Common use of Method of Borrowing Clause in Contracts

Method of Borrowing. (a) To request an Advance hereunder, the Company shall: (i) give notification by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methods.

Method of Borrowing. (a) To request an Advance hereunderBorrower shall give Lender oral or written notice (a “Notice of Borrowing”) by 10:00 a.m. (St. Louis time) on the Business Day of each Base Rate Loan to be made to Borrower, the Company shall: and by 10:00 a.m. (St. Louis time) at least three (3) LIBOR Banking Days before each LIBOR Loan to be made to Borrower, specifying: (i) give notification by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such AdvanceLoan, which shall be a Business Day; (3) Day during the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) Credit Period in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be Base Rate Loan and a deposit account of LIBOR Banking Day during the Company’s maintained with the Administrative Agent, (y) Revolving Credit Period in the case of an Advance a LIBOR Loan, (other than a Clearing Member Customer Gold Warrant Advanceii) the aggregate principal amount of such Loan, (iii) whether such Loan is to be made in a currency other than U.S. DollarsBase Rate Loan or a LIBOR Loan, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or and (ziv) in the case of a Clearing Member Customer Gold Warrant Advance LIBOR Loan, the duration of the initial Interest Period applicable thereto, subject to the provisions of Section 2.04. (b) A Notice of Borrowing shall not be revocable by Borrower. (c) Subject to the terms and conditions of this Agreement, provided that Lender has received the Notice of Borrowing, Lender shall (unless Lender determines that any applicable condition specified in Section 3 has not been satisfied) make the applicable Loan to Borrower by crediting the amount of such Loan to a demand deposit account of Borrower at Lender specified by Borrower (or such other account mutually agreed upon in writing between Lender and Borrower) not later than 2:30 p.m. (St. Louis time) on the Business Day specified in said Notice of Borrowing. (d) If Lender makes a new Loan under this Agreement on a day on which Borrower is required to or has elected to repay all or any part of an outstanding Loan, Lender shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed and the amount being repaid shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andmade available by Lender to Borrower. (Be) a notice Borrower hereby irrevocably authorizes Lender to rely on telephonic, facsimile, or written instructions of any individual identifying himself or herself as one of the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I individuals listed on Schedule 2.02 attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company or any other individual from time to time) time authorized to act on behalf of Borrower pursuant to a document signed by the Chairman of the Board of Borrower and certified by the Secretary of Borrower and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iiiLender) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and any request to make Applicable Tranche Swingline Loans and the respective amounts thereofa Loan or a repayment under this Agreement, and (2) on any signature that Lender reasonably believes to be genuine, and Borrower shall be bound thereby in the same manner as if such Applicable Tranche Swingline Loans are being requested on the same day as individual were actually authorized or such signature were genuine. Borrower also hereby agrees to defend and indemnify Lender and hold Lender harmless from and against any Applicable Tranche Revolving Loansand all claims, whether such Applicable Tranche Swingline Loans are demands, damages, liabilities, losses and reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) relating to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent or arising out of or in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, connection with the proceeds made available to it in respect acceptance of one instructions for making Loans or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsrepayments under this Agreement.

Method of Borrowing. (a) To In order to request an Advance any Borrowing hereunder, the Company shall: Borrower shall hand deliver or telecopy to Administrative Agent a duly completed Request for Borrowing (i) give notification by telephone prior to 10:00 a.m. (which notification shall be made on Central time) at least one (1) Business Day before the Borrowing DateDate of a proposed Adjusted Base Rate Borrowing, may be made either before or after delivery of the Advance Request referred to in clause and (ii) below and prior to 10:00 a.m. (Central time) at least three (3) Eurodollar Business Days before the Borrowing Date of a proposed Eurodollar Borrowing. Each such Request for Borrowing shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested substantially in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E B hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1A) the aggregate amount of the requested Advancewhether such Borrowing is to be an Adjusted Base Rate Borrowing or a Eurodollar Borrowing; (2B) the date Borrowing Date of such AdvanceBorrowing, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) Day in the case of an Advance (other than Adjusted Base Rate Borrowing, or a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) Eurodollar Business Day in the case of an Advance a Eurodollar Borrowing; (other than a Clearing Member Customer Gold Warrant AdvanceC) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or aggregate amount of such Borrowing; (zD) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit AccountsEurodollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period; (E) the Outstanding Revolving Credit exposure on the date thereof; and (BF) a notice the pro forma Outstanding Revolving Credit exposure (giving effect to the Collateral Agent and Collateral Monitoring Agent requested Borrowing). (b) Upon receipt of a Request for Borrowing described in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”Section 2.2(a), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds promptly notify each Bank (as applicable) of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), contents thereof and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of the Borrowing to be loaned by such Bank pursuant thereto, and such Request for Borrowing shall not thereafter be revocable by Borrower. (c) Not later than 12:00 noon (Central time) on the date of each Borrowing, each Bank shall make available its Applicable Tranche Commitment. In the event the Company is unable Commitment Percentage of such Borrowing, in funds immediately available to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent mayat its address set forth on Schedule 1 hereto. Unless Administrative Agent determines that any applicable condition specified in Section 6.2 has not been satisfied, Administrative Agent will make the funds so received from Banks available to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsBorrower at Administrative Agent’s aforesaid address.

Method of Borrowing. (a) To request an Advance hereunder, the Company shall: (i) give notification by telephone (which notification Each Borrowing shall be made on a Business Day, upon notice from the Borrower to the Administrative Agent, given (i) in the case of a Borrowing Datethat is a Base Rate Advance, may be made either before or after delivery not later than 11:00 A.M. on the date of the Advance Request referred to in clause proposed Borrowing and (ii) below and shall be subject to Section 3.5(b)) to in the Administrative Agent case of a Borrowing that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the is a Eurodollar Rate Advance, not later than 11:00 A.M. on the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email third Business Day prior to the Applicable date of the proposed Borrowing. Each such notice of a Borrowing (a “Notice of Borrowing”) by the Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans shall be in substantially the form of Exhibit H attached hereto (an “Advance Request”)A, which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of specifying therein the requested Advance; (2A) the date of such AdvanceBorrowing, which shall be a Business Day; (3B) the Applicable Tranche under which such Type of Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained connection with the Administrative Agentsuch Borrowing, (yC) in the case aggregate amount of an Advance such Borrowing and (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (zD) in the case of a Clearing Member Customer Gold Warrant Advance Borrowing comprising Eurodollar Rate Advances, initial Interest Period for each such Advance. The Administrative Agent shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a give notice to each Lender promptly upon receipt of each Notice of Borrowing pursuant to this Section 2.02(a), the Collateral contents thereof and each such Lender’s Pro Rata Share of any Borrowing to be made pursuant thereto. Each Lender shall, before 1:00 P.M. on the date of such Borrowing, make available to the Administrative Agent and Collateral Monitoring Agent for the account of the Borrower in substantially same day funds, the form proceeds of Exhibit I attached hereto detailing such Borrowing. Such Borrowing will then be made available to the Collateral pledged Borrower by the Company to secure Administrative Agent by crediting the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer account of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested Borrower on the same day as any Applicable Tranche Revolving Loans, whether books of such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, like funds as received by the Administrative Agent (or at such other location as may be agreed by the Borrower and the Administrative Agent). (b) Each Notice of Borrowing shall firstbe irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to comprise Eurodollar Rate Advances, use the proceeds Borrower shall indemnify the applicable Lender against any loss, cost or expense incurred by such Lender as a result of any failure of the Applicable Tranche Revolving Loans timely made available Borrower to it to fund fulfill on or before the requested Advance as provided date specified in Section 3.1(bsuch Notice of Borrowing for such Advances, the applicable conditions set forth in Article III, including any loss (excluding loss of anticipated profits), and second, fund the remaining portion cost or expense incurred by reason of the requested liquidation or redeployment of deposits or other funds acquired by such Lender as part of such Borrowing when such Advance is not made on such date. (c) Each Borrowing (whether for a Base Rate Advance or a Eurodollar Rate Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank ) shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the an aggregate principal amount of its Applicable Tranche Commitment. In the event the Company is unable to submit $5,000,000 or any multiple of $1,000,000 in excess thereof (except that any such notices via email (due to operational difficulties or otherwiseBorrowing may be in the aggregate amount of the unutilized Commitment on such date), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methods.

Method of Borrowing. (a) To request an Advance hereunder, the Company shall: In order to make a borrowing of Revolving Loans (other than (i) give notification by telephone (borrowings of Swingline Loans, which notification shall be made on the Borrowing Datepursuant to Section 2.02(c), may be made either before or after delivery of the Advance Request referred to in clause (ii) below and borrowings for the purpose of repaying Refunded Swingline Loans, which shall be subject made pursuant to Section 3.5(b2.02(d), (iii) borrowings for the purpose of paying unpaid Reimbursement Obligations, which shall be made pursuant to the Administrative Agent that the Advance Request has been Section 3, and (iv) borrowings involving continuations or will conversions of outstanding Loans, which shall be delivered made pursuant to the Administrative Agent andSection 2.04), if not yet deliveredBorrower shall give notice (each, the amount a “Notice of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request ConfirmationBorrowing”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto B-1 to the Administrative Agent by 11:00 a.m. (an “Advance Request”)Charlotte time) on the Business Day of each Base Rate Loan to be made to Borrower, and by 11:00 a.m. (Charlotte time) at least three (3) Business Days before each LIBOR Loan to be made to Borrower, specifying: (i) the date of such Revolving Loan, which Advance Request shall be executed by an officer a Business Day during the Revolving Credit Period; (ii) the aggregate principal amount of such Revolving Loan; (iii) the initial Type of the Company listed Loan, provided that if Borrower shall have failed to designate the Type of such Loan, Borrower shall be deemed to have requested a borrowing comprised of Base Rate Loans; and (iv) in the case of a LIBOR Loan, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, provided that if Borrower shall have failed to select the duration of the applicable Interest Period, then Borrower shall be deemed to have selected an Interest Period with a duration of one month. (b) Not later than 2:00 p.m. (Charlotte time) on an incumbency certificate the date of each Revolving Loan, each Bank shall (except as provided in subsection (g) of this Section) make available its Pro Rata Share of such Revolving Loan, in Dollars and in funds immediately available to the Administrative Agent at its address specified in Schedule 9.04. The Administrative Agent will make the funds so received from the Banks available to Borrower immediately thereafter at the Administrative Agent’s aforesaid address by crediting such funds to the deposit account specified by Borrower on the Account Designation Letter (or such other account mutually agreed upon in writing between the Administrative Agent and Borrower). The Administrative Agent shall not be required to make any amount available to Borrower hereunder except to the extent the Administrative Agent shall have received such amounts from the Banks as set forth herein, provided, however, that unless the Administrative Agent shall have been notified by a Bank prior to the time a Loan is to be made hereunder that such Bank does not intend to make its Pro Rata Share of such Loan available to the Administrative Agent, the Administrative Agent may assume that such Bank has made such Pro Rata Share available to the Administrative Agent prior to such time, and the Administrative Agent may in reliance upon such assumption, but shall not be required to, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Bank and the Administrative Agent has made such amount available to Borrower, the applicable Bank and Borrower severally agree to pay to the Administrative Agent forthwith and on demand such corresponding amount, together with interest thereon in respect of each day during the period from and including the date such amount was made available to Borrower to but excluding the date the Administrative Agent recovers such amount at (i) in the case of a payment to be made by such Bank, the greater of the Fed Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the Adjusted Base Rate. (c) In order to make a borrowing of a Swingline Loan, Borrower will give the Administrative Agent and the Swingline Bank written notice not later than 11:00 a.m., Charlotte time, on the date of such borrowing. Each such notice (each, a “Notice of Swingline Borrowing”) substantially the form of Exhibit E heretoB-2, delivered shall be irrevocable and shall specify (i) the principal amount of the Swingline Loan to be made pursuant to such borrowing (which shall not be less than $100,000 and, if greater, shall be in an integral multiple of $100,000 in excess thereof (or, if less, in the amount of the Unutilized Swingline Commitment)) and (ii) the date of such Swingline Loan, which shall be a Business Day during the Revolving Credit Period, but not later than the Swingline Maturity Date. Not later than 2:00 p.m., Charlotte time, on the date of the Swingline Loan, the Swingline Bank will make available an amount equal to the amount of such Swingline Loan, in Dollars and in funds immediately available in Charlotte, North Carolina to the Administrative Agent. To the extent the Swingline Bank has made such amount available to the Administrative Agent as provided hereinabove, the Administrative Agent will make such amount available to Borrower in like funds as received by the Administrative Agent. (d) With respect to any outstanding Swingline Loans, the Swingline Bank may at any time (whether or not an Event of Default has occurred and is continuing) in its sole and absolute discretion, and is hereby authorized and empowered by Borrower to, cause a borrowing of Revolving Loans to be made for the purpose of repaying such Swingline Loans by delivering to the Administrative Agent (if the Administrative Agent is not also the Swingline Bank) and each other Bank (on behalf of, and with a copy to, Borrower), not later than 11:00 a.m., Charlotte time, on the proposed date of such Revolving Loan, a notice (which shall be deemed to be a Notice of Borrowing given by Borrower) requesting the Banks to make Revolving Loans (which shall be made initially as Base Rate Loans) on such date in an aggregate amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date such notice is given that the Swingline Bank requests to be repaid. Not later than 2:00 p.m., Charlotte time, on the requested date of such Revolving Loans, each Bank (other than the Swingline Bank) will make available its Pro Rata Share of such Revolving Loan, in Dollars and in funds immediately available to the Administrative Agent. To the extent the Banks have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Bank in like funds as received by the Administrative Agent, which shall apply such amounts in repayment of the Refunded Swingline Loans. Notwithstanding any provision of this Agreement to the contrary, on the date of such Loan, the Refunded Swingline Loans (including the Swingline Bank’s Pro Rata Share thereof, in its capacity as a Bank) shall be deemed to be repaid with the proceeds of the Revolving Loans made as provided above (including a Revolving Loan deemed to have been made by the Swingline Bank), and such Refunded Swingline Loans deemed to be so repaid shall no longer be outstanding as Swingline Loans but shall be outstanding as Revolving Loans. If any portion of any such amount repaid (or deemed to be repaid) to the Swingline Bank shall be recovered by or on behalf of Borrower from the Swingline Bank in any bankruptcy, insolvency or similar proceeding or otherwise, the loss of the amount so recovered shall be shared ratably among all the Banks based on each Bank’s Pro Rata Share. (e) If, as updated a result of any bankruptcy, insolvency or similar proceeding with respect to Borrower, Revolving Loans are not made pursuant to Section 2.02(d) in writing an amount sufficient to repay any amounts owed to the Swingline Bank in respect of any outstanding Swingline Loans, or if the Swingline Bank is otherwise precluded for any reason from giving a notice on behalf of Borrower as provided for hereinabove, the Swingline Bank shall be deemed to have sold without recourse, representation or warranty, and each Bank shall be deemed to have purchased and hereby agrees to purchase, a participation in such outstanding Swingline Loans in an amount equal to its Pro Rata Share at such time of the unpaid amount thereof together with accrued interest thereon. Upon one (1) Business Day’s prior notice from the Swingline Bank, each Bank (other than the Swingline Bank) will make available its Pro Rata Share of such Revolving Loan, in Dollars and in funds immediately available in Charlotte, North Carolina to the Administrative Agent. To the extent the Banks have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Bank in like funds as received by the Company Administrative Agent. In the event any such Bank fails to make available to the Administrative Agent the amount of such Bank’s participation as provided in this Section 2.02(e), the Swingline Bank shall be entitled to recover such amount on demand from such Bank, together with interest thereon for each day from the date such amount is required to be made available for the account of the Swingline Bank until the date such amount is made available to the Swingline Bank at the Fed Funds Rate for the first three (3) Business Days and thereafter at the Adjusted Base Rate applicable to Revolving Loans. Promptly following its receipt of any payment by or on behalf of Borrower in respect of a Swingline Loan, the Swingline Bank will pay to each Bank that has acquired a participation therein such Bank’s Pro Rata Share of such payment. (f) Notwithstanding any provision of this Agreement to the contrary, the obligation of each Bank (other than the Swingline Bank) to make Revolving Loans for the purpose of repaying any Refunded Swingline Loans pursuant to Section 2.02(d) and each such Bank’s obligation to purchase a participation in any unpaid Swingline Loans pursuant to Section 2.02(e) shall be absolute and unconditional and shall not be affected by any circumstance or event whatsoever, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right that such Bank may have against the Swingline Bank, the Administrative Agent, Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default, (iii) the failure of the amount of such borrowing of Revolving Loans to meet the minimum borrowing amount specified in Section 2.01(a), or (iv) the failure of any conditions set forth in Section 4.02 or elsewhere herein to be satisfied. (g) The obligations of the Banks hereunder to make Loans, to fund participations in Letters of Credit and Swingline Loans and to make payments pursuant to Section 9.03(c) are several and not joint. The failure of any Bank to make any Loan, to fund any such participation or to make any such payment on any date shall not relieve any other Bank of its corresponding obligation, if any, hereunder to do so on such date, but no Bank shall be responsible for the failure of any other Bank to so make its Loan, purchase its participation or to make any such payment required hereunder. (h) Each Bank may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of Borrower to repay such Loan to or for the account of such Bank in accordance with the terms of this Agreement. (i) Borrower hereby irrevocably authorizes the Administrative Agent to rely on telephonic, telegraphic, telecopy, telex or written instructions of any person identifying himself or herself as one of the individuals listed on Schedule 2.02 attached hereto (or any other individual from time to time) time authorized to act on behalf of Borrower pursuant to a resolution adopted by the Board of Directors of Borrower and certified by the Secretary of Borrower and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche) (the “Authorized Individuals”) with respect to any request to make a Loan or a repayment hereunder, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such Advance, on any signature which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) believes to be genuine, and Borrower shall be bound thereby in the case of a Clearing Member Customer Gold Warrant Advance same manner as if such individual were actually authorized or such signature were genuine; provided that the Administrative Agent shall not be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice obligated under any circumstances to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company forward amounts to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company any account not listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from Account Designation Letter. Borrower may at any time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition previous Account Designation Letter. Borrower also hereby agrees to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, defend and indemnify the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline each Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), hold the Administrative Agent mayand each Bank harmless from and against any and all claims, demands, damages, liabilities, losses, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) relating to or arising out of or in connection with the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsacceptance of instructions for making Loans or repayments under this Agreement.

