Common use of Borrowing Procedures Clause in Contracts

Borrowing Procedures. Each Swingline Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline Lender not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agent, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $10,000 in excess thereof and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour of the Borrower’s notice requesting a Swingline Borrowing (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent), then, subject to the terms and conditions hereof, the Swingline Lender will, promptly by in any event not later than 2:00 p.m. on the borrowing date specified in such Swingline Loan Notice, make the amount of its Swingline Loan available to the Borrower in immediately available funds.

Borrowing Procedures. Each Swingline At any time an Auto Borrow Agreement is not in effect, each Borrowing of Swing Line Loans shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000 or a whole multiple and integral multiples of $10,000 100,000 in excess thereof thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Lender) prior to 2:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Borrowing of Swing Line Loans (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower in immediately available fundsBorrower.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the a Borrower’s irrevocable notice to the Swingline applicable Swing Line Lender and the Administrative Agent, which may be given by telephonetelephone or written Swing Line Loan Notice; provided that each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lenders and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of that Borrower. Each such notice must be received by the Swingline Lender Swing Line Lenders and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agent, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 1,000,000 (or a whole an integral multiple of $10,000 100,000 in excess thereof thereof), and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Lender Swing Line Lenders of any telephonic Swingline Swing Line Loan NoticeNotice (by telephone or in writing), the Swingline Lender Swing Line Lenders will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Lender Swing Line Lenders will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has Swing Line Lenders have received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Swing Line Borrowing (A) directing the Swingline Lender Swing Line Lenders not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V Section 4.03 is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, promptly by in any event Swing Line Lenders will not later than 2:00 4:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to that Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lenders shall not be obligated to make any Swing Line Loan at a time when a Participating Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lenders have entered into arrangements reasonably satisfactory to it and the applicable Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in immediately available fundssuch Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lenders to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans. A Borrower shall repay to the Swing Line Lenders each Defaulting Lender’s portion (after giving effect to Section 2.17(a)(iv)) of each Swing Line Loan promptly following demand by the Swing Line Lenders.

Borrowing Procedures. Each Swingline Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. 11:00 a.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple 1,000,000 and if in excess thereof, in integral multiples of $10,000 in excess thereof 1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested borrowing date, date of such Swingline Borrowing (which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the BorrowerOfficer. Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the Borrower’s notice requesting a proposed Swingline Borrowing (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Loan Notice, make the amount of its Swingline Loan available to the Borrower in immediately available fundsBorrower.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the a Borrower’s irrevocable notice to the Swingline applicable Swing Line Lender and the Administrative Agent, which may be given by telephonetelephone or written Swing Line Loan Notice; provided that each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lenders and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of that Borrower. Each such notice must be received by the Swingline Lender Swing Line Lenders and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agent, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 1,000,000 (or a whole an integral multiple of $10,000 100,000 in excess thereof thereof) and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Lender applicable Swing Line Lenders of any telephonic Swingline Swing Line Loan NoticeNotice (by telephone or in writing), the Swingline Lender Swing Line Lenders will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Lender Swing Line Lenders will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has Swing Line Lenders have received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Swing Line Borrowing (A) directing the Swingline Lender Swing Line Lenders not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V Section 4.03 is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, promptly by in any event Swing Line Lenders will not later than 2:00 4:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to that Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lenders shall not be obligated to make any Swing Line Loan at a time when a Participating Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lenders have entered into arrangements reasonably satisfactory to it and the applicable Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in immediately available fundssuch Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lenders to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans. A Borrower shall repay to the Swing Line Lenders each Defaulting Lender’s portion (after giving effect to Section 2.17(a)(iv)) of each Swing Line Loan promptly following demand by the Swing Line Lenders.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Lender Swing Line Lenders and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline Lender Swing Line Lenders and the Administrative Agent not later than 1:00 2:00 p.m. on the requested borrowing date (or such later time on the requested borrowing date as may be approved by the Swingline Lender shall agree to Swing Line Lenders in the case of any Swingline Borrowing) with a copy to the Administrative Agenttheir sole discretion, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $10,000 in excess thereof 100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender Swing Line Lenders and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Lender Swing Line Lenders of any telephonic Swingline Swing Line Loan Notice, the Swingline Lender Swing Line Lenders will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Lender Swing Line Lenders will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has Swing Line Lenders have received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Revolving Credit Lender) prior to 3:30 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Swing Line Borrowing (A) directing the Swingline Lender Swing Line Lenders not to make such Swingline Swing Line Loan as a result of the limitations set forth in the 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 Article V Section 4.02 is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Lender Swing Line Lenders will, promptly by in any event not later than 2:00 4:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline their Swing Line Loan available to the Borrower Borrower. Unless otherwise agreed among the Swing Line Lenders, each Swing Line Loan shall be made by the Swing Line Lenders ratably in immediately available fundsaccordance with their respective Swing Line Commitments.

Borrowing Procedures. Each Swingline Borrowing of Swing Line Loans shall be made upon the BorrowerBorrower Representative’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone(x) telephone or (y) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000 or a whole multiple of $10,000 in excess thereof and 100,000, (ii) the requested borrowing date, which shall be a Business Day. Each Day and (iii) the Domestic Borrower that will receive the proceeds of such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the BorrowerSwing Line Loan. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Borrowing of Swing Line Loans (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower in immediately available fundsapplicable Borrower.

Borrowing Procedures. Each Swingline Borrowing of Swing Line Loans shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone (and promptly confirmed in writing) or (B) a Swing Line Loan Notice. Each such notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000 or a whole multiple and integral multiples of $10,000 100,000 in excess thereof thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Lender) prior to 2:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Borrowing of Swing Line Loans (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower at its office by either, at the option of the Borrower, by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsfunds or by wire transfer of such funds in accordance with instructions provided by the Borrower.

Borrowing Procedures. Each Swingline (i) At any time an Autoborrow Agreement is not in effect, each Borrowing of Swing Line Loans shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000 or a whole multiple and integral multiples of $10,000 100,000 in excess thereof thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Lender) prior to 2:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Borrowing of Swing Line Loans (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower in immediately available fundsBorrower.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Lead Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by: (A) telephone or (B) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed immediately by telephonedelivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy on such date acceptable to the Administrative AgentSwing Line Lender) on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $10,000 in excess thereof 500,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Lead Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Lead Borrower at its office by crediting the account of the Lead Borrower on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Swingline Subject to the terms of any Auto Borrow Agreement, each Borrowing of Swing Line Loans shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 2:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000 or a whole multiple of $10,000 in excess thereof and 100,000, (ii) the requested borrowing date, which shall be a Business Day. Each Day and (iii) whether such telephonic notice must Swing Line Loan shall be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Base Rate Loan Notice, appropriately completed and signed by or a Responsible Officer of the BorrowerQuoted Rate Swing Line Loan. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Lender) prior to 3:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Borrowing of Swing Line Loans (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower in immediately available fundsBorrower.

Borrowing Procedures. Each Swingline 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 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 Swingline Swing Line Lender and the 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 Swingline Lender not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agent, Borrower and shall specify the following information: (i) the date of such Swing Line Borrowing (which shall be a Business Day); and (ii) the amount to be borrowedof such Swing Line Borrowing, which shall be a minimum of $100,000 or a whole multiple of $10,000 100,000, except as otherwise set forth in excess thereof and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrowerany AutoBorrow Agreement. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Loan NoticeBorrowing Request, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice Borrowing Request and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Lender) prior to 2:00 p.m. (Standard Time) on the date of the Borrower’s notice requesting a Swingline proposed Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.22(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 3:00 p.m. (Standard Time) on the borrowing date specified in such Swingline Loan NoticeBorrowing Request, make the amount of its Swingline Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds. If an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.22 conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each Lender shall have the obligation to purchase and fund risk participations in the Swing Line Loans and to refinance Swing Line Loan as provided herein.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $10,000 in excess thereof 100,000, and (ii) the requested borrowing date, which shall be a Business Day; provided that, if the Revolving Credit Exposure shall be less than Fifty Million Dollars ($50,000,000), no Swing Line Loan Notice shall be required to the extent that funding of Swing Loans is administered through an automated cash management system with the Swing Line Lender. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower in immediately available fundsBorrower.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to Swing Line Lender and Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the Swingline Swing Line Lender and Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $10,000 in excess thereof 500,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V VI is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower in immediately available fundsBorrower.

Borrowing Procedures. Each Swingline Borrowing of Swing Line Loans shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephonetelephone or a Swing Line Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 3:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000 or a whole multiple and integral multiples of $10,000 100,000 in excess thereof and thereof, (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must , and (iii) the Type of Swing Line Loans to be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrowerborrowed. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Lender) prior to 3:30 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Borrowing of Swing Line Loans (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 4:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower in immediately available fundsBorrower.

