Common use of Borrowing Procedures Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Company’s (in the case of U.S. Swing Line Loans) or a Designated Foreign Borrower’s (in the case of Global Swing Line Loans) irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone(i) telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the applicable 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 applicable Swing Line Lender and the Administrative Agent not later than (A) 1:00 p.m. New York City time Eastern time, in the case of U.S. Swing Line Loans, or (B) 11:00 a.m. London time, in the case of Global Swing Line Loans on the requested borrowing date date, and shall specify (i1) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 100,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) or, as applicable, the Alternative Currency Equivalent thereof), and (ii2) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the applicable Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing)Notice, the such Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any U.S. Revolving Credit Lender or Global Swing Line Lender, as applicable) prior to 2:00 p.m. New York City time (Eastern time, in the case of U.S. Swing Line Loans, or London time, in the case of Global Swing Line Loans) on the date of the proposed Swing Line Borrowing (A) directing the applicable Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the such Swing Line Lender will, not later than 3:00 p.m. New York City time (Eastern time, in the case of U.S. Swing Line Loans, or London time, in the case of Global Swing Line Loans) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to applicable Borrower at its office by crediting the contrary contained in this Section 2.04 or elsewhere in this Agreement, account of such Borrower on the books of such Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line LoansSame Day Funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each telephonic notice by the Borrower pursuant to this Section 2.05 must be confirmed immediately 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 such notice Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 2:00 p.m. New York City on the requested borrowing date or such later time on the requested borrowing date as may be approved by the Swing Line Lender in its sole discretion, and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) , and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Initial Revolving Credit Lender) prior to 2:00 3:30 p.m. New York City time on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso provisos to the first sentence of Section 2.04(a2.05(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 4:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its their Swing Line Loan available to the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans.

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

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

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

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

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

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

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

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

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

Borrowing Procedures. (a) Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable on notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and Borrower to the Administrative Agent not later than 1:00 p.m. New York City time on the requested borrowing date and shall specify than, (i) in the principal amount case of a Borrowing of Base Rate Loans, (x) during any Cash Dominion Period, 1:00 p.m. (New York time) on the Business Day of the proposed Borrowing or (y) otherwise, 11:00 a.m. (New York time) on the Business Day prior to be borrowedthe date of the proposed Borrowing and (ii) in the case of a Borrowing of Eurodollar Rate Loans, which principal amount shall be a minimum 11:00 a.m. (New York time) three Business Days prior to the date of $500,000 (and any amount in excess of $500,000 the proposed Borrowing. Each such notice shall be in integral multiples substantially the form of $100,000Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether the Borrowing is to be a Tranche A Loan or a Tranche A-1 Loan, (D) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans, (E) for each Eurodollar Rate Loan, the initial Interest Period or Interest Periods thereof and (F) the Tranche A Available Credit and the Tranche A-1 Available Credit (after giving effect to the proposed Borrowing). The Revolving Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans; provided, however, that (i) all Revolving Loans made on the Effective Date shall be Base Rate Loans and (ii) the requested borrowing dateBorrower shall not request, which and the Tranche A Lenders shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery under no obligation to fund, any Tranche A Loan unless the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent Tranche A-1 Available Credit 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 been reduced to 2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrowerzero. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement2.3(a) (Swing Loans), if any Notice of Borrowing requests a Borrowing of Base Rate Loans and the Tranche A-1 Available Credit has been reduced to zero, the Administrative Agent may make a Swing Line Lender shall Loan available to the Borrower in an aggregate amount not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it exceed such proposed Borrowing, and the Borrower to eliminate aggregate amount of the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to corresponding proposed Borrowing shall be reduced accordingly by the Defaulting Lender’s or Defaulting Lenders’ participation in principal amount of such Swing Line Loan. Except during any Cash Dominion Period, each Borrowing shall be in an aggregate amount of not less than $3,000,000 or an integral multiple of $1,000,000 in excess thereof for Eurodollar Rate Loans and $1,000,000 or an integral multiple of $1,000,000 in excess thereof for Base Rate Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City on the requested borrowing date or such later time on the requested borrowing date as may be approved by the Swing Line Lender in its sole discretion, and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) , and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the BorrowerOfficer. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing (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 and the second provisos to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 4.03 is not then satisfiedsatisfied (or waived in accordance with Section 10.01), then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans.

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

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

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

Borrowing Procedures. Each Swing Line Loan Borrowing shall be made upon requested pursuant to the Borrower’s Borrowers’ irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time 11:00 a.m., on the requested borrowing date date, and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum amount of $500,000 (and any amount 50,000 or an integral multiple of $10,000 in excess of $500,000 shall be in integral multiples of $100,000) thereof and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly immediately by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Loan NoticeBorrowing, appropriately completed and signed by a Responsible Officer of the BorrowerBorrowers, which notice may be delivered by facsimile or e-mail. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line Loan Notice (by telephone or in writing)Borrowing, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Loan Notice Borrowing and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time 1:00 p.m., on the date of the proposed Swing Line Loan Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.03(a), or (B) that one or more of the applicable conditions specified in Section 4.02 3.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. New York City time 2:00 p.m., on the borrowing date specified in such Notice of Swing Line Loan NoticeBorrowing, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to Borrowers by crediting the contrary contained in this Section 2.04 or elsewhere in this Agreement, account of the Borrowers on the books of the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loansimmediately available funds.

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

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

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

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

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

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

Borrowing Procedures. (a) Each Swing Line Revolving Credit Borrowing shall be made upon the Borrower’s irrevocable on notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and a Borrower to the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (New York City time on the requested borrowing date and shall specify time) (i) in the principal amount to be borrowedcase of a Revolving Credit Borrowing of Base Rate Loans, which principal amount shall be a minimum on the day of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) the proposed Revolving Credit Borrowing and (ii) in the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent case of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) Borrowing of Eurocurrency Rate Loans, three Business Days prior to 2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing Revolving Credit Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) directing the Swing Line Lender not to make date of such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a)proposed Revolving Credit Borrowing, or (B) that one whether the Revolving Credit Borrowing is to be a Dollar Revolving Loan or more a Euro Revolving Loan, (C) the Borrower making the Borrowing, (D) the aggregate amount of such proposed Revolving Credit Borrowing, (E) whether any portion of the applicable conditions specified in Section 4.02 is not then satisfied, thenproposed Revolving Credit Borrowing will be of Base Rate Loans or Eurocurrency Rate Loans and (F) the initial Interest Period or Periods for any such Eurocurrency Rate Loans. The Dollar Revolving Loans shall be made as Base Rate Loans unless, subject to the terms and conditions hereofSection 2.15 (Special Provisions Governing Eurocurrency Rate Loans), the Swing Line Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified Notice of Borrowing specifies that all or a portion thereof shall be Eurocurrency Rate Loans. Each Revolving Credit Borrowing of Dollar Revolving Loans shall be in such Swing Line Loan Notice, make the an aggregate amount of its Swing Line Loan available to the Borrowernot less than $1,000,000 or an integral multiple of $500,000 in excess thereof. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Each Revolving Credit Lender is a Defaulting Lender unless Borrowing of Euro Revolving Loans shall be in an aggregate amount of not less than the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s Dollar Equivalent of $1,000,000 or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share integral multiple of the outstanding Swing Line Dollar Equivalent of $500,000 in excess thereof. The Borrowers may not request more than fifteen (15) Revolving Credit Borrowings per month in the form of Eurocurrency Rate Loans.

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

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

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

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the US Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephoneAgent in writing. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. 2:00 p.m., New York City time on the requested borrowing date Borrowing date, and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (300,000 and any amount in excess of $500,000 shall be in integral multiples of $100,000) 100,000 in excess thereof, and (ii) the requested borrowing Borrowing date, which shall be a Business Day. Each such telephonic notice must shall be confirmed promptly given by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereofOfficer. Unless the Swing Line Lender has received notice (by telephone or in writing) writing from the Administrative Agent (including at the request of any Dollar Revolving Credit Lender) prior to (x) 2:00 p.m. p.m., New York City time time, in the case of Swing Line Loans to reimburse an L/C Issuer in respect of drawings under Letters of Credit, or (y) 4:30 p.m., New York time, in all other cases, 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) (The Swing Line), or (B) that one or more of the applicable conditions specified in Section 4.02 (Conditions Precedent to Each Credit Extension) is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than (x) 3:00 p.m. p.m., New York City time time, in the case of Swing Line Loans to reimburse an L/C Issuer in respect of drawings under Letters of Credit, or (y) 5:00 p.m., New York time, in all other cases, on the borrowing Borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the US Borrower by wire transfer of such funds, in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the US Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans.