Method of Borrowing. (a) To request an Advance hereunder, the Company shall: (i) give notification Upon receipt of a Request for Advance by telephone the Lender not later than 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing (which notification shall provided, however, with respect to the proposed borrowing to be made on the Borrowing Effective Date, may the Authority shall only be made either before or after delivery required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lender, subject to the terms and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in an amount equal to the amount of the requested borrowing. Notwithstanding the foregoing, in the event such Request for Advance Request referred is received by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to in clause (ii) below and the day of the proposed borrowing, the Lender shall be subject required to Section 3.5(b)) to make the Administrative Agent that related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance Request has been or will shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Administrative Agent andLender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), if with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not yet delivereda condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the amount of Lender shall determine the Advance, the Applicable Tranche and the respective currency that will be requested in such initial SIFMA Index Rate for each Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email two New York Banking Days prior to the Applicable Borrower Notice Deadline: related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (Aon behalf of the Authority) in accordance with written instructions provided by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered Authority to the Administrative Agenteffect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct any such nonconforming Request for Advance, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Trancheif, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable that the Authority is entitled (without regard to the provisions of this sentence) and following telephone notices by the Company requesting same, agree able to accept such notices via other electronic delivery methodsdo so.

Method of Borrowing. (a) To In order to request an Advance any Borrowing hereunder, the Company shall: Borrower shall hand deliver or telecopy to Administrative Agent a duly completed Request for Borrowing (i) give notification by telephone prior to 10:00 a.m. (which notification shall be made Central time) on the Borrowing DateDate of a proposed Adjusted Base Rate Borrowing, may be made either before or after delivery of the Advance Request referred to in clause and (ii) below and prior to 11:00 a.m. (Central time) at least three (3) U.S. Government Securities Business Days before the Borrowing Date of a proposed SOFR Borrowing. Each such Request for Borrowing shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested substantially in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E B hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1A) the aggregate amount of the requested Advancewhether such Borrowing is to be an Adjusted Base Rate Borrowing or a SOFR Borrowing; (2B) the date Borrowing Date of such AdvanceBorrowing, which shall be a Business Day; (3C) the Applicable Tranche under which aggregate amount of such Advance is requestedBorrowing; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (zD) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit AccountsSOFR Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period; (E) the Outstanding Revolving Credit exposure on the date thereof; and (BF) a notice the pro forma Outstanding Revolving Credit exposure (giving effect to the Collateral Agent and Collateral Monitoring Agent in substantially requested Borrowing). Each Request for Borrowing shall constitute a representation by Borrower that the form amount of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance Borrowing shall not cause the total Outstanding Revolving Credit to exceed the Total Commitment (i.e., the least of (x) the Aggregate Maximum Credit Amounts, (y) the then effective Borrowing Base and (z) the then effective Aggregate Elected Commitment Amount). (b) Upon receipt of a “Collateral Notice”Request for Borrowing described in Section 2.2(a), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds promptly notify each Bank (as applicable) of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), contents thereof and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of the Borrowing to be loaned by such Bank pursuant thereto, and such Request for Borrowing shall not thereafter be revocable by Borrower. (c) Not later than 12:00 p.m. (Central time) on the date of each Borrowing, each Bank shall make available its Applicable Tranche Commitment. In the event the Company is unable Percentage of such Borrowing, in funds immediately available to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent mayat its address set forth on Schedule 1 hereto. Unless Administrative Agent determines that any applicable condition specified in Section 6.2 has not been satisfied, Administrative Agent will make the funds so received from Banks available to the extent commercially reasonable and following telephone notices Borrower at Administrative Agent’s aforesaid address or, if requested by the Company requesting sameBorrower, agree to accept by wire transfer of such notices via other electronic delivery methodsfunds as specified by Borrower.

Method of Borrowing. (a) To request an Advance hereunderBorrower shall give notice (a "Notice of Borrowing") to the Agent by 10:00 a.m. (St. Louis time) on the Domestic Business Day of each Prime Loan, the Company shalland by 10:00 a.m. (St. Louis Time) at least three (3) Eurodollar Business Days before each LIBOR Loan, specifying: (i) give notification by telephone (the date of such Revolving Credit Loan, which notification shall be made on a Domestic Business Day in the Borrowing Date, may be made either before or after delivery case of a Prime Loan and a Eurodollar Business Day in the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount case of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”)a LIBOR Loan, (ii) deliver, by email prior to the Applicable Borrower Notice Deadline:aggregate principal amount of such Revolving Credit Loan, (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4iii) whether such Advance Revolving Credit Loan is requested as an Applicable Tranche Revolving to be a Prime Loan or Applicable Tranche Swingline a LIBOR Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (ziv) in the case of a Clearing Member Customer Gold Warrant Advance LIBOR Loan, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (b) Upon receipt of a Notice of Borrowing given to it, the Agent shall notify each Bank by 11:30 a.m. (St. Louis time) on the date of receipt of such Notice of Borrowing by the Agent (which must be a Domestic Business Day) of the contents thereof and of such Bank's Pro Rata Share of such Revolving Credit Loan. A Notice of Borrowing shall not be revocable by Borrower. (c) Not later than 2:00 p.m. (St. Louis time) on the date of each Revolving Credit Loan, each Bank shall (except as provided in subsection (d) of this Section) make available its Pro Rata Share of such Revolving Credit Loan, in Federal or other funds immediately available in St. Louis, Missouri, to the Agent at its address specified in or pursuant to Section 10.07. Unless the Agent determines that any applicable condition specified in Section 4 has not been satisfied, the Agent will make the funds so received from the Banks available to Borrower immediately thereafter at the Agent's aforesaid address by crediting such funds to a demand deposit account (or such other account mutually agreed upon in writing between Agent and Borrower) of Borrower with the Agent. The Agent shall not be required to make any amount available to Borrower hereunder except to the extent the Agent shall have received such amounts from the Banks as set forth herein, provided, however, that unless the Agent shall have been notified by a Bank prior to the date a Revolving Credit Loan is to be made hereunder that such Bank does not intend to make its Pro Rata Share of such Revolving Credit Loan available to the Agent, the Agent may assume that such Bank has made such Pro Rata Share available to the Agent on such date, and the Agent may in reliance upon such assumption make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Bank and the Agent has made such amount available to Borrower, the Agent shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andentitled to receive such amount from such Bank forthwith upon its demand, together with interest thereon in respect of each day during the period commencing on the date such amount was made available to Borrower and ending on but excluding the date the Agent recovers such amount from such Bank at a rate per annum equal to the Fed Funds Rate. (Bd) If any Bank makes a notice new Revolving Credit Loan hereunder on a day on which Borrower is required to or has elected to repay all or any part of an outstanding Revolving Credit Loan from such Bank, such Bank shall apply the proceeds of its new Revolving Credit Loan to make such repayment and only an amount equal to the Collateral difference (if any) between the amount being borrowed and the amount being repaid shall be made available by such Bank to the Agent and Collateral Monitoring as provided in subsection (c) of this Section, or remitted by Borrower to the Agent as provided in Section 2.09, as the case may be. (e) Borrower hereby authorizes the Agent to rely on telephonic, telegraphic, telecopy, telex or written instructions believed by the Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged good faith to have been sent or delivered by the Company to secure the requested Advance any person identifying himself as X.X. Xxxxxx, Xxxxxx X. Xxxxxxxxx, Xxxxx X. Xxxxx or Xxxxxxx X. Xxxxxxxxx (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company or any other individual from time to time) time authorized to act on behalf of Borrower pursuant to a resolution adopted by the Board of Directors of Borrower and certified by the Secretary of Borrower and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and any request to make Applicable Tranche Swingline Loans and the respective amounts thereofa Revolving Credit Loan or a repayment hereunder, and (2) on any signature which the Agent in good faith believes to be genuine, and Borrower shall be bound thereby in the same manner as if such Applicable Tranche Swingline Loans are being requested on individual was actually authorized or such signature was genuine. Borrower also hereby agrees to indemnify the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds and each of the Applicable Tranche Revolving Loans timely made available Banks and to it to fund hold the requested Advance as provided in Section 3.1(b), Agent and second, fund the remaining portion each of the requested AdvanceBanks harmless from and against any and all claims, if anydemands, damages, liabilities, losses, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) relating to or arising out of or in connection with the proceeds made available to it in respect acceptance of one instructions for making Revolving Credit Loans or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsrepayments hereunder.

Method of Borrowing. (a) To request an Advance hereunder, the Company shall: (i) give notification by telephone (which notification Each Borrowing shall be made on a Business Day, upon notice from the Borrower to the Administrative Agent, given (i) in the case of a Borrowing Datethat is a Base Rate Advance, may be made either before or after delivery not later than 10:00 A.M. (New York City time) on the date of the Advance Request referred to in clause proposed Borrowing and (ii) below and shall be subject to Section 3.5(b)) to in the Administrative Agent case of a Borrowing that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the is a Eurodollar Rate Advance, not later than 11:00 A.M. (New York City time) on the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email third Business Day prior to the Applicable date of the proposed Borrowing. Each such notice of a Borrowing (a “Notice of Borrowing”) by the Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans shall be in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E A hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of specifying therein the requested Advance; (2A) the date of such AdvanceBorrowing, which shall be a Business Day; (3B) the Applicable Tranche under which such Type of Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained connection with the Administrative Agentsuch Borrowing, (yC) in the case aggregate amount of an Advance such Borrowing and (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (zD) in the case of a Clearing Member Customer Gold Warrant Advance Borrowing comprising Eurodollar Rate Advances, initial Interest Period for each such Advance. The Administrative Agent shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a give notice to each Lender promptly upon receipt of each Notice of Borrowing pursuant to this Section 2.02(a), the Collateral contents thereof and each such Lender’s Pro Rata Share of any Borrowing to be made pursuant thereto. Each Lender shall, before 1:00 P.M. (New York City time) on the date of such Borrowing in the case of Eurodollar Rate Advances, and 3:00 P.M. (New York City time) on the date of such Borrowing in the case of Base Rate Advances, make available to the Administrative Agent and Collateral Monitoring Agent for the account of the Borrower in substantially same day funds, the form proceeds of Exhibit I attached hereto detailing such Borrowing. Such Borrowing will then be made available to the Collateral pledged Borrower by the Company to secure Administrative Agent by crediting the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer account of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested Borrower on the same day as any Applicable Tranche Revolving Loans, whether books of such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, like funds as received by the Administrative Agent (or at such other location as may be agreed by the Borrower and the Administrative Agent). (b) Each Notice of Borrowing shall firstbe irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to comprise Eurodollar Rate Advances, use the proceeds Borrower shall indemnify the applicable Lender against any loss, cost or expense incurred by such Leader as a result of any failure of the Applicable Tranche Revolving Loans timely made available Borrower to it to fund fulfill on or before the requested Advance as provided date specified in Section 3.1(bsuch Notice of Borrowing for such Advances, the applicable conditions set forth in Article III, including, without limitation, any loss (excluding loss of anticipated profits), and second, fund the remaining portion cost or expense incurred by reason of the requested liquidation or redeployment of deposits or other funds acquired by such Lender as part of such Borrowing when such Advance is not made on such date. (c) Each Borrowing (whether for a Base Rate Advance or a Eurodollar Rate Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank ) shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the an aggregate principal amount of its Applicable Tranche Commitment. In the event the Company is unable to submit $5,000,000 or any multiple of $1,000,000 in excess thereof (except that any such notices via email (due to operational difficulties or otherwiseBorrowing may be in the aggregate amount of the unutilized Commitment on such date), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methods.

