Common use of Borrowing Procedures Clause in Contracts

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

Borrowing Procedures. Each Borrowing of Swing Line Loans Borrowing shall be made upon the Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000250,000 and integral multiples of $50,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, including a certification that such Borrowing complies with Section 2.04(a). Promptly after receipt by the applicable Swing Line Lender of any telephonic Swing Line Loan Notice, such the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans Borrowing (A) directing a the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the applicable Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower.

Borrowing Procedures. Each Borrowing In order to request a Swing Loan, the Borrower shall give to Agent a notice to be received not later than 11:00 a.m. on the day of Swing Line Loans the proposed Borrowing, which shall be made upon in a writing or in an Electronic Transmission substantially in the Borrower’s irrevocable notice to form of Exhibit 1.1(d) or such other form as approved by Agent (including any form on an electronic platform or electronic transmission system as shall be approved by Agent), appropriately completed and signed by a Responsible Officer of the applicable Swing Line Lender and the Administrative Agent, which may be given by telephoneBorrower (a “Swingline Request”). Each such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and Swingline Request shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each Agent shall promptly notify the Swingline Lender of the details of the requested Swing Loan. Upon receipt of such telephonic notice must be confirmed promptly by delivery Swingline Request and subject to the applicable Swing Line Lender and terms of this Agreement, the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, including a certification that such Borrowing complies with Section 2.04(a). Promptly after receipt by the applicable Swing Line Lender of any telephonic Swing Line Loan Notice, such Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice Swingline Request and, if not, such Swing Line the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans (A) directing a Swing Line the Swingline Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a)clause (d)(i)(x) above, or (B) that one or more of the applicable conditions specified in Article V II is not then satisfied, then, subject to the terms and conditions hereof, the applicable Swingline Lender may make a Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the BorrowerBorrower by making the proceeds thereof available to Agent and, in turn, Agent shall make such proceeds available to the Borrower on the date set forth in the relevant Swingline Request or Notice of Borrowing (which date may be the same date of the Swingline Request).

Borrowing Procedures. Each Borrowing of Swing Line Loans shall Borrowing may, in the Swing Line Lender’s discretion, be made upon the Lead Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 p.m. 11:00 a.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Lead Borrower, including a certification that such Borrowing complies with Section 2.04(a). Promptly after receipt by the applicable Swing Line Lender of any telephonic Swing Line Loan Notice, such the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) the Required Lenders prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans Borrowing (A) directing a the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the applicable Swing Line Lender willmay, not later than 3:00 4:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Domestic Borrowers either by (i) crediting the account of the Lead Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Swing Line Lender by the Lead Borrower; provided, however, that if, on the date of the proposed Swing Line Loan, there are L/C Borrowings outstanding with respect to the Domestic Borrowers, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Domestic Borrowers as provided above.

Borrowing Procedures. Each Borrowing of Swing Line Loans shall Borrowing may, in the Swing Line Lender’s discretion, be made upon the Lead Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Lead Borrower, including a certification that such Borrowing complies with Section 2.04(a). Promptly after receipt by the applicable Swing Line Lender of any telephonic Swing Line Loan Notice, such the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) the Required Lenders prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans Borrowing (A) directing a the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the applicable Swing Line Lender willmay, not later than 3:00 4:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrowers either by (i) crediting the account of the Lead Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Swing Line Lender by the Lead Borrower; provided, however, that if, on the date of the proposed Swing Line Loan, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrowers as provided above.

Borrowing Procedures. Each Swingline Borrowing of Swing Line Loans shall be made upon the Borrower’s irrevocable notice to the applicable Swing Line Swingline Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the applicable Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. 11:00 a.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,0001,000,000 and if in excess thereof, in integral multiples of $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 applicable Swing Line Swingline Lender and the Administrative Agent of a written Swing Line Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, including a certification that such Borrowing complies with Section 2.04(a)Officer. Promptly after receipt by the applicable Swing Line Swingline Lender of any telephonic Swing Line Swingline Loan Notice, such Swing Line the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Swingline Loan Notice and, if not, such Swing Line the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Swingline Borrowing of Swing Line Loans (A) directing a Swing Line the Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the applicable Swing Line Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the Borrower.

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

Borrowing Procedures. Each Borrowing of Swing Line Loans Borrowing shall be made upon the Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 2:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000500,000 and integral multiples of $100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, including a certification that such Borrowing complies with Section 2.04(a). Promptly after receipt by the applicable Swing Line Lender of any telephonic Swing Line Loan Notice, such the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 3:00 p.m. on the date of the proposed Borrowing of Swing Line Loans Borrowing (A) directing a the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.05(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the applicable Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

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

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

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

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

Borrowing Procedures. Each Borrowing of Swing Line Loans shall be made upon the applicable Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by: (A) telephone (in the case of Domestic Swing Line Loans only) or (B) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by telephonedelivery to the Administrative Agent of a Swing Line Loan Notice. Each such notice must be received by the applicable such Swing Line Lender and the Administrative Agent not later than (x) 1:00 p.m. on the requested borrowing datedate with respect to Domestic Swing Line Loans, (y) 11:00 a.m. (Sydney time) on the requested borrowing date with respect to Australian Swing Line Loans and (z) 1:00 p.m. (Toronto time) on the requested borrowing date with respect to Canadian Swing Line Loans, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of (A) with respect to Domestic Swing Line Loans, $100,000100,000 and integral multiples of $100,000 in excess thereof, (B) with respect to Canadian Swing Line Loans, C$100,000 and integral multiples of C$100,000 in excess thereof or (C) with respect to Australian Swing Line Loans, A$100,000 and integral multiples of A$100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, including a certification that such Borrowing complies with Section 2.04(a). Promptly after receipt by the applicable such Swing Line Lender of any telephonic Swing Line Loan Notice, such Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable such Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to (x) 2:00 p.m. on the date of the proposed Borrowing of Domestic Swing Line Loans, (y) 12:00 noon (Sydney time) on the requested borrowing date with respect to Australian Swing Line Loans and (z) 2:00 p.m. (Toronto time) on the requested borrowing date with respect to Canadian Swing Line Loans, (A) directing a such Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the applicable such Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the applicable Borrower. Notwithstanding the foregoing, however, in the event that an “auto borrow” or “zero balance” or similar arrangement shall then be in place with any Swing Line Lender, the Company shall request Swing Line Loans pursuant to such alternative notice arrangements, if any, provided thereunder or in connection therewith, and each Swing Line Loan advance shall be in such minimum amounts, if any, provided by such arrangement.

Borrowing Procedures. Each Borrowing of Swing Line Loans Borrowing shall be made upon the Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,0001,000,000 or a whole multiple of $100,000 in excess thereof), and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, including a certification that such Borrowing complies with Section 2.04(a). Promptly after receipt by the applicable Swing Line Lender of any telephonic Swing Line Loan Notice, such the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans Borrowing (A) directing a the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.03(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the applicable Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Borrowing of Swing Line Loans Borrowing shall be made upon the Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone(i) telephone or (ii) a Loan Notice. Each such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (iA) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (iiB) the requested borrowing date, which shall be a Business Day. Each such telephonic notice pursuant to this Section 2.04(a) must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, including a certification that such Borrowing complies with Section 2.04(a). Promptly after receipt by the applicable Swing Line Lender of any telephonic Swing Line Loan Notice, such the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans Borrowing (A1) directing a the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a)this Article II, or (B2) that one or more of the applicable conditions specified in Article V Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the applicable Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the BorrowerBorrower by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

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

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

Borrowing Procedures. (a) Each Borrowing of Swing Line Loans shall be made upon the Borrower’s irrevocable on notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the applicable Swing Line Lender and Borrower to the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) 11:00 a.m. on the amount to be borrowedsame Business Day, which shall be in the case of a minimum principal amount Borrowing of $100,000Base Rate Loans, and or (ii) 12:00 noon three (3) Business Days, in the requested borrowing datecase of a Borrowing of Eurocurrency Rate Loans, in each case prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, which shall be a Business Day, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurocurrency Rate Loans, (D) the initial Interest Period or Interest Periods for any Eurocurrency Rate Loans, (E) the Class of such proposed Borrowing, and (F) with respect to any Borrowing the proceeds of which will be used to fund a Restricted Payment subject to the satisfaction of the RP Conditions, an additional solvency representation and warranty of the Borrower and its Subsidiaries (taken as a whole) after giving effect to such Borrowing and the use of proceeds thereof. The Loans shall be made as Base Rate Loans, unless, subject to Section 2.14, the Notice of Borrowing specifies that all or a portion thereof shall be Eurocurrency Rate Loans. Each such telephonic Borrowing shall be in an aggregate amount of not less than $500,000 or an integral multiple of $100,000 in excess thereof. (b) The Administrative Agent shall give to each Appropriate Lender prompt notice must be confirmed promptly by delivery to the applicable Swing Line Lender and of the Administrative Agent Agent’s receipt of a written Swing Line Loan NoticeNotice of Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower, including a certification that such Borrowing complies with Section 2.04(a). Promptly after receipt by the applicable Swing Line Lender of any telephonic Swing Line Loan Notice, such Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if notEurocurrency Rate Loans are properly requested in such Notice of Borrowing, such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line interest rate determined pursuant to Section 2.14(a). Each Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 shall, before 1:00 p.m. on the date of the proposed Borrowing of Swing Line Loans (A) directing a Swing Line Lender not to Borrowing, make such Swing Line Loan as a result of the limitations set forth in the first proviso available to the first sentence Administrative Agent at its address referred to in Section 12.8, in Same Day Funds, such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 2.04(a)12.1) (i) on the Restatement Effective Date, or (B) that one or more of the applicable conditions specified set forth in Article V is not then satisfiedSection 4.1 and (ii) at any time (including the Restatement Effective Date), thenof the applicable conditions set forth in Section 4.2, and, subject to clause (c) below, after the terms and conditions hereofAdministrative Agent’s receipt of such funds, the applicable Swing Line Administrative Agent shall make such funds available to the Borrower as promptly as reasonably practicable. (c) Unless the Administrative Agent shall have received notice from a Lender willprior to the date of any proposed Borrowing that such Lender will not make available to the Administrative Agent such Lender’s Ratable Portion of such Borrowing (or any portion thereof), not later than 3:00 p.m. the Administrative Agent may assume that such Lender has made such Ratable Portion available to the Administrative Agent on the borrowing date specified of such Borrowing in accordance with this Section 2.2 and the Administrative Agent may, in reliance upon such Swing Line Loan Noticeassumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Ratable Portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of its Swing Line the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate for the first Business Day and thereafter at the interest rate applicable at the time to the Loans comprising such Borrowing. If such Lender shall repay to the Administrative Agent such corresponding amount, such corresponding amount so repaid shall constitute such Lender’s Loan available as part of such Borrowing for purposes of this Agreement. If the Borrower shall repay to the Administrative Agent such corresponding amount, such payment shall not relieve such Lender of any obligation it may have hereunder to the Borrower. (d) The failure of any Defaulting Lender to make on the date specified any Loan or any payment required by it, including any payment in respect of its participation in Swing Loans and Letter of Credit Obligations, shall not relieve any other Lender of its obligations to make such Loan or payment on such date but, except to the extent otherwise provided herein, no such other Lender shall be responsible for the failure of any Defaulting Lender to make a Loan or payment required under this Agreement. (e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten (10) Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to a Revolving Extension Amendment and/or a Term Extension Amendment, the number of Interest Periods otherwise permitted by this Section 2.2(e) shall increase by three (3) Interest Periods for each applicable Class so established.