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

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

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

Borrowing Procedures. Each Unless the Swing Line Lender has notified the Company that the Swing Line has been terminated or suspended as provided in Section 2.4, each Swing Line Borrowing shall be made upon the BorrowerCompany’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time p.m., Chicago time, on the requested borrowing date date, and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) , and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Authorized Corporate Officer of the BorrowerCompany. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time p.m., Chicago 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 Section 4.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. New York City time p.m., Chicago time, on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to applicable Borrower at its office by crediting the contrary contained in this Section 2.04 or elsewhere in this Agreement, account of the applicable Borrower on the books of the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loansimmediately available funds.

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

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

Borrowing Procedures. (a) Each Swing Line Revolving Credit Borrowing shall be made upon the Borrower’s irrevocable on notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and Borrowers to the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (New York City time on the requested borrowing date and shall specify time) (i) one Business Day, in the principal amount to be borrowed, which principal amount shall be case of a minimum Borrowing of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) Base Rate Loans and (ii) three Business Days, in the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent case of a written Swing Line Loan NoticeBorrowing of Eurocurrency Rate Loans, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing Revolving Credit Borrowing. Each such notice shall be in substantially the form of Exhibit C (a "Notice of Borrowing"), specifying (A) directing the Swing Line Lender not to make date of such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a)proposed Revolving Credit Borrowing, or (B) that one or more the aggregate amount of such proposed Revolving Credit Borrowing, (C) whether any portion of the proposed Revolving Credit Borrowing will be of Base Rate Loans or Eurocurrency Rate Loans, (D) the initial Interest Period or Periods for any such Eurocurrency Rate Loans and (E) the applicable conditions specified in Section 4.02 is not then satisfied, then, Borrower and Currency of such Revolving Credit Borrowing. The Revolving Loans shall be made as Base Rate Loans unless (subject to Section 2.14) the terms Notice of Borrowing specifies that all or a portion thereof shall be Eurocurrency Rate Loans; provided, however, that all Canadian Loans shall be made as Base Rate Loans and conditions hereofall Loans denominated in Euros shall be made as Eurocurrency Rate Loans. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, or, in the case of Multicurrency Loans, in an aggregate minimum principal amount equal to an integral multiple of 100,000 units in the applicable Alternate Currency and (converted to the Dollar Equivalent thereof) equal to or greater than $5,000,000. For the purposes of determining compliance with this Section 2.2(a), the Swing Line Lender willDollar Equivalent of a Multicurrency Loan shall be determined by the Administrative Agent upon receipt from the Borrower of the Notice of Borrowing requesting such Multicurrency Loan, not later than 3:00 p.m. New York City time and such Dollar Equivalent shall be recalculated on each date that it shall be necessary to determine the borrowing date specified in such Swing Line Loan Notice, make the amount unused portion of its Swing Line Loan available to the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a each Lender's Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s Commitment or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, any 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 all of the outstanding Swing Line LoansRevolving Credit Outstandings on such date.

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

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each telephonic notice by the Borrower pursuant to this ‎Section 2.05 must be confirmed immediately 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 such notice Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 2:00 p.m. New York City on the requested borrowing date or such later time on the requested borrowing date as may be approved by the Swing Line Lender in its sole discretion, and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) , and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Initial Revolving Credit Lender) prior to 2:00 3:30 p.m. New York City time on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso provisos to the first sentence of Section 2.04(a‎Section 2.05(a), or (B) that one or more of the applicable conditions specified in Section ‎Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 4:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its their Swing Line Loan available to the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each telephonic notice by the Borrower pursuant to this Section 2.05 must be confirmed immediately 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 such notice Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 2:00 p.m. New York City on the requested borrowing date or such later time on the requested borrowing date as may be approved by the Swing Line Lender in its sole discretion, and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) , and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Initial Revolving Credit Lender) prior to 2:00 3:30 p.m. New York City time on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso provisos to the first sentence of Section 2.04(a2.05(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans.87

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

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

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

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

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

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

Borrowing Procedures. (a) Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable on written notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and Borrower to the Administrative Agent not later than 1:00 p.m. (i) 11:00 a.m. (New York City time on time) one Business Day prior, in the requested borrowing date and shall specify (i) the principal amount to be borrowedcase of a Borrowing of Base Rate Loans, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) and (ii) 12:00 noon (New York City time) one (1) Business Day, in the requested borrowing datecase of a Borrowing of Eurocurrency RateSOFR Loans, in each case prior to the date of the proposed Borrowing (or such shorter time as the Administrative Agent may agree in its sole discretion). Each such notice shall be in substantially the form of Exhibit C (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, which shall be a Business Day. Each , (B) the aggregate amount of such telephonic notice must proposed Borrowing, (C) whether such proposed Borrowing will be confirmed promptly by delivery of Base Rate Loans or Eurocurrency RateSOFR Loans, (D) the initial Interest Period or Interest Periods for any Eurocurrency RateSOFR Loans and (E) unless otherwise identified to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at pursuant to a funds flow or similar disclosure), the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date location and number of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not Borrower’s account to make such Swing Line Loan which funds are to be disbursed. The Loans shall be made as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a)Base Rate Loans, or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, thenunless, subject to the terms and conditions hereofSection 2.14, the Swing Line Lender will, not later than 3:00 p.m. New York City time on the borrowing date Notice of Borrowing specifies that all or a portion thereof shall be Eurocurrency RateSOFR Loans. If no Interest Period is specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to any requested Eurocurrency RateSOFR Borrowing, the Defaulting LenderBorrower shall be deemed to have selected an Interest Period of one month’s duration. Each Borrowing shall be in an aggregate amount of not less than $1,000,000 or Defaulting Lenders’ participation an integral multiple of $500,000 in excess thereof. Any Notice of Borrowing shall be irrevocable (but may be conditioned on the occurrence of any event if the Notice of Borrowing includes a description of such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loansevent).

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s 's irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. p.m., New York City time time, on the requested borrowing date date, and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) , and (ii) the requested borrowing proposed Borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the BorrowerBorrower or a Person designated in writing to the Administrative Agent by such Responsible Officer (and with respect to which specimen signatures have been provided) to request Swing Line Loans. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. p.m., New York City time time, on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(aSECTION 2.06(a), or (B) that one or more of the applicable conditions specified in Section 4.02 ARTICLE IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. p.m., New York City time time, on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to Borrower at its office by crediting the contrary contained in this Section 2.04 or elsewhere in this Agreement, account of the Borrower on the books of the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless in immediately available funds or as otherwise directed by the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line LoansBorrower.

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

Borrowing Procedures. Each Swing Line Borrowing Two (2) Business Days after receipt by the Lender of a written request for a loan in substantially the form of Exhibit B attached hereto, the Lender shall be made upon make available to Speakeasy Vegas an amount set forth in such borrowing notice in an amount not to exceed the Borrower’s irrevocable notice amount (the "ADDITIONAL CONSTRUCTION AMOUNT") equal to the Swing Line Lender positive difference between the outstanding principal amount of the Cheyenne Construction Loans on the funding date of the requested Cheyenne Construction Loan and the Administrative AgentConstruction Commitment, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time Borrowers shall, upon satisfaction of all of the conditions relating thereto contained herein and in the other Loan Documents, borrow such amount on the requested borrowing date terms and shall specify conditions set forth hereunder. The sum of (i) the outstanding principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess the Cheyenne Construction Loans as of $500,000 shall be in integral multiples the opening of $100,000) business on the Funding Date and (ii) the requested borrowing date, which Additional Construction Amount shall be evidenced by the Construction Note and shall be the "CONSTRUCTION LOANS". The Lender may act without liability upon the basis of written notice believed by the Lender in good faith to be from a Business Day. Each such telephonic notice must be confirmed promptly by delivery Borrower (or from any officer thereof designated in writing to the Swing Line Lender and Lender). On the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the funding 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)applicable Cheyenne Construction Loan, or (B) that one or more and upon fulfillment of the applicable conditions specified set forth in Section 4.02 is not then satisfied, then, subject to the terms 4.02(b) and conditions Article VI hereof, the Swing Line Lender willwill make available the applicable Cheyenne Construction Loan to the applicable Borrower by delivering the proceeds thereof, not later than 3:00 p.m. New York City time on in immediately available funds (either in the borrowing date specified form of a certified bank check or wire transfer) less the fees and expenses then due and payable under Sections 5.01(a) and 10.04 hereof. The applicable Cheyenne Construction Loan will be disbursed to Speakeasy Vegas. The outstanding amount of the applicable Cheyenne Construction Loan may be increased to provide for the funding and payment of the Lender's fees and costs incurred in such Swing Line Loan Noticeconnection with the applicable Cheyenne Construction Loan, make together with interest due thereon, which are unpaid as of the Termination Date and which accrue thereafter. The records of the Lender shall be presumptive evidence of the amount of its Swing Line Loan available Obligations under the Cheyenne Construction Loans outstanding from time to the Borrower. Notwithstanding anything to the contrary contained time whether in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share excess of the outstanding Swing Line Loansinitial principal amount of the Construction Note or otherwise, absent manifest error.