Method of Borrowing. (a) To In order to request an Advance any Borrowing hereunder, the Company shall: Borrower shall hand deliver or telecopy to Administrative Agent a duly completed Request for Borrowing (i) give notification by telephone prior to 10:00 a.m. (which notification shall be made on Central time) at least one (1) Business Day before the Borrowing DateDate of a proposed Adjusted Base Rate Borrowing, may be made either before or after delivery of the Advance Request referred to in clause and (ii) below and prior to 10:00 a.m. (Central time) at least three (3) Eurodollar Business Days before the Borrowing Date of a proposed Eurodollar Borrowing. Each such Request for Borrowing shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested substantially in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E B hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1A) the aggregate amount of the requested Advancewhether such Borrowing is to be an Adjusted Base Rate Borrowing or a Eurodollar Borrowing; (2B) the date Borrowing Date of such AdvanceBorrowing, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) Day in the case of an Advance (other than Adjusted Base Rate Borrowing, or a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) Eurodollar Business Day in the case of an Advance a Eurodollar Borrowing; (other than a Clearing Member Customer Gold Warrant AdvanceC) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or aggregate amount of such Borrowing; (zD) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit AccountsEurodollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period; (E) the Outstanding Revolving Credit exposure on the date thereof; (F) the pro forma Outstanding Revolving Credit exposure (giving effect to the requested Borrowing); and (BG) after giving effect to such Borrowing, the Credit Parties, taken as a notice to the Collateral Agent and Collateral Monitoring Agent whole will be Solvent. (b) Upon receipt of a Request for Borrowing described in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”Section 2.2(a), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds promptly notify each Bank (as applicable) of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), contents thereof and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of the Borrowing to be loaned by such Bank pursuant thereto, and such Request for Borrowing shall not thereafter be revocable by Borrower. (c) Not later than 12:00 noon (Central time) on the date of each Borrowing, each Bank shall make available its Applicable Tranche Commitment. In the event the Company is unable Commitment Percentage of such Borrowing, in funds immediately available to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent mayat its address set forth on Schedule 1 hereto. Unless Administrative Agent determines that any applicable condition specified in Section 6.2 has not been satisfied, Administrative Agent will make the funds so received from Banks available to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsBorrower at Administrative Agent’s aforesaid address.

Method of Borrowing. (a) To request an Advance hereunderBorrower shall give Lender oral or written notice (a “Notice of Borrowing”) by 10:00 a.m. (St. Louis time) on the Business Day of each Daily LIBOR Loan to be made to Borrower, the Company shall: and by 10:00 a.m. (St. Louis time) at least three (3) Business Days before each LIBOR Loan to be made to Borrower, specifying: (i) give notification by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such AdvanceLoan, which shall be a Business Day; (3) Day during the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) Credit Period in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be Daily LIBOR Loan and a deposit account of Business Day during the Company’s maintained with the Administrative Agent, (y) Revolving Credit Period in the case of an Advance a LIBOR Loan, (other than a Clearing Member Customer Gold Warrant Advanceii) the aggregate principal amount of such Loan, (iii) whether such Loan is to be made in a currency other than U.S. DollarsDaily LIBOR Loan or a LIBOR Loan, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or and (ziv) in the case of a Clearing Member Customer Gold Warrant Advance LIBOR Loan, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (b) A Notice of Borrowing shall not be revocable by Borrower. (c) Subject to the terms and conditions of this Agreement, provided that Lender has received the Notice of Borrowing, Lender shall (unless Lender determines that any applicable condition specified in Section 3 has not been satisfied) make the applicable Loan to Borrower by crediting the amount of such Loan to a demand deposit account of Borrower at Lender specified by Borrower (or such other account mutually agreed upon in writing between Lender and Borrower) not later than 2:30 p.m. (St. Louis time) on the Business Day specified in said Notice of Borrowing. (d) If Lender makes a new Loan under this Agreement on a day on which Borrower is required to or has elected to repay all or any part of an outstanding Loan, Lender shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed and the amount being repaid shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andmade available by Lender to Borrower. (Be) a notice Borrower hereby irrevocably authorizes Lender to rely on telephonic, telegraphic, telecopy, telex or written instructions of any individual identifying himself or herself as one of the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I individuals listed on Schedule 2.02 attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company or any other individual from time to time) time authorized to act on behalf of Borrower pursuant to a document signed by the President, Chief Financial Officer or Treasurer of Borrower and certified by the Secretary of Borrower and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iiiLender) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and any request to make Applicable Tranche Swingline Loans and the respective amounts thereofa Loan or a repayment under this Agreement, and (2) on any signature that Lender reasonably believes to be genuine, and Borrower shall be bound thereby in the same manner as if such Applicable Tranche Swingline Loans are being requested on the same day as individual were actually authorized or such signature were genuine. Borrower also hereby agrees to defend and indemnify Lender and hold Lender harmless from and against any Applicable Tranche Revolving Loansand all claims, whether such Applicable Tranche Swingline Loans are demands, damages, liabilities, losses and reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) relating to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent or arising out of or in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, connection with the proceeds made available to it in respect acceptance of one instructions for making Loans or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsrepayments under this Agreement.

Method of Borrowing. (a) To request an Advance hereunderThe Borrower shall give the Administrative Agent notice (a "NOTICE OF BORROWING") not later than 10:30 A.M. (New York City time) on (i) the date of each Base Rate Borrowing, and (ii) the Company shallthird Euro-Dollar Business Day before each Euro-Dollar Borrowing, specifying: (i) give notification by telephone (the date of such Borrowing, which notification shall be made on a Domestic Business Day in the case of a Domestic Borrowing Date, may be made either before or after delivery a Euro-Dollar Business Day in the case of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”),a Euro-Dollar Borrowing; (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advancesuch Borrowing; (2iii) the date Class and initial Type of Loans comprising such AdvanceBorrowing provided, which however, that Borrower shall not be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans entitled to be borrowed (request any Borrowing that, if the Company fails to specify a currency made, would result in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by more than ten Euro-Dollar Borrowings outstanding hereunder at any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”)time; and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (ziv) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andEuro-Dollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (Bb) Upon receipt of a notice to Notice of Borrowing, the Collateral Administrative Agent shall promptly notify each Lender participating therein of the contents thereof and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged such Lender's ratable share of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Company to secure Borrower. (c) Not later than 12:00 noon (New York City time) on the requested Advance date of each Borrowing, each Lender shall make available its ratable share of such Borrowing (a “Collateral Notice”determined in accordance with Section 2.01), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated Federal or other funds immediately available in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephoneNew York City, to the Collateral Administrative Agent at its address specified in or pursuant to Section 9.01. Unless the Administrative Agent determines in its reasonable judgment that any applicable condition specified in Article 3 has not been satisfied, the Collateral Notice has been delivered Administrative Agent will make the funds so received from the Lenders available to the Collateral Borrower at the Administrative Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect 's aforesaid address. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of Applicable Tranche Revolving Loans, the Company may also any Borrowing that such Lender will not make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to Lender's share of such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline LoansBorrowing, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely may assume that such Lender has made such share available to it to fund the requested Advance as provided Administrative Agent on the date of such Borrowing in accordance with subsection (c) of this Section 3.1(b), 2.02 and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent commercially reasonable that such Lender shall not have so made such share available to the Administrative Agent, such Lender and following telephone notices by the Company requesting same, Borrower severally agree to accept repay to the Administrative Agent forthwith on demand such notices via other electronic delivery methodscorresponding 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 the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.05 and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender's Loan included in such Borrowing for purposes of this Agreement.

Method of Borrowing. (a) To request an Advance hereunderBorrower shall give Lender oral or written notice (a “Notice of Borrowing”) by 10:00 a.m. (St. Louis time) on the Business Day of each Daily Reset Loan to be made to Borrower, the Company shall: and by 10:00 a.m. (St. Louis time) at least three (3) New York Business Days before each LIBOR Loan to be made to Borrower, specifying: (i) give notification by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such AdvanceLoan, which shall be a Business Day; (3) Day during the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) Credit Period in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be Daily Reset Loan and a deposit account of New York Business Day during the Company’s maintained with the Administrative Agent, (y) Revolving Credit Period in the case of an Advance a LIBOR Loan, (other than a Clearing Member Customer Gold Warrant Advanceii) the aggregate principal amount of such Loan, (iii) whether such Loan is to be made in a currency other than U.S. DollarsDaily Reset Loan or a LIBOR Loan, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or and (ziv) in the case of a Clearing Member Customer Gold Warrant Advance LIBOR Loan, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (b) A Notice of Borrowing shall not be revocable by Borrower. (c) Subject to the terms and conditions of this Agreement, provided that Lender has received the Notice of Borrowing, Lender shall (unless Lender determines that any applicable condition specified in Section 3 has not been satisfied) make the applicable Loan to Borrower by crediting the amount of such Loan to a demand deposit account of Borrower at Lender specified by Borrower (or such other account mutually agreed upon in writing between Lender and Borrower) not later than 2:30 p.m. (St. Louis time) on the Business Day specified in said Notice of Borrowing. (d) If Lender makes a new Loan under this Agreement on a day on which Borrower is required to or has elected to repay all or any part of an outstanding Loan, Lender shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed and the amount being repaid shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andmade available by Lender to Borrower. (Be) a notice Borrower hereby irrevocably authorizes Lender to rely on telephonic, telegraphic, telecopy, telex or written instructions of any individual identifying himself or herself as one of the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I individuals listed on Schedule 2.02 attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company or any other individual from time to time) time authorized to act on behalf of Borrower pursuant to a document signed by the President, Chief Financial Officer or Treasurer of Borrower and certified by the Secretary of Borrower and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iiiLender) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and any request to make Applicable Tranche Swingline Loans and the respective amounts thereofa Loan or a repayment under this Agreement, and (2) on any signature that Lender reasonably believes to be genuine, and Borrower shall be bound thereby in the same manner as if such Applicable Tranche Swingline Loans are being requested on the same day as individual were actually authorized or such signature were genuine. Borrower also hereby agrees to defend and indemnify Lender and hold Lender harmless from and against any Applicable Tranche Revolving Loansand all claims, whether such Applicable Tranche Swingline Loans are demands, damages, liabilities, losses and reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) relating to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent or arising out of or in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, connection with the proceeds made available to it in respect acceptance of one instructions for making Loans or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsrepayments under this Agreement.

Method of Borrowing. (a) To request an Advance hereunderThe Borrower shall give the Administrative Agent notice substantially in the form of Exhibit E (a "Notice of Borrowing") not later than 11:00 A.M. (New York City time) on (x) the Domestic Business Day before each Base Rate Borrowing and (y) the third Euro-Dollar Business Day before each Euro-Dollar Borrowing (or, if the duration of the initial Interest Period applicable to such Borrowing is requested to be twelve months, the Company shallfifth Euro-Dollar Business Day before such Euro-Dollar Borrowing), specifying: (i) give notification by telephone (the date of such Borrowing, which notification shall be made on a Domestic Business Day in the case of a Base Rate Borrowing Date, may be made either before or after delivery a Euro-Dollar Business Day in the case of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”),a Euro-Dollar Borrowing; (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advancesuch Borrowing; (2iii) the date initial Type of Loans comprising such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”)Borrowing; and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (ziv) in the case of a Clearing Member Customer Gold Warrant Advance Euro-Dollar Borrowing, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. Notwithstanding the foregoing, no more than eight Groups of Euro-Dollar Loans shall be outstanding hereunder at any one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andtime, and any Borrowing which would exceed such limitation shall be made as a Base Rate Borrowing. (Bb) Upon receipt of a notice to Notice of Borrowing, the Collateral Administrative Agent shall promptly notify each Bank of the contents thereof and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged such Bank's ratable share of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Company to secure the requested Advance Borrower. (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate c) Not later than 1:00 P.M. (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to New York City time) and delivered to on the Collateral Agent’s Office and the Collateral Monitoring Agent’s Officedate of each Borrowing, and (iii) give separate notificationeach Bank shall make available its ratable share of such Borrowing, by telephonein Federal or other funds immediately available in New York City, to the Collateral Administrative Agent at its address referred to in Section 9.01. Unless the Administrative Agent determines that any applicable condition specified in Article 3 has not been satisfied, the Collateral Notice has been delivered Administrative Agent will make the funds so received from the Banks available to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect Borrower at the Borrower Account. (d) Unless the Administrative Agent shall have received notice from a Bank prior to the date of Applicable Tranche Revolving Loans, the Company may also any Borrowing that such Bank will not make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to Bank's share of such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline LoansBorrowing as required by the terms of this Agreement, the Administrative Agent may assume that such Bank has made such share available to the Administrative Agent on the date of such Borrowing in accordance with subsection (c) of this Section and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall firstnot have so made such share available to the Administrative Agent, use such Bank and the proceeds of Borrower severally agree to repay to the Applicable Tranche Revolving Loans timely 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 the Federal Funds Rate; provided that the Administrative Agent shall not demand repayment from the Borrower unless it to fund the requested Advance as provided in Section 3.1(b), shall have first demanded repayment from such Bank and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline such Bank shall have failed to repay. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of this Agreement. (e) Nothing in subsection (d) shall be in addition to, and shall not deemed to relieve such any Bank from its obligation to fulfill its Commitment hereunder to make Applicable Tranche Revolving Loans ratably in proportion or to prejudice any right which the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit Borrower may have against any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsdefaulting Bank.