Borrowing Procedures. Each Borrowing of Swing Line Loans Borrowing shall be made upon the Borrower’s Xxxxxxxxx’x irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,0001,000,000 or a whole multiple of $100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, including a certification that such Borrowing complies with Section 2.04(a)Xxxxxxxxx. Promptly after receipt by the applicable Swing Line Lender of any telephonic Swing Line Loan Notice, such the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans Borrowing (A) directing a the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.05(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the applicable Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to Xxxxxxxxx at its office by crediting the Borroweraccount of Xxxxxxxxx on the books of the Swing Line Lender in Same Day Funds.

Borrowing Procedures. Each Borrowing of Swing Line Loans Borrowing shall be made upon the Borrower’s 's irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, 250,000 and in integral multiples of $50,000 in excess thereof and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, including a certification that such Borrowing complies with Section 2.04(a). Promptly after receipt by the applicable Swing Line Lender of any telephonic Swing Line Loan Notice, such the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans Borrowing (A) directing a the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the applicable Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the BorrowerBorrower 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 Borrowing of Domestic Swing Line Loans Borrowing shall be made upon the BorrowerCompany’s irrevocable notice to the applicable Domestic Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the applicable Domestic Swing Line Lender and the Administrative Agent not later than 1:00 2:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000500,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the applicable Domestic Swing Line Lender and the Administrative Agent of a written Domestic Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, including a certification that such Borrowing complies with Section 2.04(a)Company. Promptly after receipt by the applicable Domestic Swing Line Lender of any telephonic Domestic Swing Line Loan Notice, such the Domestic Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Domestic Swing Line Loan Notice and, if not, such the Domestic Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Domestic Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 3:00 p.m. on the date of the proposed Borrowing of Domestic Swing Line Loans Borrowing (A) directing a the Domestic Swing Line Lender not to make such 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), 2.05(a)(i) or (B) that one or more of the applicable conditions specified in Article V Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the applicable Domestic Swing Line Lender will, not later than 3:00 4:00 p.m. on the borrowing date specified in such Domestic Swing Line Loan Notice, make the amount of its the requested Domestic Swing Line Loan available to the BorrowerCompany (x) at the Domestic Swing Line Lender’s office by crediting the account of the Company on the books of the Domestic Swing Line Lender in Same Day Funds or (y) by wire transfer of such funds in Same Day Funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Company.

Borrowing Procedures. Each Borrowing of Swing Line Loans Borrowing shall be made upon the Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,0001,000,000 or a whole multiple of $100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, including a certification that such Borrowing complies with Section 2.04(a). Promptly after receipt by the applicable Swing Line Lender of any telephonic Swing Line Loan Notice, such the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans Borrowing (A) directing a the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.03(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the applicable Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Borrowing of Swing Line Loans Borrowing shall be made upon the Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone. Each telephonic notice by the Borrower pursuant to this ‎Section 2.05 must be confirmed immediately by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each such notice Swing Line Loan Notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 2:00 p.m. on the requested borrowing datedate or such later time on the requested borrowing date as may be approved by the Swing Line Lender in its sole discretion, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, including a certification that such Borrowing complies with Section 2.04(a). Promptly after receipt by the applicable Swing Line Lender of any telephonic Swing Line Loan Notice, such the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Initial Revolving Credit Lender) prior to 2:00 3:30 p.m. on the date of the proposed Borrowing of Swing Line Loans Borrowing (A) directing a the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso provisos to the first sentence of Section 2.04(a‎Section 2.05(a), or (B) that one or more of the applicable conditions specified in Article V ‎Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the applicable Swing Line Lender will, not later than 3:00 4:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its their Swing Line Loan available to the Borrower.

Borrowing Procedures. Each Borrowing In the case of Loans other than Swing Line Loans shall be made upon Loans, by delivering the Borrower’s irrevocable notice appropriate Borrowing Request to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 2:00 p.m. on a Business Day, the requested borrowing dateapplicable Borrower may from time to time irrevocably request, on not less than one Business Day's notice in the case of Base Rate Loans, or three Business Days' notice in the case of Fixed Rate Loans, and in either case not more than five Business Days' notice, that a Borrowing be made, in the case of either Fixed Rate Loans or Base Rate Loans, in a minimum amount of either $1,000,000 (or, in the case of Canadian Loans denominated in Canadian Dollars, Cdn$1,000,000) and in an integral multiple of $100,000 (or, in the case of Canadian Loans denominated in Canadian Dollars, Cdn$100,000) or the unused amount of the applicable Commitment. On the terms and subject to the conditions of this Agreement, each Borrowing shall be comprised of the type of Loans, and shall specify (i) be made on the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, which shall be a Business Day, specified in such Borrowing Request. Each such telephonic notice must be confirmed promptly by delivery to In the applicable case of Loans other than Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, including a certification that such Borrowing complies with Section 2.04(a). Promptly after receipt by the applicable Swing Line Lender of any telephonic Swing Line Loan Notice, such Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans (A) directing a Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the applicable Swing Line Lender willLoans, not later than 3:00 2:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, Business Day each Lender that has a Commitment to make the Loans being requested shall deposit with the applicable Administrative Agent same day funds in an amount equal to such Lender's Percentage of its Swing Line Loan the requested Borrowing. Such deposit will be made to an account which the applicable Administrative Agent shall specify from time to time by notice to the applicable Lenders. To the extent funds are received from the Lenders, the applicable Administrative Agent shall promptly make such funds available to the Borrowerapplicable Borrower by wire transfer to the account such Borrower shall have specified in its Borrowing Request. No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loan.

Borrowing Procedures. Each At any time an Autoborrow Agreement is not in effect, each Swing Line Borrowing and each conversion of Swing Line Loans from one type to the other shall be made upon the BorrowerCompany’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing datedate or date of conversion of Eurodollar Rate Loans to Base Rate Loans or of any conversion of Base Rate Loans to Eurodollar Rate Loans, and in each case shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, which shall be a Business DayDay and (iii) the Type of Swing Line Loan to be borrowed or to which existing Swing Line Loans are to be converted. Each such telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, including a certification that such Borrowing complies with Section 2.04(a)Company. Promptly after receipt by the applicable Swing Line Lender of any telephonic Swing Line Loan Notice, such the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans Borrowing (A) directing a the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the applicable Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the BorrowerCompany 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 Borrowing of Swing Line Loans Borrowing shall be made upon the Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone. Each telephonic notice by the Borrower pursuant to this Section 2.05 must be confirmed immediately by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each such notice Swing Line Loan Notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 2:00 p.m. on the requested borrowing datedate or such later time on the requested borrowing date as may be approved by the Swing Line Lender in its sole discretion, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, including a certification that such Borrowing complies with Section 2.04(a). Promptly after receipt by the applicable Swing Line Lender of any telephonic Swing Line Loan Notice, such the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Initial Revolving Credit Lender) prior to 2:00 3:30 p.m. on the date of the proposed Borrowing of Swing Line Loans Borrowing (A) directing a the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso provisos to the first sentence of Section 2.04(a2.05(a), or (B) that one or more of the applicable conditions specified in Article V Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the applicable Swing Line Lender will, not later than 3:00 4:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its their Swing Line Loan available to the Borrower.

Borrowing Procedures. Each Borrowing of U.S. Swing Line Loans Borrowing shall be made upon the Specified U.S. Borrower’s irrevocable notice to the applicable U.S. Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the applicable U.S. Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, borrowed and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the applicable U.S. Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Specified U.S. Borrower, including a certification that such Borrowing complies with Section 2.04(a). Promptly after receipt by the applicable U.S. Swing Line Lender of any telephonic Swing Line Loan Notice, such the U.S. Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such the U.S. Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable U.S. Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any U.S. Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of U.S. Swing Line Loans Borrowing (A) directing a the U.S. Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.04(A)(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the applicable U.S. Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Specified U.S. Borrower.

Borrowing Procedures. Each Borrowing of Swing Line Loans Borrowing shall be made upon the Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 2:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal of $100,000 (and any amount in excess of $100,000 shall be an integral multiple of $100,000, ) and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, including a certification that such Borrowing complies with Section 2.04(a). Promptly after receipt by the applicable Swing Line Lender of any telephonic Swing Line Loan NoticeNotice (by telephone or in writing), such the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Multicurrency Revolving Credit Lender) prior to 2:00 3:00 p.m. on the date of the proposed Borrowing of Swing Line Loans Borrowing (A) directing a the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V Section 4.03 is not then satisfied, then, subject to the terms and conditions hereof, the applicable Swing Line Lender will, not later than 3:00 4:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower.