Borrowing Procedures. Each Swingline Borrowing In order to effect a Loan under the Revolving Credit Facility, an authorized officer of each of the Borrowers shall be made upon the Borrower’s give Agent irrevocable written notice (in form and substance acceptable to the Swingline Lender and the Administrative Agent, which may be given ) or irrevocable telephone notice (immediately confirmed by telephone. Each such written notice must be received by the Swingline Lender facsimile) not later than 1:00 p.m. 11:00 a.m., Chicago time, on (i) the requested proposed borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agent, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $10,000 in excess thereof Prime Rate Loans and (ii) the requested second Business Day prior to the proposed borrowing date, date in the case of LIBOR Loans (the “Notice of Borrowing”). Borrowers hereby authorize Agent and each Lender to extend advances and make Loans to Borrowers based on written or telephone notice from an authorized officer of Borrowers. Each Notice of Borrowing shall specify the principal amount of the Loan to be made pursuant to such borrowing and the date of such borrowing (which shall be a Business Day. Each ), that the Loans are under the Revolving Credit Facility, whether the Loans being made pursuant to such telephonic notice must borrowing are to be confirmed promptly by delivery maintained as Prime Rate Loans or LIBOR Loans and, if LIBOR Loans, the initial Interest Period to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrowerbe applicable thereto. Promptly after receipt of such request, Agent shall advise each Lender thereof. Not later than 2:30 p.m., Chicago time, on the date of a proposed borrowing, each Lender shall provide Agent, at the principal office of Agent in Chicago, with immediately available funds equal to such Lender’s pro rata share of the borrowing, and subject to receipt by Agent of the Swingline Lender of any telephonic Swingline Loan Notice, the Swingline Lender will confirm documents required under Section 2.11(B) with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received respect to such Swingline Loan Notice andborrowing, if notany are required, the Swingline Lender will notify the Administrative Agent (shall pay over such funds received by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour of the Borrower’s notice requesting a Swingline Borrowing (A) directing the Swingline Lender not it to make such Swingline Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent), then, subject to the terms and conditions hereof, the Swingline Lender will, promptly by in any event not later than 2:00 p.m. Borrowers on the requested borrowing date specified in such Swingline Loan Notice, make the amount of its Swingline Loan available to the Borrower in immediately available fundsdate.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 3:00 p.m. on the requested borrowing date (or such later time on the requested borrowing date as may be approved by the Swingline Swing Line Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentits sole discretion, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $10,000 in excess thereof 100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Revolving Credit Lender) prior to 3:30 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the proviso provisos to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V Section 4.02 is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 4:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower in immediately available fundsBorrower.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephonetelephone (provided that such telephonic notice complies with the informational requirements of the form of Swing Line Loan Notice attached hereto as Exhibit B). Each such notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 2:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $10,000 in excess thereof 500,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Lender) prior to 5:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 6:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) by a Swing Line Loan Notice; provided any telephonic notice must be confirmed promptly by delivery to Swing Line Lender and Administrative Agent of a Swing Line Loan Notice. Each such Swing Line Loan notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole (and any amount in excess thereof shall be in an integral multiple of $10,000 in excess thereof 25,000), and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must Day and (iii) the amount of Swing Line Loans to be confirmed promptly by delivery to incurred under the Swingline Lender 2018 Revolving Credit Tranche and the Administrative Agent 2020 Revolving Credit Tranche, respectively (which, as provided in the immediately preceding clause (a), shall be allocated on a pro rata basis based on the amount of a written Swingline Loan Notice, appropriately completed 2018 Revolving Credit Commitments and signed by a Responsible Officer of the Borrower2020 Revolving Credit Commitments outstanding at such time). Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V Section 4.02 is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in immediately available fundseach case in accordance with instructions provided to the Administrative Agent by the Borrower.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the a Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by (A) telephone, or (B) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 1,000,000 (with respect to Swing Line Loans denominated in Dollars) or C$1,000,000 (with respect to Swing Line Loans denominated in Canadian Dollars), (ii) whether such Swing Line Loan is a Base Rate Loan, a Canadian Prime Rate Loan or a whole multiple Eurocurrency Rate Loan (and if a Eurocurrency Rate Loan, either (x) the applicable Interest Period thereof or (y) that the daily floating Eurocurrency Rate provided in clause (b) of $10,000 in excess the definition thereof and shall apply), (iiiii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to Day and (iv) the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer currency of the BorrowerSwing Line Loan to be borrowed. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour prior to 2:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that it believes in good faith that one or more of the applicable conditions specified in Article V Section 4.02 is not then satisfied, specifying in reasonable detail the relevant condition or conditions not then satisfied (a copy and the basis for such assertion, and such condition or conditions, as applicable, remain unsatisfied on such requested date of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)issuance or amendment, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 p.m. 3:00 p.m., in the case of any Swing Line Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Swing Line Loan in Canadian Dollars, in each case on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to such Borrower, at such Borrower’s election, either by (i) crediting the account of such Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in immediately available fundseach case in accordance with instructions provided to the Administrative Agent by such Borrower as set forth in the Swing Line Loan Notice.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the relevant Borrower’s irrevocable notice to the Swingline 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 such Swing Line Lender and the Swingline Lender Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum of (A) in the case of Swing Line Loans denominated in Dollars, $100,000 100,000, (ii) in the case of Swing Line Loans denominated in Euro, €100,000, or a whole multiple (iii) in the case of Swing Line Loans designated in any other Alternative Currency, the applicable Alternative Currency Equivalent of $10,000 in excess thereof 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 Swingline applicable Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the relevant Borrower. Promptly after receipt by the Swingline such Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline such Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any U.S. Revolving Credit Lender) prior to 2:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Swing Line Borrowing (A) directing the Swingline such Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline applicable Swing Line Lender will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the relevant Borrower by wire transfer or by crediting the account of such Borrower on the books of such Swing Line Lender in immediately available fundsSame Day Funds.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Parent Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice(A) telephone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a 500,000 and whole multiple multiples of $10,000 100,000 in excess thereof thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Parent Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Revolving Facility Lender) prior to 2:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Parent Borrower, including at its office by crediting the account of the Parent Borrower on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Swingline Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Lender and the Administrative AgentLender, which may be given by telephone. Each such notice must be received by the Swingline Lender not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole in an aggregate amount that is an integral multiple of $10,000 in excess thereof the Borrowing Multiple and not less than the Borrowing Minimum, (ii) the requested borrowing date, which shall be a Business DayDay and (iii) the maturity date of the requested Swingline Loan which shall be not later than seven Business Days after the making of such Swingline Loan. Each such telephonic notice must be confirmed promptly by hand delivery or facsimile (or transmitted by electronic communication, if arrangements for doing so have been approved by the Swingline Lender and the Administrative Agent) of a written Swingline Loan Notice to the Swingline Lender and the Administrative Agent of a written Swingline Loan NoticeAgent, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan Notice, the Swingline Lender will confirm with will, if it is willing to make the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such requested Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour of the Borrower’s notice requesting a Swingline Borrowing (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) and provided that one or more of the all applicable conditions specified in Article V is not then Section 4.2 are satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)or waived, then, subject to the terms and conditions hereof, the Swingline Lender will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Loan Notice, make the amount of its Swingline Loan available to the Borrower by crediting the account of the Borrower maintained with the Swingline Lender and notify the Administrative Agent thereof in immediately available fundswriting.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agent, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole 250,000 (and any amount in excess of $250,000 shall be an integral multiple of $10,000 in excess thereof 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 Swingline relevant Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer managing director A (directeur A) and a managing director B (directeur B) jointly or two managing directors B jointly of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan NoticeNotice (by telephone or in writing), the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline the Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V Section 4.02 is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)or waived, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 5:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline 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 immediately available fundssuch Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time on the requested borrowing date as may be approved by the Swingline Swing Line Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentits sole discretion, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $10,000 in excess thereof 100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the BorrowerOfficer. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V Section 4.02 is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower in immediately available fundsBorrower.

Borrowing Procedures. Each Swingline (1) Subject to Section 2.04(a), and at any time an Autoborrow Agreement is not in effect, each Borrowing of Swing Line Loans shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by: (A) telephone or (B) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed immediately by telephonedelivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $10,000 in excess thereof 100,000, and (ii) the requested borrowing date, date of the Borrowing (which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower). Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the a Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephonetelephone or written Swing Line Loan Notice; provided that 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 that Borrower. Each such notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agent, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole 1,000,000 (and any amount in excess of $1,000,000 shall be an integral multiple of $10,000 in excess thereof 100,000) and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan NoticeNotice (by telephone or in writing), the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V Section 4.03 is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 4:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to that Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Participating Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the applicable Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in immediately available fundssuch Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans. A Borrower shall repay to the Swing Line Lender each Defaulting Lender’s portion (after giving effect to Section 2.17(a)(iv)) of each Swing Line Loan promptly following demand by the Swing Line Lender.

Borrowing Procedures. Each Swingline Borrowing of Swing Line Loans shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 2:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000 or a whole multiple of $10,000 in excess thereof and 100,000, (ii) the requested borrowing date, which shall be a Business DayDay and (iii) whether such Swing Line Loan shall be a Base Rate Loan or a Quoted Rate Swing Line Loan. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Lender) prior to 3:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Borrowing of Swing Line Loans (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower in immediately available fundsBorrower.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Lender and the Administrative AgentSwing Line Lender, which may be given by telephonea Swing Line Loan Notice. Each such notice must be received by the Swingline Swing Line Lender not later than 1:00 p.m. 2:30 p.m., New York time, on the requested borrowing Borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agent, and shall specify (ia) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $10,000 in excess thereof 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 Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Revolving Lender) prior to 3:00 p.m., New York time, on the date of the Borrower’s notice requesting a Swingline proposed Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a2.04(1), or (B) that one or more of the applicable conditions specified in Article V Section 4.02 is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 p.m. 3:30 p.m., New York time, on the borrowing Borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline 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 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(1)(d)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in immediately available fundssuch Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Applicable Percentage of the outstanding Swing Line Loans.

Borrowing Procedures. Each Swingline Borrowing Swing Line Loan shall be made upon the Borrower’s Borrowers’ irrevocable notice to the Swingline Swing Line Lender and the Administrative AgentAgent (a “Swing Line Loan Notice”), which may be given by telephone. Each such notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 p.m. 11:00 a.m. Houston, Texas time on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $10,000 in excess thereof borrowed and (ii) the requested borrowing date, which shall be a Business Day. The Borrowers shall pay to the Swing Line Lender the aggregate outstanding principal amount of all Swing Line Loans on the last Business Day of each calendar month (which payment may be made with a Loan as provided in Section 2.09(c)(i) below) (the “Repayment Date”), which Repayment Date shall in no event be later than the Maturity Date. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the BorrowerOfficer. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Lender) prior to 11:00 a.m. Houston, Texas time on the date of the Borrower’s notice requesting a Swingline Borrowing proposed Swing Line Loan (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a2.09(a), or (B) that one or more of the applicable conditions specified in Article V Section 6.01 hereof is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower in immediately available fundsBorrowers.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the BorrowerCompany’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephonetelephone or by a Swing Line Loan Notice; provided, that, any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Company. Each such notice Swing Line Loan Notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy be acceptable to the Administrative AgentAgent and the Swing Line Lender in their sole discretion), and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $10,000 in excess thereof 100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of the Borrower’s notice requesting a Swingline Required Lenders) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V Section 4.02 is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower Company in immediately available fundsSame Day Funds.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s 's irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephonetelephone (provided that such telephonic notice complies with the informational requirements of the form of Swing Line Loan Notice attached hereto as Exhibit C). Each such notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 2:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $10,000 in excess thereof 500,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Lender) prior to 5:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 6:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $10,000 in excess thereof and 1,000,000 (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 Swingline Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the Borrower’s notice requesting a Swingline date of such proposed Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V Section 4.02 is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower in immediately available fundsBorrower.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the applicable Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given Agent by telephonedelivery of a Swing Line Loan Notice. Each such notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 p.m. P.M. on the requested borrowing date (or such later time as the Swingline Lender shall agree to or, in the case of any Swingline BorrowingAlternative Currency Swing Line Loan, not later than 1:00 P.M. (London time) with a copy to on the Administrative Agentrequested borrowing date), and shall specify (i) the applicable Revolving Credit Facility and the amount to be borrowed, which shall be a minimum of $100,000, €100,000 or a whole multiple of $10,000 in excess thereof £100,000, as applicable, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice Swing Line Loan Notice must be confirmed promptly by delivery in writing and transmitted via facsimile to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Loan NoticeAgent, appropriately completed and signed by a Responsible Officer of the US Borrower or the European Borrower. Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereofas applicable. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Revolving Credit Lender) prior to 2:00 P.M. (or, in the case of any Alternative Currency Swing Line Loan, at such time as may be specified by the Administrative Agent to the US Borrower or European Borrower, as applicable) on the date of the Borrower’s notice requesting a Swingline proposed Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 p.m. 3:00 P.M. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the US Borrower or the European Borrower, as applicable, at its office by crediting the account of such Borrower on the books of the Swing Line Lender in immediately available fundsSame Day Funds.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent (unless the Swing Line Lender is the Administrative Agent), which may be given by telephone. Each such notice must be received by the Swingline Swing Line Lender and the Administrative Agent (unless the Swing Line Lender is the Administrative Agent) not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $10,000 in excess thereof 100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Lender) prior to 2:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the applicable Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given Agent by telephonedelivery of a Swing Line Loan Notice. Each such notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 p.m. P.M. on the requested borrowing date (or such later time as the Swingline Lender shall agree to or, in the case of any Swingline Borrowing) with a copy Alternative Currency Swing Line Loan, 1:00 P.M. on the Business Day immediately prior to the Administrative Agentrequested borrowing date, and shall specify (i) the applicable Revolving Credit Facility and the amount to be borrowed, which shall be a minimum of $100,000, €100,000 or a whole multiple of $10,000 in excess thereof £100,000, as applicable, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice Swing Line Loan Notice must be confirmed promptly by delivery in writing and transmitted via facsimile to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Loan NoticeAgent, appropriately completed and signed by a Responsible Officer of the US Borrower or the European Borrower. Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereofas applicable. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Revolving Credit Lender) prior to 2:00 P.M. (or, in the case of any Alternative Currency Swing Line Loan, at such time as may be specified by the Administrative Agent to the US Borrower or European Borrower, as applicable) on the date of the Borrower’s notice requesting a Swingline proposed Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 p.m. 3:00 P.M. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the US Borrower or the European Borrower, as applicable, at its office by crediting the account of such Borrower on the books of the Swing Line Lender in immediately available fundsSame Day Funds.