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

Borrowing Procedures. (a) Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable on notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and Borrower to the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (New York City time on the requested borrowing date and shall specify time) (i) on the principal amount to be borrowed, which principal amount shall be a minimum date of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) and (ii) the requested borrowing dateproposed Borrowing, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to , in the Swing Line Lender and the Administrative Agent case of a written Swing Line Loan NoticeBorrowing of Base Rate Loans and (ii) three Business Days, appropriately completed and signed by in the case of a Responsible Officer Borrowing of the Borrower. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing)Eurodollar Rate Loans, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing Borrowing. Each such notice shall be in substantially the form of EXHIBIT C (FORM 50 CREDIT AGREEMENT PRESTIGE BRANDS, INC. OF NOTICE OF BORROWING) (a "NOTICE OF BORROWING"), specifying (A) directing the Swing Line Lender not to make date of such Swing Line Loan as a result of the limitations set forth proposed Borrowing (which, in the first proviso to case of a Term Loan Borrowing that is not made as part of a Facilities Increase, shall be the first sentence Closing Date and, in the case of Section 2.04(aany Term Loan Borrowing that is made as part of a Facilities Increase, shall be the Facilities Increase Date for such Facilities Increase), or (B) that one or more the aggregate amount of such proposed Borrowing, (C) whether any portion of the applicable conditions specified in Section 4.02 is not then satisfiedproposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, thenthe initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to the terms and conditions hereofSECTION 2.14 (SPECIAL PROVISIONS GOVERNING EURODOLLAR RATE LOANS), the Swing Line Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount Notice of its Swing Line Loan available to the BorrowerBorrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this AgreementSECTION 2.3(a) (SWING LOANS), the Swing Line Lender shall not be obligated to make if any Swing Line Loan at a time when Notice of Borrowing requests a Revolving Credit Lender is Borrowing of Base Rate Loans, the Administrative Agent may make a Defaulting Lender unless Swing Loan available to the Swing Line Lender has entered into arrangements reasonably satisfactory Borrower in an aggregate amount not to it exceed such proposed Revolving Credit Borrowing, and the Borrower to eliminate aggregate amount of the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to corresponding proposed Revolving Credit Borrowing shall be reduced accordingly by the Defaulting Lender’s or Defaulting Lenders’ participation in principal amount of such Swing Line Loans, including by Cash Collateralizing, Loan. Each Borrowing shall be in an aggregate amount of not less than $1,000,000 or obtaining a backstop letter an integral multiple 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$100,000 in excess thereof.

Borrowing Procedures. (a) Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable on notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and Borrower to the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (New York City time on the requested borrowing date and shall specify time) (i) on the principal amount to be borrowed, which principal amount shall be a minimum date of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) and (ii) the requested borrowing dateproposed Borrowing, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to , in the Swing Line Lender and the Administrative Agent case of a written Swing Line Loan NoticeBorrowing of Base Rate Loans and (ii) three Business Days, appropriately completed and signed by in the case of a Responsible Officer Borrowing of the Borrower. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing)Eurodollar Rate Loans, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) directing the Swing Line Lender not to make date of such Swing Line Loan as a result of the limitations set forth proposed Borrowing (which, in the first proviso to case of a Term Loan Borrowing that is not made as part of a Facilities Increase, shall be the first sentence Closing Date and, in the case of Section 2.04(aany Term Loan Borrowing that is made as part of a Facilities Increase, shall be the Facilities Increase Date for such Facilities Increase), or (B) that one or more the aggregate amount of such proposed Borrowing, (C) whether any portion of the applicable conditions specified in Section 4.02 is not then satisfiedproposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, thenthe initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to the terms and conditions hereofSection 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Swing Line Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount Notice of its Swing Line Loan available to the BorrowerBorrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement2.3(a) (Swing Loans), the Swing Line Lender shall not be obligated to make if any Swing Line Loan at a time when Notice of Borrowing requests a Revolving Credit Lender is Borrowing of Base Rate Loans, the Administrative Agent may (but in no event shall be obligated to) make a Defaulting Lender unless Swing Loan available to the Swing Line Lender has entered into arrangements reasonably satisfactory Borrower in an aggregate amount not to it exceed such proposed Revolving Credit Borrowing, and the Borrower to eliminate aggregate amount of the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to corresponding proposed Revolving Credit Borrowing shall be reduced accordingly by the Defaulting Lender’s or Defaulting Lenders’ participation in principal amount of such Swing Line Loans, including by Cash Collateralizing, Loan. Each Borrowing shall be in an aggregate amount of not less than $1,000,000 or obtaining a backstop letter an integral multiple 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$100,000 in excess thereof.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Administrative Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 12:00 p.m. (New York City time) (or such later time as the Swing Line Lender shall reasonably determine) on the requested borrowing date date, and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 100,000 (and any amount in excess thereof shall be an integral multiple of $500,000 shall be in integral multiples of $100,000) and 25,000), (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 Administrative Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 5.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line LoansBorrowers.

Borrowing Procedures. (a) Each Swing Line Revolving Credit Borrowing shall be made upon the Borrower’s irrevocable on notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and Borrower to the Administrative Agent not later than 1:00 p.m. (i) 12:00 noon (New York City time on time) one Business Day, in the requested borrowing date and shall specify (i) the principal amount to be borrowedcase of a Borrowing of Base Rate Loans, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice 12:00 noon (by telephone or in writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on time) three 34 Business Days, in the case of a Borrowing of LIBO Rate Dollar Loans or (iii) 12:00 noon (New York City time) four Business Days, in the case of a Borrowing of LIBO Rate Euro Loans, prior to the date of the proposed Swing Line Borrowing Revolving Credit Borrowing. Each such notice shall be in substantially the form of Exhibit C (a "NOTICE OF BORROWING"), specifying (A) directing the Swing Line Lender not to make date of such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a)proposed Revolving Credit Borrowing, or (B) that one the currency (Dollars or more euro) and aggregate amount of such proposed Revolving Credit Borrowing, (C) what portion of the proposed Revolving Credit Borrowing denominated in Dollars will be of Base Rate Loans or LIBO Rate Loans, (D) the initial Interest Period or Periods for any such LIBO Rate Loans, (E) the aggregate outstanding potential liability of the Borrower under any Foreign Overdraft Guarantees on the date of such proposed Revolving Credit Borrowing, and (F) remittance instructions for such proposed Revolving Credit Borrowing. In lieu of giving a Notice of Borrowing for any Revolving Credit Borrowing, the Borrower may give the Administrative Agent telephonic notice prior to the time required for giving a Notice of Borrowing; PROVIDED, HOWEVER, that such telephonic notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to the Administrative Agent prior to the applicable conditions specified date of such Revolving Credit Borrowing. The Revolving Loans shall be made in Section 4.02 is not then satisfied, then, Dollars unless (subject to Section 2.14) the terms Notice of Borrowing specifies that the Loan is a Revolving Euro Loan. The Revolving Loans denominated in Dollars shall be made as Base Rate Loans unless (subject to Section 2.14) the Notice of Borrowing specifies that all or a portion thereof shall be LIBO Rate Loans. Revolving Loans denominated in euro shall be made as LIBO Rate Loans and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a available as Base Rate Loans. Each Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory Borrowing shall be in an aggregate amount equal to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line LoansApplicable Currency Denomination.