Method of Borrowing. (a) To request an Advance hereunderBorrower shall give notice (a "Notice of Borrowing") to the Agent by 11:30 a.m. (St. Louis time) on the Domestic Business Day of each Floating Rate Loan, the Company shalland by 11:30 a.m. (St. Louis Time) at least three (3) Eurodollar Business Days before each LIBOR Loan, specifying: (i) give notification by telephone (the date of such Revolving Credit Loan, which notification shall be made on a Domestic Business Day in the Borrowing Date, may be made either before or after delivery case of a Floating Rate Loan and a Eurodollar Business Day in the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount case of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”)a LIBOR Loan, (ii) deliver, by email prior to the Applicable Borrower Notice Deadline:aggregate principal amount of such Revolving Credit Loan, (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4iii) whether such Advance Revolving Credit Loan is requested as an Applicable Tranche Revolving to be a Floating Rate Loan or Applicable Tranche Swingline a LIBOR Loan;, (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (ziv) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andLIBOR Loan, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (Bb) Upon receipt of a notice Notice of Borrowing given to it, the Agent shall notify each Bank by 12:30 p.m. (St. Louis time) on the date of receipt of such Notice of Borrowing by the Agent (which must be a Domestic Business Day) of the contents thereof and of such Bank's Pro Rata Share of such Revolving Credit Loan. A Notice of Borrowing shall not be revocable by Borrower. The Agent shall not be required to make any amount available to Borrower hereunder except to the Collateral extent the Agent and Collateral Monitoring shall have received such amounts from the Banks as set forth herein; provided, however, that unless the Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged shall have been notified by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered Bank prior to the Collateral time a Revolving Credit Loan is to be made hereunder that such Bank does not intend to make its Pro Rata Share of such Revolving Credit Loan available to the Agent, the Agent may assume that such Bank has made such Pro Rata Share available to the Agent prior to such time, and the Collateral Monitoring Agent, as updated Agent may in writing by the Company from time reliance upon such assumption make available to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral AgentBorrower a corresponding amount. Concurrently with, or shortly following, or If such corresponding amount is not in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not fact made available to the Administrative Agent by such Bank and the Agent has made such amount available to Borrower, the Agent shall be entitled to receive such amount from such Bank forthwith upon its demand, together with interest thereon in respect of each day during the period commencing on the date such amount was made available to Borrower and ending on but excluding the date the Agent recovers such amount from such Bank at a timely manner rate per annum equal to the Fed Funds Base Rate. (any such Applicable Tranche Swingline c) Not later than 2:00 p.m. (St. Louis time) on the date of each Revolving Credit Loan, an “Applicable Tranche Covering Swingline each Bank shall (except as provided in subsection (d) of this Section) make available its Pro Rata Share of such Revolving Credit Loan”, in Federal or other funds immediately available in St. Louis, Missouri, to the Agent at its address specified in or pursuant to Section 9.07. Unless the Agent determines that any applicable condition specified in Section 4 has not been satisfied, the Agent will make the funds so received from the Banks available to Borrower immediately thereafter at the Agent's aforesaid address by crediting such funds to Borrower's Account No. 100-1665965 at Mercantile (or such other account of Bxxxxxxx at Mercantile as may from time to time be mutually agreed upon in writing between the Agent and Borrower). (d) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline LoansBank makes a new Revolving Credit Loan hereunder on a day on which Borrower is required to or has elected to repay all or any part of an outstanding Revolving Credit Loan from such Bank, the Administrative Agent such Bank shall first, use apply the proceeds of its new Revolving Credit Loan to make such repayment and only an amount equal to the Applicable Tranche Revolving Loans timely difference (if any) between the amount being borrowed and the amount being repaid shall be made available by such Bank to it the Agent as provided in subsection (c) of this Section, or remitted by Borrower to fund the requested Advance Agent as provided in Section 3.1(b)2.09, as the case may be. (e) Borrower hereby authorizes the Agent to rely on telephonic, telegraphic, telecopy, telex or written instructions of any individual identifying himself or herself as an individual authorized to request a Revolving Credit Loan hereunder or to make a repayment hereunder, and secondon any signature which the Agent in good faith believes to be genuine, fund and Borrower shall be bound thereby in the remaining portion same manner as if such individual was actually authorized or such signature were genuine. Borrower also hereby agrees to indemnify the Agent and each of the requested AdvanceBanks and to hold the Agent and each of the Banks harmless from and against any and all claims, if anydemands, damages, liabilities, losses, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) relating to or arising out of or in connection with the proceeds made available to it in respect acceptance of one instructions for making Revolving Credit Loans or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsrepayments hereunder.

Method of Borrowing. (a) To request an The Borrower shall give the Agent notice (a "Notice of Borrowing"), which shall be substantially in the form of Exhibit E, prior to 10:00 A.M. (Atlanta, Georgia time) on the same Domestic Business Day for each Base Rate Borrowing and at least 3 Euro-Dollar Business Days before each Euro-Dollar Borrowing (except that, with respect to Tender Advances, if no such Notice of Borrowing is so given, such Tender Advance hereundershall be made as a Base Rate Borrowing), the Company shallspecifying: (i) give notification by telephone (the date of such Borrowing, which notification shall be made on a Domestic Business Day in the case of a Base Rate Borrowing Date, may be made either before or after delivery a Euro-Dollar Business Day in the case of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”)a Euro-Dollar Borrowing, (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance;such Borrowing, (2iii) whether the date of such Advance, which shall Borrowing is to be a Business Day;Base Rate Borrowing or a Euro-Dollar Borrowing, (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (ziv) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andEuro-Dollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (Bb) Upon receipt of a notice to Notice of Borrowing, the Collateral Agent shall promptly notify each Bank of the contents thereof and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged such Bank's ratable share of such Borrowing and such Notice of Borrowing, once received by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing shall not thereafter be revocable by the Company from time Borrower. The Agent also shall notify each Bank of a Tender Advance to time) and delivered be made automatically pursuant to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, andSection 3.03(a)(iii). (iiic) give separate notificationNot later than two (2) hours following the time such notice is given on the date of each Tender Advance, by telephoneeach Bank shall (except as provided in paragraph (d) of this Section) make available its ratable share of such Tender Advance, in Federal or other funds immediately available in Atlanta, Georgia, to the Collateral Agent at its address determined pursuant to Section 10.01. The Agent will use the funds so received from the Banks for Tender Advances to pay the related Reimbursement Obligations. If any Bank does not in fact make its ratable share of such Tender Advance available on such date, the Agent shall be entitled to recover such Bank's ratable share from such Bank or the Borrower (and for such purpose shall be entitled to charge such amount to any account of the Borrower maintained with the Agent), together with interest thereon for each day during the period from the date of such Tender Advance until such sum shall be paid in full at a rate per annum equal to the rate at which the Agent determines that it obtained (or could have obtained) overnight Federal funds to cover such amount for each such day during such period, provided that (i) any such payment by the Borrower of such Bank's ratable share and interest thereon shall be without prejudice to any rights that the Collateral Notice Borrower may have against such Bank and (ii) until such Bank has been delivered paid its ratable share of such Tender Advance, together with interest pursuant to the Collateral Agent. Concurrently withforegoing, it will have no interest in or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank rights with respect to such Tender Advance and make Applicable Tranche Swingline Loans and for any purpose hereunder. (d) With respect to the respective amounts Refunding Loan of each Bank, such Bank shall apply the proceeds of its Refunding Loan to pay the Loan maturing or being converted on the date thereof, and no funds actually need be made available by such Bank to the Agent. (2e) Notwithstanding anything to the contrary contained in this Agreement, no Euro-Dollar Borrowing may be made if there shall have occurred a Default or an Event of Default, which Default or Event of Default shall not have been cured or waived, and all Loans shall be made as Base Rate Loans (but shall bear interest at the Default Rate, if applicable). (f) In the event that a Notice of Borrowing fails to specify whether the Loans comprising such Applicable Tranche Swingline Borrowing are to be Base Rate Loans are being requested on the same day as any Applicable Tranche Revolving or Euro-Dollar Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not shall be made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving as Base Rate Loans. If the Borrower is otherwise entitled under this Agreement to repay any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, maturing at the Administrative Agent shall first, use end of an Interest Period applicable thereto with the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b)a new Borrowing, and secondthe Borrower fails to repay such Loans using its own moneys and fails to give a Notice of Borrowing in connection with such new Borrowing, fund a new Borrowing shall be deemed to be made on the remaining portion date such Loans mature in an amount equal to the principal amount of the requested AdvanceLoans so maturing, if any, with and the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank comprising such new Borrowing shall be in addition toBase Rate Loans. (g) Notwithstanding anything to the contrary contained herein, and there shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit be more than 4 Euro-Dollar Borrowings outstanding at any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsgiven time.

Method of Borrowing. (a) To request an Advance hereunderThe Borrower shall give the Bank notice (a "Notice of Borrowing") at least three Euro-Dollar Business Days before each Euro-Dollar Borrowing, the Company shallspecifying: (i) give notification by telephone (the date of such Borrowing, which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”)a Euro-Dollar Business Day, (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s OfficeBorrowing, and (iii) give separate notificationthe duration of the Interest Period applicable thereto, by telephone, subject to the Collateral Agent that provisions of the Collateral definition of Interest Period; (b) A Notice has of Borrowing, once given, shall be irrevocable. The Bank shall be entitled to rely on any telephonic Notice of Borrowing which it believes in good faith to have been delivered given by a duly authorized officer or employee of the Borrower and any Advances made by the Bank based on such telephonic notice shall, when credited by the Bank to the Collateral Agent. Concurrently withregular deposit account maintained by the Borrower with the Bank, or shortly following, or in lieu of, its making be an Advance Request for all purposes hereunder. Not later than 2:00 p.m., Charlotte, North Carolina time, on the date specified for the Borrowing in respect the Notice of Applicable Tranche Revolving LoansBorrowing, the Company may also make an Advance Request Bank shall credit, in respect immediately available funds, the amount of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline such Borrowing to the regular deposit account maintained by the Borrower with the Bank. (c) All advances made as Base Rate Loans shall also specify be funded by the Bank in accordance with the Loan Access Agreement. (1d) If the Banks being requested Bank makes a new Advance hereunder on a day on which the Borrower is to act as repay all or any part of an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loansoutstanding Advance, the Administrative Agent Bank shall first, use apply the proceeds of its new Advance to make such repayment and only an amount equal to the Applicable Tranche Revolving Loans timely difference (if any) between the amount being borrowed and the amount being repaid shall be made available by the Bank to it the Borrower as provided in subsection (b) or (c) of this Section, or remitted by the Borrower to fund the requested Advance Bank as provided in Section 3.1(b)2.11, and secondas the case may be. (e) Notwithstanding anything to the contrary contained in this Agreement, fund no Euro-Dollar Borrowing may be made if there shall have occurred a Default or an Event of Default, which Default or Event of Default shall not have been cured or waived. (f) If the remaining portion Borrower is otherwise entitled under this Agreement to repay any Advance maturing at the end of the requested Advance, if any, an Interest Period applicable thereto with the proceeds made available of a new Borrowing, and the Borrower fails to it repay such Advance using its own moneys and fails to give a Notice of Borrowing in respect of one or more Applicable Tranche Covering Swingline Loansconnection with such new Borrowing, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank a new Borrowing shall be deemed to be made on the date such Advance matures in addition toan amount equal to the principal amount of the Advance so maturing, and the Advance comprising such new Borrowing shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsbe a Base Rate Loan.

Method of Borrowing. (a) To request an Advance hereunderBorrower shall give the Agent notice (a "Notice of Borrowing"), in the Company shall: form attached hereto as Exhibit A, not later than 12:00 noon (St. Louis time) on (i) give notification by telephone (which notification shall be made on with respect to Base Rate Loans, the Business Day of each Borrowing Date, may be made either before or after delivery consisting of the Advance Request referred to in clause a Base Rate Loan and (ii) below and shall be subject with respect to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet deliveredLIBOR Loans, the amount second LIBOR Business Day before each Borrowing consisting of the Advancea LIBOR Loan, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specifyspecifying: (1) the aggregate amount date of such Borrowing, which shall be a Business Day in the requested Advancecase of a Borrowing consisting of a Base Rate Loan or a LIBOR Business Day in the case of a Borrowing consisting of a LIBOR Loan; (2) the date Class and Type of the Loans comprising such AdvanceBorrowing, which provided that with respect to the initial Credit Event hereunder, all Loans shall be a Business DayBase Rate Loans; (3) the Applicable Tranche under which aggregate amount of such Advance is requested;Borrowing and of each Loan comprising such Borrowing; and (4) whether the deposit account of the Agent's Domestic Lending Office into which such Advance Borrowing is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”)deposited; and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z5) in the case of a Clearing Member Customer Gold Warrant Advance LIBOR Rate Borrowing, the duration of the Interest Period applicable thereto. Notwithstanding the foregoing, Borrower's right to designate any Loan as a LIBOR Loan shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andsubject to the restrictions referred to in Section 2.5(c). (Bb) By 1:00 P.M. (St. Louis time) on the date of receipt of a notice Notice of Borrowing, the Agent shall notify each Bank of the contents thereof and of such Bank's ratable share of such Borrowing. Such Notice of Borrowing shall not be revocable by Borrower. (c) Not later than 2:00 P.M. (St. Louis time) on the date of each Borrowing, each Bank shall make available its ratable share of such Borrowing, in immediately available funds, to the Collateral Agent at the account number of the Agent set forth in Annex A. Unless the Agent determines that any applicable condition precedent has not been satisfied, the Agent will make the funds so received from each Bank available to Borrower in its deposit account designated in the applicable Notice of Borrowing. (d) Unless the Agent has received notice from a Bank, prior to any proposed Borrowing, that such Bank does not intend to fund its Loan requested to be made on such date, the Agent may assume that such Bank has funded its Loan and Collateral Monitoring is depositing the proceeds thereof with the Agent on such date, and the Agent in substantially its sole discretion may, but shall not be obligated to, disburse a corresponding amount to Borrower on such date. If Loan proceeds corresponding to that amount are not in fact deposited with the form of Exhibit I attached hereto detailing the Collateral pledged Agent by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed such Bank on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered or prior to the Collateral financing date of such Loan, such Bank agrees to pay, and in the event such Bank fails to immediately pay, Borrower agrees to repay, to the Agent and forthwith on demand such corresponding amount, together with interest on the Collateral Monitoring Agent, as updated in writing by the Company balance thereof from time to time) and delivered time outstanding for each day from the date such amount is disbursed to Borrower until the date such amount is paid or repaid to the Collateral Agent’s Office and , (i) in the Collateral Monitoring Agent’s Officecase of Borrower, and (iii) give separate notification, by telephone, to at the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect interest rate applicable to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereofBorrowing, and (2ii) if in the case of such Applicable Tranche Swingline Loans are being requested on Bank, at the same day as any Applicable Tranche Revolving Loans, whether Federal Funds Rate. If such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available Bank shall pay to the Administrative Agent in a timely manner such corresponding (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”e) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely All Borrowings made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank hereunder shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion disbursed by credit to the amount deposit account maintained by Borrower at the Agent's Domestic Lending Office that is designated in the applicable Notice of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsBorrowing.

