telephone or in writing), the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V Section 3.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender maywill, not later than 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 the Borrower Agent at its office by crediting applicable Borrower. Notwithstanding anything to the account of the Borrower Agent on the books of contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Participating Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower Representative to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.21(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in Same Day Fundssuch Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans or other applicable share provided for under this Agreement. The Borrowers shall repay to the NAI-1537228099v31537241654v2 Swing Line Lender each Defaulting Lender’s portion (after giving effect to Section 2.21(a)(iv)) of each Swing Line Loan promptly following demand by the Swing Line Lender.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower Agentany Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 12:00 noon 2:00 p.m. (New York time) on the requested borrowing datedate of the proposed Swing Line Borrowing or at such later time as a Swingline Lender may agree, and shall specify (i) the date of such Swing Line Borrowing, (ii) the aggregate amount to be borrowedof such Swing Line Borrowing, which shall be a minimum in an aggregate amount of not less than $1,000,000 or an integral multiple of $500,000 and integral multiples of $100,000 1,000,000 in excess thereof, thereof and (iiiii) the requested borrowing date, which shall be a Business Dayidentity of the Borrower requesting 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 Notice of Swing Line Loan NoticeBorrowing, appropriately completed and signed by a Responsible Officer of the Borrower Agentsuch Borrower. Promptly after receipt by the such Swing Line Lender of any telephonic Notice of Swing Line Loan NoticeBorrowing, the such Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) 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 such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the such Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 3:00 p.m. (New York time) on the date of the proposed Swing Line Borrowing (A) directing the such Swing Line Lender not to make such Swing Line Loan Advance as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), 2.17(a) or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the such Swing Line Lender maywill, not later than 3:00 4:00 p.m. on the borrowing date specified in such Notice of Swing Line Loan NoticeBorrowing, make the amount of its Swing Line Loan Advance available to the applicable Borrower Agent at its office by crediting the account of the such Borrower Agent on the books of the such Swing Line Lender in Same Day Fundsimmediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower Agent’s irrevocable notice by the Borrower Representative to the Swing Line Lender and the Administrative Agent, which may be given by telephoneLender. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon (New York City time) on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $500,000 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 The Borrower Representative shall deliver to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower AgentBorrowers. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 2:00 p.m. (New York City time) on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), ) or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender maywill, not later than 3:00 p.m. (New York City time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in Same Day Fundsapplicable Borrower.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower AgentBGI’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon 1:00 p.m. (Eastern time) on the proposed Drawdown Date, or in the case of a Foreign Swing Line Loan, (x) not later than 11:00 a.m. (London time) on the proposed Drawdown Date for any Foreign Swing Line Borrowing requested borrowing datein Euros or Sterling and (y) not later than 3:00 p.m. (London time) one (1) Business Day prior to the proposed Drawdown Date for any Foreign Swing Line Borrowing requested in Swiss Francs or Dollars, and in the case of all Swing Line Borrowings, each such notice shall specify (i) the amount to be borrowed, which shall be a minimum of $500,000 and integral multiples of $100,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan NoticeRequest, appropriately completed and signed by a Responsible Officer of BGI, ▇▇▇▇▇▇ Germany, ▇▇▇▇▇▇ Luxembourg and/or ▇▇▇▇▇▇ Switzerland, as the Borrower Agentcase may be. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan NoticeRequest, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice Request and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of either Section 2.04(a2.09(a)(i) or (ii), as applicable, or (B) that one or more of the applicable conditions specified in Article V 11 or Article 12 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender maywill, not later than 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 the applicable Borrower Agent at its office by crediting the account of the such Borrower Agent on the books of the Swing Line Lender in Same Day Fundsimmediately available funds.

Borrowing Procedures. Each Swing Line Borrowing Loan shall be made upon the Borrower AgentBorrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon 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 integral multiples of $100,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan NoticeRequest, appropriately completed and signed by a Responsible Officer of the Borrower AgentBorrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.08(a), or (Bb) that one or more of the applicable conditions specified in Article V III is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender maywill, not later than 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 the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in Same Day Fundsimmediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower Agent’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $500,000 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 Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Agent. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 p.m. P.M. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender may, not later than 3:00 p.m. P.M. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in Same Day Funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower Agent’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $500,000 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 Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Agent. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender may, not later than 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 the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in Same Day Funds.

Borrowing Procedures. Each Swing Line Borrowing Loan shall be made upon the Borrower AgentBorrower’s irrevocable notice to the Swing Line Lender and the Administrative AgentAgent (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 Agent not later than 12:00 noon 11:00 a.m. Houston, Texas time on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $500,000 and integral multiples of $100,000 in excess thereof, borrowed and (ii) the requested borrowing date, which shall be a Business Day. The Borrower 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 made with a Loan as provided 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 Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower AgentOfficer. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 p.m. 11:00 a.m. Houston, Texas time on the date of the proposed Swing Line Borrowing Loan (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a2.09(a), or (B) that one or more of the applicable conditions specified in Article V Sections 6.01 or 6.02 hereof is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender maywill, not later than 3:00 p.m. promptly on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in Same Day FundsBorrower.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower AgentBorrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon 9:00 a.m. (Houston, Texas time) on the requested borrowing date, and shall specify (iA) the amount to be borrowed, which shall be a minimum of $500,000 and integral multiples or any whole multiple of $100,000 in excess thereof, and (iiB) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower AgentBorrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender other than Swing Line Lender) prior to 1:00 p.m. 10:00 a.m. (Houston, Texas time) on the date of the proposed Swing Line Borrowing (AI) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a2.01(c)(i), or (BII) that one or more of the applicable conditions specified in Article V Section 5.02 is not then satisfied, then, then subject to the terms and conditions hereof, the Swing Line Lender maywill, not later than 3:00 p.m. 10:00 a.m., Houston, Texas time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in Same Day Fundsimmediately available funds.