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

Borrowing Procedures. Each Borrowing of U.S. Swing Line Loans Borrowing shall be made upon the Specified U.S. Borrower’s irrevocable notice to the applicable U.S. Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the applicable U.S. Swing Line Lender and the Administrative Agent not later than 1:00 12:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, borrowed and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the applicable U.S. Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Specified U.S. Borrower, including a certification that such Borrowing complies with Section 2.04(a). Promptly after receipt by the applicable U.S. Swing Line Lender of any telephonic Swing Line Loan Notice, such the U.S. Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such the U.S. Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable U.S. Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any U.S. Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of U.S. Swing Line Loans Borrowing (A) directing a the U.S. Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.04(A)(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the applicable U.S. Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Specified U.S. Borrower. If a U.S. Swing Line Loan is requested at any time when any U.S. Appropriate Lender is a Defaulting Lender hereunder, so long as no Default or Event of Default shall have occurred and be continuing, such Defaulting Lender’s Applicable Percentage of such requested U.S. Swing Line Loan shall be automatically reallocated among the U.S. Appropriate Lenders that are not Defaulting Lenders in accordance with their respective Applicable Percentages but in any event not in excess of any non-Defaulting Lender’s U.S. Revolving Credit Commitment. To the extent that all or any portion of any Defaulting Lender’s Applicable Percentage of any U.S. Swing Line Loan requested hereunder cannot be reallocated to the non-Defaulting Lenders pursuant to the immediately preceding sentence, the U.S. Swing Line Lender shall not be obligated to fund such amount of any U.S. Swing Line Loan requested hereunder.

Borrowing Procedures. Each Borrowing of Swing Line Loans Borrowing shall be made upon the Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone. Each telephonic notice by the Borrower pursuant to this Section 2.05 must be confirmed immediately by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each such notice Swing Line Loan Notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 2:00 p.m. on the requested borrowing datedate or such later time on the requested borrowing date as may be approved by the Swing Line Lender in its sole discretion, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, including a certification that such Borrowing complies with Section 2.04(a). Promptly after receipt by the applicable Swing Line Lender of any telephonic Swing Line Loan Notice, such the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Initial Revolving Credit Lender) prior to 2:00 3:30 p.m. on the date of the proposed Borrowing of Swing Line Loans Borrowing (A) directing a the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso provisos to the first sentence of Section 2.04(a2.05(a), or (B) that one or more of the applicable conditions specified in Article V Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the applicable Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower.87

Borrowing Procedures. Each Borrowing of Swing Line Loans shall be made upon the Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by 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 applicable Swing Line Lender and the Administrative Agent not later than 1:00 3:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000100,000 and integral multiples of $100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to , and (iii) the applicable Type of Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, including a certification that such Borrowing complies with Section 2.04(a)Loans to be borrowed. Promptly after receipt by the applicable Swing Line Lender of any telephonic Swing Line Loan Notice, such the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 3:30 p.m. on the date of the proposed Borrowing of Swing Line Loans (A) directing a the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the applicable Swing Line Lender will, not later than 3:00 4:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower.

Borrowing Procedures. Each Borrowing of Swing Line Loans Borrowing shall be made upon the Parent Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone; provided, however, that the Swing Line Lender shall not be under any obligation to make a Swing Line Loan if any Revolving Lender is at such time a Defaulting Lender, unless such Revolving Lender or Parent Borrower shall have made arrangements satisfactory to the Swing Line Lender to eliminate the Swing Line Lender’s risk with respect to such Revolving Lender. Each such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000500,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, including a certification that such Borrowing complies with Section 2.04(a)Parent Borrower or the REIT Guarantor. Promptly after receipt by the applicable Swing Line Lender of any telephonic Swing Line Loan Notice, such the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans Borrowing (A) directing a the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a)this Article II, or (B) that one or more of the applicable conditions specified in Article V Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the applicable Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the BorrowerParent Borrower by crediting the account of the Parent Borrower on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Borrowing of Swing Line Loans Loan shall be made upon the Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by Borrower as to the matters that are required to be set out in a written Request for Swing Line Loan. Each such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 p.m. 10:00 a.m. on the requested borrowing dateday on which any such Swing Line Loan is to be made, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a written notice in the form of Exhibit D-1 hereto (or telephonic notice confirmed in writing in the form of Exhibit D-1 hereto) of the Swing Line Loan Notice(the “Swing Line Loan Request”), appropriately completed and signed by a Responsible Officer an authorized officer of the Borrower, including a certification that such Borrowing complies with Section 2.04(a). Promptly after receipt by the applicable Swing Line Lender of any telephonic Swing Line Loan NoticeRequest, such Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice Request and, if not, such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. 11:00 a.m. on the date of the proposed Borrowing of Swing Line Loans Loan (Ai) directing a Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a§2.16(a), or (Bii) that one or more of the applicable conditions specified in Article V §11 is not then satisfied, then, subject to the terms and conditions hereof, the applicable Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in will promptly make such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower.

Borrowing Procedures. Each Borrowing of Swing Line Loans Borrowing shall be made upon the relevant Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and 100,000 (ii) the requested borrowing date, which shall be a Business DayDay and (iii) the account of the relevant Borrower to be credited with the proceeds of such Swing Line Borrowing. Each such telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the relevant Borrower, including a certification that such Borrowing complies with Section 2.04(a). Promptly after receipt by the applicable Swing Line Lender of any telephonic Swing Line Loan Notice, such the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the such proposed Borrowing of Swing Line Loans Borrowing (A) directing a the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the applicable Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the relevant Borrower.

Borrowing Procedures. Each Used Vehicle Floorplan Swing Line Borrowing and each conversion of Used Vehicle Floorplan Swing Line Loans from one type to the other shall be made upon the BorrowerCompany’s irrevocable notice to the applicable Used Vehicle Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the applicable Used Vehicle Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing datedate or date of conversion of Eurodollar Rate Loans to Base Rate Loans or of any conversion of Base Rate Loans to Eurodollar Rate Loans, and in each case shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, which shall be a Business DayDay and (iii) the Type of Used Vehicle Floorplan Swing Line Loan to be borrowed or to which existing Used Vehicle Floorplan Swing Line Loans are to be converted. Each such telephonic notice must be confirmed promptly by delivery to the applicable Used Vehicle Swing Line Lender and the Administrative Agent of a written Used Vehicle Floorplan Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, including a certification that such Borrowing complies with Section 2.04(a)Company. Promptly after receipt by the applicable Used Vehicle Swing Line Lender of any telephonic Used Vehicle Floorplan Swing Line Loan Notice, such the Used Vehicle Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Used Vehicle Floorplan Swing Line Loan Notice and, if not, such the Used Vehicle Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Used Vehicle Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Used Vehicle Floorplan Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Used Vehicle Floorplan Swing Line Loans Borrowing (A) directing a the Used Vehicle Swing Line Lender not to make such Used Vehicle Floorplan Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.13(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the applicable Used Vehicle Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Used Vehicle Floorplan Swing Line Loan Notice, make the amount of its Used Vehicle Floorplan Swing Line Loan available to the BorrowerCompany 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.

Borrowing Procedures. (a) The Borrower shall request Advances hereunder by giving notice to the Administrative Agent of the proposed borrowing. Such notice (herein called a “Borrowing Request”) shall be in the form of Exhibit A. The Borrowing Request for the Initial Advance is permitted to have been prepared and delivered by the Borrower up to five (5) Business Days before the date of execution of this Loan Agreement such that the related Proposed Initial Advance Notice and Initial Advance Acceptance may be executed concurrently with this Loan Agreement. The Borrowing Request for the Initial Advance shall (i) specify the date and aggregate amount of the proposed Initial Advance, (ii) identify the Subject Policies proposed to be pledged hereunder in connection with the Initial Advance and confirm that the related Collateral Packages (taking into account the exceptions noted on Schedules V, VI, VIII, IX, X, XI, XII, XIII, XIV, XV, XVI, XVII, XVIII, XIX, XX and XXI to the Account Control Agreement) have been uploaded to the FTP Site and (iii) attach a Borrowing Base Certificate, signed by an officer of the Borrower or the Portfolio Administrator. (b) The Borrower may request an Ongoing Maintenance Advance hereunder by delivering a fully executed and completed Borrowing Request to the Administrative Agent. Each Borrowing Request for a proposed Ongoing Maintenance Advance shall (i) specify the date and aggregate amount of Swing Line Loans the proposed Ongoing Maintenance Advance and (ii) attach a Borrowing Base Certificate, signed by an officer of the Borrower or the Portfolio Administrator. The Borrowing Request for the initial Ongoing Maintenance Advance is permitted to have been prepared and delivered by the Borrower up to five (5) Business Days before the date of execution of this Loan Agreement such that the related Subsequent Advance Acceptance may be executed concurrently with this Loan Agreement. The Borrower shall not be made upon entitled to submit Borrowing Requests for, and the Lenders shall not be required to make, Ongoing Maintenance Advances on or after July 16, 2020. (c) In the event the Borrower desires an Additional Policy Advance, the Borrower shall notify the Administrative Agent of such desire in writing, which written notice shall identify the Additional Policies proposed to be pledged in connection with the making of such Additional Policy Advance and be accompanied by full and complete Collateral Packages for such Additional Policies. The Borrower shall not deliver any Borrowing Request with respect to a proposed Additional Policy Advance unless and until (i) it has wired the related Expense Deposit to the Administrative Agent’s Account following confirmation of the amount thereof and (ii) it has received written notice from the Administrative Agent confirming that the Administrative Agent and the Lenders have completed their due diligence with respect to the Additional Policies proposed to be pledged hereunder in connection with the making of such Additional Policy Advance, and indicating which Additional Policies, if any, will be accepted as Collateral hereunder and the estimated amounts that the Lenders will be willing to fund under this Loan Agreement with respect to such Additional Policies. After the Borrower’s irrevocable notice wiring of the related Expense Deposit to the applicable Swing Line Lender Administrative Agent’s Account and the Borrower’s receipt of such written notice from the Administrative Agent, which the Borrower may be given request an Additional Policy Advance hereunder with respect to such Additional Policies by telephonedelivering a fully executed and completed Borrowing Request to the Administrative Agent. Each Borrowing Request related to a proposed Additional Policy Advance shall (i) specify the date and aggregate amount of the proposed Additional Policy Advance, (ii) identify the Additional Policies proposed to be pledged hereunder in connection with such notice must Additional Policy Advance and confirm that the related Collateral Packages have been uploaded to the FTP Site, and (iii) attach a Borrowing Base Certificate, signed by an officer of the Borrower or the Portfolio Administrator. The Administrative Agent agrees that the Expense Deposit shall be received used solely by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on and the requested borrowing dateLenders for reasonable third-party out-of-pocket expenses incurred in connection with the review and evaluation of the Additional Policies identified in such Borrowing Request, and that any unused portion of the Expense Deposit shall specify be returned to the Borrower. The Lenders shall be under no obligation to make any Additional Policy Advance. The Lenders may make Additional Policy Advances in their sole and absolute discretion and may require additional documentation (iincluding opinions of counsel) and the amount satisfaction of conditions, including the payment of additional fees, all as determined by the Lenders in their sole and absolute discretion. The Borrower shall not be entitled to submit Borrowing Requests for Additional Policy Advances on or after July 16, 2020. (d) The Borrower hereby expressly authorizes the Portfolio Administrator to execute any Borrowing Base Certificates that are to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, which shall be a Business Daydelivered in connection with this Agreement. Each such telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, including a certification the Portfolio Administrator and the Guarantor hereby agrees that such Borrowing complies with Section 2.04(a). Promptly after receipt by the applicable Swing Line Lender of any telephonic Swing Line Loan Notice, such Swing Line Lender will confirm with neither the Administrative Agent (nor any Lender shall incur any liability to anyone in acting upon any signature, written instrument or notice purportedly signed by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) an officer of the contents thereof. Unless Borrower or the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans (A) directing a Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the applicable Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the BorrowerPortfolio Administrator.