Method of Borrowing. (a) To request an Advance hereunderBorrower shall give notice (a “Notice of Revolving Credit Borrowing”) to the Lender by 10:00 a.m. (St. Louis time) on the Domestic Business Day of each Revolving Credit Loan to be made to Borrower, the Company shallspecifying: (i) give notification by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such AdvanceRevolving Credit Loan, which shall be a Domestic Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7ii) the location and number aggregate principal amount of such Revolving Credit Loan. Such Notice of Revolving Credit Borrowing may be delivered by fax or e-mail, or by telephone. (b) A Notice of Revolving Credit Borrowing shall not be revocable by Borrower. (c) Not later than 2:00 p.m. (St. Louis time) on the Company’s account date of each Revolving Credit Loan, Lender shall make available such Revolving Credit Loan, in Federal or other funds immediately available in St. Louis, Missouri, to which the Borrower by crediting such funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a demand deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andBorrower at Lender. (Bd) a notice Borrower hereby irrevocably authorizes Lender to rely on telephonic, telegraphic, telecopy, telex or written instructions of any person identifying himself or herself as one of the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I individuals listed on Schedule 2.02 attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company or any other individual from time to time) time authorized to act on behalf of Borrower pursuant to a resolution adopted by the Board of Directors of Borrower and certified by the Secretary of Borrower and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s OfficeLender) (each, and (iiian “Authorized Person”) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and any request to make Applicable Tranche Swingline Loans and the respective amounts thereofa Revolving Credit Loan or a repayment hereunder, and (2) on any signature which the Lender believes to be genuine, and Borrower shall be bound thereby in the same manner as if such Applicable Tranche Swingline Loans are being requested on individual were actually indemnify the same day as Lender and to hold the Lender harmless from and against any Applicable Tranche Revolving Loansand all claims, whether such Applicable Tranche Swingline Loans are demands, damages, liabilities, losses, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) relating to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent or arising out of or in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, connection with the proceeds made available to it in respect acceptance of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans instructions purportedly given by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Authorized Person for making Revolving Credit Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsrepayments hereunder.

Method of Borrowing. (a) To request an Advance hereunder, the Company shall: In order to make a borrowing of Revolving Loans (other than (i) give notification by telephone (borrowings of Swingline Loans, which notification shall be made on the Borrowing Datepursuant to Section 2.02(c), may be made either before or after delivery of the Advance Request referred to in clause (ii) below and borrowings for the purpose of repaying Refunded Swingline Loans, which shall be subject made pursuant to Section 3.5(b2.02(d), (iii) borrowings for the purpose of paying unpaid Reimbursement Obligations, which shall be made pursuant to Section 3.05, and (iv) borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.04), the applicable Borrower shall give notice (each, a “Notice of Borrowing”) substantially in the form of Exhibit B-1 to the Administrative Agent by 11:00 a.m. (Charlotte time) on the Business Day of each Base Rate Loan to be made to such Borrower, and by 11:00 a.m. (Charlotte time) at least three (3) Business Days before each LIBOR Loan to be made to such Borrower, specifying: (i) the date of such Revolving Loan, which shall be a Business Day during the Revolving Credit Period; (ii) the aggregate principal amount of such Revolving Loan; (iii) the initial Type of the Loan, provided that if such Borrower shall have failed to designate the Advance Request has been or will Type of such Loan, such Borrower shall be delivered deemed to have requested a borrowing comprised of Base Rate Loans; and (iv) in the case of a LIBOR Loan, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, provided that if such Borrower shall have failed to select the duration of the applicable Interest Period, then such Borrower shall be deemed to have selected an Interest Period with a duration of one month. (b) Not later than 2:00 p.m. (Charlotte time) on the date of each Revolving Loan, each Bank shall make available its Pro Rata Share of such Revolving Loan, in Dollars and in funds immediately available to the Administrative Agent andat its address specified in Schedule 9.04. The Administrative Agent will make the funds so received from the Banks available to the applicable Borrower immediately thereafter at the Administrative Agent’s aforesaid address by crediting such funds to the deposit account specified by such Borrower on its Account Designation Letter (or such other account mutually agreed upon in writing between the Administrative Agent and such Borrower). The Administrative Agent shall not be required to make any amount available to the applicable Borrower hereunder except to the extent the Administrative Agent shall have received such amounts from the Banks as set forth herein, if not yet deliveredprovided, however, that unless the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, Administrative Agent shall have been notified by email a Bank prior to the Applicable Borrower Notice Deadline: (A) time a notice Loan is to the Administrative Agent be made hereunder that such Bank does not intend to make its Pro Rata Share of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered Loan available to the Administrative Agent, as updated the Administrative Agent may assume that such Bank has made such Pro Rata Share available to the Administrative Agent prior to such time, and the Administrative Agent may in writing reliance upon such assumption, but shall not be required to, make available to the applicable Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Bank and the Administrative Agent has made such amount available to the applicable Borrower, the applicable Bank and applicable Borrower severally agree to pay to the Administrative Agent forthwith and on demand such corresponding amount, together with interest thereon in respect of each day during the period from and including the date such amount was made available to such Borrower to but excluding the date the Administrative Agent recovers such amount at (i) in the case of a payment to be made by such Bank, the greater of the Fed Funds Rate and a rate determined by the Company Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by such Borrower, the Adjusted Base Rate. (c) In order to make a borrowing of a Swingline Loan, the applicable Borrower will give the Administrative Agent and the Swingline Bank written notice not later than 11:00 a.m., Charlotte time, on the date of such borrowing. Each such notice (each, a “Notice of Swingline Borrowing”) shall be substantially in the form of Exhibit B-2, shall be irrevocable and shall specify (i) the principal amount of the Swingline Loan to be made pursuant to such borrowing (which shall not be less than $100,000 and, if greater, shall be in an integral multiple of $100,000 in excess thereof (or, if less, in the amount of the Unutilized Swingline Commitment)) and (ii) the date of such Swingline Loan, which shall be a Business Day during the Revolving Credit Period, but not later than fourteen (14) Business Days prior to the Swingline Maturity Date. Not later than 2:00 p.m., Charlotte time, on the date of the Swingline Loan, the Swingline Bank will make available an amount equal to the amount of such Swingline Loan, in Dollars and in funds immediately available in Charlotte, North Carolina to the Administrative Agent. To the extent the Swingline Bank has made such amount available to the Administrative Agent as provided hereinabove, the Administrative Agent will make such amount available to the applicable Borrower in like funds as received by the Administrative Agent. (d) With respect to any outstanding Swingline Loans, the Swingline Bank may at any time (whether or not an Event of Default has occurred and is continuing) in its sole and absolute discretion, and is hereby authorized and empowered by the applicable Borrower to, cause a borrowing of Revolving Loans to be made for the purpose of repaying such Swingline Loans by delivering to the Administrative Agent (if the Administrative Agent is not also the Swingline Bank) and each other Bank (on behalf of, and with a copy to, the Borrowers), not later than 11:00 a.m., Charlotte time, on the proposed date of such Revolving Loan, a notice (which shall be deemed to be a Notice of Borrowing given by the applicable Borrower) requesting the Banks to make Revolving Loans (which shall be made initially as Base Rate Loans) on such date in an aggregate amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date such notice is given that the Swingline Bank requests to be repaid. Not later than 2:00 p.m., Charlotte time, on the requested date of such Revolving Loans, each Bank (other than the Swingline Bank) will make available its Pro Rata Share of such Revolving Loan, in Dollars and in funds immediately available to the Administrative Agent at its address specified in Schedule 9.04. To the extent the Banks have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Bank in like funds as received by the Administrative Agent, which shall apply such amounts in repayment of the Refunded Swingline Loans. Notwithstanding any provision of this Agreement to the contrary, on the date of such Loan, the Refunded Swingline Loans (including the Swingline Bank’s Pro Rata Share thereof, in its capacity as a Bank) shall be deemed to be repaid with the proceeds of the Revolving Loans made as provided above (including a Revolving Loan deemed to have been made by the Swingline Bank), and such Refunded Swingline Loans deemed to be so repaid shall no longer be outstanding as Swingline Loans but shall be outstanding as Revolving Loans. If any portion of any such amount repaid (or deemed to be repaid) to the Swingline Bank shall be recovered by or on behalf of the applicable Borrower from the Swingline Bank in any proceeding under any Debtor Relief Law or otherwise, the loss of the amount so recovered shall be shared ratably among all the Banks based on each Bank’s Pro Rata Share. (e) If, as a result of any proceeding under any Debtor Relief Law with respect to any Borrower, Revolving Loans are not made pursuant to Section 2.02(d) in an amount sufficient to repay any amounts owed to the Swingline Bank in respect of any outstanding Swingline Loans, or if the Swingline Bank is otherwise precluded for any reason from giving a notice on behalf of the applicable Borrower as provided for hereinabove, the Swingline Bank shall be deemed to have sold without recourse, representation or warranty, and each Bank shall be deemed to have purchased and hereby agrees to purchase, a participation in such outstanding Swingline Loans in an amount equal to its Pro Rata Share at such time of the unpaid amount thereof together with accrued interest thereon. Upon one (1) Business Day’s prior notice from the Swingline Bank, each Bank (other than the Swingline Bank) will make available its Pro Rata Share of such Revolving Loan, in Dollars and in funds immediately available to the Administrative Agent at its address specified in Schedule 9.04. To the extent the Banks have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Bank in like funds as received by the Administrative Agent. In the event any such Bank fails to make available to the Administrative Agent the amount of such Bank’s participation as provided in this Section 2.02(e), the Swingline Bank shall be entitled to recover such amount on demand from such Bank, together with interest thereon for each day from the date such amount is required to be made available for the account of the Swingline Bank until the date such amount is made available to the Swingline Bank at the Fed Funds Rate for the first three (3) Business Days and thereafter at the Adjusted Base Rate applicable to Revolving Loans. Promptly following its receipt of any payment by or on behalf of the applicable Borrower in respect of a Swingline Loan, the Swingline Bank will pay to each Bank that has acquired a participation therein such Bank’s Pro Rata Share of such payment. (f) Notwithstanding any provision of this Agreement to the contrary, the obligation of each Bank (other than the Swingline Bank) to make Revolving Loans for the purpose of repaying any Refunded Swingline Loans pursuant to Section 2.02(d) and each such Bank’s obligation to purchase a participation in any unpaid Swingline Loans pursuant to Section 2.02(e) shall be absolute and unconditional and shall not be affected by any circumstance or event whatsoever, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right that such Bank may have against the Swingline Bank, the Administrative Agent, any Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default, (iii) the failure of the amount of such borrowing of Revolving Loans to meet the minimum borrowing amount specified in Section 2.01(a), or (iv) the failure of any conditions set forth in Section 4.02 or elsewhere herein to be satisfied. (g) The obligations of the Banks hereunder to make Loans, to fund participations in Letters of Credit and Swingline Loans and to make payments pursuant to Section 9.03(c) are several and not joint. The failure of any Bank to make any Loan, to fund any such participation or to make any such payment on any date shall not relieve any other Bank of its corresponding obligation, if any, hereunder to do so on such date, but no Bank shall be responsible for the failure of any other Bank to so make its Loan, purchase its participation or to make any such payment required hereunder. (h) Each Bank may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan to or for the account of such Bank in accordance with the terms of this Agreement. (i) Each Borrower hereby irrevocably authorizes the Administrative Agent to rely on telephonic, telegraphic, facsimile, telex or written instructions of any person identifying himself or herself as one of the individuals listed on Schedule 2.02 attached hereto (or any other individual from time to time) time authorized to act on behalf of such Borrower pursuant to a resolution adopted by the Board of Directors of such Borrower and certified by the Secretary of such Borrower and delivered to the Administrative Agent’s Office applicable for ) (the “Authorized Individuals”) with respect to any request to make a Loan or a repayment by such Applicable TrancheBorrower hereunder, and on any signature which the Administrative Agent believes to be genuine, and such Borrower shall specify: be bound thereby in the same manner as if such individual were actually authorized or such signature were genuine; provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed on an Account Designation Letter. Each Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. Each Borrower also hereby agrees to defend and indemnify the Administrative Agent and each Bank and hold the Administrative Agent and each Bank harmless from and against any and all claims, demands, damages, liabilities, losses, costs and expenses (1including, without limitation, reasonable attorneys’ fees and expenses) relating to or arising out of or in connection with the aggregate amount acceptance of instructions for making Loans or repayments under this Agreement; provided that the Administrative Agent and each Bank will not have any right to indemnification for any of the requested Advance; (2) foregoing to the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with extent resulting from the Administrative Agent’s or such Bank’s own fraud, (y) gross negligence or willful misconduct or a breach in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with bad faith by the Administrative Agent or another financial institution or (z) such Bank of its obligations hereunder, in the case each case, as determined by a final non-appealable judgment of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form court of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodscompetent jurisdiction.

Method of Borrowing. Whenever the Borrowers desire to receive an Advance, including the initial Advance, or to convert any portion of the outstanding Base Rate Loans into one or more LIBOR Borrowings (aa “Conversion”), or to continue all or any portion of an outstanding LIBOR Loan for another or additional LIBOR Period (a “Continuation”), Borrower Representative on behalf of the applicable Borrower shall give the Agent notice in writing (by telecopy or by telephone confirmed immediately in writing) To request in the form of a duly completed Exhibit D-1 (a “Notice of Borrowing”) duly executed by an Authorized Signatory, in the case of an Advance hereunderor Continuation of, or a Conversion into, a LIBOR Borrowing, three (3) Business Days before the Company shall: requested date of such Advance, Conversion or Continuation, and in the case of an Advance of a Base Rate Borrowing, not later than 11:00 a.m. (New York City time) on the Business Day before the requested date of such Advance (which shall be a Business Day). Such Notice of Borrowing shall specify (i) give notification by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount requested date of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans Conversion or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such AdvanceContinuation, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (zii) in the case of a Clearing Member Customer Gold Warrant Advance shall be one Conversion or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”)Continuation, which Collateral Notice shall existing Borrowings include the Loans or portions thereof to be executed affected by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E heretosuch Notice, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notificationthe amount of the Advances to be incurred, and/or the Borrowings to be created by telephonesuch Conversion or Continuation, to (iv) the Collateral Agent that Class of the Collateral Notice has been delivered to Loans comprising each requested Borrowing, (v) in the Collateral Agent. Concurrently withcase of a LIBOR Advance, Conversion or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving LoansContinuation, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds duration of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion LIBOR Period of the requested AdvanceBorrowing and (vi) such other information as the Agent shall request. If a request for a Conversion or Continuation is not timely made prior to the expiration of a LIBOR Period, if any, or is not made in accordance with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubtthis Section, the provision portions of Applicable Tranche Swingline the Loans by any Applicable Tranche Swingline Bank proposed to be affected thereby shall be in addition toconverted into, and or continued as, Base Rate Loans. Any Notice of Borrowing received after 2:00 p.m. (New York City time) shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to be deemed received on the amount following Business Day. Each Notice of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices Borrowing shall be irrevocable upon receipt by the Company requesting same, agree to accept such notices via other electronic delivery methodsAgent.