Borrowing Procedures. Each Swingline At any time a Used Vehicle Autoborrow Agreement is not in effect, each Used Vehicle Floorplan Swing Line Borrowing and each conversion of Used Vehicle Floorplan Swing Line Loans from one type to the other shall be made upon the BorrowerCompany’s irrevocable notice to the Swingline Used Vehicle Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) by a Used Vehicle Floorplan Swing Line Loan Notice. Each such notice Used Vehicle Floorplan Swing Line Loan Notice must be received by the Swingline Used Vehicle Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case date of any Swingline Borrowing) with a copy conversion of Eurodollar Rate Loans to the Administrative AgentBase Rate Loans or of any conversion of Base Rate Loans to Eurodollar Rate Loans, and in each case shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $10,000 in excess thereof and 100,000, (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must Day and (iii) the Type of Used Vehicle Floorplan Swing Line Loan to be confirmed promptly by delivery borrowed or to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrowerwhich existing Used Vehicle Floorplan Swing Line Loans are to be converted. Promptly after receipt by the Swingline Used Vehicle Swing Line Lender of any telephonic Swingline Used Vehicle Floorplan Swing Line Loan Notice, the Swingline Used Vehicle Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Used Vehicle Floorplan Swing Line Loan Notice and, if not, the Swingline Used Vehicle Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Used Vehicle Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Used Vehicle Floorplan Lender) prior to 2:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Used Vehicle Floorplan Swing Line Borrowing (A) directing the Swingline Used Vehicle Swing Line Lender not to make such Swingline Used Vehicle Floorplan Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a2.12(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Used Vehicle Swing Line Lender will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Used Vehicle Floorplan Swing Line Loan Notice, make the amount of its Swingline Used Vehicle Floorplan Swing Line Loan available to the Borrower Company at its office by crediting the account of the Company on the books of the Used Vehicle Swing Line Lender in immediately available funds. If the Company fails to provide a timely Used Vehicle Floorplan Swing Line Loan Notice requesting a conversion of Eurodollar Rate Loans to Base Rate Loans, such Loans shall, subject to Article III, continue as Eurodollar Rate Loans. If the Company fails to specify a Type of Used Vehicle Floorplan Swing Line Loan in a Used Vehicle Floorplan Swing Line Loan Notice, then the applicable Used Vehicle Floorplan Swing Line Loan shall, subject to Article III, be made as a Eurodollar Rate Loan. In order to facilitate the borrowing of Used Vehicle Floorplan Swing Line Loans, the Company and the Used Vehicle Floorplan Swing Line Lender may mutually agree to, and are hereby authorized to, enter into an Autoborrow Agreement in form and substance reasonably satisfactory to the Administrative Agent and the Used Vehicle Floorplan Swing Line Lender (the “Used Vehicle Autoborrow Agreement”) providing for the automatic advance by the Used Vehicle Floorplan Swing Line Lender of Used Vehicle Floorplan Swing Line Loans under the conditions set forth in such agreement, which shall be in addition to the conditions set forth herein (each such advance, a “Used Vehicle Autoborrow Advance”); provided that, (i) in no event shall the Company be entitled to Used Vehicle Autoborrow Advances pursuant to a Used Vehicle Autoborrow Agreement at any time a Revolving Autoborrow Agreement or a New Vehicle Floorplan Offset Agreement is in place and (ii) the Company may, once per calendar year and upon 30 days advance notice to the Administrative Agent and the Used Vehicle Floorplan Swing Line Lender and upon the payment to the Administrative Agent of a $10,000 fee (which fee may be waived in the sole discretion of the Administrative Agent), alternate (x) between having a Revolving Autoborrow Agreement, a Used Vehicle Autoborrow Agreement or a New Vehicle Floorplan Offset Agreement in place, or (y) between having a New Vehicle Floorplan Offset Agreement (with a New Vehicle Automated Sweep Agreement) or a New Vehicle Floorplan Offset Agreement (without a New Vehicle Automated Sweep Agreement) in place. At any time such a Used Vehicle Autoborrow Agreement is in effect, the requirements for Used Vehicle Floorplan Swing Line Borrowings set forth in the immediately preceding paragraph shall not apply, and all Used Vehicle Floorplan Swing Line Borrowings shall be made in accordance with the Used Vehicle Autoborrow Agreement, until the right to such Used Vehicle Floorplan Swing Line Borrowings is suspended or terminated hereunder or in accordance with the terms of the Used Vehicle Autoborrow Agreement. Solely for purposes of determining the availability of Used Vehicle Floorplan Committed Loans (other than Used Vehicle Floorplan Committed Loans used to refinance Used Vehicle Floorplan Swing Line Loans) and for determining the Total Used Vehicle Floorplan Outstandings in connection with Section 2.14, at any time during which a Used Vehicle Autoborrow Agreement is in effect, the Outstanding Amount of all Used Vehicle Floorplan Swing Line Loans shall be deemed to be the amount of the Used Vehicle Floorplan Swing Line Sublimit. For purposes of any Used Vehicle Floorplan Swing Line Borrowing pursuant to the Used Vehicle Autoborrow Agreement, all references to Bank of America shall be deemed to be a reference to Bank of America, in its capacity as Used Vehicle Floorplan Swing Line Lender hereunder.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time on the requested borrowing date as may be approved by the Swingline Swing Line Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentits sole discretion, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $10,000 in excess thereof 100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the BorrowerOfficer. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the proviso first 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 Article V Section 4.03 is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower in immediately available fundsBorrower.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given (A) by telephonetelephone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice appropriately signed and completed by a Responsible Officer. Each such Such notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as may be agreed by the Swingline Lender shall agree to in Swing Line Lender) on the case of any Swingline Borrowing) with a copy to the Administrative Agentrequested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $10,000 in excess thereof 100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the proviso provisos to the first sentence of Section 2.04(a)2.04, or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Swingline At any time a Revolving Autoborrow Agreement under the revolving credit facility provided herein is not in effect, each Revolving Swing Line Borrowing and each conversion of Revolving Swing Line Loans from one type to the other shall be made upon the BorrowerCompany’s irrevocable notice to the Swingline Revolving Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) by a Revolving Swing Line Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Revolving Swing Line Lender and the Administrative Agent of a Revolving Swing Line Loan Notice. Each such notice Revolving Swing Line Loan Notice must be received by the Swingline Revolving Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree date of conversion of Eurodollar Rate Loans to in the case Base Rate Loans or of any Swingline Borrowing) with a copy conversion of Base Rate Loans to the Administrative AgentEurodollar Rate Loans, and in each case shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $10,000 in excess thereof and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must Day and (iii) the Type of Revolving Swing Line Loan to be confirmed promptly by delivery borrowed or to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrowerwhich existing Revolving Swing Line Loans are to be converted. Promptly after receipt by the Swingline Revolving Swing Line Lender of any telephonic Swingline Revolving Swing Line Loan Notice, the Swingline Revolving Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Revolving Swing Line Loan Notice and, if not, the Swingline Revolving Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Revolving Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Revolving Swing Line Borrowing (A) directing the Swingline Revolving Swing Line Lender not to make such Swingline Revolving Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Revolving Swing Line Lender will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Revolving Swing Line Loan Notice, make the amount of its Swingline Revolving Swing Line Loan available to the Borrower Company at its office by crediting the account of the Company on the books of the Revolving Swing Line Lender in immediately available funds. If the Company fails to provide a timely Revolving Swing Line Loan Notice requesting a conversion of Eurodollar Rate Loans to Base Rate Loans, such Loans shall, subject to Article III, continue as Eurodollar Rate Loans. If the Company fails to specify a Type of Revolving Swing Line Loan in a Revolving Swing Line Loan Notice, then the applicable Revolving Swing Line Loan shall, subject to Article III, be made as a Eurodollar Rate Loan. In order to facilitate the borrowing of Revolving Swing Line Loans, the Revolving Swing Line Lender may, in its sole discretion, agree with the Company to, (and the Revolving Swing Line Lender and the Company are hereby authorized to) enter into an autoborrow agreement in form and substance satisfactory to the Administrative Agent and the Revolving Swing Line Lender (the “Revolving Autoborrow Agreement”) providing for the automatic advance by the Revolving Swing Line Lender of Revolving Swing Line Loans under the conditions set forth in such agreement, which shall be in addition to the conditions set forth herein (each such advance, an “Revolving Autoborrow Advance”). At any time such a Revolving Autoborrow Agreement is in effect, the requirements for Revolving Swing Line Borrowings set forth in the immediately preceding paragraph shall not apply, and all Revolving Swing Line Borrowings shall be made in accordance with the Revolving Autoborrow Agreement, until the right to such Revolving Swing Line Borrowings is suspended or terminated hereunder or in accordance with the terms of the Revolving Autoborrow Agreement. For purposes of determining the Outstanding Amount at any time during which a Revolving Autoborrow Agreement is in effect, the Outstanding Amount of all Revolving Swing Line Loans shall be deemed to be the amount of the Revolving Swing Line Sublimit. For purposes of any Revolving Swing Line Borrowing pursuant to a Revolving Autoborrow Agreement, all references to Bank of America shall be deemed to be a reference to Bank of America, in its capacity as Revolving Swing Line Lender hereunder.