Borrowing Procedures. Each Borrowing of Swing Line Loans Borrowing shall be made upon the Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 12:00 p.m. on the requested borrowing datedate or such later time on the requested borrowing date as may be approved by the Swing Line Lender in its sole discretion, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, including a certification that such Borrowing complies with Section 2.04(a). Promptly after receipt by the applicable Swing Line Lender of any telephonic Swing Line Loan Notice, such the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has have received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 1:30 p.m. on the date of the proposed Borrowing of Swing Line Loans Borrowing (A) directing a the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso provisos to the first sentence of Section 2.04(a2.05(a), or (B) that one or more of the applicable conditions specified in Article V Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the applicable Swing Line Lender will, not later than 3:00 2:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its their Swing Line Loan available to the Borrower.

Borrowing Procedures. Each Borrowing The provisions of Section 2.2 shall not apply to Borrowings of Swing Line Loans Loans. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 p.m. 2:00 P.M., Central time, on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000500,000 or whole multiples of $100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a written Swing Line Loan Noticeloan notice, appropriately completed and signed by a Responsible Officer of the Borrower, including a certification that such Borrowing complies with Section 2.04(a). Promptly after receipt by the applicable Swing Line Lender of any telephonic Swing Line Loan Noticeloan notice, such the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice loan notice and, if not, such the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. 3:00 P.M., Central time, on the date of the proposed Borrowing of Swing Line Loans Borrowing (A) directing a the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.15(a), or (B) that one or more of the applicable conditions specified in Article V 5 is not then satisfied, then, subject to the terms and conditions hereof, the applicable Swing Line Lender will, not later than 3:00 p.m. P.M., Central time, on the borrowing date specified in such Swing Line Loan Noticeloan notice, make the amount of its Swing Line Loan available to the Borrower.

Borrowing Procedures. Each Borrowing of Swing Line Loans Borrowing shall be made upon the Borrower’s Borrowers’ irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 p.m. 12:00 noon, on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum principal amount of $100,000, 100,000 or an integral multiple of $100,000 in excess thereof and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Loan NoticeBorrowing, appropriately completed and signed by a Responsible Officer of the BorrowerBorrowing Agent, including a certification that such Borrowing complies with Section 2.04(a)which notice may be delivered by facsimile. Promptly after receipt by the applicable Swing Line Lender of any telephonic Notice of Swing Line Loan NoticeBorrowing, such the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Loan Notice Borrowing and, if not, such the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. p.m., on the date of the proposed Borrowing of Swing Line Loans Borrowing (A) directing a the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V Section 3.02 is not then satisfied, then, subject to the terms and conditions hereof, the applicable Swing Line Lender will, not later than 3:00 p.m. 4:00 p.m., on the borrowing date specified in such Notice of Swing Line Loan NoticeBorrowing, make the amount of its Swing Line Loan available to the BorrowerBorrowers at its office by crediting the account of the Borrowers on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. (a) Each Borrowing Borrowing, each conversion of Swing Line Loans from one Type to the other, and each continuation of LIBOR Loans shall be made upon the Borrower’s Company's irrevocable notice to the applicable Swing Line Lender and the Administrative Paying Agent, which may be given by telephone. Each such notice must be received by the applicable Swing Line Lender and the Administrative Paying Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify 12:00 p.m. (i) three Business Days prior to the amount requested date of any Borrowing of, conversion to be borrowedor continuation of, which shall be a minimum principal amount LIBOR Loans or of $100,000any conversion of LIBOR Loans to Base Rate Loans, and (ii) on the requested borrowing date, which shall be a Business Daydate of any Borrowing of Base Rate Loans. Each such telephonic notice by the Company pursuant to this Section 2.2(a) must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Paying Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the BorrowerCompany. Each Borrowing of, including conversion to or continuation of LIBOR Rate Loans shall be in a certification that such principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof. Except as provided in Sections 2.3.3 and 2.4.3, each Borrowing complies of or conversion to Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $50,000 in excess thereof. Each Loan Notice (whether telephonic or written) shall specify (i) whether the Company is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of LIBOR Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with Section 2.04(a)respect thereto. Promptly after receipt by If the Company fails to specify a Type of a Loan in a Loan Notice or if the Company fails to give a timely notice requesting a conversion or continuation, then the applicable Swing Line Lender Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable LIBOR Loans. If the Company requests a Borrowing of, conversion to, or continuation of LIBOR Loans in any telephonic Swing Line Loan Notice, such Swing Line but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. (b) Following receipt of a Loan Notice, the Paying Agent shall promptly notify each Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request amount of any Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans (A) directing a Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more its Pro Rata Share of the applicable conditions specified in Article V Loans, and if no timely notice of a conversion or continuation is not then satisfied, then, subject to provided by the terms and conditions hereofCompany, the applicable Swing Line Paying Agent shall notify each Lender willof the details of any automatic conversion to Base Rate Loans as described in the preceding subsection. In the case of a Borrowing, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, each Lender shall make the amount of its Swing Line Loan available to the BorrowerPaying Agent in immediately available funds at the Paying Agent's Office not later than 2:00 p.m. on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 12.2 (and, if such Borrowing is the initial Credit Extension, Section 12.1), the Paying Agent shall make all funds so received available to the Company in like funds as received by the Paying Agent either by (i) crediting the account of the Company on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Paying Agent by the Company; provided, however, that if, on the date of a Borrowing of Revolving Loans, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings and second, shall be made available to the Company as provided above. (c) Except as otherwise provided herein, a LIBOR Loan may be continued or converted only on the last day of the Interest Period for such LIBOR Loan. During the existence of an Unmatured Event of Default or Event of Default, no Loans may be requested as, converted to or continued as LIBOR Loans without the consent of the Required Lenders. (d) The Paying Agent shall promptly notify the Company and the Lenders of the interest rate applicable to any Interest Period for LIBOR Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Paying Agent shall notify the Company and the Lenders of any change in Bank of America's prime rate used in determining the Base Rate promptly following the public announcement of such change. (e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than 5 Interest Periods in effect with respect to Revolving Loans.

Borrowing Procedures. Each Borrowing of Swing Line Loans shall be made upon the Borrower’s irrevocable notice to the applicable Swing Line Whenever Borrower desires an Advance, Borrower will notify Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed borrowing certificate certified by a Responsible Officer of the Borrower, including a certification that such (“Borrowing complies with Section 2.04(a). Promptly after receipt by the applicable Swing Line Lender of any telephonic Swing Line Loan Notice, such Swing Line Lender will confirm with the Administrative Agent Certificate”) no later than three (by telephone or in writing3) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) Business Days prior to 2:00 p.m. on the date of the proposed Advance, setting forth in reasonable detail, as of the date set forth on the Borrowing of Swing Line Loans Certificate, (A) directing a Swing Line schedule of all Accounts, (B) a schedule of Eligible Accounts setting forth the calculation of the Eligible Accounts on which such Advance is to be based and a calculation of the Advance requested in connection therewith (C) a schedule of all Inventory, (D) a schedule of Eligible Inventory setting forth the calculation of Eligible Inventory on which such Advance is to be based and the calculation of the Advance requested in connection therewith, together with copies of documentation evidencing the purchase and Cost of the Eligible Inventory on which such Advance is to be based, and (E) Borrower’s use of the Advance, which Borrowing Certificate shall in all respects be subject to Lender’s review and approval. In addition, Borrower shall furnish Lender not with a Borrowing Certificate weekly on each Tuesday, and, in addition, on the last Business Day of each month, in each case no later than 11:00 A.M. Pacific time, during the Term setting forth such information, irrespective of whether Xxxxxxxx has then requested an Advance. Lender shall be entitled to make such Swing Line Loan rely on any facsimile or electronic transmission of a Borrowing Certificate given by a person who Lender reasonably believes to be a Responsible Officer, and Borrower shall indemnify and hold Lender harmless for any damages or loss suffered by Xxxxxx as a result of the limitations set forth such reliance. The funding of each Advance shall be made in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of accordance with the applicable conditions specified Borrowing Certificate as approved by Lender in Article V is not then satisfied, then, subject to the terms and conditions hereof, the applicable Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrowersole discretion.

Borrowing Procedures. Each Borrowing of Swing Line Loans Borrowing shall be made upon the Company’s or a Designated Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which which, in the case of a Swing Line Borrowing denominated in Dollars, 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 (provided that the lack of such prompt confirmation shall not affect the conclusiveness or binding effect of such telephonic notice). Each such notice Swing Line Loan Notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 p.m. 12:00 noon (London Time, in the case of a Swing Line Borrowing denominated in an Offshore Currency) (i) on the requested borrowing dateBorrowing date (or at such later time of day as the Swing Line Lender may agree in a particular instance in its sole discretion) for Dollars, (ii) on the date two (2) Business Days prior to the requested Borrowing date (or upon such shorter notice period or at such later time of day as the Swing Line Lender may agree in a particular instance in its sole discretion) for Canadian Dollars, euro, British Pounds Sterling, Swiss Francs, Japanese Yen, Australian Dollars or New Zealand Dollars and (iii) on the date four (4) Business Days prior to the requested Borrowing date (or upon such shorter notice period or at such later time of day as the Swing Line Lender may agree in a particular instance in its sole discretion) for any other Letter of Credit and Swing Line Offshore Currency, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of the Dollar Equivalent Amount of $100,000500,000 and integral multiples of $100,000 in excess thereof, (ii) whether such Swing Line Loan is to be advanced in Dollars or in a Letter of Credit and Swing Line Offshore Currency, and, if in a Letter of Credit and Swing Line Offshore Currency, the applicable Letter of Credit and Swing Line Offshore Currency, and (iiiii) the requested borrowing Borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly Promptly after receipt by delivery to the applicable Swing Line Lender and the Administrative Agent of a written any Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, including a certification that such Borrowing complies with Section 2.04(a). Promptly after receipt by the applicable Swing Line Lender of any telephonic Swing Line Loan Notice, such Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 1:00 p.m. on the date of the proposed Borrowing of Swing Line Loans Borrowing (A) directing a the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.05(a), or (B) that one or more of the applicable conditions specified in Article V Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the applicable Swing Line Lender will, not later than 3:00 2:00 p.m. on the borrowing Borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Company or the applicable Designated Borrower at its office by crediting the account of the Company or such Designated Borrower as designated by the Company or such Designated Borrower, as applicable, in Same Day Funds. Part III of Schedule 1.01C summarizes the protocols for Borrowings of Swing Line Loans.