Method of Borrowing. (a) To request an Advance hereunder, the Company shall: (i) 2.2.1 The Borrower shall give notification by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that an irrevocable Notice of Borrowing in the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount case of the a Eurodollar Advance, not later than noon, Central time, three (3) Business Days before the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent date of such request for Applicable Tranche Revolving Loans proposed Advance or Applicable Tranche Swingline Loans in substantially the form case of Exhibit H attached hereto an ABR Advance, not later than 10:00 a.m., Central time, one (an “Advance Request”), which Advance Request shall be executed by an officer 1) Business Day before the date of the Company listed on an incumbency certificate (in substantially the form such proposed Advance. Each Notice of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and Borrowing shall specify: (1a) the aggregate amount name of the requested AdvanceBorrower or the applicable Designated Borrower to whom the Advance is to be advanced; (2b) the date of such AdvanceBorrowing Date, which shall be a Business Day, of such requested Advance; (3c) the Applicable Tranche under which aggregate amount of such Advance is requestedrequested Advance; (4d) whether such Advance is requested as to be an Applicable Tranche Revolving Loan ABR Advance or Applicable Tranche Swingline Loana Eurodollar Advance; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (ze) in the case of a Clearing Member Customer Gold Warrant Eurodollar Advance, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period;” and (f) the account of the Borrower or the Designated Borrower, as applicable, to which the proceeds of the Advance should be deposited. If no election as to the Type of Advance is specified, then the requested Advance shall be an ABR Advance. If no Interest Period is specified with respect to any requested Eurodollar Advance, then the Borrower shall be deemed to have selected an Interest Period of one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B1) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form month’s duration. Each Notice of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall Borrowing must be executed by an officer of the Company listed Authorized Officer whose signature is set forth on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring AgentSchedule 2.2.1, as updated in writing by the Company such schedule is amended and supplemented from time to time) . 2.2.2 Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and delivered to of such Lender’s share of the Collateral Agent’s Office requested Advance, and such Notice of Borrowing shall not thereafter be revocable by the Collateral Monitoring Agent’s Office, andBorrower. (iiia) give separate notificationEach Lender shall make each Loan to be made by it hereunder on the proposed Borrowing Date thereof by wire transfer of immediately available funds by 1:00 p.m., by telephoneCentral time, to the Collateral account of the Administrative Agent that the Collateral Notice has been delivered most recently designated by it for such purpose by notice to the Collateral AgentLenders. Concurrently withThe Administrative Agent will make such Loans available to the Borrower or such Designated Borrower, as applicable, by promptly crediting the amounts so received, in like funds, to an account of the Borrower or shortly following, the applicable Designated Borrower designated by the Borrower. Nothing herein shall be deemed to obligate any Lender to obtain the funds for its Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for its Loan in lieu of, its making an any particular place or manner. (b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also that such Lender will not make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to Lender’s Percentage Share of such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline LoansAdvance, the Administrative Agent shall firstmay assume that such Lender has made such share available on such date in accordance with Section 2.2.3 and may, use in reliance upon such assumption, make available to the proceeds Borrower or applicable Designated Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the Applicable Tranche Revolving Loans timely applicable Advance available to the Administrative Agent, then the applicable Lender and the Borrower or applicable Designated Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to it the Borrower or such Designated Borrower to fund but excluding the requested Advance as provided date of payment to the Administrative Agent, at (a) in Section 3.1(b)the case of such Lender, and second, fund the remaining portion greater of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans Federal Funds Effective Rate and a rate determined by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent mayin accordance with banking industry rules on interbank compensation or (b) in the case of the Borrower or such Designated Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to the extent commercially reasonable and following telephone notices by the Company requesting sameAdministrative Agent, agree to accept then such notices via other electronic delivery methodsamount shall constitute such Lender’s Loan included in such Advance.

Method of Borrowing. (a) To request an Advance hereunderthe Borrowing of New Loans on the Effective Date, the Company shall:Borrower shall deliver to Administrative Agent a duly completed Borrowing Request Notice prior to 10:00 am (Central Time) two (2) Business Days before the Effective Date. (ib) give notification by telephone (which notification To request a Borrowing of Incremental Loans, the Borrower shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) deliver to the Administrative Agent a duly completed Borrowing Request Notice prior to 10:00 a.m. (Central Time) five (5) Business Days before the date of the proposed Borrowing; provided, that the Advance each Borrowing of Incremental Loans shall be in an aggregate amount that is not less than $20,000,000. (c) Upon receipt of a Borrowing Request has been or will be delivered to Notice described in Section 2.02(a), the Administrative Agent andshall promptly notify each Lender of the receipt thereof, if and such Borrowing Request Notice shall not yet deliveredthereafter be revocable by the Borrower (except as otherwise set forth in that certain Funding Indemnification Letter agreement, dated as of November 7, 2017, among Vista Sand, the amount of the Advance, the Applicable Tranche Borrower and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”Administrative Agent),. (iid) deliverUpon receipt of an Incremental Borrowing Request Notice described in Section 2.02(b), by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer promptly notify each Lender of the Company listed on an incumbency certificate (in substantially the form of Exhibit E heretoreceipt thereof, delivered to the Administrative Agent, as updated in writing and such Incremental Borrowing Request Notice shall not thereafter be revocable by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify:Borrower. (1e) the aggregate amount of the requested Advance; Not later than (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (xi) in the case of an Advance the Borrowing of New Loans, 12:00 noon (other than Central time) on the Effective Date, each Lender shall make available a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) Loan in the case amount of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollarsits New Commitment, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (zii) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and Borrowing of Incremental Loans, 12:00 noon (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to Central time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loansdate of such Borrowing, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made each Lender shall make available the amount of its requested Incremental Loan, in each case in funds immediately available to the Administrative Agent at its address set forth herein. Unless Administrative Agent determines that any applicable condition specified in Section 6.02 or, in the case of a timely manner Borrowing of Incremental Loans, Section 6.03 has not been satisfied, Administrative Agent will make the funds so received from Lenders available to the Borrower at Administrative Agent’s aforesaid address. (f) In the event that any Lender fails to fund its share of any Incremental Loan required to be funded by such Lender hereunder (any such Applicable Tranche Swingline Loanunfunded amount, an such Lender’s “Applicable Tranche Covering Swingline LoanUnfunded Incremental Loan Amount”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent maywill fund, or will cause one or more other Lenders that are Affiliates of the Administrative Agent to fund, within five (5) Business Days after the requested Borrowing Date, the Unfunded Incremental Loan Amount of such Lender. Thereafter, the portion of the Unfunded Incremental Loan Amount funded by the Administrative Agent or any other Lender shall constitute a Loan owing to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept Administrative Agent or such notices via other electronic delivery methodsLender.

Method of Borrowing. (a) To request an Advance hereunderThe Borrower shall give the -------------------- Agent notice (a "Notice of Borrowing") not later than 10:00 A.M. (New York City time) on the date of any Base Rate Borrowing and not later than 10:00 A.M. (New York City time) at least three Euro-Dollar Business Days before each Euro-Dollar Borrowing, the Company shallspecifying: (i) give notification by telephone (the date of such Borrowing, which notification shall be made on a Domestic Business Day in the case of a Base Rate Borrowing Date, may be made either before or after delivery a Euro-Dollar Business Day in the case of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”),a Euro-Dollar Borrowing; (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such AdvanceBorrowing, which shall be $5,000,000 or a Business Day; larger multiple of $1,000,000 (3) except that any Borrowing may be in the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency aggregate amount of the Loans to be borrowed (if unused Commitment of the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollarsapplicable Class); (6iii) whether the Loans comprising such Advance shall Borrowing are to be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account Base Rate Loans or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”)Euro-Dollar Loans; and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (ziv) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andEuro-Dollar Borrowing, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (Bb) Upon receipt of a notice to Notice of Borrowing, the Collateral Agent shall promptly notify each Lender of the contents thereof and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged such Lender's share of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Company to secure the requested Advance Borrower. (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate c) Not later than 12:00 Noon (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to New York City time) and delivered to on the Collateral Agent’s Office and the Collateral Monitoring Agent’s Officedate of each Borrowing, and each Lender shall (iiiexcept as provided in subsection (d) give separate notificationof this Section) make available its share of such Borrowing, by telephonein Federal or other funds immediately available in New York City, to the Collateral Agent at its address specified in or pursuant to Section 10.01. Unless the Agent determines that the Collateral Notice any applicable condition specified in Article III has not been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loanssatisfied, the Company may also Agent will make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and funds so received from the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made Lenders available to the Administrative Agent in a timely manner Borrower at the Agent's aforesaid address. (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”d) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline LoansLender makes a new Loan hereunder on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Lender, the Administrative Agent such Lender shall first, use apply the proceeds of its new Loan to make such repayment and only an amount equal to the Applicable Tranche Revolving Loans timely difference (if any) between the amount being borrowed and the amount being repaid shall be made available by such Lender to it the Agent as provided in subsection (b), or remitted by the Borrower to fund the requested Advance Agent as provided in Section 3.1(b2.10, as the case may be. (e) If the Agent has not received from the Borrower the payment required by Section 2.13(g) by 12:30 P.M. (New York City time) on the date on which an Issuing Bank has notified the Borrower and the Agent that payment of a draft presented under any Letter of Credit will be made, as provided in Section 2.13(g), the Agent will promptly notify such Issuing Bank and second, fund the remaining portion each Lender of the requested AdvanceLetter of Credit Disbursement and, if anyin the case of each Lender, with its Applicable Percentage of such Letter of Credit Disbursement. Not later than 2:00 P.M. (New York City time) on such date, each Lender shall make available such Lender's Applicable Percentage of such Letter of Credit Disbursement, in Federal or other funds immediately available in New York City, to the proceeds made Agent at its address specified in or pursuant to Section 10.01, and the Agent will promptly make such funds available to it the applicable Issuing Bank. The Agent will promptly remit to each Lender that shall have made such funds available its Applicable Percentage of any amounts subsequently received by the Agent from the Borrower in respect of one such Letter of Credit Disbursement. (f) Unless the Agent shall have received notice from a Lender prior to the date of any Borrowing, or more Applicable Tranche Covering Swingline Loansprior to the time of any required payment by such Lender in respect of a Letter of Credit Disbursement, subject that such Lender will not make available to Section 3.1(c). For the avoidance Agent such Lender's share of doubtsuch Borrowing or payment, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve Agent may assume that such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion Lender has made such share available to the amount Agent on the date of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email Borrowing or payment in accordance with subsections (due to operational difficulties c) and (d) or otherwise(e), as applicable, of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower or an Issuing Bank, as applicable, on such date a corresponding amount. If and to the extent commercially reasonable that such Lender shall not have so made such share available to the Agent, such Lender and following telephone notices the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available by the Company requesting sameAgent until the date such amount is repaid to the Agent, agree at (i) in the case of the Borrower, a rate per annum equal to accept the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.05 or Section 2.13(g), as applicable, and (ii) in the case of such notices via other electronic delivery methodsLender, the Federal Funds Rate. If such Lender shall repay to the Agent such corresponding amount in respect of a Borrowing, such amount so repaid shall constitute such Lender's Loan included in such Borrowing for purposes of this Agreement.

Method of Borrowing. (a) To From time to time during the Non-Revolving Credit Period, Borrower may request an Advance hereunderLoans by submitting a Request for Borrowing in the form annexed hereto as Schedule III to the Lender of each Loan requested by Borrower, the Company shall: containing (i) give notification by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such Advancethe Loan is required, which shall be a Business Day; ; (3ii) the Applicable Tranche under which aggregate principal amount of such Advance is requested; Loan; (4iii) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) a certification from the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood Borrower that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) each of the representations and warranties are true as of the date of the borrower, and (y) no Events of Default have occurred or are continuing. A Request for Borrowing shall be non-revocable by Borrower. (b) Provided that the aggregate outstanding principal balance of all Loans does not exceed One Million Dollars in respect of the first Borrowing (the “First Borrowing Threshold”), and Five Hundred Thousand Dollars ($500,000) (the “Additional Borrowing Threshold” and together with the First Borrowing Threshold, the “Pre-Approved Threshold”), then not later than 12:00 p.m. Pacific Standard Time on the first Business Day after the date of the Loan (as set forth in the case Request for Borrowing), the Lender shall have the obligation to disburse the full amount of an Advance (other than such Loan to Borrower by crediting such funds to a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a demand deposit account of Borrower at the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andaddress specified by Xxxxxxxx. (Bd) In the event that aggregate outstanding principal balance of all Loans exceeds the Pre-Approved Threshold, Lender shall have the right, in its sole discretion, to accept or reject additional Loans requested by Borrower. In determining whether to accept or reject such additional Loans, the Parties agree and acknowledge that Lender may require Borrower to provide additional due diligence and/or evidence of creditworthiness. (e) Borrower hereby irrevocably authorizes the Lender to rely on email instructions of any person that is authorized to act on behalf of Borrower pursuant to a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form resolution adopted by Xxxxxxxx’s board of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) directors and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s OfficeLender, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and any request to make Applicable Tranche Swingline Loans and the respective amounts thereofa Loan or a repayment hereunder, and (2) on any signature which the Lender reasonably believes to be genuine, and Borrower shall be bound thereby in the same manner as if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether individual were actually authorized or such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodssignature were genuine.