Borrowing Procedures. Each Swingline At any time an Autoborrow Agreement is not in effect, each Swing Line Borrowing and each conversion of Swing Line Loans from one Type to the other shall be made upon the Revolving Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by: (A) telephone or (B) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed immediately by telephonedelivery to the Swingline Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 2:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree date of conversion of Eurodollar Rate Loans to in the case Base Rate Loans or of any Swingline Borrowing) with a copy conversion of Base Rate Loans to the Administrative AgentEurodollar Rate Loans, and shall specify (ix) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $10,000 in excess thereof and 500,000, (iiy) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must , and (z) the Type of Swing Line Loan to be confirmed promptly by delivery borrowed or to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrowerwhich existing Swing Line Loans are to be converted. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Lender) prior to 3:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Revolving Borrower at the Swing Line Lender’s office by crediting the account of the Revolving Borrower on the books of the Swing Line Lender in immediately available funds. If the Revolving Borrower fails to provide a timely Swing Line Loan Notice requesting a conversion of Eurodollar Rate Loans to Base Rate Loans, such Loans shall continue as Eurodollar Rate Loans. If the Revolving Borrower fails to specify a Type of Swing Line Loan in a Swing Line Loan Notice, then the applicable Swing Line Loan shall be made as a Eurodollar Rate Loan.

Borrowing Procedures. Each Swingline Borrowing shall be made upon the Borrower’s 's irrevocable notice to the Swingline Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline Lender not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agent, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $10,000 in excess thereof and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour of the Borrower’s 's notice requesting a Swingline Borrowing (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent), then, subject to the terms and conditions hereof, the Swingline Lender will, promptly by in any event not later than 2:00 p.m. on the borrowing date specified in such Swingline Loan Notice, make the amount of its Swingline Loan available to the Borrower in immediately available funds.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or 500,000 or, in the case of a whole multiple Swing Line Loan used to reimburse an L/C Borrowing, the amount of $10,000 in excess thereof such L/C Borrowing, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Revolving Credit Lender) prior to 12:00 noon on the date of the Borrower’s notice requesting a Swingline proposed Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 2:30 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the a Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 1,000,000 (with respect to Swing Line Loans denominated in Dollars) or C$1,000,000 (with respect to Swing Line Loans denominated in Canadian Dollars), (ii) whether such Swing Line Loan is a Base Rate Loan, a Canadian Prime Rate Loan or a whole multiple Eurocurrency Rate Loan (and if a Eurocurrency Rate Loan, either (x) the applicable Interest Period thereof or (y) that the daily floating Eurocurrency Rate provided in clause (b) of $10,000 in excess the definition thereof and shall apply), (iiiii) the requested borrowing date, which shall be a Business DayDay and (iv) the currency of the Swing Line Loan to be borrowed. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the such Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour prior to 2:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that it believes in good faith that one or more of the applicable conditions specified in Article V Section 4.02 is not then satisfied, specifying in reasonable detail the relevant condition or conditions not then satisfied (a copy and the basis for such assertion, and such condition or conditions, as applicable, remain unsatisfied on such requested date of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)issuance or amendment, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 p.m. 3:00 p.m., in the case of any Swing Line Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Swing Line Loan in Canadian Dollars, in each case on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to such Borrower, at such Borrower’s election, either by (i) crediting the account of such Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in immediately available fundseach case in accordance with instructions provided to the Administrative Agent by such Borrower as set forth in the Swing Line Loan Notice.

Borrowing Procedures. Each Swingline Borrowing of Swing Line Loans shall be made upon the BorrowerBorrower Representative’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone(x) telephone or (y) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000 or a whole multiple of $10,000 in excess thereof and 100,000, (ii) the requested borrowing date, which shall be a Business Day. Each Day and (iii) the Borrower that will receive the proceeds of such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the BorrowerSwing Line Loan. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Lender) prior to 2:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Borrowing of Swing Line Loans (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower in immediately available fundsapplicable Borrower.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the BorrowerCompany’s irrevocable notice to the Swingline Lender Swing Line Bank and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline Lender Swing Line Bank and the Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $10,000 in excess thereof 100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender Swing Line Bank and the Administrative Agent of a written Swingline Loan Noticenotice (a “Notice of Swing Line Borrowing”) substantially in the form of Exhibit B-3 hereto (or such other form as may be approved by the Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Agent)), appropriately completed and signed by a Responsible Officer of the BorrowerCompany. Promptly after receipt by the Swingline Lender Swing Line Bank of any telephonic Swingline Loan NoticeNotice of Swing Line Borrowing, the Swingline Lender Swing Line Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice of Swing Line Borrowing and, if not, the Swingline Lender Swing Line Bank will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender Swing Line Bank has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Bank) prior to 2:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Swing Line Borrowing (Ax) directing the Swingline Lender Swing Line Bank not to make such Swingline Loan Swing Line Advance as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a‎Section 2.19(a), or (By) that one or more of the applicable conditions specified in Article V ‎Article 3 is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Lender Swing Line Bank will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Loan NoticeNotice of Swing Line Borrowing, make the amount of its Swingline Loan Swing Line Advance available to the Borrower in immediately available fundsCompany at its Payment Office for Dollars.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to Swing Line Lender and Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the Swingline Swing Line Lender and Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $10,000 in excess thereof 500,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower in immediately available fundsBorrower.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the any Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $10,000 in excess thereof and 500,000, (ii) the requested borrowing date, which shall be a Business Day. Each , and (iii) if such telephonic notice must be confirmed promptly request is made by delivery to the Swingline Lender and the Administrative Agent Borrower on behalf of a written Swingline Loan NoticeDesignated Borrower, appropriately completed and signed by a Responsible Officer of the applicable Designated Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Global Revolving Credit Lender) prior to 2:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender willshall be free to, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrowers either at its office by crediting the account of a Borrower on the books of the Swing Line Lender in immediately available Same Day Funds or by wire transfer of such funds, in each case in accordance with instructions provided to, and reasonably acceptable to, the Swing Line Lender by the applicable Borrower.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made (i) pursuant to a draft presented by a Seller, including pursuant to a Payment Commitment, (ii) pursuant to the payoff of a financial institution that has provided vehicle financing to a Loan Party, including pursuant to a Payoff Letter Commitment, (iii) upon the any Floor Plan Borrower’s irrevocable notice to the Swingline Swing Line Lender by delivery of a written Notice of Swing Line Borrowing, or (iv) in the case of a dealer trade, pursuant to the Floor Plan On-line System in accordance with practices agreed to from time to time between the Swing Line Lender and the Administrative Agent, which may be given by telephoneapplicable Loan Party. Each such notice Notice of Swing Line Borrowing from any of the Floor Plan Borrowers must be received by the Swingline Swing Line Lender not later than 1:00 p.m. on the Business Day of the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentborrowing, and in each case shall specify (iA) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $10,000 in excess thereof and (iiB) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writingC) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour of the Borrower’s notice requesting a Swingline Borrowing (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied Loan Party that will use such Floor Plan Loans to purchase inventory , and (a copy D) the applicable Vehicles (including the make, model and Vehicle identification number of which notice shall be delivered simultaneously to the Borrower by the Administrative Agentsuch Vehicles), then, subject to the terms and conditions hereof, the Swingline . The Swing Line Lender will, promptly by in any event not later than 2:00 6:00 p.m. on the borrowing date specified in such Swingline Loan NoticeNotice of Swing Line Borrowing, make the amount of its Swingline Swing Line Loan available directly to the applicable Seller, to the applicable financial institution or to such Borrowers at the Swing Line Lender’s office by crediting the account of such Borrower in immediately available funds(or of another Loan Party at the direction of such Borrower) on the books of the Swing Line Lender. If a Notice of Swing Line Borrowing is received after 1:00 p.m. on a Business Day, then any applicable funding shall be made not later than the next succeeding Business Day.

Borrowing Procedures. Each (i) Other than a Swingline Borrowing made pursuant to an Autoborrow Agreement, each Swingline Borrowing shall be made upon the applicable Borrower’s irrevocable notice to the Swingline Lender and the Administrative Agent, which may be given by: (x) telephone or (y) a Swingline Loan Notice; provided, that, any telephonic notice must be confirmed immediately by telephonedelivery to the Swingline Lender and the Administrative Agent of a Swingline Loan Notice. Each such notice Swingline Loan Notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agent, and shall specify (iA) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $10,000 in excess thereof and (iiB) the requested borrowing date, date of the Borrowing (which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower). Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the Borrower’s notice requesting a proposed Swingline Borrowing (A1) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the proviso to the first second sentence of Section 2.04(a), ) or (B2) that one or more of the applicable conditions specified in Article V IV is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Loan Notice, make the amount of its Swingline Loan available to the applicable Borrower at its office by crediting the account of the applicable Borrower on the books of the Swingline Lender in immediately available funds.

Borrowing Procedures. (a) Each Swingline Borrowing shall be made upon on notice given by the Borrower’s irrevocable notice Borrower to the Swingline Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline Lender Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to New York time) (i) one Business Day, in the case of any Swingline Borrowing) with a copy to the Administrative Agent, and shall specify (i) the amount to be borrowed, which shall be a minimum Borrowing of $100,000 or a whole multiple of $10,000 in excess thereof Base Rate Loans and (ii) three Business Days, in the requested borrowing datecase of a Borrowing of Eurodollar Rate Loans, which shall be a Business Dayprior to the date of the proposed Borrowing. Each such telephonic notice must shall be confirmed promptly by delivery to in substantially the Swingline Lender and the Administrative Agent form of Exhibit C (Form of Notice of Borrowing) (a written Swingline Loan Notice“Notice of Borrowing”), appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour of the Borrower’s notice requesting a Swingline Borrowing specifying (A) directing the Swingline Lender not to make date of such Swingline Loan as a result of the limitations set forth in the 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 Article V proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans, (D) the initial Interest Period or Periods for any such Eurodollar Rate Loans, (E) the Available Credit (after giving effect to the proposed Borrowing), (F) whether such Borrowing is not then satisfied of a Revolving Loan or a Delayed Draw Loan and (a copy of which notice G) remittance instructions. The Loans shall be delivered simultaneously to the Borrower by the Administrative Agent), thenmade as Base Rate Loans unless, subject to the terms and conditions hereofSection 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Swingline Lender will, promptly by Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Each Borrowing of Revolving Loans shall be in any event an aggregate amount that is an integral multiple of $1,000,000 (or $500,000 with respect to Swing Loans) and shall be allocated pro rata in accordance with each Lender’s Revolving Commitment. The Borrower may make only one request for a Borrowing of Delayed Draw Loans in an aggregate amount of not later less than 2:00 p.m. on the borrowing date specified in such Swingline Loan Notice, make the amount of its Swingline Loan available necessary to retire and cancel the Borrower Asbestos PI Trust Note and such amount shall be allocated pro rata as among the Delayed Draw Lenders in immediately available fundsaccordance with each Delayed Draw Lender’s Delayed Draw Commitment.