Borrowing Procedures. Each Borrowing The Borrower shall request the full amount of Swing Line Loans shall be made upon the Borrower’s irrevocable Delayed Draw Term Loan or a portion thereof by written notice (or telephonic notice promptly confirmed in writing) to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 p.m. P.M. (Charlotte, North Carolina time) on the Business Day prior to the date of the requested borrowing datein the case of Base Rate Loans, and on the third Business Day prior to the date of the requested borrowing in the case of Eurodollar Loans. Each such request for borrowing shall be irrevocable and shall specify (i) that the amount to be borrowedfunding of a Delayed Draw Term Loan is requested, which shall be a minimum principal amount of $100,000, and (ii) the date of the requested borrowing date, (which shall be a Business Day), (iii) the aggregate principal amount to be borrowed, and (iv) whether the funding of the Delayed Draw Term Loan shall be comprised of Base Rate Loans, Eurodollar Loans or a combination thereof, and if Eurodollar Loans are requested, the Interest Period(s) therefor. Each If the Borrower shall fail to specify in any such telephonic notice must be confirmed promptly by delivery to Notice of Borrowing (I) an applicable Interest Period in the applicable Swing Line Lender and the Administrative Agent case of a written Swing Line Loan NoticeEurodollar Loan, appropriately completed and signed by then such notice shall be deemed to be a Responsible Officer request for an Interest Period of the Borrower, including a certification that such Borrowing complies with Section 2.04(a). Promptly after receipt by the applicable Swing Line Lender of any telephonic Swing Line Loan Notice, such Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans (A) directing a Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a)one month, or (BII) that one or more the type of Delayed Draw Term Loan requested, then such notice shall be deemed to be a request for a Base Rate Loan hereunder. The Administrative Agent shall give notice to each affected Lender promptly upon receipt of each Notice of Borrowing pursuant to this Section 2.5(b), the contents thereof and each such Lender's share of any borrowing to be made pursuant thereto. Each Lender shall make its Delayed Draw Term Loan Commitment Percentage of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the applicable Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Delayed Draw Term Loan available to the BorrowerAdministrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Schedule 2.1(a), or at such other office as the Administrative Agent may designate in writing, by 1:00 P.M. (Charlotte, North Carolina time) on the date specified in the applicable Notice of Borrowing in Dollars and in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent by crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to 38 44 the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

Borrowing Procedures. Each Borrowing of Swing Line Loans Borrowing shall be made upon the BorrowerCompany’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent (and the applicable European office of the Administrative Agent, in the case of Swing Line Loans denominated in Euros), which may be given by telephone(A) telephone (provided telephonic notice shall not be permitted unless (i) the applicable Swing Line Loans are denominated in Dollars, (ii) the applicable Swing Line Lender has expressly consented to telephonic notices in writing and (iii) such telephonic notice is delivered pursuant to the standard procedures of the applicable Swing Line Lender, and such other procedures as may be communicated to the Company by the applicable Swing Line Lender) or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to such Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 p.m. (Applicable Time) (or 10:00 a.m. London time, in the case of Swing Line Loans denominated in Euros) on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of the equivalent of $100,000250,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, including a certification that such Borrowing complies with Section 2.04(a). Promptly after receipt by the applicable any Swing Line Lender of any permitted telephonic Swing Line Loan Notice, such Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. (Applicable Time) on the date of the proposed Borrowing of Swing Line Loans Borrowing (A) directing a such Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the applicable Swing Line Lender will, not later than 3:00 p.m. (Applicable Time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the BorrowerCompany.

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

Borrowing Procedures. (a) Borrower may, from time to time, request Lender to make Revolving Loan Advances. Subject to the provisions of Section 8.1 of this Agreement, and provided that there does not then exist a Default or an Event of Default, Lender shall fund Borrower's request for Revolving Loan Advances as follows: (i) by the close of business on the Business Day such request is received if the request is received prior to 10:00 a.m. east coast time; and (ii) by the close of the next Business Day if the request is received after that time. (b) Each Borrowing of Swing Line Loans request for a Revolving Loan Advance shall be made upon the Borrower’s irrevocable notice by transmission to the applicable Swing Line Lender of a Notice of Borrowing and the Administrative Agentshall, which may if requested by Lender or required pursuant to Section 6.7, be given accompanied by telephone. Each such notice must be received by the applicable Swing Line Lender a complete and the Administrative Agent not later than 1:00 p.m. on the requested borrowing dateaccurate Borrowing Base Certificate, and shall specify be confirmed by Borrower with Lender by telephone; provided, that Lender shall at any time have the right to review and adjust, in the exercise of its reasonable discretion, any calculation set forth in the Borrowing Base Certificate or the Notice of Borrowing (i) to reflect Lender's reasonable estimate of declines in value of any of the amount to be borrowed, which shall be a minimum principal amount of $100,000Collateral described in such Borrowing Base Certificate, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the applicable Swing Line extent such calculation is not in accordance with this Agreement. Borrower shall make no more than three (3) requests for Revolving Loan Advances per calendar week. (c) Borrower shall reimburse Lender and the Administrative Agent of hold Lender harmless from any loss or expense that Lender may sustain or incur as a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer consequence of the Borrowerfailure of Borrower to borrow additional Loans after Borrower has requested (or is deemed to have requested) such additional Loans, including a certification that any such Borrowing complies with Section 2.04(a). Promptly after receipt by the applicable Swing Line Lender of any telephonic Swing Line Loan Notice, such Swing Line Lender will confirm with the Administrative Agent (by telephone loss or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) expense arising from the Administrative Agent (including at liquidation or re-employment of funds obtained by Lender to maintain the request of any Lender) prior Loans or from fees payable to 2:00 p.m. on terminate the date of the proposed Borrowing of Swing Line Loans (A) directing a Swing Line Lender not to make deposits from which such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the applicable Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrowerfunds were obtained.

Borrowing Procedures. Each Borrowing of Swing Line Loans Borrowing shall be made upon the applicable Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than (x) 1:00 p.m. (local time), in respect of any U.S. Swing Line Loan, and (y) 10:30 a.m. (London time), in respect of any U.K. Swing Line Loan, in each case, on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000500,000, in the case of any U.S. Swing Line Loan, and $5,000,000 (or the Equivalent thereof in the applicable foreign currency), in the case of any U.K. Swing Line Loan, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the applicable Borrower, including a certification that such Borrowing complies with Section 2.04(a). Promptly after receipt by the applicable Swing Line Lender of any telephonic Swing Line Loan Notice, such the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. (local time) on the date of the proposed Borrowing of Swing Line Loans Borrowing (A) directing a the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the applicable Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the applicable Borrower.

Borrowing Procedures. (a) Subject to the provisions of Section 8.1 of this Agreement, and provided that there does not then exist a Default or an Event of Default, Borrower may, from time to time, request that Lender make Revolving Loan Advances to Borrower in accordance with the terms of this Agreement. Lender shall fund Borrower's request for Revolving Loan Advances as follows: (i) by the close of business on the day such request is received if the request is received prior to 2:00 p.m. East Coast time; and (ii) by the close of the next Business Day if the request is received after that time. (b) Each Borrowing of Swing Line Loans request for a Revolving Loan Advance shall be made upon the Borrower’s irrevocable notice by transmission to the applicable Swing Line Lender of a Notice of Borrowing and the Administrative Agentshall, which may if requested by Lender or required pursuant to Section 6.7, be given accompanied by telephone. Each such notice must be received by the applicable Swing Line Lender a complete and the Administrative Agent not later than 1:00 p.m. on the requested borrowing dateaccurate Borrowing Base Certificate, and shall specify be confirmed by Borrower with Lender by telephone; provided, that Lender shall at any time have the right to review and adjust, in the exercise of its reasonable discretion, any calculation set forth in the Borrowing Base Certificate or the Notice of Borrowing (i) to reflect Lender's reasonable estimate of declines in value of any of the amount to be borrowed, which shall be a minimum principal amount of $100,000Collateral described in such Borrowing Base Certificate, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the applicable Swing Line extent such calculation is not in accordance with this Agreement. Borrower shall make no more than two (2) requests for Revolving Loan Advances per calendar week. (c) Borrower shall reimburse Lender and the Administrative Agent of hold Lender harmless from any loss or expense that Lender may sustain or incur as a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer consequence of the Borrowerfailure of Borrower to borrow additional Loans after Borrower has requested (or is deemed to have requested) such additional Loans, including a certification that any such Borrowing complies with Section 2.04(a). Promptly after receipt by the applicable Swing Line Lender of any telephonic Swing Line Loan Notice, such Swing Line Lender will confirm with the Administrative Agent (by telephone loss or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) expense arising from the Administrative Agent liquidation or re-employment of funds obtained by Lender to maintain the Loans or from fees payable to terminate the deposits from which such funds were obtained. (including at d) It is expressly understood and agreed that Lender intends to use the request of any Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans (A) directing a Swing Line Lender not to make such Swing Line Loan Base as a result of maximum ceiling on Revolving Loan Advances to Borrower; provided, however, that it is agreed that should the limitations Revolving Loan Advances ever exceed the ceiling so determined or any other limitation set forth in this Agreement, such Revolving Loan Advances shall nevertheless constitute Obligations secured by the first proviso Security Interest of Lender and, as such, shall be entitled to all benefits thereof and security therefor. Under the first sentence of Section 2.04(a)Revolving Credit Facility, or (B) that one or more of Borrower from time to time may borrow, repay, prepay and reborrow the applicable conditions specified in Article V is not then satisfied, then, subject Revolving Loan Advances pursuant to the terms and conditions hereof, the applicable Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrowerthis Agreement.