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

Borrowing Procedures. Each Swing Line Foreign Currency Fronting Borrowing shall be made upon the Borrower’s 's irrevocable notice to the Swing Line Foreign Currency Fronting Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Foreign Currency Fronting Lender and the Administrative Agent not later than 1:00 p.m. New York City time on 9:00 a.m. three (3) Business Days prior to the requested borrowing date date, and shall specify (iA) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 100,000, (and any amount in excess of $500,000 shall be in integral multiples of $100,000) and (iiB) the requested borrowing date, which shall be a Business DayDay and (C) the Foreign Currency in which such borrowing is to be made. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Foreign Currency Fronting Lender and the Administrative Agent of a written Swing Line Foreign Currency Fronting Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Foreign Currency Fronting Lender of any Swing Line telephonic Foreign Currency Fronting Loan Notice (by telephone or in writing)Notice, the Swing Line Foreign Currency Fronting Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Foreign Currency Fronting Loan Notice and, if not, the Swing Line Foreign Currency Fronting Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Foreign Currency Fronting Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date of the proposed Swing Line Foreign Currency Fronting Borrowing (A1) directing the Swing Line Foreign Currency Fronting Lender not to make such Swing Line Foreign Currency Fronting Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.04(b)(i), or (B2) that one or more of the applicable conditions specified in Section 4.02 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Foreign Currency Fronting Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified in such Swing Line Foreign Currency Fronting Loan Notice, make the amount of its Swing Line Foreign Currency Fronting Loan available to the Borrower. Notwithstanding anything to Borrower at its office by crediting the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and account of the Borrower to eliminate on the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share books of the outstanding Swing Line LoansForeign Currency Fronting Lender in Same Day Funds.

Borrowing Procedures. Each Swing Line (a) Whenever the Co-Issuers wish to make a Borrowing, the Co-Issuers shall (or shall cause the Manager on their behalf to) notify the Administrative Agent (who shall promptly, and in any event by 4:00 p.m. (New York City time) on the same Business Day as its receipt of the same, notify each Funding Agent of its pro rata share thereof (or other required share, as required pursuant to Section 2.02(a)) and notify the Trustee, the Control Party, the Swingline Lender and the L/C Provider in writing of such Borrowing) by written notice in the form of an Advance Request delivered to the Administrative Agent no later than 12:00 p.m. (New York City time) two (2) Business Days (or, in the case of any Eurodollar Advances for purposes of Section 3.01(b), three (3) Eurodollar Business Days) prior to the date of Borrowing (unless a shorter period is agreed upon by the Administrative Agent and the L/C Provider, the L/C Issuing Bank, the Swingline Lender or the Funding Agents, as applicable), which date of Borrowing shall be made upon a Business Day during the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephoneCommitment Term. Each such notice must shall be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the requested borrowing date irrevocable and shall in each case refer to this Agreement and specify (i) the principal amount to be borrowedBorrowing date, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) and (ii) the aggregate amount of the requested borrowing Borrowing to be made on such date, (iii) the amount of outstanding Swingline Loans and Unreimbursed L/C Drawings (if applicable) to be repaid with the proceeds of such Borrowing on the Borrowing date, which amount shall constitute all outstanding Swingline Loans and Unreimbursed L/C Drawings outstanding on the date of such notice that are not prepaid with other funds of the Co-Issuers available for such purpose, and (iv) sufficient instructions for application of the balance, if any, of the proceeds of such Borrowing on the Borrowing date (which proceeds shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery made available to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer Master Issuer (on behalf of the BorrowerCo-Issuers)). Promptly after receipt by Requests for any Borrowing may not be made in an aggregate principal amount of less than $1,000,000 or in an aggregate principal amount that is not an integral multiple of $500,000 in excess thereof (except as otherwise provided herein with respect to Borrowings for the Swing Line Lender purpose of repaying then-outstanding Swingline Loans or Unreimbursed L/C Drawings). The Co-Issuers agree to cause requests for Borrowings to be made automatically (to the extent not deemed made pursuant to Sections 2.05(b)(i), 2.05(b)(ii) or 2.08) upon notice of any Swing Line Loan Notice (by telephone drawing under a Letter of Credit and in any event at least one time per week if any Swingline Loans or Unreimbursed L/C Drawings are outstanding, in writing)each case, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or an amount at least sufficient to repay in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time full all Swingline Loans and Unreimbursed L/C Drawings outstanding on the date of the proposed Swing Line applicable request. Subject to the provisos to Section 2.02(a), each Borrowing shall be ratably allocated among the Investor Groups’ respective Maximum Investor Group Principal Amounts. Each Funding Agent shall promptly advise its related Conduit Investor, if any, of any notice given pursuant to this Section 2.03(a) and shall promptly thereafter (Abut in no event later than 10:00 a.m. (New York City time) directing on the Swing Line Lender not date of Borrowing) notify the Administrative Agent, the Master Issuer (on behalf of the Co-Issuers) and the related Committed Note Purchaser(s) whether such Conduit Investor has determined to make such Swing Line Loan as a result all or any portion of the limitations Advances in such Borrowing that are to be made by its Investor Group. On the date of each Borrowing and subject to the other conditions set forth herein and in the Series 2017-1 Supplement (and, if requested by the Administrative Agent, confirmation from the Swingline Lender and the L/C Provider, as applicable, as to (x) the amount of outstanding Swingline Loans and Unreimbursed L/C Drawings to be repaid with the proceeds of such Borrowing on the Borrowing date, (y) the Undrawn L/C Face Amount of all Letters of Credit then outstanding and (z) the principal amount of any other Swingline Loans or Unreimbursed L/C Drawings then outstanding), the applicable Investors in each Investor Group shall make available to the Administrative Agent the amount of the Advances in such Borrowing that are to be made by such Investor Group by wire transfer in U.S. Dollars of such amount in same day funds no later than 10:00 a.m. (New York City time) on the date of such Borrowing, and upon receipt thereof the Administrative Agent shall make such proceeds available by 3:00 p.m. (New York City time), first, to the Swingline Lender and the L/C Provider for application to repayment of the amount of outstanding Swingline Loans and Unreimbursed L/C Drawings as set forth in the first proviso applicable Advance Request, if applicable, ratably in proportion to such respective amounts, and, second, to the first sentence of Section 2.04(a), or Master Issuer (B) that one or more on behalf of the Co-Issuers) or the Manager, if directed by the Master Issuer, as instructed in the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line LoansAdvance Request.

Borrowing Procedures. Each Unless the Swing Line has been terminated or suspended by the Swing Line Lender as provided in subsection (a) above, each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the requested borrowing date date, and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) 200,000 and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless (x) the Swing Line has been terminated or suspended by the Swing Line Lender as provided in subsection (a) above, or (y) the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to Borrower at its office by crediting the Borroweraccount of Borrower on the books of Swing Line Lender in immediately available funds. Notwithstanding anything Lenders agree that Swing Line Lender may agree to modify the contrary contained borrowing procedures used in this Section 2.04 or elsewhere in this Agreement, connection with the Swing Line Lender shall not be obligated to make in its discretion and without affecting any of the obligations of Lenders hereunder with other than notifying Agent of a Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line LoansNotice.

Borrowing Procedures. Each Swing Line Borrowing In order to request a Swingline Loan, the U.S. Borrower(b) shall be made upon the Borrower’s irrevocable notice give 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 a notice to be received not later than 1:00 p.m. (New York City time time) on the requested borrowing date day of the proposed borrowing, which may be made in a writing substantially in the form of Exhibit D (a “Swingline Request”) duly completed or by telephone if confirmed promptly but, in any event, prior to such borrowing, with such a Swingline Request. In addition, if any Notice of Borrowing requests a Borrowing of Revolving Loans that are Base Rate Loans, the Swingline Lender may, notwithstanding anything else to the contrary in Section 2.2, make a Swingline Loan available to the U.S. Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall specify (i) be reduced accordingly by the principal amount to be borrowed, which principal amount of such Swingline Loan. The Administrative Agent shall be a minimum promptly notify the Swingline Lender of $500,000 (and any amount in excess the details of $500,000 shall be in integral multiples of $100,000) and (ii) the requested borrowing dateSwingline Loan. Upon receipt of such notice and subject to the terms of this Agreement, the Swingline Lender shall make a Swingline Loan available to the U.S. Borrower by making the proceeds thereof available to the Administrative Agent and, in turn, the Administrative Agent shall make such proceeds available to the U.S. Borrower on the date set forth in the relevant Swingline Request. Refinancing Swingline Loans. The Swingline Lender may at any time forward a(c) demand to the Administrative Agent (which shall be the Administrative Agent shall, upon receipt, forward to each Revolving Credit Lender) that each Revolving Credit Lender pay to the Administrative Agent, for the account of the Swingline Lender, such Revolving Credit Lender’s Pro Rata Share of all or a Business Dayportion of the outstanding Swingline Loans. Each Revolving Credit Lender shall pay such telephonic notice must be confirmed promptly by delivery Pro Rata Share to the Swing Line Lender and Administrative Agent for the account of the Swingline Lender. Upon receipt by the Administrative Agent of such payment (other than during the continuation of any Event of Default under Section 9.1(d)), such Revolving Credit Lender shall be deemed (other than for purposes of Section 3.2) to have made a written Swing Line Revolving Loan Noticeto the U.S. Borrower, appropriately completed which, upon receipt of such payment by the Swingline Lender from the Administrative Agent, the U.S. Borrower shall be deemed to have used in whole to repay such Swingline Loan. In addition, regardless of whether any such demand is made, upon the occurrence of any Event of Default under Section 9.1(d), each Revolving Credit Lender shall be deemed to have acquired, without recourse or warranty, an undivided interest and signed participation in each Swingline Loan in an amount equal to such Lender’s Pro Rata Share of such Swingline Loan. If any payment made by any Revolving Credit Lender as a Responsible Officer result of the Borrowerany such demand is not deemed a Revolving Loan, such payment shall be deemed a funding by such Lender of such participation. Promptly after Such participation shall not be otherwise required to be funded. Upon receipt by the Swing Line Swingline Lender of any Swing Line Loan Notice payment from any Revolving Credit Lender pursuant to this clause (by telephone or in writing)c) with respect to any portion of any Swingline Loan, the Swing Line Swingline Lender will confirm with shall promptly pay over to such Revolving Credit Lender all payments of principal (to the Administrative Agent (extent received after such payment by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing and interest (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) extent accrued with respect to periods after such payment by such Revolving Credit Lender) received by the Defaulting Lender’s or Defaulting Lenders’ participation in Swingline Lender with respect to such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loansportion.