Method of Borrowing. (a) To request an Advance hereunderThe Borrower shall give the Agent notice (a “Notice of Borrowing”), the Company shall: (i) give notification by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to substantially in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E 2.02(a) hereto, delivered to on the Administrative Agentsame Business Day for a Prime Rate Borrowing and at least three (3) Business Days before each Libor Borrowing, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: specifying: (1) the aggregate amount of the requested Advance; (2i) the date of such AdvanceBorrowing, which shall be a Business Day; , (3ii) the Applicable Tranche under which aggregate amount of such Advance is requested; Borrowing, (4iii) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether comprising such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds Borrowing are to be disbursedPrime Rate Loans or Libor Loans, which and (xiv) in the case of an Advance Libor Loans, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (b) Upon receipt of a Notice of Borrowing, the Agent shall promptly notify each Lender of the contents thereof and of such Xxxxxx’s Pro Rata Share of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (c) Not later than 11:00 A.M. (Eastern Standard Time) on the date of each Borrowing, each Lender shall (except as provided in subSection (d) of this Section) make available its Pro Rata Share of such Borrowing, in Federal or other funds immediately available in Boston, Massachusetts, to the Agent at its address referred to in Section 9.01. Unless the Agent determines that any applicable condition specified in Article III has not been satisfied, the Agent will make the funds so received from the Lenders available to the Borrower at the Agent’s aforesaid address. Unless the Agent receives notice from a Lender, at the Agent’s address referred to in or specified pursuant to Section 9.01, no later than 10:00 A.M. (Eastern Standard Time) on the Business Day on which a Clearing Member Customer Gold Warrant Advance) Prime Rate Loan is to be made made, and no later than 4:00 P.M (Eastern Standard Time) on the Business Day before the date of all other Borrowings stating that such Lender will not make a Loan in U.S. Dollarsconnection with such Borrowing, Canadian Dollars, Euro or Sterling, the Agent shall be entitled to assume that such Lender will make a deposit Loan in connection with such Borrowing and, in reliance on such assumption, the Agent may (but shall not be obligated to) make available such Lender’s Pro Rata Share of such Borrowing to the Borrower for the account of such Lender. If the Agent makes such Xxxxxx’s Pro Rata Share available to the Borrower and such Lender does not in fact make its Pro Rata Share of such Borrowing available on such date, the Agent will be entitled to recover such Xxxxxx’s Pro Rata Share from such Lender or the Borrower (and for such purpose shall be entitled to charge such amount to any account of the Company’s Borrower maintained with the Administrative Agent), together with interest thereon for each day during the period from the date of such Borrowing until such sum shall be paid in full at a rate per annum equal to the rate at which the Agent determines that it obtained (of could have obtained) overnight Federal funds to cover such amount for each such day during such period, provided that any such payment by the Borrower of such Xxxxxx’s Pro Rata Share and interest thereon shall be without prejudice to any rights that the Borrower may have against such Lender. If the Agent does not exercise its option to advance funds for the account of such Lender, it shall forthwith notify the Borrower of such decision. (d) If any Lender makes a new Loan hereunder on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Lender, and, if so directed by the Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, such Lender shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use apply the proceeds of its new Loan to make such repayment and only an amount equal to the Applicable Tranche Revolving Loans timely difference (if any) between the amount being borrowed and the amount being repaid shall then be made available by such Lender to it the Agent as provided in subsection (c) of this Section, or remitted by the Borrower to fund the requested Advance Agent as provided in Section 3.1(b)2.11, and secondas the case may be. (e) In the event that a Notice of Borrowing fails to specify whether the Loans comprising such Borrowing are to be Prime Rate Loans or Libor Loans, fund such Loans shall be made as Prime Rate Loans. If the remaining portion Borrower is otherwise entitled under this Agreement to repay any Loans maturing at the end of the requested Advance, if any, an Interest Period applicable thereto with the proceeds made available of a new Borrowing, and the Borrower fails to it repay such Loans using its own moneys and fails to give a Notice of Borrowing in respect of one or more Applicable Tranche Covering Swingline Loansconnection with such new Borrowing, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank a new Borrowing shall be deemed to be made on the date such Loans mature in addition toan amount equal to the principal amount of the Loans so maturing, and the Loans comprising such new Borrowing shall be Prime Rate Loans. (f) Notwithstanding anything to the contrary contained herein, there shall not relieve such Bank from its obligation to make Applicable Tranche Revolving be more than six (6) Libor Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit outstanding at any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsgiven time.

Method of Borrowing. (a) To request an Advance hereunder, the Company shall: (i) The Borrower shall give notification by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent andwritten notice, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto N (an “Advance Request”a "Notice of Borrowing"), on the Domestic Business Day of each Revolving Borrowing or Swingline Borrowing which is a CIBC Alternate Base Rate Borrowing and at least three Euro-Dollar Business Days before each Revolving Borrowing or Swingline Borrowing which is a Euro-Dollar Borrowing (provided, that in the case of each Type of Revolving Borrowing or Swingline Borrowing, such Notice of Borrowing is received by the Administrative Agent prior to 12:00 noon, New York City time, on the required date of delivery), which Advance Request notice shall be executed include the certification required by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E heretoSections 6.1(d), delivered to the Administrative Agent6.2 or 6.3, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Trancheapplicable, and shall specify: (1i) the date of such Revolving Borrowing or such Swingline Borrowing, which shall be a Domestic Business Day in the case of a CIBC Alternate Base Rate Borrowing or a Euro-Dollar Business Day in the case of a Euro-Dollar Borrowing, (ii) the aggregate amount of the requested Advance;such Revolving Borrowing or such Swingline Borrowing, (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4iii) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans comprising such Revolving Borrowing or such Swingline Borrowing, are to be borrowed (if the Company fails to specify a currency in an Advance RequestCIBC Alternate Base Rate Loans or Euro-Dollar Loans, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (ziv) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andEuro-Dollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (Bb) Upon receipt of a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form Notice of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline LoansBorrowing, the Administrative Agent shall firstpromptly notify each Revolving Lender (or, use in the proceeds case of a Swingline Borrowing, each Swingline Lender) of the Applicable Tranche contents thereof and of such Lender's pro rata share of such Revolving Loans timely made Borrowing or such Swingline Borrowing, as the case may be, and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (c) Not later than 2:00 P.M., New York City time, on the date of each Revolving Borrowing and each Swingline Borrowing, each Lender with a Revolving Commitment or a Swingline Commitment shall make available its pro rata share of such Revolving Borrowing or such Swingline Borrowing, as the case may be, in Federal, or other funds immediately available in New York City, to it the Administrative Agent at its address referred to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion 11.1. Upon satisfaction of the requested Advanceapplicable conditions specified in Section 6.1, and, if anyapplicable, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, Sections 6.2 and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise)6.3, the Administrative Agent maywill make the funds so received from the Revolving Lenders (or, in the case of a Swingline Borrowing, the Swingline Lenders) available to the Borrower at the Administrative Agent's aforesaid address. To the extent commercially reasonable and following telephone notices by that any Revolving Lender fails to make available its pro rata portion of any Revolving Borrowing, the Company requesting sameother Revolving Lenders shall not be required to make available to the Borrower such Defaulting Lender's pro rata share of such Revolving Borrowing. To the extent that any Swingline Lender fails to make available its pro rata portion of any Swingline Borrowing, agree the other Swingline Lenders shall not be required to accept make available to the Borrower such notices via other electronic delivery methodsDefaulting Lender's pro rata share of such Swingline Borrowing.

Method of Borrowing. (a) To In order to request an Advance hereunderany Borrowing under Section 2.1, the Company shall: Borrower shall hand deliver or telecopy to Administrative Agent a duly completed Request for Borrowing prior to 11:00 a.m. (Chicago, Illinois time), (i) give notification by telephone (which notification shall be made on the Borrowing DateDate specified for a proposed Base Rate Borrowing; provided, may that no Request for Borrowing shall be required for any deemed request of a Base Rate Borrowing to finance the reimbursement of any payment or disbursement made either before or after delivery by Letter of the Advance Request referred to Credit Issuer under any Letter of Credit issued by it as provided in clause Section 2.1(b), and (ii) below and at least three (3) Eurodollar Business Days before the Borrowing Date of a proposed Eurodollar Borrowing. Each such Request for Borrowing shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadlinespecify: (A) a notice to the Administrative Agent Borrowing Date of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”)Borrowing, which Advance Request shall be executed by an officer a Domestic Business Day in the case of a Base Rate Borrowing or a Eurodollar Business Day in the Company listed on an incumbency certificate (in substantially the form case of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify:a Eurodollar Borrowing; (1B) the aggregate amount of the requested Advancesuch Borrowing; (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4C) whether such Advance Borrowing is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that Base Rate Borrowing or a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”)Eurodollar Borrowing; and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (zD) in the case of a Clearing Member Customer Gold Warrant Advance Eurodollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. In addition, if the proceeds of any such Borrowing will be used to fund purchases by Bond Purchaser under the 2008 Bonds, the 2009 Bonds or any Additional Permitted Revenue Bonds, such Request for Borrowing will include a certification from an Authorized Officer of Borrower as to the purpose and utilization of the proceeds of such Borrowing. (b) Upon receipt of a Request for Borrowing, Administrative Agent shall promptly notify each Bank of the contents thereof and the amount of the Borrowing to be loaned by such Bank pursuant thereto, and such Request for Borrowing shall not thereafter be revocable by Borrower. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral AgentBase Rate Borrowing. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank If no Interest Period is specified with respect to such Advance and make Applicable Tranche Swingline Loans and any requested Eurodollar Borrowing, then the respective amounts thereofBorrower shall be deemed to have selected an Interest Period of one month’s duration. (c) Not later than 1:00 p.m. (Chicago, and (2Illinois time) if such Applicable Tranche Swingline Loans are being requested on the same day as date of each Borrowing, each Bank shall make available its Commitment Percentage of such Borrowing, in Federal or other funds immediately available in Chicago, Illinois to Administrative Agent at its address set forth on Schedule 1.1 hereto. Unless Administrative Agent determines that any Applicable Tranche Revolving Loansapplicable condition specified in Section 6.2 has not been satisfied, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made Administrative Agent will make the funds so received from Banks available to Borrower at Administrative Agent’s aforesaid address; provided, that any Base Rate Borrowing made to finance the Administrative Agent in a timely manner (reimbursement of any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) payment or are simply being requested in addition to such Applicable Tranche Revolving Loans. If disbursement made by Letter of Credit Issuer under any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds Letter of the Applicable Tranche Revolving Loans timely made available to Credit issued by it to fund the requested Advance as provided in Section 3.1(b)2.1(b) shall be remitted by Administrative Agent to Letter of Credit Issuer. (d) Unless Administrative Agent shall have received notice from a Bank prior to the proposed date of any Borrowing that such Bank will not make available to Administrative Agent such Bank’s share of such Borrowing, Administrative Agent may assume that such Bank has made such share available on such date in accordance with Section 2.2(c) and secondmay, fund the remaining portion in reliance upon such assumption, make available to Borrower a corresponding amount. In such event, if a Bank has not in fact made its share of the requested Advanceapplicable Borrowing available to Administrative Agent, if anythen the applicable Bank and Borrower severally agree to pay to Administrative Agent forthwith on demand such corresponding amount with interest thereon, with for each day from and including the proceeds date such amount is made available to it Borrower to but excluding the date of payment to Administrative Agent, at (i) in respect the case of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubtsuch Bank, the provision greater of Applicable Tranche Swingline Loans the Federal Funds Rate and a rate determined by any Applicable Tranche Swingline Bank shall be Administrative Agent in addition toaccordance with banking industry rules on interbank compensation or (ii) in the case of Borrower, and shall not relieve the interest rate then applicable to Base Rate Borrowings. If such Bank from its obligation pays such amount to make Applicable Tranche Administrative Agent, then such amount shall constitute such Bank’s Revolving Loans ratably Loan included in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsBorrowing.

Method of Borrowing. (a) To request an Advance hereunderThe Borrower shall give the Agent notice (a "Notice of Borrowing"), the Company shall: (i) give notification by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to substantially in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto 2.02 (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E a) hereto, delivered to on the Administrative Agentsame Business Day for a Prime Rate Borrowing or a Cost-of-Funds Borrowing and at least three (3) Business Days before each Libor Borrowing, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: specifying: (1) the aggregate amount of the requested Advance; (2i) the date of such AdvanceBorrowing, which shall be a Business Day; , (3ii) the Applicable Tranche under which aggregate amount of such Advance is requested; Borrowing, (4iii) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether comprising such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds Borrowing are to be disbursedCost-of-Funds Loans, which Prime Rate Loans or Libor Loans, and (xiv) in the case of an Advance Fixed Rate Loans, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (b) Upon receipt of a Notice of Borrowing, the Agent shall promptly notify each Lender of the contents thereof and of such Lender's Pro Rata Share of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (c) Not later than 11:00 A.M. (Eastern Standard Time) on the date of each Borrowing, each Lender shall (except as provided in subSection (d) of this Section) make available its Pro Rata Share of such Borrowing, in Federal or other funds immediately available in Boston, Massachusetts, to the Agent at its address referred to in Section 9.01. Unless the Agent determines that any applicable condition specified in Article III has not been satisfied, the Agent will make the funds so received from the Lenders available to the Borrower at the Agent's aforesaid address. Unless the Agent receives notice from a Lender, at the Agent's address referred to in or specified pursuant to Section 9.01, no later than 10:00 A.M. (Eastern Standard Time) on the Business Day on which a Clearing Member Customer Gold Warrant Advance) Prime Rate Loan is to be made made, and no later than 4:00 P.M (Eastern Standard Time) on the Business Day before the date of all other Borrowings stating that such Lender will not make a Loan in U.S. Dollarsconnection with such Borrowing, Canadian Dollars, Euro or Sterling, the Agent shall be entitled to assume that such Lender will make a deposit Loan in connection with such Borrowing and, in reliance on such assumption, the Agent may (but shall not be obligated to) make available such Lender's Pro Rata Share of such Borrowing to the Borrower for the account of such Lender. If the Agent makes such Lender's Pro Rata Share available to the Borrower and such Lender does not in fact make its Pro Rata Share of such Borrowing available on such date, the Agent will be entitled to recover such Lender's Pro Rata Share from such Lender or the Borrower (and for such purpose shall be entitled to charge such amount to any account of the Company’s Borrower maintained with the Administrative Agent), together with interest thereon for each day during the period from the date of such Borrowing until such sum shall be paid in full at a rate per annum equal to the rate at which the Agent determines that it obtained (of could have obtained) overnight Federal funds to cover such amount for each such day during such period, provided that any such payment by the Borrower of such Lender's Pro Rata Share and interest thereon shall be without prejudice to any rights that the Borrower may have against such Lender. If the Agent does not exercise its option to advance funds for the account of such Lender, it shall forthwith notify the Borrower of such decision. (d) If any Lender makes a new Loan hereunder on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Lender, and, if so directed by the Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, such Lender shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use apply the proceeds of its new Loan to make such repayment and only an amount equal to the Applicable Tranche Revolving Loans timely difference (if any) between the amount being borrowed and the amount being repaid shall then be made available by such Lender to it the Agent as provided in subsection (c) of this Section, or remitted by the Borrower to fund the requested Advance Agent as provided in Section 3.1(b)2.11, and secondas the case may be. (e) In the event that a Notice of Borrowing fails to specify whether the Loans comprising such Borrowing are to be Cost-of-Funds Loans, fund Prime Rate Loans or Libor Loans, such Loans shall be made as Prime Rate Loans. If the remaining portion Borrower is otherwise entitled under this Agreement to repay any Loans maturing at the end of the requested Advance, if any, an Interest Period applicable thereto with the proceeds made available of a new Borrowing, and the Borrower fails to it repay such Loans using its own moneys and fails to give a Notice of Borrowing in respect of one or more Applicable Tranche Covering Swingline Loansconnection with such new Borrowing, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank a new Borrowing shall be deemed to be made on the date such Loans mature in addition toan amount equal to the principal amount of the Loans so maturing, and the Loans comprising such new Borrowing shall be Prime Rate Loans. (f) Notwithstanding anything to the contrary contained herein, there shall not relieve such be more than six (6) Fixed Rate Loans outstanding at any given time, and no Cost-of-Funds Loan shall be available hereunder on and after the date on which Fleet Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to is no longer the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodssole Lender hereunder.