Borrowing Procedures. Each Borrowing Borrower shall request each Revolving Credit Advance by written notice to Lender substantially in the form of Swing Line Loans Exhibit A (each a "Notice of Revolving Credit Advance") given no later than 10:00 am (pacific time) on the Business Day of the proposed advance. A Notice of Revolving Credit Advance received by Lender after 10:00 am (pacific time) shall be made upon the Borrower’s irrevocable notice deemed to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be have been received by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing datenext Business Day. Lender shall be fully protected under this Agreement in relying upon, and shall specify be entitled to rely upon, (i) the amount any Notice of Revolving Credit Advance believed by Lender to be borrowed, which shall be a minimum principal amount of $100,000genuine, and (ii) the requested borrowing dateassumption that the Persons making electronic requests or executing and delivering a Notice of Revolving Credit Advance were duly authorized, which unless the responsible individual acting thereon for Lender shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery have actual knowledge to the applicable Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the contrary. As an accommodation to Borrower, including Lender may permit telephonic, electronic or facsimile requests for a certification that such Borrowing complies with Section 2.04(a). Promptly after receipt Revolving Credit Advance and electronic or facsimile transmittal of instructions, authorizations, agreements or reports to Lender by the applicable Swing Line Lender of any telephonic Swing Line Loan Notice, such Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereofBorrower. Unless the applicable Swing Line Borrower specifically directs Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans (A) directing a Swing Line Lender writing not to make such Swing Line Loan accept or act upon telephonic, facsimile or electronic communications from Borrower, Lender shall have no liability to Borrower for any loss or damage suffered by Borrower as a result of Lender's honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically, by facsimile or electronically and purporting to have been sent to Lender by Borrower and Lender shall have no duty to verify the limitations set forth in origin of any such communication or the first proviso to the first sentence of Section 2.04(a), identity or (B) that one or more authority of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the applicable Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the BorrowerPerson sending it.

Borrowing Procedures. Each Borrowing of Euro Swing Line Loans shall be made upon the German Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) by a Committed Loan Notice; provided, that, any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Committed Loan Notice. Each such notice Notice of Borrowing must be received by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (London time) on the requested borrowing dateBorrowing Date, and shall specify (i1) the amount to be borrowed, which shall be a CHAR1\1826719v3 minimum principal amount of $100,000€500,000, and (ii2) the requested borrowing dateBorrowing Date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, including a certification that such Borrowing complies with Section 2.04(a). Promptly after receipt by the applicable Swing Line Lender of any telephonic Swing Line Committed Loan Notice, such the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Committed Loan Notice and, if not, such the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 12:00 p.m. (London time) on the date of the proposed Borrowing of Euro Swing Line Loans (A) directing a the Swing Line Lender not to make such Euro Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a)2.01(d)(i) of the Credit Agreement, or (B) that one or more of the applicable conditions specified in Article V Section 4 of the Credit Agreement is not then satisfied, then, subject to the terms and conditions hereof, the applicable Swing Line Lender will, not later than 3:00 1:00 p.m. (London time) on the borrowing date Borrowing Date specified in such Swing Line Committed Loan Notice, make the amount of its Euro Swing Line Loan available to the German Borrower.

Borrowing Procedures. (i) Each Borrowing of Swing Line Loans borrowing hereunder shall be made upon the Borrower’s by an irrevocable notice written request by an Authorized Person delivered to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephoneLender. Each such Such notice must be received by the applicable Swing Line Lender and the Administrative Agent not no later than 1:00 p.m. 10:00 a.m. (California time) on the Business Day that is the requested borrowing date, and shall specify Funding Date specifying (iA) the amount to be borrowed, which shall be a minimum principal amount of $100,000such borrowing, and (iiB) the requested borrowing dateFunding Date, which shall be a Business Day. Each At Lender’s election, in lieu of delivering the above-described written request, any Authorized Person may give Lender telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice must will be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer in writing within 24 hours of the Borrowergiving of such telephonic notice, including a certification that but the failure to provide such Borrowing complies with Section 2.04(a). Promptly after receipt by written confirmation shall not affect the applicable Swing Line Lender of any telephonic Swing Line Loan Notice, such Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) validity of the contents thereof. Unless the applicable Swing Line request. (ii) If Lender has received notice (by telephone or a timely request for a borrowing in writing) from accordance with the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans (A) directing a Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso provisions hereof, and subject to the first sentence of Section 2.04(a), or (B) that one or more satisfaction of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereofset forth herein, Lender shall make the proceeds of the borrowing available to Borrower on the applicable Swing Line Funding Date by transferring available funds equal to such proceeds to Borrower’s Designated Account. Borrower agrees to establish and maintain the Designated Account with the Account Bank for the purpose of receiving the proceeds of the Advances requested by Borrower and made by Lender willhereunder. Unless otherwise agreed by Lender and Borrower, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available any Advance requested by Borrower and made by Lender hereunder shall be made to the BorrowerDesignated Account.

Borrowing Procedures. (a) The SPV (or the Servicer on its behalf) shall request a Loan hereunder by submitting to each Administrator by 12:00 noon (Chicago, Illinois time) a written notice, substantially in the form of Exhibit D (each, a “Borrowing Request”) at least two (2) Business Days prior to the date of the proposed Loan (each, a “Borrowing Date”) (or such lesser period of time as such Administrator may consent). With respect to any Conduit Lender, the SPV (or the Servicer on its behalf) may only request a Loan which bears interest at a rate equal to the CP Rate plus the Applicable Margin unless the Administrator of such Conduit Lender consents in writing to a Loan bearing interest at any other Rate Type. If such Conduit Lender does not fund a Loan that bears interest at a rate equal to the CP Rate plus the Applicable Margin, such Conduit Lender shall fund such Loan through a Liquidity Bank pursuant to a Liquidity Agreement at (i) the Non-Default Liquidity Rate plus (ii) the Applicable Margin. Notwithstanding anything contained herein to the contrary, no Conduit Lender shall be required to fund any Loan through the issuance of Commercial Paper. (b) Each Borrowing of Swing Line Loans shall be made upon the Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall Request shall: (A) specify (i) the amount to be borrowed, which shall be a minimum principal desired amount of $100,000, the requested Loan and (ii) the requested borrowing date, desired Borrowing Date (which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender ) and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, including a certification that such Borrowing complies with Section 2.04(a). Promptly after receipt by the applicable Swing Line Lender of any telephonic Swing Line Loan Notice, such Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans (A) directing a Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more confirm, by delivery of the applicable conditions specified in Article V is not then satisfieda Borrowing Base Certificate, thenthat, subject after giving effect to the terms proposed Loan, there will be no Borrowing Base Deficit as contemplated in Section 2.1(c). Any Borrowing Request given by the SPV (or the Servicer on its behalf) pursuant to this Section 2.2 shall be irrevocable and conditions hereof, the applicable Swing Line Lender will, not later than 3:00 p.m. binding on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the BorrowerSPV.

Borrowing Procedures. Each Borrowing of Swing Line Loans shall be made upon the Borrower’s 's irrevocable notice (from a Borrowing Officer) to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000250,000 and integral multiples of $100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Borrowing Officer of the Borrower, including a certification that such Borrowing complies with Section 2.04(a). Promptly after receipt by the applicable Swing Line Lender of any telephonic Swing Line Loan Notice, such the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans (A) directing a the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the applicable Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower.

Borrowing Procedures. Each Borrowing of Swing Line Loans Borrowing shall be made upon the Borrower’s 's irrevocable notice to the applicable 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 applicable Swing Line Lender and the Administrative Agent not later than 1:00 3:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, including a certification that such Borrowing complies with Section 2.04(a). Promptly after receipt by the applicable Swing Line Lender of any telephonic Swing Line Loan Notice, such the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 5:00 p.m. on the date of the proposed Borrowing of Swing Line Loans Borrowing (A) directing a the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the applicable Swing Line Lender will, not later than 3:00 5:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower.

Borrowing Procedures. Each Borrowing of Swing Line Loans Borrowing shall be made upon the Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 p.m. 11:00 a.m., Houston, Texas time on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000100,000 or any whole multiple of $100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, including a certification that such Borrowing complies with Section 2.04(a). Promptly after receipt by the applicable Swing Line Lender of any telephonic Swing Line Loan Notice, such the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. 3:00 p.m., Houston, Texas time on the date of the proposed Borrowing of Swing Line Loans Borrowing (A) directing a the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.12(a), or (B) that one or more of the applicable conditions specified in Article V Section 6.02 is not then satisfied, thenor (C) any Lender is at such time a Defaulting Lender hereunder (unless the Swing Line Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Swing Line Lender’s risk with respect to such Lender), then subject to the terms and conditions hereof, the applicable Swing Line Lender will, not later than 3:00 p.m. 5:00 p.m., Houston, Texas time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the BorrowerBorrower by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Borrowing of Swing Line Loans Borrowing shall be made upon the Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone; provided, however, that the Swing Line Lender shall not be under any obligation to make a Swing Line Loan if any Lender is at such time an Impacted Lender or a Defaulting Lender, whether on account of a failure to fund its obligations under Section 2.04(b)(ii) or otherwise, unless such Lender or the Borrower shall have provided Adequate Assurance. Each such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 2:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, including a certification that such Borrowing complies with Section 2.04(a). Promptly after receipt by the applicable Swing Line Lender of any telephonic Swing Line Loan Notice, such the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans Borrowing (A) directing a the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a)this Article II, or (B) that one or more of the applicable conditions specified in Article V Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the applicable Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the BorrowerBorrower by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Borrowing of Swing Line Loans Borrowing shall be made -------------------- upon the Borrower’s 's irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 p.m. 11:00 a.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,0001,000,000, or an integral multiple of $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 applicable Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, including a certification that Borrower (or any individual designated by such Borrowing complies with Section 2.04(aResponsible Officer in writing to the Administrative Agent). Promptly after receipt by the applicable Swing Line Lender of any telephonic Swing Line Loan Notice, such the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. 12:00 noon on the date of the proposed Borrowing of Swing Line Loans Borrowing (A) directing a the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the --------------- applicable conditions specified in Article V IV is not then satisfied, then, ---------- subject to the terms and conditions hereof, the applicable Swing Line Lender will, not later than 3:00 2:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the BorrowerBorrower 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 Borrowing of Swing Line Loans Borrowing shall be made upon the Borrower’s SEI's irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, which shall be a Business Day, and (iii) the Borrower to whom such Swing Line Loan is to be made (subject to the applicable PR Borrowing Limit). Each such telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, including a certification that such Borrowing complies with Section 2.04(a)SEI. Promptly after receipt by the applicable Swing Line Lender of any telephonic Swing Line Loan Notice, such the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans Borrowing (A) directing a the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.05(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the applicable Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the applicable Borrower.