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

Borrowing Procedures. Each Unless the Swing Line facility has been terminated or suspended by the Swing Line Lender as provided in subsection (a) above, each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the requested borrowing date date, and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) , and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless (x) the Swing Line facility has been terminated or suspended by the Swing Line Lender as provided in subsection (a) above, or (y) the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to Borrower at its office by crediting the Borroweraccount of Borrower on the books of Swing Line Lender in immediately available funds. Notwithstanding anything Lenders agree that Swing Line Lender may agree to modify the contrary contained borrowing procedures used in this Section 2.04 or elsewhere connection with the Swing Line Loans in this Agreement, its discretion and without affecting any of the obligations of Lenders hereunder other than notifying Agent of a Swing Line Loan Notice. The Borrower agrees to repay each Swing Line Loan within one (1) Business Day of demand therefor by the Swing Line Lender shall not be obligated to make and, in any event, within five (5) Business Days after the date such Swing Line Loan at was made; provided, that the proceeds of a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory Loan may not be used to it and the Borrower to eliminate the pay a Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line LoansLoan.

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

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 1:30 p.m. New York City time on the requested borrowing date and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 250,000 (and any amount in excess of $500,000 250,000 shall be in an integral multiples multiple of $100,000) and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfiedsatisfied or waived, then, subject to the terms and conditions AMERICAS 94626185 hereof, the Swing Line Lender will, not later than 3:00 5:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (solely after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans.

Borrowing Procedures. (a) Each Swing Line Revolving Credit Borrowing shall be made upon the Borrower’s irrevocable on notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and any Borrower to the Administrative Agent not later than 1:00 p.m. 11:00 A.M. (New York City time on the requested borrowing date and shall specify time) (i) one Business Day, in the principal amount to be borrowed, which principal amount shall be case of a minimum Borrowing of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) Base Rate Loans and (ii) three Business Days, in the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent case of a written Swing Line Loan NoticeBorrowing of Eurodollar Rate Loans, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing Revolving Credit Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a "Notice of Borrowing"), specifying (A) directing the Swing Line Lender not to make date of such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a)proposed Revolving Credit Borrowing, or (B) that one or more the aggregate amount of such proposed Revolving Credit Borrowing, (C) whether any portion of the applicable conditions specified in Section 4.02 is not then satisfiedproposed Revolving Credit Borrowing will be of Base Rate Loans or Eurodollar Rate Loans, then(D) the initial Interest Period or Periods for any such Eurodollar Rate Loans and (E) the Available Credit (after giving effect to the proposed Revolving Credit Borrowing). The Revolving Loans shall be made as Base Rate Loans unless, subject to the terms and conditions hereofSection 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Swing Line Lender willNotice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans; provided, not later than 3:00 p.m. New York City time on however, that the borrowing date specified Interest Period of any Eurodollar Rate Loan made before the Syndication Completion Date shall be determined by the Administrative Agent in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrowersole discretion. Notwithstanding anything to the contrary contained in this clause (a) of Section 2.04 or elsewhere in this Agreement2.3 (Swing Loans), the Swing Line Lender shall not be obligated to make if any Swing Line Loan at a time when Notice of Borrowing requests a Revolving Credit Lender is Borrowing of Base Rate Loans, the Administrative Agent may, in its sole discretion, make a Defaulting Lender unless Swing Loan available to the Swing Line Lender has entered into arrangements reasonably satisfactory applicable Borrower in an aggregate amount not to it exceed such proposed Revolving Credit Borrowing, and the Borrower to eliminate aggregate amount of the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to corresponding proposed Revolving Credit Borrowing shall be reduced accordingly by the Defaulting Lender’s or Defaulting Lenders’ participation in principal amount of such Swing Line Loans, including by Cash Collateralizing, Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $3,000,000 or obtaining a backstop letter an integral multiple 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$1,000,000 in excess thereof.

Borrowing Procedures. Each Swing Line Borrowing Loan, each conversion of a Swing Line Loan from one Type to the other, and each continuation of a Swing Line Loan as an IBOR Rate Loan shall be made upon the BorrowerCompany’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received A) telephone or (B) by the a Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the requested borrowing date and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and Loan Notice; provided that any amount in excess of $500,000 shall be in integral multiples of $100,000) and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, appropriately completed and signed by shall specify (i) the amount to be borrowed, converted or continued, which shall be an integral multiple of $500,000, (ii) the Type of Swing Line Loan to be borrowed or which an existing Swing Line Loan is to be converted or continued, (iii) the requested borrowing, continuation or conversion date, which shall be a Responsible Officer Business Day, and (iv) if applicable, the duration of the BorrowerInterest Period with respect thereto. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. If the Company fails to specify a Type of Swing Line Loan in a Swing Line Loan Notice or if the Company fails to give a timely notice requesting a conversion or continuation, then the applicable Swing Line Loan shall be made as, or converted to, a Base Rate Loan. Any such automatic conversion to a Base Rate Loan shall be effective as of the last day of the Interest Period then in effect with respect to the applicable IBOR Rate Loan. If the Company requests a borrowing of, conversion to, or continuation of IBOR Rate Loans in any such Swing Line Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period ending on the Business Day immediately following the first day of such Interest Period. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time 11:00 a.m. on the date of the a proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such the requested 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 Section 4.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender willmay (in its sole and absolute discretion), not later than 3:00 p.m. New York City time 12:00 noon on the borrowing date specified in such the applicable Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to Company at its office by crediting the contrary contained in this Section 2.04 or elsewhere in this Agreement, account of the Company on the books of the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line LoansSame Day Funds.

Borrowing Procedures. Each Unless the Swing Line has been terminated or suspended by the Swing Line Lender as provided in subsection (a) above, each Swing Line Borrowing shall be made upon the Borrower’s 's irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the requested borrowing date date, and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) , and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless (x) the Swing Line has been terminated or suspended by the Swing Line Lender as provided in subsection (a) above, or (y) the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.4(a), or (B) that one or more of the applicable conditions specified in Section 4.02 4 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to Borrower at its office by crediting the Borroweraccount of Borrower on the books of Swing Line Lender in immediately available funds. Notwithstanding anything Lenders agree that Swing Line Lender may agree to modify the contrary contained borrowing procedures used in this Section 2.04 or elsewhere in this Agreement, connection with the Swing Line Lender shall not be obligated to make in its discretion and without affecting any of the obligations of Lenders hereunder with other than notifying Agent of a Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line LoansNotice.