Borrowing Procedures. Each (1) Other than a Borrowing of Swingline Loans made pursuant to the Autoborrow Agreement, each Borrowing of Swingline Loans shall be made upon the Borrower’s irrevocable notice to the Swingline Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) by a Swingline Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a Swingline Loan Notice. Each such notice Swingline Loan Notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000 or a whole multiple of $10,000 in excess thereof 100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Lender) prior to 2:00 p.m. on the date of the Borrower’s notice requesting a proposed Borrowing of Swingline Borrowing Loans (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Loan Notice, make the amount of its Swingline Loan available to the Borrower in immediately available fundsBorrower.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Parent Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $10,000 in excess thereof and 100,000, (ii) the requested borrowing date, which shall be a Business DayDay and (iii) the account of the Parent Borrower to be credited with the proceeds of such Swing Line Borrowing. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Parent Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the Borrower’s notice requesting a Swingline date of such proposed Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V Section 4.01 is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline 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 risk with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in immediately available fundssuch Swing Line Loans, including by cash collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans.

Borrowing Procedures. The provisions of Section 2.2 shall not apply to Borrowings of Swing Line Loans. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline Swing Line Lender and Administrative Agent not later than 1:00 p.m. 11:00 A.M., Dallas, Texas time, on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 3,000,000 or a whole multiple multiples of $10,000 1,000,000 in excess thereof thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Loan NoticeSwing Line loan notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Loan NoticeSwing Line loan notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice Swing Line loan notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Lender) prior to 1:00 P.M., Dallas, Texas time, on the date of the Borrower’s notice requesting a Swingline proposed Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.15(a), or (B) that one or more of the applicable conditions specified in Article V 5 is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 p.m. 1:00 P.M., Dallas, Texas time, on the borrowing date specified in such Swingline Loan NoticeSwing Line loan notice, make the amount of its Swingline Swing Line Loan available to the Borrower in immediately available fundsBorrower.

Borrowing Procedures. Each (i) Other than a Swingline Borrowing made pursuant to an Autoborrow Agreement, each Swingline Borrowing shall be made upon the applicable U.S. Borrower’s irrevocable notice to the Swingline Lender and the Administrative Agent, which may be given by: (x) telephone or (y) a Swingline Loan Notice; provided, that, any telephonic notice must be confirmed immediately by telephonedelivery to the Swingline Lender and the Administrative Agent of a Swingline Loan Notice. Each such notice Swingline Loan Notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agent, and shall specify (iA) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $10,000 in excess thereof and (iiB) the requested borrowing date, date of the Borrowing (which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower). Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Revolving A Lender) prior to 2:00 p.m. on the date of the Borrower’s notice requesting a proposed Swingline Borrowing (A1) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the proviso to the first second sentence of Section 2.04(a), ) or (B2) that one or more of the applicable conditions specified in Article V IV is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Loan Notice, make the amount of its Swingline Loan available to the applicable U.S. Borrower at its office by crediting the account of the applicable U.S. Borrower on the books of the Swingline Lender in immediately available fundsSame Day Funds.

Borrowing Procedures. Each Swingline (1) Subject to Section 2.04(a), and at any time an Autoborrow Agreement is not in effect, each Borrowing of Swing Line Loans shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by: (A) telephone or (B) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed immediately by telephonedelivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $10,000 in excess thereof 100,000, and (ii) the requested borrowing date, date of the Borrowing (which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower). Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V ARTICLE IV is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephonetelephone or by a Swing Line Loan Notice; provided, that, any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer. Each such notice Swing Line Loan Notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy be acceptable to the Administrative AgentAgent and the Swing Line Lender in their sole discretion), and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $10,000 in excess thereof 100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of the Borrower’s notice requesting a Swingline Required Lenders) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V Section 4.02 is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower in immediately available fundsBorrower.

Borrowing Procedures. Each Swingline Borrowing of Swing Line Loans shall be made upon the BorrowerCompany’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) a Swing Line Loan Notice; provided, that, 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 Company. Each such notice Swing Line Loan Notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000 or a whole multiple of $10,000 in excess thereof 100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Lender) prior to 2:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Borrowing of Swing Line Loans (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower in immediately available fundsCompany.

Borrowing Procedures. Each Swingline (i) At any time an Autoborrow Agreement is not in effect, each Swing Line Borrowing shall be made upon the US Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 p.m. 12:00 noon on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000 or a whole multiple and integral multiples of $10,000 100,000 in excess thereof thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any US A-1 Lender) prior to 1:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a2.05(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender willshall, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the US Borrower at its office by crediting the account of the US Borrower on the books of the Swing Line Lender in immediately available fundsSame Day Funds.

Borrowing Procedures. (i) Each Swingline Borrowing of Domestic Swing Line Loans shall be made upon the BorrowerCompany’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent at the Administrative Agent’s Office with respect to Dollars, which may be given by telephone(A) telephone or (B) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (iA) the amount to be borrowed, which shall be a minimum principal amount of $500,000 and integral multiples of $100,000 or a whole multiple of $10,000 in excess thereof thereof, and (iiB) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Lender) prior to 2:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Borrowing of Swing Line Loans (A1) directing the Swingline Swing Line Lender not to make such Swingline Domestic Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B2) that one or more of the applicable conditions specified in Article V is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Domestic Swing Line Loan available to the Borrower in immediately available fundsCompany.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the BorrowerCompany’s irrevocable notice to the Swingline Lender Swing Line Bank and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline Lender Swing Line Bank and the Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $10,000 in excess thereof 100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender Swing Line Bank and the Administrative Agent of a written Swingline Loan Noticenotice (a “Notice of Swing Line Borrowing”) substantially in the form of Exhibit B-5 hereto (or such other form as may be approved by the Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Agent)), appropriately completed and signed by a Responsible Officer of the BorrowerCompany. Promptly after receipt by the Swingline Lender Swing Line Bank of any telephonic Swingline Loan NoticeNotice of Swing Line Borrowing, the Swingline Lender Swing Line Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice of Swing Line Borrowing and, if not, the Swingline Lender Swing Line Bank will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender Swing Line Bank has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Bank) prior to 2:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Swing Line Borrowing (Ax) directing the Swingline Lender Swing Line Bank not to make such Swingline Loan Swing Line Advance as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.19(a), or (By) that one or more of the applicable conditions specified in Article V 3 is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Lender Swing Line Bank will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Loan NoticeNotice of Swing Line Borrowing, make the amount of its Swingline Loan Swing Line Advance available to the Borrower in immediately available fundsCompany at its Payment Office for Dollars.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s 's irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $10,000 in excess thereof 500,000, and (ii) the requested borrowing date, which shall be a Business DayDay (and which may be the date of such notice so long as such notice is received no later than 1:00 p.m. on such date). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Lender) prior to 2:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower in immediately available like funds either by (x) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (y) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Swing Line Lender by the Borrower.

Borrowing Procedures. Each Swingline Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Lender and the Administrative Agent, which may be given by: (A) telephone or (B) a Swingline Loan Notice; provided that any telephonic notice must be confirmed immediately by telephonedelivery to the Swingline Lender and the Administrative Agent of a Swingline Loan Notice. Each such notice Swingline Loan Notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 12:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $10,000 in excess thereof and 100,000, (ii) the requested borrowing date, date of the Borrowing (which shall be a Business Day), and (iii) whether such borrowing shall bear interest at the Base Rate or the LIBOR Daily Floating Rate (provided if there are any Swingline Loans already outstanding on the requested borrowing date, such requested borrowing shall bear interest at the same rate of the outstanding Swingline Loans). Each such telephonic notice must be confirmed promptly by delivery If the Borrower fails to the specify a Type of Swingline Lender and the Administrative Agent of Loan in a written Swingline Loan Notice, appropriately completed and signed by then the applicable Swingline Loans shall be made as Base Rate Loans. Notwithstanding anything to the contrary herein, a Responsible Officer of the BorrowerSwingline Loan may not be converted from one Type to another. Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Lender) prior to 1:00 p.m. on the date of the Borrower’s notice requesting a proposed Swingline Borrowing (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, promptly by in any event not later than 2:00 p.m. on the borrowing date specified in such Swingline Loan Notice, make the amount of its Swingline Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available funds.

Borrowing Procedures. Each Swingline Borrowing of Swing Line Loans shall be made upon the BorrowerParent’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) by a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000 or a whole multiple and integral multiples of $10,000 100,000 in excess thereof thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the BorrowerParent. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Lender) prior to 2:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Borrowing of Swing Line Loans (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower in immediately available fundsParent.

Borrowing Procedures. Each Swingline 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 Swingline 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 Swingline Lender not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agent, Applicable Borrower and shall specify the following information: (i) the date of such Swing Line Borrowing (which shall be a Business Day); and (ii) the amount to be borrowedof such Swing Line Borrowing, which shall be a minimum of $100,000 or a whole multiple of $10,000 U.S.$100,000, except as otherwise set forth in excess thereof and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrowerany AutoBorrow Agreement. Promptly after receipt by the Swingline Applicable Swing Line Lender of any telephonic Swingline Loan NoticeBorrowing Request, the Swingline 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 Swingline Loan Notice Borrowing Request and, if not, the Swingline Applicable Swing Line Lender will notify the Applicable Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Applicable Swing Line Lender has received notice (by telephone or in writing) from the Applicable Administrative Agent within one hour (including at the request of any Applicable Lender) prior to 2:00 p.m. (Standard Time) on the date of the Borrower’s notice requesting a Swingline proposed Swing Line Borrowing (A) directing the Swingline Applicable Swing Line Lender not to make such Swingline 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 Article V IV is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Applicable Swing Line Lender will, promptly by in any event not later than 2:00 3:00 p.m. (Standard Time) on the borrowing date specified in such Swingline Loan NoticeBorrowing Request, make the amount of its Swingline Swing Line Loan available to the Applicable 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. If an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 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 Loans and to refinance Swing Line Loan as provided herein.