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

Borrowing Procedures. Each Borrowing of Swing Line Loans Borrowing shall be made upon the Borrower’s Borrowers’ irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 p.m. 12:00 noon, on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum principal amount of $100,000, 100,000 or an integral multiple of $100,000 in excess thereof and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Loan NoticeBorrowing, appropriately completed and signed by a Responsible Officer of the BorrowerBorrowing Agent, including a certification that such Borrowing complies with Section 2.04(a)which notice may be delivered by facsimile. Promptly after receipt by the applicable Swing Line Lender of any telephonic Notice of Swing Line Loan NoticeBorrowing, such the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Loan Notice Borrowing and, if not, such the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. p.m., on the date of the proposed Borrowing of Swing Line Loans Borrowing (A) directing a the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V Section 3.03 is not then satisfied, then, subject to the terms and conditions hereof, the applicable Swing Line Lender will, not later than 3:00 p.m. 4:00 p.m., on the borrowing date specified in such Notice of Swing Line Loan NoticeBorrowing, make the amount of its Swing Line Loan available to the BorrowerBorrowers at its office by crediting the account of the Borrowers on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. (a) Each Borrowing Borrowing, each conversion of Swing Line Loans from one Type to the other, and each continuation of LIBOR Loans shall be made upon the BorrowerCompany’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify 12:00 p.m. (i) three Business Days prior to the amount requested date of any Borrowing of, conversion to be borrowedor continuation of, which shall be a minimum principal amount LIBOR Loans or of $100,000any conversion of LIBOR Loans to Base Rate Loans, and (ii) on the requested borrowing date, which shall be a Business Daydate of any Borrowing of Base Rate Loans. Each such telephonic notice by the Company pursuant to this Section 2.2(a) must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the BorrowerCompany. Each Borrowing of, including conversion to or continuation of LIBOR Rate Loans shall be in a certification that such principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof. Except as provided in Sections 2.3.3 and 2.4.3, each Borrowing complies of or conversion to Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $50,000 in excess thereof. Each Loan Notice (whether telephonic or written) shall specify (i) whether the Company is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of LIBOR Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with Section 2.04(a)respect thereto. Promptly after receipt by If the Company fails to specify a Type of a Loan in a Loan Notice or if the Company fails to give a timely notice requesting a conversion or continuation, then the applicable Swing Line Lender Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable LIBOR Loans. If the Company requests a Borrowing of, conversion to, or continuation of LIBOR Loans in any telephonic Swing Line Loan Notice, such Swing Line Lender but fails to specify an Interest Period, it will confirm with be deemed to have specified an Interest Period of one month. (b) Following receipt of a Loan Notice, the Administrative Agent (shall promptly notify each Lender of the amount of its Pro Rata Share of the applicable Loans, and if no timely notice of a conversion or continuation is provided by telephone or in writing) that the Company, the Administrative Agent has also received such Swing Line Loan Notice and, if not, such Swing Line shall notify each Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request details of any Lender) prior automatic conversion to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Base Rate Loans (A) directing a Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth described in the first proviso to preceding subsection. In the first sentence case of Section 2.04(a)a Borrowing, or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the applicable Swing Line each Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, shall make the amount of its Swing Line Loan available to the BorrowerAdministrative Agent in immediately available funds at the Administrative Agent’s Office not later than 2:00 p.m. on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 12.2 (and, if such Borrowing is the initial Credit Extension, Section 12.1), the Administrative Agent shall make all funds so received available to the Company in like funds as received by the Administrative Agent either by (i) crediting the account of the Company on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Company; provided, however, that if, on the date of a Borrowing of Revolving Loans, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings and second, shall be made available to the Company as provided above. (c) Except as otherwise provided herein, a LIBOR Loan may be continued or converted only on the last day of the Interest Period for such LIBOR Loan. During the existence of an Unmatured Event of Default or Event of Default, no Loans may be requested as, converted to or continued as LIBOR Loans without the consent of the Required Lenders. (d) The Administrative Agent shall promptly notify the Company and the Lenders of the interest rate applicable to any Interest Period for LIBOR Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Company and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. (e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than 5 Interest Periods in effect with respect to Revolving Loans.

Borrowing Procedures. Each Borrowing of Swing Line Loans Loan shall be made upon the Borrower’s 's irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by Borrower as to the matters that are required to be set out in a written Request for Swing Line Loan. Each such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 p.m. 10:00 a.m. on the requested borrowing dateday on which any such Swing Line Loan is to be made, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a written notice in the form of Exhibit D-1 hereto (or telephonic notice confirmed in writing in the form of Exhibit D-1 hereto) of the Swing Line Loan Notice(the "Swing Line Loan Request"), appropriately completed and signed by a Responsible Officer an authorized officer of the Borrower, including a certification that such Borrowing complies with Section 2.04(a). Promptly after receipt by the applicable Swing Line Lender of any telephonic Swing Line Loan NoticeRequest, such Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice Request and, if not, such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. 11:00 a.m. on the date of the proposed Borrowing of Swing Line Loans Loan (Ai) directing a Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a§2.16(a), or (Bii) that one or more of the applicable conditions specified in Article V §11 is not then satisfied, then, subject to the terms and conditions hereof, the applicable Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in will promptly make such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower.

Borrowing Procedures. Each Borrowing of Swing Line Loans Borrowing shall be made upon the Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000100,000 (and any amount in excess thereof shall be an integral multiple of $25,000), and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, including a certification that such Borrowing complies with Section 2.04(a). Promptly after receipt by the applicable Swing Line Lender of any telephonic Swing Line Loan Notice, such the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans Borrowing (A) directing a the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), ) or (B) that one or more of the applicable conditions specified in Article V Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the applicable Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the BorrowerBorrower at their office by crediting the accounts of the Borrower on the books of the Swing Line Lender in Same Day Funds.

Borrowing Procedures. Each Borrowing of a Swing Line Loans Loan shall be made upon the any Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent and the applicable Swing Line Lender not later than (i) 1:00 p.m., in the case of notices to the Domestic Swing Line Lender, and (ii) such time as specified by the Administrative Agent and the applicable Swing Line Lender, in the case of notices to the Canadian Swing Line Lender and the Administrative Agent not later than 1:00 p.m. Australian Swing Line Lender, on the requested borrowing date, and shall specify (i) the currency and amount to be borrowed, which shall be a minimum principal amount of $100,000500,000 and integral multiples of $100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible an Executive Officer of the Borrower, including a certification that such Borrowing complies with Section 2.04(a)Company. Promptly after receipt by the applicable a Swing Line Lender of any telephonic Swing Line Loan Notice, such Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to (i) 2:00 p.m. p.m., in the case of notices to the Domestic Swing Line Lender and (ii) such time as specified by the Administrative Agent and the applicable Swing Line Lender, in the case of notices to the Canadian Swing Line Lender and the Australian Swing Line Lender, on the date of the proposed Borrowing of Swing Line Loans (A) directing a such Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), (b) or (c) or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the applicable such Swing Line Lender will, not later than (i) 3:00 p.m. p.m., in the case of Domestic Swing Line Loans and (ii) such time specified by the Administrative Agent and the applicable Swing Line Lender, on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the BorrowerCompany.

Borrowing Procedures. Each Borrowing of Swing Line Loans Borrowing shall be made upon the Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 p.m. 12:00 noon on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,0001,000,000 or a whole multiple of $100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a two Responsible Officer Officers of the Borrower, including a certification that such Borrowing complies with Section 2.04(a). Promptly after receipt by the applicable Swing Line Lender of any telephonic Swing Line Loan Notice, such the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 1:00 p.m. on the date of the proposed Borrowing of Swing Line Loans Borrowing (A) directing a the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the applicable Swing Line Lender will, not later than 3:00 2:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in Same Day Funds.

Borrowing Procedures. Each Borrowing of Swing Line Loans Borrowing shall be made upon the Borrower’s Borrower Agent's irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 p.m. 11:00 a.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000500,000 and integral multiples of $100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, including a certification that such Borrowing complies with Section 2.04(a)Borrower Agent. Promptly after receipt by the applicable Swing Line Lender of any telephonic Swing Line Loan Notice, such the Swing Line Lender will (i) deliver notice to the Borrower Agent and Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 1:00 p.m. on the date of the proposed Borrowing of Swing Line Loans Borrowing (A) directing a the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.17(a), or (B) that one or more of the applicable conditions specified in Article ARTICLE V is not then satisfied, then, subject to the terms and conditions hereof, the applicable Swing Line Lender willmay, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the BorrowerBorrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in Same Day Funds.

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

Borrowing Procedures. Each Borrowing of Swing Line Loans shall be made upon the Borrower’s irrevocable notice of the Company, on behalf of a Borrower, to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 p.m. p.m., New York City time, on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000100,000 and integral multiples of $100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a written Swing Line Loan NoticeBorrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower, including a certification that such Borrowing complies with Section 2.04(a)Financial Officer. Promptly after receipt by the applicable Swing Line Lender of any telephonic notice of Swing Line Loan NoticeBorrowing, such the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such notice of Swing Line Loan Notice Borrowing and, if not, such the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans (A) directing a the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.20(a), or (B) that one or more of the applicable conditions specified in Article V Section 4.2 is not then satisfied, then, subject to the terms and conditions hereof, the applicable Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the applicable Borrower.