Borrowing Procedures. (a) Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable on notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and Borrower to the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (New York City time on the requested borrowing date and shall specify time) (i) one Business Day, in the principal amount to be borrowedcase of a Borrowing of Base Rate Loans, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) and (ii) three Business Days, in the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent case of a written Swing Line Loan NoticeBorrowing of Eurodollar Rate Loans, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) directing the Swing Line Lender not to make date of such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a)proposed Borrowing, or (B) that one or more the aggregate amount of such proposed Borrowing, (C) whether any portion of the applicable conditions specified in Section 4.02 is not then satisfiedproposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans, then(D) the initial Interest Period or Periods for any such Eurodollar Rate Loans and (E) the Available Credit (after giving effect to the proposed Borrowing). The Revolving Loans shall be made as Base Rate Loans unless, subject to the terms and conditions hereofSection 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Swing Line Lender willNotice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans; provided, not later than 3:00 p.m. New York City however, that, unless the Administrative Agent shall otherwise consent in its sole discretion, all Revolving Loans shall be made as Base Rate Loans (or Eurodollar Rate Loans having an Interest Period of one or two weeks) until the earlier of (x) 45 Business Days after the Closing Date and (y) the time on at which the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the BorrowerArranger has determined that a successful syndication has been completed. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement2.3(a) (Swing Loans), if any Notice of Borrowing requests a Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Line Lender shall Loan available to the Borrower in an aggregate amount not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it exceed such proposed Borrowing, and the Borrower to eliminate aggregate amount of the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to corresponding proposed Borrowing shall be reduced accordingly by the Defaulting Lender’s or Defaulting Lenders’ participation in principal amount of such Swing Line Loans, including by Cash CollateralizingLoan. Each Borrowing shall be in an aggregate amount of not less than $5,000,000 in the case of any Eurodollar Rate Loan, or obtaining a backstop letter $2,000,000 in the case of credit from any Base Rate Loan, and, in each case, in an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share integral multiple of the outstanding Swing Line Loans$1,000,000 in excess thereof.

Borrowing Procedures. Each Swing Line Borrowing Facility A Loan, Facility C Loan or Facility -------------------- D Loan may be advanced either as a Prime Loan, a Fixed LIBOR Loan or a LIBOR Loan, provided, however, that at any time, the Borrowers may identify no more than five (5) Facility A Loans, five (5) Facility C Loans and five (5) Facility D Loans which may be LIBOR Loans and Borrowers may have only one (1) Fixed LIBOR Loan Facility A Loan, one (1) Fixed LIBOR Loan Facility C Loan and one (1) Fixed LIBOR Loan Facility D Loan at any one time. Each Facility A Loan and Facility D Loan shall be made upon the Borrower’s irrevocable notice available to the Swing Line Borrowers upon any written, electronic or telecopy loan request which the Lender and in good faith believes to emanate from a properly authorized representative of the Administrative AgentBorrowers, which may be given by telephonewhether or not that is in fact the case. Each such notice shall be effective upon receipt by the Lender, shall be irrevocable, and shall specify the date, amount and type of borrowing and, in the case of a LIBOR Loan, the initial LIBOR Interest Period therefor. The Borrowers shall select LIBOR Interest Periods so as not to require a payment or prepayment of any LIBOR Loan during a LIBOR Interest Period for such LIBOR Loan. The final LIBOR Interest Period for any LIBOR Loan must be such that its expiration occurs on or before the Maturity Date of such Loan. A request for a Prime Loan or an overnight LIBOR Loan Rate must be received by the Swing Line Lender and the Administrative Agent not no later than 1:00 p.m. New York City time 11:00 a.m. Chicago, Illinois time, on the requested borrowing date and shall specify day it is to be funded. A request for a LIBOR Loan (other than an overnight rate) or a Fixed LIBOR Loan must be (i) received by the principal amount Lender no later than 11:00 a.m. Chicago, Illinois time, three days before the day it is to be borrowedfunded, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) and (ii) the requested borrowing date, which in an amount equal to One Hundred Thousand and 00/100 Dollars ($100,000.00) or a higher integral multiple of One Hundred Thousand and 00/100 Dollars ($100,000.00). The proceeds of each Facility A Loan shall be a Business Day. Each such telephonic notice must be confirmed promptly made available at the office of the Lender by delivery credit to the Swing Line account of the Borrowers or by other means requested by the Borrowers and acceptable to the Lender. The Borrowers do hereby irrevocably confirm, ratify and approve all such advances by the Lender and do hereby indemnify the Administrative Agent of a written Swing Line Loan Notice, appropriately completed Lender against losses and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent expenses (including at court costs, attorneys' and paralegals' fees) and shall hold the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) harmless with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loansthereto.

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

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

Borrowing Procedures. (i) Each Borrowing of US Swing Line Borrowing Loans and each continuation of US Swing Line Loans that are Eurocurrency Rate Loans shall be made upon the applicable Borrower’s irrevocable notice to the US Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the US Swing Line Lender and the Administrative Agent not later than 1:00 (A) 11:00 a.m. four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of US Swing Line Loans denominated in Alternative Currencies (which shall be Eurocurrency Rate Loans) and (B) 3:00 p.m. New York City time on the requested borrowing date and shall specify of any Borrowing of US Swing Line Loans denominated in US Dollars (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) and (ii) the requested borrowing date, which shall be a Business DayBase Rate Loans). Each such telephonic notice by the applicable Borrower pursuant to this Section 2.04(b) must be confirmed promptly by delivery to the US Swing Line Lender and the Administrative Agent of a written US Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the such Borrower. Promptly after receipt by the Each Borrowing of or continuation of US Swing Line Lender Loans that are Eurocurrency Rate Loans shall be in a principal amount of any US$200,000 or a whole multiple of US$50,000 in excess thereof. Each Borrowing of US Swing Line Loans that are Base Rate Loans shall be in a principal amount of US$200,000 or a whole multiple of US$50,000 in excess thereof. Each such notice (whether telephonic or written) shall specify (A) whether the applicable Borrower is requesting a Borrowing of US Swing Line Loans or a continuation of US Swing Line Loans that are Eurocurrency Rate Loans, (B) the requested date of the Borrowing or continuation, as the case may be (which shall be a Business Day), (C) the principal amount of US Swing Line Loans to be borrowed or continued, (D) the Type of US Swing Line Loans to be borrowed or to which existing US Swing Line Loans are to be converted, (E) if applicable, the duration of the Interest Period with respect thereto, and (F) the currency of the US Swing Line Loans to be borrowed. If the applicable Borrower fails to specify a currency in a US Swing Line Loan Notice (by telephone or in writing), the requesting a Borrowing of US Swing Line Lender will confirm with Loans, then the Administrative Agent (by telephone or US Swing Line Loans so requested shall be made in writing) that US Dollars. If the Administrative Agent has also received such applicable Borrower fails to specify an Interest Period in a US Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such for a US Swing Line Loan to be denominated in Alternative Currency, then the applicable US Swing Line Loans shall be made as a result Eurocurrency Rate Loan with an Interest Period of one month. If the applicable Borrower fails to give a timely notice requesting a continuation of a US Swing Line Loan, then at the end 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 Interest Period for the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified in such US Swing Line Loan Notice, make the amount of its such US Swing Line Loan available to the Borrowershall be continued as a Eurocurrency Rate Loan in its original currency with an Interest Period of one month. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any No US Swing Line Loan at may be converted into or continued as a time when a Revolving Credit Lender is a Defaulting Lender unless the US Swing Line Lender has entered into arrangements reasonably satisfactory to it and Loan denominated in a different currency, but instead must be prepaid in the Borrower to eliminate the original currency of such US Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to Loan and reborrowed in the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loansother currency.

Borrowing Procedures. Each Foreign Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Foreign Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Foreign Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time on 11:00 a.m. one Business Day prior to the requested borrowing date with respect to a Foreign Swing Line Borrowing in any Alternate Currency, and shall specify (i) the principal currency, the amount to be borrowed, borrowed (which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Foreign Swing Line Lender and the Administrative Agent of a written Foreign Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Foreign Swing Line Lender of any telephonic Foreign Swing Line Loan Notice (by telephone or in writing)Notice, the Foreign Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Foreign Swing Line Loan Notice and, if not, the Foreign Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Foreign Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time 10:00 a.m. (London time) on the date of the proposed Foreign Swing Line Borrowing in any Alternate Currency (other than Yen) and/or 10:00 a.m. (Tokyo time) on the date of the proposed Foreign Swing Line Borrowing in Yen (A) directing the Foreign Swing Line Lender not to make such Foreign Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.05(a), or (B) that one or more of the applicable conditions specified in Section 4.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Foreign Swing Line Lender will, not later than 3:00 p.m. New York City time (London Time) and/or 3:00 p.m. (Tokyo time), as applicable, on the borrowing date specified in such Foreign Swing Line Loan Notice, make the amount of its Foreign Swing Line Loan available to the Borrower. Notwithstanding anything to Borrower at its office by crediting the contrary contained in this Section 2.04 or elsewhere in this Agreement, account of the Borrower on the books of the Foreign Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s in Same Day Funds or Defaulting Lenders’ participation by wire transfer in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loansimmediately available funds.