Borrowing Procedures. Each Swingline At any time a Used Vehicle Autoborrow Agreement is not in effect, each Used Vehicle Floorplan Swing Line Borrowing and each conversion of Used Vehicle Floorplan Swing Line Loans from one type to the other shall be made upon the BorrowerCompany’s irrevocable notice to the Swingline Used Vehicle Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) by a Used Vehicle Floorplan Swing Line Loan Notice. Each such notice Used Vehicle Floorplan Swing Line Loan Notice must be received by the Swingline Used Vehicle Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case date of any Swingline Borrowing) with a copy conversion of Eurodollar Rate Loans to the Administrative AgentBase Rate Loans or of any conversion of Base Rate Loans to Eurodollar Rate Loans, and in each case shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $10,000 in excess thereof and 100,000, (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must Day and (iii) the Type of Used Vehicle Floorplan Swing Line Loan to be confirmed promptly by delivery borrowed or to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrowerwhich existing Used Vehicle Floorplan Swing Line Loans are to be converted. Promptly after receipt by the Swingline Used Vehicle Swing Line Lender of any telephonic Swingline Used Vehicle Floorplan Swing Line Loan Notice, the Swingline Used Vehicle Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Used Vehicle Floorplan Swing Line Loan Notice and, if not, the Swingline Used Vehicle Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Used Vehicle Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Used Vehicle Floorplan Lender) prior to 2:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Used Vehicle Floorplan Swing Line Borrowing (A) directing the Swingline Used Vehicle Swing Line Lender not to make such Swingline Used Vehicle Floorplan Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a2.12(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Used Vehicle Swing Line Lender will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Used Vehicle Floorplan Swing Line Loan Notice, make the amount of its Swingline Used Vehicle Floorplan Swing Line Loan available to the Borrower Company at its office by crediting the account of the Company on the books of the Used Vehicle Swing Line Lender in immediately available funds. If the Company fails to provide a timely Used Vehicle Floorplan Swing Line Loan Notice requesting a conversion of Eurodollar Rate Loans to Base Rate Loans, such Loans shall, subject to Article III, continue as Eurodollar Rate Loans. If the Company fails to specify a Type of Used Vehicle Floorplan Swing Line Loan in a Used Vehicle Floorplan Swing Line Loan Notice, then the applicable Used Vehicle Floorplan Swing Line Loan shall, subject to Article III, be made as a Eurodollar Rate Loan. In order to facilitate the borrowing of Used Vehicle Floorplan Swing Line Loans, the Company and the Used Vehicle Floorplan Swing Line Lender may mutually agree to, and are hereby authorized to, enter into an Autoborrow Agreement in form and substance reasonably satisfactory to the Administrative Agent and the Used Vehicle Floorplan Swing Line Lender (the “Used Vehicle Autoborrow Agreement”) providing for the automatic advance by the Used Vehicle Floorplan Swing Line Lender of Used Vehicle Floorplan Swing Line Loans under the conditions set forth in such agreement, which shall be in addition to the conditions set forth herein (each such advance, a “Used Vehicle Autoborrow Advance”); provided that, (i) in no event shall the Company be entitled to Used Vehicle Autoborrow Advances pursuant to a Used Vehicle Autoborrow Agreement at any time a Revolving Autoborrow Agreement or New Vehicle Floorplan Offset Agreement is in place and (ii) the Company may, once per calendar year and upon 30 days advance notice to the Administrative Agent and the Used Vehicle Floorplan Swing Line Lender and upon the payment to the Administrative Agent of a $10,000 fee (which fee may be waived in the sole discretion of the Administrative Agent), alternate between having a Revolving Autoborrow Agreement and a Used Vehicle Autoborrow Agreement in place, or between having an Autoborrow Agreement or a New Vehicle Floorplan Offset Agreement in place. At any time such a Used Vehicle Autoborrow Agreement is in effect, the requirements for Used Vehicle Floorplan Swing Line Borrowings set forth in the immediately preceding paragraph shall not apply, and all Used Vehicle Floorplan Swing Line Borrowings shall be made in accordance with the Used Vehicle Autoborrow Agreement, until the right to such Used Vehicle Floorplan Swing Line Borrowings is suspended or terminated hereunder or in accordance with the terms of the Used Vehicle Autoborrow Agreement. Solely for purposes of determining the availability of Used Vehicle Floorplan Committed Loans (other than Used Vehicle Floorplan Committed Loans used to refinance Used Vehicle Floorplan Swing Line Loans) and for determining the Total Used Vehicle Floorplan Outstandings in connection with Section 2.14, at any time during which a Used Vehicle Autoborrow Agreement is in effect, the Outstanding Amount of all Used Vehicle Floorplan Swing Line Loans shall be deemed to be the amount of the Used Vehicle Floorplan Swing Line Sublimit. For purposes of any Used Vehicle Floorplan Swing Line Borrowing pursuant to the Used Vehicle Autoborrow Agreement, all references to Bank of America shall be deemed to be a reference to Bank of America, in its capacity as Used Vehicle Floorplan Swing Line Lender hereunder.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made -------------------- upon the Borrower’s 's irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 p.m. 11:00 a.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 1,000,000, or a whole an integral multiple of $10,000 500,000 in excess thereof and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the BorrowerBorrower (or any individual designated by such Responsible Officer in writing to the Administrative Agent). Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Revolving Lender) prior to 12:00 noon on the date of the Borrower’s notice requesting a Swingline proposed Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the --------------- applicable conditions specified in Article V IV is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, ---------- subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s 's irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline Swing Line Lender and Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $10,000 in excess thereof 100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Lender) prior to 2:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to Borrower at its office by crediting the account of Borrower on the books of Swing Line Lender in immediately available funds. Lenders agree that Swing Line Lender may agree to modify the borrowing procedures used in connection with the Swing Line in its discretion and without affecting any of the obligations of Lenders hereunder other than notifying Administrative Agent of a Swing Line Loan Notice.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline Swing Line Lender and Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $10,000 in excess thereof 100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Lender) prior to 2:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to Borrower at its office by crediting the account of Borrower on the books of Swing Line Lender in immediately available funds. Lenders agree that Swing Line Lender may agree to modify the borrowing procedures used in connection with the Swing Line in its discretion and without affecting any of the obligations of Lenders hereunder other than notifying Administrative Agent of a Swing Line Loan Notice.

Borrowing Procedures. Each Swingline (1) Subject to Section 2.04(a), and at any time an Autoborrow Agreement is not in effect, each Borrowing of Swing Line Loans shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by: (A) telephone or (B) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed immediately by telephonedelivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $10,000 in excess thereof 100,000, and (ii) the requested borrowing date, date of the Borrowing (which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower). Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request 57 of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the BorrowerBorrower Agent’s irrevocable notice to the Swingline Swing Line Lender and the Administrative AgentAgent pursuant to a Swing Line Loan Notice, which Swing Line Loan Notice may be given by telephonetelephonic or written. Each such notice Swing Line Loan Notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 p.m. 12:00 noon on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple 500,000 and integral multiples of $10,000 100,000 in excess thereof and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice by the Borrower Agent pursuant to this Section 2.05(b) must be confirmed promptly by delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the BorrowerBorrower Agent. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Revolving Lender) prior to 1:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a2.05(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender willmay, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in immediately available funds.Same Day Funds. 58 119482860_14 #193013499_v7

Borrowing Procedures. Each (i) Other than a Swingline Borrowing made pursuant to the Autoborrow Agreement, each Swingline Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Lender and the Administrative Agent, which may be given by: (x) telephone or (y) a Swingline Loan Notice; provided, that, any telephonic notice must be confirmed immediately by telephonedelivery to the Swingline Lender and the Administrative Agent of a Swingline Loan Notice. Each such notice Swingline Loan Notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (iA) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $10,000 in excess thereof 100,000, and (iiB) the requested borrowing date, date of the Borrowing (which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower). Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the Borrower’s notice requesting a proposed Swingline Borrowing (A1) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the proviso to the first second sentence of Section 2.04(a), or (B2) that one or more of the applicable conditions specified in Article V IV is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Loan Notice, make the amount of its Swingline Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available funds.

Borrowing Procedures. Each Swingline At any time an Auto Borrow Agreement is not in effect, each Borrowing of Swing Line Loans shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000 or a whole multiple and integral multiples of $10,000 100,000 in excess thereof thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Lender) prior to 2:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Borrowing of Swing Line Loans (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower in immediately available fundsBorrower.

Borrowing Procedures. Each (i) Other than a Swingline Loan Borrowing made pursuant to the Autoborrow Agreement, each Swingline Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Lender and the Administrative Agent, which may be given by: (ii) telephone or (iii) a Swingline Loan Notice; provided that any telephonic notice must be confirmed immediately by telephonedelivery to the Swingline Lender and the Administrative Agent of a Swingline Loan Notice. Each such notice Swingline Loan Notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (iA) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $10,000 in excess thereof 100,000, and (iiB) the requested borrowing date, date of the Borrowing (which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower). Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the Borrower’s notice requesting a proposed Swingline Borrowing (A1) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B2) that one or more of the applicable conditions specified in Article V IV is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Loan Notice, make the amount of its Swingline Loan available to the Borrower in immediately available fundsBorrower.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the applicable Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given Agent by telephonedelivery of a Swing Line Loan Notice. Each such notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 p.m. P.M. on the requested borrowing date (or such later time as the Swingline Lender shall agree to or, in the case of any Swingline BorrowingAlternative Currency Swing Line Loan, not later than 1:00 P.M. (London time) with a copy on the Business Day immediately prior to the Administrative Agentrequested borrowing date), and shall specify (i) the applicable Revolving Credit Facility and the amount to be borrowed, which shall be a minimum of $100,000, €100,000 or a whole multiple of $10,000 in excess thereof £100,000, as applicable, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice Swing Line Loan Notice must be confirmed promptly by delivery in writing and transmitted via facsimile to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Loan NoticeAgent, appropriately completed and signed by a Responsible Officer of the US Borrower or the European Borrower. Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereofas applicable. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Revolving Credit Lender) prior to 2:00 P.M. (or, in the case of any Alternative Currency Swing Line Loan, at such time as may be specified by the Administrative Agent to the US Borrower or European Borrower, as applicable) on the date of the Borrower’s notice requesting a Swingline proposed Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 p.m. 3:00 P.M. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the US Borrower or the European Borrower, as applicable, at its office by crediting the account of such Borrower on the books of the Swing Line Lender in immediately available fundsSame Day Funds.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s 's irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephonetelephone (provided that such telephonic notice complies with the informational requirements of the form of Swing Line Loan Notice attached hereto. Each such notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 3:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple 500,000 (and in integral multiples of $10,000 in excess thereof 100,000), and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Lender) prior to 3:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 4:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower in immediately available fundsBorrower.