Borrowing Procedures. Each Borrowing of Swing Line Loans The Borrower shall be made upon the Borrower’s irrevocable request a Tranche C Loan borrowing by written notice (or telephonic notice promptly confirmed in writing) to the applicable Swing Line Tranche C Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 p.m. 11:00 A.M. (Charlotte, North Carolina time) on the Business Day of the requested borrowing datein the case of Base Rate Loans, and on the third Business Day prior to the date of the requested borrowing in the case of Eurodollar Loans. Each Notice of Borrowing shall be irrevocable and shall specify (iA) that a Tranche C Loan is requested, (B) the amount to be borrowed, which shall be a minimum principal amount date of $100,000, and (ii) the requested borrowing date, (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Base Rate Loans, Eurodollar Loans or a combination thereof, and if Eurodollar Loans are requested, the Interest Period(s) therefor. Each If the Borrower shall fail to specify in any such telephonic notice must be confirmed promptly by delivery to Notice of Borrowing (I) an applicable Interest Period in the applicable Swing Line Lender and the Administrative Agent case of a written Swing Line Loan NoticeEurodollar Loan, appropriately completed and signed by then such notice shall be deemed to be a Responsible Officer request for an Interest Period of the Borrower, including a certification that such Borrowing complies with Section 2.04(a). Promptly after receipt by the applicable Swing Line Lender of any telephonic Swing Line Loan Notice, such Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans (A) directing a Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a)one month, or (BII) that one or more the type of Tranche C Loan requested, then such notice shall be deemed to be a request for a Base Rate Loan hereunder. The Tranche C Lender shall make the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the applicable Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Tranche C Loan available to the Borrower by 1:00 P.M. (Charlotte, North Carolina time) on the date specified in the applicable Notice of Borrowing in Dollars and in immediately available funds by crediting the account of the Borrower on the books of the Tranche C Lender at the office of the Tranche C Lender designated from time to time to the Borrower.

Borrowing Procedures. Each Borrowing of U.S. Swing Line Loans shall be made upon the applicable Domestic Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) by a Notice of Borrowing; provided, that, any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Notice of Borrowing. Each such notice Notice of Borrowing must be received by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing dateBorrowing Date, and shall specify (i1) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii2) the requested borrowing dateBorrowing Date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, including a certification that such Borrowing complies with Section 2.04(a). Promptly after receipt by the applicable Swing Line Lender of any telephonic Swing Line Loan NoticeNotice of Borrowing, such the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice of Borrowing and, if not, such the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of U.S. Swing Line Loans (A) directing a the Swing Line Lender not to make such U.S. Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.01(c)(i), or (B) that one or more of the applicable conditions specified in Article V Section 4 is not then satisfied, then, subject to the terms and conditions hereof, the applicable Swing Line Lender will, not later than 3:00 p.m. on the borrowing date Borrowing Date specified in such Swing Line Loan NoticeNotice of Borrowing, make the amount of its U.S. Swing Line Loan available to the applicable Domestic Borrower.

Borrowing Procedures. Each Borrowing of Swing Line Loans shall be made upon the Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000100,000 and integral multiples of $100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a CHAR1\1321263v10 Business Day. Each such telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, including a certification that such Borrowing complies with Section 2.04(a). Promptly after receipt by the applicable Swing Line Lender of any telephonic Swing Line Loan Notice, such the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans (A) directing a the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the applicable Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower.

Borrowing Procedures. Each Borrowing of Swing Line Loans Borrowing shall be made upon the Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone, “pdf” or similar electronic format. Each such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each To the extent the Borrower provides notice telephonically, each such telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, including a certification that such Borrowing complies with Section 2.04(a). Promptly after receipt by the applicable Swing Line Lender of any telephonic Swing Line Loan Notice, such the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Multicurrency Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans Borrowing (Aiii) directing a the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V 4 is not then satisfied, then, subject to the terms and conditions hereof, the applicable Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Borrowing of Swing Line Loans Borrowing shall be made upon the Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 2:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $1,000,000 or a larger multiple of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a written Swing Line Loan NoticeBorrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower, including a certification that such Borrowing complies with Section 2.04(a). Promptly after receipt by the applicable Swing Line Lender of any telephonic Swing Line Loan NoticeBorrowing Request, such the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice Borrowing Request and, if not, such the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any LenderRevolving Credit Lender who would have a participation in such Swing Line Loan) prior to 2:00 3:00 p.m. on the date of the proposed Borrowing of Swing Line Loans Borrowing (A) directing a the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), ) or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the applicable Swing Line Lender will, not later than 3:00 4:00 p.m. on the borrowing date specified in such Swing Line Loan NoticeBorrowing Request, make the amount of its Swing Line Loan available to the BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Borrowing (1) Subject to the provisions hereof, Borrower shall request the funding of Swing Line Loans an Approved Loan by having a designated representative of Borrower submit a request for funding such Loan (any such request, a “Loan Funding Request”) to Lender, together with such other information as Lender reasonably requests in accordance with the terms hereof. No Loan Funding Request shall be made upon by Borrower or accepted by Lender that is not the Borrower’s irrevocable notice to subject of a prior Transaction Approval Request made by Borrower and approved by Lender in accordance with Subsection 3.03 of this Agreement (each such Loan, an “Approved Loan”). (2) In the applicable Swing Line Lender absence of further instruction from Lender, any Loan Funding Request by Borrower shall be in writing on the form attached hereto as Exhibit “A”, accompanied by the information and the Administrative Agentdocumentation prescribed by such form, which may and must be given by telephone. Each such notice must so as to be received by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 12:30 p.m. on the third (3rd) Business Day prior to the requested borrowing date, and Funding Date of the Loan. Each request for a Loan shall specify such Funding Date (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, which shall be a Business Day) and the amount of such Loan. Each Loan Funding Request shall be deemed a representation and warranty by Borrower that all conditions precedent specified in Subsections 3.01, 3.02 and 3.03 to such telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a written Swing Line Approved Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, including a certification that such Borrowing complies with Section 2.04(a). Promptly after receipt by the applicable Swing Line Lender of any telephonic Swing Line Loan Notice, such Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. are satisfied on the date of such request and on the proposed Borrowing Funding Date and, without limiting the foregoing in any manner, that no Default or Event of Swing Line Loans (A) directing a Swing Line Lender not to make such Swing Line Loan Default under this Agreement or any of the Credit Documents exists or will exist as a result thereof. Such Loan Funding Request also shall include a certification that the Customer Credit Documentation File for such Approved Loan conforms to the applicable Transaction Approval Request and is documented in substantial compliance with such Transaction Approval Request in all material respects (or, shall contain a summary of the limitations set forth any deviation therefrom or material non-compliance therewith). Each Loan shall be in the first proviso to the first sentence minimum principal sum of Section 2.04(a), or One Million Dollars (B$1,000,000) that one or more of the applicable conditions specified in Article V is not then satisfied, then, (subject to the terms and conditions hereof, the applicable Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower.aforesaid

Borrowing Procedures. Each Borrowing of U.S. Swing Line Loans Borrowing shall be made upon the Specified U.S. Borrower’s 's irrevocable notice to the applicable U.S. Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the applicable U.S. Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, borrowed and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the applicable U.S. Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Specified U.S. Borrower, including a certification that such Borrowing complies with Section 2.04(a). Promptly after receipt by the applicable U.S. Swing Line Lender of any telephonic Swing Line Loan Notice, such the U.S. Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such the U.S. Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable U.S. Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any U.S. Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of U.S. Swing Line Loans Borrowing (A) directing a the U.S. Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.04(A)(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the applicable U.S. Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Specified U.S. Borrower.

Borrowing Procedures. Each Borrowing of U.S. Swing Line Loans Borrowing shall be made upon the Specified U.S. Borrower’s irrevocable notice to the applicable U.S. Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the applicable U.S. Swing Line Lender and the Administrative Agent not later than 1:00 12:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, borrowed and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the applicable U.S. Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Specified U.S. Borrower, including a certification that such Borrowing complies with Section 2.04(a). Promptly after receipt by the applicable U.S. Swing Line Lender of any telephonic Swing Line Loan Notice, such the U.S. Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such the U.S. Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable U.S. Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any U.S. Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of U.S. Swing Line Loans Borrowing (A) directing a the U.S. Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.04(A)(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the applicable U.S. Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Specified U.S. Borrower.

Borrowing Procedures. Each Borrowing of Euro/Sterling Swing Line Loans Borrowing shall be made upon the BorrowerCompany’s irrevocable notice to the applicable Euro/Sterling Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the applicable Euro/Sterling Swing Line Lender and the Administrative Agent not later than 1:00 p.m. 12 noon (London time) on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000500,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the applicable Euro/Sterling Swing Line Lender and the Administrative Agent of a written Euro/Sterling Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, including a certification that such Borrowing complies with Section 2.04(a)Company. Promptly after receipt by the applicable Euro/Sterling Swing Line Lender of any telephonic Euro/Sterling Swing Line Loan Notice, such the Euro/Sterling Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Euro/Sterling Swing Line Loan Notice and, if not, such the Euro/Sterling Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Euro/Sterling Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 1:00 p.m. (London time) on the date of the proposed Borrowing of Euro/Sterling Swing Line Loans Borrowing (A) directing a the Euro/Sterling Swing Line Lender not to make such Euro/Sterling Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), 2.05(d)(i) or (B) that one or more of the applicable conditions specified in Article V Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the applicable Euro/Sterling Swing Line Lender will, not later than 3:00 2:00 p.m. (London time) on the borrowing date specified in such Euro/Sterling Swing Line Loan Notice, make the amount of its the requested Euro/Sterling Swing Line Loan available to the BorrowerCompany (x) at the Euro/Sterling Swing Line Lender’s office by crediting the account of the Company on the books of the Euro/Sterling Swing Line Lender in Same Day Funds or (y) by wire transfer of such funds in Same Day Funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Company or as otherwise instructed by the Company.

Borrowing Procedures. Each Borrowing of Swing Line Loans Borrowing shall be made upon the BorrowerBorrower Agent’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000500,000, (ii) the applicable Borrower, and (iiiii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, including a certification that such Borrowing complies with Section 2.04(a)Borrower Agent. Promptly after receipt by the applicable Swing Line Lender of any telephonic Swing Line Loan Notice, such the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans Borrowing (A) directing a the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V IV is not then satisfied, then, subject to the terms and conditions hereof, the applicable Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrowerapplicable Borrower at its office by crediting the account of the applicable Borrower on the books of the Swing Line Lender in immediately available funds.