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

Borrowing Procedures. Each Swing Line (a) Whenever the Issuer wishes to make a Borrowing, the Issuer shall (or shall cause the Manager on its behalf to) notify the Administrative Agent (who shall promptly, and in any event by 4:00 p.m. (New York City time) on the same Business Day as its receipt of the same, notify each Funding Agent of its pro rata share thereof (or other required share, as required pursuant to Section 2.02(a)) and notify the Trustee, the Control Party, the Swingline Lender and the L/C Provider in writing of such Borrowing) by written notice in the form of an Advance Request delivered to the Administrative Agent no later than 12:00 p.m. (New York City time) two Business Days (or, in the case of any Eurodollar Advances for purposes of Section 3.01(b), two (2) Eurodollar Business Days) prior to the date of such Borrowing (unless a shorter period is agreed upon by the Administrative Agent and the L/C Provider, the L/C Issuing Bank, the Swingline Lender or the Funding Agents, as applicable), which date of Borrowing shall be made upon a Business Day during the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephoneCommitment Term. Each such notice must shall be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the requested borrowing date irrevocable and shall in each case refer to this Agreement and specify (i) the principal amount to be borrowedBorrowing date, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) and (ii) the aggregate amount of the requested borrowing Borrowing to be made on such date, (iii) at the election of the Issuer, the amount of outstanding Swingline Loans and/or Unreimbursed L/C Drawings (if applicable) to be repaid with the proceeds of such Borrowing on the Borrowing date, which amount shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender constitute all outstanding Swingline Loans and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time Unreimbursed L/C Drawings outstanding on the date of such notice that are not prepaid with other funds of the proposed Swing Line Issuer available for such purpose, and (iv) sufficient instructions for application of the balance, if any, of the proceeds of such Borrowing on the Borrowing date (Awhich proceeds shall be made available to the Issuer). Requests for any Borrowing may not be made in an aggregate principal amount of less than $500,000 or in an aggregate principal amount that is not an integral multiple of $100,000 in excess thereof (or in each case such other amount as agreed to by the Administrative Agent), except as otherwise provided herein with respect to Borrowings for the purpose of repaying then-outstanding Swingline Loans or Unreimbursed L/C Drawings. Subject to the provisos to Section 2.02(a), each Borrowing shall be ratably allocated among the Investor Groups’ respective Maximum Investor Group Principal Amounts. Each Funding Agent shall promptly advise its related Conduit Investor, if any, of any notice given pursuant to this Section 2.03(a) directing and shall promptly thereafter (but in no event later than 10:00 a.m. (New York City time) on the Swing Line Lender not date of Borrowing) notify the Administrative Agent, the Issuer and the related Committed Note Purchaser(s) whether such Conduit Investor has determined to make such Swing Line Loan as a result all or any portion of the limitations Advances in such Borrowing that are to be made by its Investor Group. On the date of each Borrowing and subject to the other conditions set forth herein and in the Series 2018-1 Supplement (and, if requested by the Administrative Agent, confirmation from the Swingline Lender and the L/C Provider, as applicable, as to (x) the amount of outstanding Swingline Loans and Unreimbursed L/C Drawings to be repaid with the proceeds of such Borrowing on the Borrowing date, (y) the Undrawn L/C Face Amount of all Letters of Credit then outstanding and (z) the principal amount of any other Swingline Loans or Unreimbursed L/C Drawings then outstanding), the applicable Investors in each Investor Group shall make available to the Administrative Agent the amount of the Advances in such Borrowing that are to be made by such Investor Group by wire transfer in U.S. Dollars of such amount in same day funds no later than 11:00 a.m. (New York City time) (or such later time as the Administrative Agent may agree to in its sole discretion on the date of any Borrowing) on the date of such Borrowing, and upon receipt thereof the Administrative Agent shall make such proceeds available by 3:00 p.m. (New York City time), first, if applicable, and at the election of the Issuer, to the Swingline Lender and the L/C Provider for application to repayment of the amount of outstanding Swingline Loans and Unreimbursed L/C Drawings as set forth in the first proviso applicable Advance Request, ratably in proportion to such respective amounts, and/or, second, to the first sentence of Section 2.04(a)Issuer, or (B) that one or more of as instructed in the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line LoansAdvance Request.

Borrowing Procedures. Each Swing Line Borrowing Borrower shall be made upon give written notice (each such written notice, a “Notice of Borrowing”) substantially in the Borrower’s irrevocable form of Exhibit D or telephonic notice (followed immediately by a Notice of Borrowing) to Agent of each proposed borrowing not later than (A) in the case of a Base Rate borrowing, 10:00 A.M., Chicago time, on the proposed date of such borrowing, and (B) in the case of a SOFR borrowing, 10:00 A.M., Chicago time, at least three (3) Business Days prior to the Swing Line Lender and proposed date of such borrowing (or, in each case, such shorter time as the Administrative Agent, which Agent may be given by telephoneagree). Each such notice must shall be received effective upon receipt by Agent, shall be irrevocable, and shall specify the Swing Line date, amount and type of borrowing and, in the case of a borrowing of SOFR Loans bearing interest based on Term SOFR, the initial Term SOFR Interest Period therefor and any other matters set forth in any applicable Benchmark Conforming Changes. Notwithstanding the foregoing or the definition of Term SOFR Interest Period, Agent (in Agent’s sole discretion) may cause the initial interest period for a SOFR Loan to be a period less than 1 month in duration commencing on the date of the making of such SOFR Loan and ending on the last ​ ​ day of the month and calculate Term SOFR for such initial interest period based on a 1 month Term SOFR Interest Period. Promptly upon receipt of such notice, Agent shall advise each Lender and the Administrative Agent not thereof. Not later than 1:00 p.m. New York City time P.M., Chicago time, on the date of a proposed borrowing, each Lender shall provide Agent at the office specified by Agent with immediately available funds covering such Lender’s Pro Rata Share of such borrowing and, so long as Agent has not received written notice that the conditions precedent set forth in Section 12 with respect to such borrowing have not been satisfied, Agent shall pay over the funds received by Agent to Borrower on the requested borrowing date and shall specify (i) the principal amount to be borrowed, which principal amount date. Each borrowing shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) and (ii) the requested borrowing date, which shall be on a Business Day. Each such telephonic notice must 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. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the an aggregate amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to the contrary contained at least $5,000,000, and an integral multiple of $1,000,000, and each SOFR borrowing shall be in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan an aggregate amount of at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it least $5,000,000 and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter an integral multiple 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 Loansat least $1,000,000.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative AgentLender, which may be given by telephonea Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. 3:00 p.m., New York City time time, on the requested borrowing Borrowing date (or such later time as agreed by the Swing Line Lender) and shall specify (ia) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) 100,000 and (iib) the requested borrowing Borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Revolver Agent (including at the request of any Revolving Credit Lender) or the Required Lenders prior to 2:00 p.m. 10:00 a.m., New York City time time, on the date of the proposed Swing Line Borrowing (Ai) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), 2.04(1) or (Bii) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. 3:30 p.m., New York City time time, on the borrowing Borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv2.17(1)(d)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share Applicable Percentage of the outstanding Swing Line Loans.