Borrowing Procedures. Each Swingline (1) Subject to Section 2.04(a), and at any time an Autoborrow Agreement is not in effect, each Borrowing of Swing Line Loans shall be made upon [in accordance with the provisions of any agreement between the Swing Line Lender and the Borrower establishing an “Auto Borrower” plan for, among other things, the automatic advance to the Borrower for deposit into an account of the Borrower with the Swing Line Lender]upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by: (A) telephone or (B) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed immediately by telephonedelivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $10,000 in excess thereof 100,000, and (ii) the requested borrowing date, date of the Borrowing (which shall be a 56 DB1/83569018.7 Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower). Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the Borrower’s notice requesting a Swingline date of [any]the proposed [Borrowing of ]Swing Line [Loans]Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Swingline Alternative Currency Swing Line Borrowing shall be made upon the BorrowerCompany’s irrevocable notice to the Swingline Alternative Currency Swing Line Lender and the Administrative Agent, which may be given by: (i) telephone or (ii) an Alternative Currency Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by telephonedelivery to the Alternative Currency Swing Line Lender and the Administrative Agent of an Alternative Currency Swing Line Loan Notice. Each such notice must be received by the Swingline Alternative Currency Swing Line Lender and the Administrative Agent not later than 1:00 2:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $10,000 in excess thereof 500,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Alternative Currency Swing Line Lender and the Administrative Agent of a written Swingline Alternative Currency Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the BorrowerCompany. Promptly after receipt by the Swingline Alternative Currency Swing Line Lender of any telephonic Swingline Alternative Currency Swing Line Loan Notice, the Swingline Alternative Currency Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Alternative Currency Swing Line Loan Notice and, if not, the Swingline Alternative Currency Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Alternative Currency Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Lender) prior to 3:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Alternative Currency Swing Line Borrowing (A) directing the Swingline Alternative Currency Swing Line Lender not to make such Swingline 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 Article V Section 4.02 is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Alternative Currency Swing Line Lender will, promptly by in any event not later than 2:00 4:00 p.m. on the borrowing date specified in such Swingline Alternative Currency Swing Line Loan Notice, make the amount of its Swingline the requested Alternative Currency Swing Line Loan available to the Borrower Company (x) at the Alternative Currency Swing Line Lender’s office by crediting the account of the Company on the books of the Alternative Currency Swing Line Lender in immediately available fundsSame Day Funds or (y) by wire transfer of such funds in Same Day Funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Company.

Borrowing Procedures. Each Swingline At any time an Autoborrow Agreement is not in effect, each Swing Line Borrowing and each conversion of Swing Line Loans from one type to the other shall be made upon the BorrowerCompany’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree date of conversion of Eurodollar Rate Loans to in the case Base Rate Loans or of any Swingline Borrowing) with a copy conversion of Base Rate Loans to the Administrative AgentEurodollar Rate Loans, and in each case shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $10,000 in excess thereof and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must Day and (iii) the Type of Swing Line Loan to be confirmed promptly by delivery borrowed or to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrowerwhich existing Swing Line Loans are to be converted. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Lender) prior to 2:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower Company at its office by crediting the account of the Company on the books of the Swing Line Lender in immediately available funds. If the Company fails to provide a timely Swing Line Loan Notice requesting a conversion of Eurodollar Rate Loans to Base Rate Loans, such Loans shall, subject to Article III, continue as Eurodollar Rate Loans. If the Company fails to specify a Type of Swing Line Loan in a Swing Line Loan Notice, then the applicable Swing Line Loan shall, subject to Article III, be made as a Eurodollar Rate Loan. In order to facilitate the borrowing of Swing Line Loans, the Swing Line Lender may, in its sole discretion, agree with the Company to, (and the Swing Line Lender and the Company are hereby authorized to) enter into an Autoborrow Agreement in form and substance satisfactory to the Administrative Agent and the Swing Line Lender (the “Autoborrow Agreement”) providing for the automatic advance by the Swing Line Lender of Swing Line Loans under the conditions set forth in such agreement, which shall be in addition to the conditions set forth herein (each such advance, an “Autoborrow Advance”); provided that, (i) in no event shall the Company be entitled to Autoborrow Advances pursuant to an Autoborrow Agreement at any time an autoborrow arrangement is in effect under the Used Vehicle Floorplan Facility (any such arrangement, a “Used Vehicle Autoborrow Arrangement”) and (ii) subject to the Administrative Agent’s consent, the Company may, upon 30 days advance notice to the Administrative Agent and the Swing Line Lender, alternate between the autoborrow arrangement described herein and a Used Vehicle Autoborrow Arrangement no more frequently than once in any calendar year. At any time such an Autoborrow Agreement is in effect, the requirements for Swing Line Borrowings set forth in the immediately preceding paragraph shall not apply, and all Swing Line Borrowings shall be made in accordance with the Autoborrow Agreement, until the right to such Swing Line Borrowings is suspended or terminated hereunder or in accordance with the terms of the Autoborrow Agreement. For purposes of determining the Outstanding Amount at any time during which an Autoborrow Agreement is in effect, the Outstanding Amount of all Swing Line Loans shall be deemed to be the amount of the Swing Line Sublimit. For purposes of any Swing Line Borrowing pursuant to the Autoborrow Agreement, all references to Bank of America shall be deemed to be a reference to Bank of America, in its capacity as Swing Line Lender hereunder.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to Swing Line Lender and Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the Swingline Swing Line Lender and Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $10,000 in excess thereof 100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to Borrower at its office by crediting the account of Borrower on the books of Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the a Borrower’s irrevocable notice to the Swingline applicable Swing Line Lender and the Administrative Agent, which may be given by telephonetelephone or written Swing Line Loan Notice; provided that each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lenders and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of that Borrower. Each such notice must be received by the Swingline Lender Swing Line Lenders and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agent, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 1,000,000 (or a whole an integral multiple of $10,000 100,000 in excess thereof thereof), and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Lender Swing Line Lenders of any telephonic Swingline Swing Line Loan NoticeNotice (by telephone or in writing), the Swingline Lender Swing Line Lenders will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Lender Swing Line Lenders will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has Swing Line Lenders have received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Swing Line Borrowing (A) directing the Swingline Lender Swing Line Lenders not to make such Swingline 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 66 95007615_1 specified in Article V Section 4.03 is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, promptly by in any event Swing Line Lenders will not later than 2:00 4:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to that Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lenders shall not be obligated to make any Swing Line Loan at a time when a Participating Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lenders have entered into arrangements reasonably satisfactory to it and the applicable Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in immediately available fundssuch Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lenders to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans. A Borrower shall repay to the Swing Line Lenders each Defaulting Lender’s portion (after giving effect to Section 2.17(a)(iv)) of each Swing Line Loan promptly following demand by the Swing Line Lenders.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the BorrowerCompany’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephonetelephone in the case of any Swing Line Loan to be denominated in Dollars. Each such notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to p.m., in the case of any Swingline Borrowing) with a copy to Swing Line Loans denominated in Dollars, and not later than the Administrative AgentApplicable Time, in the case of any AC Swing Line Loan, on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $10,000 in excess thereof and 500,000, (ii) the requested borrowing date, which shall be a Business Day, (iii) the currency of any AC Swing Line Loan to be borrowed and (iv) if applicable, the Designated Borrower. Each such telephonic notice for any Swing Line Loan to be denominated in Dollars must be confirmed promptly by delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the BorrowerCompany. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan NoticeNotice for any Swing Line Loan to be denominated in Dollars, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Lender) prior to 2:00 p.m. on the date of the Borrower’s notice requesting a Swingline Borrowing proposed Swing Line Borrowing, in the case of any Swing Line Loans denominated in Dollars, and such other time as may be specified from time to time by the Administrative Agent in the case of any AC Swing Line Loans, (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 p.m. 3:00 p.m., in the case of any Swing Line Loans denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any AC Swing Line Loan, on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Company or the other applicable Borrower at its office by crediting the account of the Company or such other Borrower on the books of the Swing Line Lender in immediately available fundsSame Day Funds.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline Swing Line Lender and Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $10,000 in excess thereof 100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Lender) prior to 2:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to Borrower at its office by crediting the account of Borrower on the books of Swing Line Lender in immediately available funds. Lenders agree that Swing Line Lender may agree to modify the borrowing procedures used in connection with the Swing Line in its discretion and without affecting any of the obligations of Lenders hereunder other than notifying Administrative Agent of a Swing Line Loan Notice. 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 Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and Borrower to eliminate the Swing Line Lender’s risk with respect to such Defaulting Lender or the participation in such Swing Line Loans by such Defaulting Lender, including by cash collateralizing, or obtaining backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s Applicable Revolving Percentage of the outstanding Swing Line Loans.

Borrowing Procedures. Each (i) Other than a Swingline Loan Borrowing made pursuant to the Autoborrow Agreement, each Swingline Borrowing shall be made upon the BorrowerCompany’s irrevocable notice to the Swingline Lender and the Administrative Agent, which may be given by: (a) telephone or (b) a Swingline Loan Notice; provided that any telephonic notice must be confirmed immediately by telephonedelivery to the Swingline Lender and the Administrative Agent of a Swingline Loan Notice. Each such notice Swingline Loan Notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (iA) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $10,000 in excess thereof 100,000, and (iiB) the requested borrowing date, date of the Borrowing (which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower). Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the Borrower’s notice requesting a proposed Swingline Borrowing (A1) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B2) that one or more of the applicable conditions specified in Article V IV is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Loan Notice, make the amount of its Swingline Loan available to the Borrower Company at its office by crediting the account of the Company on the books of the Swingline Lender in immediately available funds.

Borrowing Procedures. The provisions of Section 2.2 shall not apply to Borrowings of Swing Line Loans. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s Co-Borrowers’ irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline Swing Line Lender and Administrative Agent not later than 1:00 p.m. 9:00 A.M., Los Angeles, California time, on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 5,000,000 or a whole multiple multiples of $10,000 1,000,000 in excess thereof thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Loan NoticeSwing Line loan notice, appropriately completed and signed by a Responsible Officer of the BorrowerCo-Borrowers. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Loan NoticeSwing Line loan notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice Swing Line loan notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Lender) prior to 11:00 A.M., Los Angeles, California time, on the date of the Borrower’s notice requesting a Swingline proposed Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.17(a), or (B) that one or more of the applicable conditions specified in Article V 5 is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 p.m. 11:00 A.M., Los Angeles, California time, on the borrowing date specified in such Swingline Loan NoticeSwing Line loan notice, make the amount of its Swingline Swing Line Loan available to the Borrower in immediately available fundsCo-Borrower.

Borrowing Procedures. (i) Each Swingline Borrowing of Domestic Swing Line Loans shall be made upon the BorrowerCompany’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent at the Administrative Agent’s Office with respect to Dollars, which may be given by telephone. Each such notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (iA) the amount to be borrowed, which shall be a minimum principal amount of $500,000 and integral multiples of $100,000 or a whole multiple of $10,000 in excess thereof thereof, and (iiB) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the BorrowerCompany. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Lender) prior to 2:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Borrowing of Swing Line Loans (A1) directing the Swingline Swing Line Lender not to make such Swingline Domestic Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B2) that one or more of the applicable conditions specified in Article V is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Domestic Swing Line Loan available to the Borrower in immediately available fundsCompany.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephonetelephone or by a Swing Line Loan Notice; provided, that, any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer. Each such notice Swing Line Loan Notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date Borrowing Date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy be acceptable to the Administrative AgentAgent and the Swing Line Lender in their sole discretion), and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $10,000 in excess thereof 100,000, and (ii) the requested borrowing dateBorrowing Date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of the Borrower’s notice requesting a Swingline Required Lenders) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V Section 4.02 is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date Borrowing Date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower in immediately available fundsBorrower.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephonetelephone (provided that such telephonic notice complies with the informational requirements of the form of Swing Line Loan Notice attached hereto). Each such notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 p.m. 12:00 noon on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple (and in integral multiples of $10,000 in excess thereof 100,000), and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Lender) prior to 12:00 noon on the date of the Borrower’s notice requesting a Swingline proposed Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 2:30 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower in immediately available fundsBorrower.