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

Borrowing Procedures. Each Swing Line (a) Whenever the Co-Issuers wish to make a Borrowing, the Co-Issuers shall (or shall cause the Manager on their behalf to) notify the Administrative Agent (who shall promptly, and in any event by 4:00 p.m. (New York City time) on the same Business Day as its receipt of the same, notify each Funding Agent of its pro rata share thereof (or other required share, as required pursuant to Section 2.02(a)) and notify the Trustee, the Control Party, the Swingline Lender and the L/C Provider in writing of such Borrowing) by written notice in the form of an Advance Request delivered to the Administrative Agent no later than 12:00 p.m. (New York City time) two Business Days (or, in the case of any Eurodollar Advances for purposes of Section 3.01(b), two (2) Eurodollar Business Days) prior to the date of such Borrowing (unless a shorter period is agreed upon by the Administrative Agent and the L/C Provider, the L/C Issuing Bank, the Swingline Lender or the Funding Agents, as applicable), which date of Borrowing shall be made upon a Business Day during the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephoneCommitment Term. Each such notice must shall be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the requested borrowing date irrevocable and shall in each case refer to this Agreement and specify (i) the principal amount to be borrowedBorrowing date, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) and (ii) the aggregate amount of the requested borrowing Borrowing to be made on such date, (iii) at the election of the Co-Issuers, the amount of outstanding Swingline Loans and/or Unreimbursed L/C Drawings (if applicable) to be repaid with the proceeds of such Borrowing on the Borrowing date, which amount shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender constitute all outstanding Swingline Loans and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time Unreimbursed L/C Drawings outstanding on the date of such notice that are not prepaid with other funds of the proposed Swing Line Co-Issuers available for such purpose, and (iv) sufficient instructions for application of the balance, if any, of the proceeds of such Borrowing on the Borrowing date (Awhich proceeds shall be made available to the Co-Issuers). Requests for any Borrowing may not be made in an aggregate principal amount of less than $100,000 or in an aggregate principal amount that is not an integral multiple of $100,000 in excess thereof (or in each case such other amount as agreed to by the Administrative Agent), except as otherwise provided herein with respect to Borrowings for the purpose of repaying then-outstanding Swingline Loans or Unreimbursed L/C Drawings. Subject to the provisos to Section 2.02(a), each Borrowing shall be ratably allocated among the Investor Groups’ respective Maximum Investor Group Principal Amounts. Each Funding Agent shall promptly advise its related Conduit Investor, if any, of any notice given pursuant to this Section 2.03(a) directing and shall promptly thereafter (but in no event later than 10:00 a.m. (New York City time) on the Swing Line Lender not date of Borrowing) notify the Administrative Agent, the Co-Issuers and the related Committed Note Purchaser(s) whether such Conduit Investor has determined to make such Swing Line Loan as a result all or any portion of the limitations Advances in such Borrowing that are to be made by its Investor Group. On the date of each Borrowing and subject to the other conditions set forth herein and in the Series 2019-1 Supplement (and, if requested by the Administrative Agent, confirmation from the Swingline Lender and the L/C Provider, as applicable, as to (x) the amount of outstanding Swingline Loans and Unreimbursed L/C Drawings to be repaid with the proceeds of such Borrowing on the Borrowing date, (y) the Undrawn L/C Face Amount of all Letters of Credit then outstanding and (z) the principal amount of any other Swingline Loans or Unreimbursed L/C Drawings then outstanding), the applicable Investors in each Investor Group shall make available to the Administrative Agent the amount of the Advances in such Borrowing that are to be made by such Investor Group by wire transfer in U.S. Dollars of such amount in same day funds no later than 12:00 p.m. (New York City time) (or such later time as the Administrative Agent may agree to in its sole discretion on the date of any Borrowing) on the date of such Borrowing, and upon receipt thereof the Administrative Agent shall make such proceeds available by 3:00 p.m. (New York City time), first, if applicable, and at the election of the Co-Issuers, to the Swingline Lender and the L/C Provider for application to repayment of the amount of outstanding Swingline Loans and Unreimbursed L/C Drawings as set forth in the first proviso applicable Advance Request, ratably in proportion to such respective amounts, and/or, second, to the first sentence of Section 2.04(a)Co-Issuers, or (B) that one or more of as instructed in the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line LoansAdvance Request.

Borrowing Procedures. (a) Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable on written notice to the Swing Line Lender and (or verbal notice followed by written notice within six hours of such verbal notice) given by the Administrative Agent, which may be given by telephone. Each such notice must be received by Borrower on behalf of the Swing Line Lender and Borrowers to the Administrative Agent not later than 1:00 p.m. (New York City time on the requested borrowing date and shall specify time) (i) one Business Day, in the principal amount to be borrowed, which principal amount shall be case of a minimum Borrowing of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) Base Rate Loans and (ii) three Business Days, in the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent case of a written Swing Line Loan NoticeBorrowing of Eurodollar Rate Loans, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing Borrowing. Each written notice shall be in substantially the form of Exhibit D (a “Notice of Borrowing”) specifying (A) directing the Swing Line Lender not to make date of such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a)proposed Borrowing, or (B) that one or more the aggregate amount of such proposed Borrowing, (C) whether any portion of the applicable conditions specified in Section 4.02 is not then satisfiedproposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans, then(D) the initial Interest Period or Periods for any such Eurodollar Rate Loans, and (E) the Available Revolving Credit (after giving effect to the proposed Borrowing). The Revolving Loans shall be made as Base Rate Loans unless, subject to the terms and conditions hereofSection 2.13, the Swing Line Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount Notice of its Swing Line Loan available to the BorrowerBorrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement2.3(a), if any Notice of Borrowing requests a Borrowing of Base Rate Loans, the Administrative Agent may, in its sole discretion, make a Swing Line Lender shall Loan available to the Borrower in an aggregate amount not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it exceed such proposed Borrowing, and the Borrower to eliminate aggregate amount of the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to corresponding proposed Borrowing shall be reduced accordingly by the Defaulting Lender’s or Defaulting Lenders’ participation in principal amount of such Swing Line Loans, including by Cash CollateralizingLoan. Each Borrowing of Eurodollar Rate Loans shall be in an aggregate amount of not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof and each Borrowing of Base Rate Loans shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to supportremaining Available Revolving Credit, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loansif less.

Borrowing Procedures. (a) Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable on notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by Borrower or Co-Borrower, as the Swing Line Lender and case may be, to the Administrative Agent not later than 1:00 12:00 p.m. (New York City time on the requested borrowing date and shall specify time) (i) on the principal amount to be borrowed, which principal amount shall be a minimum date of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) and (ii) the requested borrowing dateproposed Borrowing, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to , in the Swing Line Lender and the Administrative Agent case of a written Swing Line Loan NoticeBorrowing of Base Rate Loans, appropriately completed and signed by (ii) three Business Days, in the case of a Responsible Officer Borrowing of the Borrower. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing)Eurodollar Rate Loans, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing Borrowing. Each such notice shall be in substantially the form of EXHIBIT C (a "NOTICE OF BORROWING"), specifying (A) directing the Swing Line Lender not to make date of such Swing Line Loan as a result of the limitations set forth proposed Borrowing (which, in the first proviso to case of a Term Loan Borrowing that is not made as part of a Facilities Increase, shall be the first sentence Initial Closing Date or the Second Closing Date and, in the case of Section 2.04(aany Term Loan Borrowing that is made as part of a Facilities Increase, shall be the Facilities Increase Date for such Facilities Increase), or (B) that one or more the aggregate amount of such proposed Borrowing, (C) whether any portion of the applicable conditions specified proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans, (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof and (E) in Section 4.02 is not then satisfiedthe case of Borrowings on the Initial Closing Date or the Second Closing Date, thenthe amount of such Borrowings to be funded directly into the Escrow Account in accordance with SECTION 2.20. Loans shall be made as Base Rate Loans unless, subject to the terms and conditions hereofSECTION 2.14, the Swing Line Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount Notice of its Swing Line Loan available to the BorrowerBorrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this AgreementSECTION 2.3(A), the Swing Line Lender shall not be obligated to make if any Swing Line Loan at a time when Notice of Borrowing requests a Revolving Credit Lender is Borrowing of Base Rate Loans, the Administrative Agent may make a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory Loan available to it Borrower in an aggregate amount not to exceed such proposed Revolving Credit Borrowing, and the Borrower to eliminate aggregate amount of the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to corresponding proposed Revolving Credit Borrowing shall be reduced accordingly by the Defaulting Lender’s or Defaulting Lenders’ participation in principal amount of such Swing Line Loans, including by Cash Collateralizing, Loan. Each Borrowing shall be in an aggregate amount of not less than $1,000,000 or obtaining a backstop letter an integral multiple 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$500,000 in excess thereof.

Borrowing Procedures. Each Swing Line Swingline Borrowing shall be made upon the Parent Borrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative AgentAgent by delivery to the Swingline Lender and the Administrative Agent of a written Loan Notice, which may be given appropriately completed and signed by telephonea Responsible Officer of the Parent Borrower. Each such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 2:00 p.m. (New York City time time) on the requested borrowing date date, and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) , and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Swingline Lender of any Swing Line Loan Notice (by telephone or in writing)Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 3:00 p.m. (New York City time time) on the date of the proposed Swing Line Swingline Borrowing (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a)this Article II, or (B) that one or more of the applicable conditions specified in Section 4.02 5.01 (if on the Amendment No. 36 Effective Date) and Section 5.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline -70- Lender will, not later than 3:00 4:00 p.m. (New York City time time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Swingline Loan available to the BorrowerParent Borrower at its office by crediting the account of the Parent Borrower on the books of the Swingline Lender in immediately available funds. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line The Swingline Lender shall not be obligated required to make any Swing Line Swingline Loan at a any time when a Dollar Revolving Credit Lender is a Defaulting Lender unless (except if all of the Swing Line Swingline Exposure of such Defaulting Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect is reallocated pursuant to Section 2.17(a)(iv2.16)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans.

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

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