Borrowing Procedures. Each Swingline Borrowing of Swing Line Loans shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephonetelephone or a Swing Line Loan Notice; provided, that, any telephonic notice must be confirmed immediately by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 3:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000 or a whole multiple and integral multiples of $10,000 100,000 in excess thereof and thereof, (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must , and (iii) the Type of Swing Line Loans to be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrowerborrowed. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Lender) prior to 3:30 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Borrowing of Swing Line Loans (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 4:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower in immediately available fundsBorrower.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $10,000 in excess thereof and 1,000,000 (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 Swingline Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the Borrower’s notice requesting a Swingline date of such proposed Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V Section 4.02 is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line AMERICAS/2023095923.12023095923.18 94 Credit Agreement Lender will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower in immediately available fundsBorrower.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the BorrowerBorrower Agent’s irrevocable notice to the Swingline Swing Line Lender and the Administrative AgentAgent pursuant to a Swing Line Loan Notice, which Swing Line Loan Notice may be given by telephonetelephonic or written. Each such notice Swing Line Loan Notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 p.m. 12:00 noon on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple 500,000 and integral multiples of $10,000 100,000 in excess thereof and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice by the Borrower Agent pursuant to this Section 2.05(b) must be confirmed promptly by delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the BorrowerBorrower Agent. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Revolving Lender) prior to 1:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a2.05(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender willmay, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in immediately available funds.Same Day Funds. (c)

Borrowing Procedures. Each Swingline (i) Subject to Section 2.04(a), and at any time an Autoborrow Agreement is not in effect, each Borrowing of Swing Line Loans shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by: (A) telephone or (B) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed immediately by telephonedelivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $10,000 in excess thereof 100,000, and (ii) the requested borrowing date, date of the Borrowing (which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower). Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V ARTICLE IV is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Swingline (i) At any time an Auto Borrow Agreement is not in effect, each Borrowing of Swing Line Loans shall be made upon the requesting Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000 or a whole multiple of $10,000 in excess thereof 50,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received CHAR1\1858684v2 notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Lender) prior to 2:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Borrowing of Swing Line Loans (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the requesting Borrower either by wire transfer of such funds in immediately available fundsaccordance with instructions provided by the requesting Borrower to (and reasonably acceptable to) the Administrative Agent on or prior to the Closing Date or by wire transfer of such funds in accordance with subsequent instructions provided by the requesting Borrower to (and reasonably acceptable to) the Swing Line Lender by the requesting Borrower.

Borrowing Procedures. Each Swingline (i) At any time an Autoborrow Agreement is not in effect, each Borrowing of Swing Line Loans shall be made upon the a Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) by a Swing Line Loan Notice; provided, that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 p.m. 12:00 noon on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000 or a whole multiple and integral multiples of $10,000 100,000 in excess thereof thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Lender) prior to 1:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Borrowing of Swing Line Loans (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the applicable Borrower at its office by crediting the account of the applicable Borrower on the books of the Swing Line Lender in immediately available fundsSame Day Funds.

Borrowing Procedures. Each Swingline (i) At any time an Autoborrow Agreement is not in effect, each Borrowing of Swing Line Loans shall be made upon the BorrowerCompany’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000 or a whole multiple and integral multiples of $10,000 100,000 in excess thereof thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Lender) prior to 2:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Borrowing of Swing Line Loans (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower in immediately available fundsCompany.

Borrowing Procedures. Each Swingline At any time a Used Vehicle Autoborrow Agreement is not in effect, each Used Vehicle Floorplan Swing Line Borrowing and each conversion of Used Vehicle Floorplan Swing Line Loans from one type to the other shall be made upon the BorrowerCompany’s irrevocable notice to the Swingline Used Vehicle Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) by a Used Vehicle Floorplan Swing Line Loan Notice. Each such notice Used Vehicle Floorplan Swing Line Loan Notice must be received by the Swingline Used Vehicle Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case date of any Swingline Borrowing) with a copy conversion of Eurodollar Rate Loans to the Administrative AgentBase Rate Loans or of any conversion of Base Rate Loans to Eurodollar Rate Loans, and in each case shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $10,000 in excess thereof and 100,000, (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must Day and (iii) the Type of Used Vehicle Floorplan Swing Line Loan to be confirmed promptly by delivery borrowed or to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrowerwhich existing Used Vehicle Floorplan Swing Line Loans are to be converted. Promptly after receipt by the Swingline Used Vehicle Swing Line Lender of any telephonic Swingline Used Vehicle Floorplan Swing Line Loan Notice, the Swingline Used Vehicle Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Used Vehicle Floorplan Swing Line Loan Notice and, if not, the Swingline Used Vehicle Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Used Vehicle Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Used Vehicle Floorplan Lender) prior to 2:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Used Vehicle Floorplan Swing Line Borrowing (A) directing the Swingline Used Vehicle Swing Line Lender not to make such Swingline Used Vehicle Floorplan Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a2.12(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Used Vehicle Swing Line Lender will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Used Vehicle Floorplan Swing Line Loan Notice, make the amount of its Swingline Used Vehicle Floorplan Swing Line Loan available to the Borrower Company at its office by crediting the account of the Company on the books of the Used Vehicle Swing Line Lender in immediately available funds. If the Company fails to provide a timely Used Vehicle Floorplan Swing Line Loan Notice requesting a conversion of Eurodollar Rate Loans to Base Rate Loans, such Loans shall, subject to Article III, continue as Eurodollar Rate Loans. If the Company fails to specify a Type of Used Vehicle Floorplan Swing Line Loan in a Used Vehicle Floorplan Swing Line Loan Notice, then the applicable Used Vehicle Floorplan Swing Line Loan shall, subject to Article III, be made as a Eurodollar Rate Loan. (m) Clause (ii) of the second sentence of Section 2.15(b)(iii) of the Credit Agreement is hereby amended so that, as amended, such clause shall read as follows: and (ii) in the case of each Demonstrator, Rental Vehicle, and other mileaged New Vehicle, beginning with the first Automatic Debit Date occurring after the date such New Vehicle is Deemed To Be A Mileage Vehicle, monthly payments of 2% of the original amount of the New Vehicle Floorplan Loan relating to such New Vehicle, with the final payment for all amounts then outstanding under such New Vehicle Floorplan Loan due 24 months after the date such New Vehicle is Deemed Floored.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the BorrowerCompany’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $10,000 in excess thereof and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the BorrowerCompany. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Lender) prior to 2:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Company. Provided, however, if the Borrower and Swing Line Lender have entered into and there is currently in immediately available fundseffect an autoborrow arrangement in accordance with Swing Line Lender’s policies, then each Swing Line Borrowing shall be made in accordance with such autoborrow procedures.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agent, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole (and shall be an integral multiple of $10,000 in excess thereof 100,000) and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline relevant Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline relevant Swing Line Lender has received written notice (by telephone or in writing) from the Administrative Agent within one hour (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the Borrower’s notice requesting a Swingline proposed Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline 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 Article V ‎Section 4.03 is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)or waived, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, promptly by in any event not later than 2:00 5:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline 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 immediately available fundssuch Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans.

Borrowing Procedures. Each Swingline (a) Other than with respect to the Tranche B Term Loans, at least five (5) Business Days prior to any Applicable Funding Date (or such shorter period agreed by all of the Lenders), the Borrower shall deliver to the Administrative Agent an irrevocable Borrowing Notice in the form of Exhibit A signed by a duly authorized representative of the Borrower (which notice, if received by the Administrative Agent on a day that is not a Business Day or after 10:00 A.M. (Eastern time) on a Business Day, shall be made deemed to have been delivered on the next Business Day). Each Borrowing Notice shall be for at least a majority of the full amount of the applicable Commitment. If the full amount of the applicable Commitment is not drawn on the Applicable Funding Date, the remaining amount of such undrawn Commitment shall terminate. Notwithstanding the foregoing a Borrowing Notice other than with respect to the Tranche B Term Loan may state that such notice is conditional upon the Borrower’s irrevocable occurrence of some identifiable event or condition, in which case such Borrowing Notice may be revoked or delayed by the Borrower (by notice to the Swingline Lender and Administrative Agent on or prior to the Administrative Agent, which may be given by telephone. Each specified date of borrowing) if such notice must be received by the Swingline Lender condition is not satisfied or is postponed later than 1:00 p.m. on the requested expected borrowing date date, as applicable. (or such later time as b) With respect to the Swingline Lender Tranche B Term Loans, within three (3) Business Days after the satisfaction of the Applicable Funding Condition for Tranche B Term Loans, the Borrower shall agree be obligated to in the case of any Swingline Borrowing) with a copy deliver to the Administrative Agent, and shall specify (i) Agent an irrevocable Borrowing Notice for the full amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $10,000 in excess thereof and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour of the Borrower’s notice requesting a Swingline Borrowing (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied (a copy of which notice Commitments, and the Lenders shall be delivered simultaneously fund such Tranche B Term Loans to the Borrower within five (5) Business Days after receipt thereof (or shorter period agreed by all of the Administrative AgentLenders), then, subject to the terms and conditions hereof, the Swingline Lender will, promptly by in any event not later than 2:00 p.m. on the borrowing date specified in such Swingline Loan Notice, make the amount of its Swingline Loan available to the Borrower in immediately available funds.. 2.03

Borrowing Procedures. Each (i) At any time an Autoborrow Agreement is not in effect, Swingline Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Lender and the Joint Administrative Agent, which may be given by: (A) telephone or (B) a Swingline Loan Notice; provided that any telephonic notice must be confirmed immediately by telephonedelivery to the Swingline Lender and the Joint Administrative Agent of a Swingline Loan Notice. Each such notice Swingline Loan Notice must be received by the Swingline Lender and the Joint Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as the Swingline Lender shall agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agentdate, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $10,000 in excess thereof 100,000, and (ii) the requested borrowing date, date of the Borrowing (which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower). Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan Notice, the Swingline Lender will confirm with the Joint Administrative Agent (by telephone or in writing) that the Joint Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Joint Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Joint Administrative Agent within one hour (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the Borrower’s notice requesting a proposed Swingline Borrowing (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent)satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, promptly by in any event not later than 2:00 3:00 p.m. on the borrowing date specified in such Swingline Loan Notice, make the amount of its Swingline Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available funds.