Method of Borrowing. (a) To request an Advance hereunderBorrower shall give Lender oral or written notice (a “Notice of Borrowing”) by 10:00 a.m. (St. Louis time) on the Business Day of each Prime Loan to be made to Borrower, the Company shall: and by 10:00 a.m. (St. Louis time) at least three (3) New York Business Days before each LIBOR Loan to be made to Borrower, specifying: (i) give notification by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such AdvanceLoan, which shall be a Business Day; (3) Day during the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) Credit Period in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be Prime Loan and a deposit account of New York Business Day during the Company’s maintained with the Administrative Agent, (y) Revolving Credit Period in the case of an Advance a LIBOR Loan, (other than a Clearing Member Customer Gold Warrant Advanceii) the aggregate principal amount of such Loan, (iii) whether such Loan is to be made in a currency other than U.S. DollarsPrime Loan or a LIBOR Loan, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or and (ziv) in the case of a Clearing Member Customer Gold Warrant Advance LIBOR Loan, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (b) A Notice of Borrowing shall not be revocable by Borrower. (c) Subject to the terms and conditions of this Agreement, provided that Lender has received the Notice of Borrowing, Lender shall (unless Lender determines that any applicable condition specified in Section 3 has not been satisfied) make the applicable Loan to Borrower by crediting the amount of such Loan to a demand deposit account of Borrower at Lender specified by Borrower (or such other account mutually agreed upon in writing between Lender and Borrower) not later than 2:30 p.m. (St. Louis time) on the Business Day specified in said Notice of Borrowing. (d) If Lender makes a new Loan under this Agreement on a day on which Borrower is required to or has elected to repay all or any part of an outstanding Loan, Lender shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed and the amount being repaid shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andmade available by Lender to Borrower. (Be) a notice Borrower hereby irrevocably authorizes Lender to rely on telephonic, telegraphic, telecopy, telex or written instructions of any individual identifying himself or herself as one of the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I individuals listed on Schedule 2.02 attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company or any other individual from time to time) time authorized to act on behalf of Borrower pursuant to a document signed by the Chairman of the Board of Borrower and certified by the Secretary of Borrower and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iiiLender) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and any request to make Applicable Tranche Swingline Loans and the respective amounts thereofa Loan or a repayment under this Agreement, and (2) on any signature that Lender reasonably believes to be genuine, and Borrower shall be bound thereby in the same manner as if such Applicable Tranche Swingline Loans are being requested on the same day as individual were actually authorized or such signature were genuine. Borrower also hereby agrees to defend and indemnify Lender and hold Lender harmless from and against any Applicable Tranche Revolving Loansand all claims, whether such Applicable Tranche Swingline Loans are demands, damages, liabilities, losses and reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) relating to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent or arising out of or in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, connection with the proceeds made available to it in respect acceptance of one instructions for making Loans or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsrepayments under this Agreement.

Method of Borrowing. (a) To request an Advance hereunderThe Borrower shall give the Agent notice in the form attached hereto as EXHIBIT A (a "NOTICE OF BORROWING"), the Company shall: not later than 11:00 A.M. (San Antonio, Texas time) on (i) give notification by telephone (which notification shall be made on with respect to Base Rate Loans, the fifth Business Day before each Borrowing Date, may be made either before or after delivery consisting of the Advance Request referred to in clause a Base Rate Loan and (ii) below and shall be subject with respect to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet deliveredLIBOR Loans, the amount fifth LIBOR Business Day before each Borrowing consisting of the Advancea LIBOR Loan, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specifyspecifying: (1) the aggregate amount date of such Borrowing, which shall be a Business Day in the requested Advancecase of a Borrowing consisting of a Base Rate Loan or a LIBOR Business Day in the case of a Borrowing consisting of a LIBOR Loan; (2) the date Type of the Loans comprising such AdvanceBorrowing, which provided that with respect to the initial Credit Event hereunder, all Loans shall be a Business DayBase Rate Loans; (3) the Applicable Tranche under which aggregate amount of such Advance is requestedBorrowing and of each Loan comprising such Borrowing; (4) whether (i) the deposit account of the Agent's Domestic Lending Office into which such Advance Borrowing is requested as an Applicable Tranche Revolving Loan to be deposited or Applicable Tranche Swingline Loan(ii) complete wiring instructions for any other account of Borrower to which such Borrowing is requested to be wired; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance LIBOR Rate Borrowing, the duration of the Interest Period applicable thereto; (6) if the requested Borrowing will cause the aggregate principal balances of all Loans to exceed $10,000,000 for the first time during the term hereof, such Notice of Borrowing shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accountsaccompanied by a current business valuation, on a "going concern" basis, of Subsidiaries of Borrower other than Southwestern in form and substance satisfactory to Banks and showing a minimum value of $6,000,000; (7) whether any part of such Borrowing will be used to fund the closing of an Acquisition; and (B) 8) A compliance certificate as described in SECTION 5.1(f), current as of the date not earlier than the Business Day before the delivery of the Notice of Borrowing, including a notice schedule showing the changes which would occur to such compliance certificate after giving effect to the Collateral proposed Borrowing. Notwithstanding the foregoing, Borrower's right to designate any Loan as a LIBOR Loan shall be subject to the restrictions referred to in SECTION 2.5(c). (b) By 12:00 noon (San Antonio time) on the date of receipt of the applicable Notice of Borrowing from Borrower, the Agent shall notify each Bank of the contents thereof and Collateral Monitoring of CREDIT AGREEMENT 21 27 such Bank's ratable share of such Borrowing. Such Notice of Borrowing shall not be revocable by Borrower. (c) Not later than 1:00 P.M. (San Antonio time) on the date of each Borrowing, each Bank shall make available its ratable share of such Borrowing, in immediately available funds, to the Agent at the account number of the Agent set forth in Annex A. Unless the Agent determines that any applicable condition precedent has not been satisfied, the Agent will make the funds so received from each Bank available to the Requesting Borrower in its deposit account designated in the applicable Notice of Borrowing, unless otherwise directed in writing by Borrower and accepted by the Agent. (d) Unless the Agent has received notice from a Bank, prior to any proposed Borrowing, that such Bank does not intend to fund its Loan requested to be made on such date, the Agent may assume that such Bank has funded its Loan and is depositing the proceeds thereof with the Agent on such date, and the Agent in substantially its sole discretion may, but shall not be obligated to, disburse a corresponding amount to the form Borrower on such date. If Loan proceeds corresponding to that amount are not in fact deposited with the Agent by such Bank on or prior to the funding date of Exhibit I attached hereto detailing such Loan, such Bank agrees to pay, and in the Collateral pledged event such Bank fails to immediately pay, Borrower agrees to repay, to the Agent forthwith on demand such corresponding amount, together with interest on the balance thereof from time to time outstanding for each day from the date such amount is disbursed to Borrower until the date such amount is paid or repaid to the Agent, (i) in the case of Borrower, at the interest rate applicable to such Borrowing, and (ii) in the case of such Bank, at the Federal Funds Rate, but in no event in excess of the Maximum Rate. If such Bank shall pay to the Agent such corresponding amount, the amount so paid shall constitute such Bank's Loan as part of such Borrowing for the purposes of this Agreement. If both such Bank and Borrower shall repay such corresponding amount, the Agent shall promptly refund to Borrower such corresponding amount (together with any interest paid thereon by Borrower). This SECTION 2.2(d) does not relieve any Bank of its obligation to make its Loans on any funding date therefor. The obligations of each Bank hereunder are several, AND NEITHER ANY BANK NOR THE AGENT SHALL BE RESPONSIBLE FOR THE OBLIGATION OF ANY OTHER PERSON (OTHER THAN ITS AFFILIATES) HEREUNDER (OR SUCH OTHER PERSON'S DEFAULT IN THE PERFORMANCE THEREOF), nor will the failure by the Company Agent or any Bank to secure perform any of their respective obligations hereunder relieve the requested Advance Agent or any other Bank from the performance of its respective obligations hereunder. (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated e) Unless otherwise directed in writing by the Company from time to time) Borrower and delivered accepted by the Agent, all Borrowings made hereunder shall be disbursed by credit to the Collateral deposit account maintained by Borrower at the Agent’s 's Domestic Lending Office and that is designated in the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral applicable Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsBorrowing.

Method of Borrowing. (a) To request an Advance hereunderthe Borrowing of New Loans on the Effective Date, the Company shall:Borrower shall deliver to Administrative Agent a duly completed Borrowing Request Notice prior to 10:00 am (Central Time) two (2) Business Days before the Effective Date. (ib) give notification by telephone (which notification To request a Borrowing of Incremental Loans, the Borrower shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) deliver to the Administrative Agent a duly completed Incremental Borrowing Request Notice prior to 10:00 a.m. (Central Time) five (5) Business Days before the date of the proposed Borrowing; provided, that each Borrowing of Incremental Loans shall be in an aggregate amount that is not less than $20,000,000. (c) To request the Advance Request has been or will be delivered Borrowing of 2018 Incremental Loans on the Amendment No. 1 Effective Date, the Borrower shall deliver to the Administrative Agent and, if not yet delivered, a duly completed Borrowing Request Notice prior to 10:00 a.m. (Central Time) two (2) Business Days (or such shorter period as may be approved by the amount of 2018 Incremental Lenders) before the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”),Amendment No. 1 Effective Date. (iid) deliverUpon receipt of a Borrowing Request Notice described in Section 2.02(a), by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer promptly notify each Lender of the Company listed on an incumbency certificate receipt thereof, and such Borrowing Request Notice shall not thereafter be revocable by the Borrower (except as otherwise set forth in substantially that certain Funding Indemnification Letter agreement, dated as of November 7, 2017, among Vista Sand, the form of Exhibit E hereto, delivered to Borrower and the Administrative Agent). (e) Upon receipt of an Incremental Borrowing Request Notice described in Section 2.02(b), as updated in writing the Administrative Agent shall promptly notify each Lender of the receipt thereof, and such Incremental Borrowing Request Notice shall not thereafter be revocable by the Company from time to timeBorrower. (f) and delivered to Upon receipt of a Borrowing Request Notice for 2018 Incremental Loans described in Section 2.02(c), the Administrative Agent’s Office applicable for such Applicable TrancheAgent shall promptly notify each 2018 Incremental Lender of the receipt thereof, and such Borrowing Request Notice shall specify:not thereafter be revocable by the Borrower. (1g) the aggregate amount of the requested Advance; Not later than (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (xi) in the case of an Advance the Borrowing of New Loans, 12:00 noon (other than Central time) on the Effective Date, each Lender shall make available a Clearing Member Customer Gold Warrant Advance) to be made Loan in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account the amount of the Company’s maintained with the Administrative Agentits New Commitment, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (zii) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and Borrowing of Incremental Loans, 12:00 noon (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to Central time) and delivered to on the Collateral Agent’s Office and date of such Borrowing, each Incremental Lender shall make available the Collateral Monitoring Agent’s Office, and amount of its requested Incremental Loan or (iii) give separate notification, by telephone, to in the Collateral Agent that case of the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect Borrowing of Applicable Tranche Revolving 2018 Incremental Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify 12:00 noon (1Central time) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving LoansAmendment No. 1 Effective Date, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made each 2018 Incremental Lender shall make available a Loan in the amount of its 2018 Incremental Commitment, in each case in funds immediately available to the Administrative Agent at its address set forth herein. Unless Administrative Agent determines that any applicable condition specified in (i) Section 6.02, (ii) in the case of a timely manner Borrowing of Incremental Loans, Section 6.03 or (iii) in the case of the Borrowing of 2018 Incremental Loans, Amendment No. 1 has not been satisfied, Administrative Agent will make the funds so received from the applicable Lenders available to the Borrower at Administrative Agent’s aforesaid address. (h) In the event that any Lender fails to fund its share of any Incremental Loan required to be funded by such Lender hereunder (any such Applicable Tranche Swingline Loanunfunded amount, an such Lender’s “Applicable Tranche Covering Swingline LoanUnfunded Incremental Loan Amount”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent maywill fund, or will cause one or more other Lenders that are Affiliates of the Administrative Agent to fund, within five (5) Business Days after the requested Borrowing Date, the Unfunded Incremental Loan Amount of such Lender. Thereafter, the portion of the Unfunded Incremental Loan Amount funded by the Administrative Agent or any other Lender shall constitute a Loan owing to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept Administrative Agent or such notices via other electronic delivery methodsLender.

Method of Borrowing. (a) To request an Advance hereunderThe Borrower shall give the Agent notice (a "Notice of Borrowing") (x) not later than 12:00 Noon (New York City time) on (1) the date of each Base Rate Borrowing (other than a Swing Borrowing or a Revolving Borrowing the proceeds of which are to be applied to repay Refunded Swing Loans) and (2) the third Euro-Dollar Business Day before each Euro-Dollar Borrowing and (y) not later than 12:00 Noon (New York City time) on the date of each Swing Borrowing, the Company shallspecifying: (i) give notification by telephone (the date of such Borrowing, which notification shall be made on a Domestic Business Day in the case of a Base Rate Borrowing Date, may be made either before or after delivery a Euro-Dollar Business Day in the case of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”),a Euro-Dollar Borrowing; (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advancesuch Borrowing; (2iii) whether the date of Loans comprising such Advance, which Borrowing are to bear interest initially at a rate based on the Base Rate or at a Euro-Dollar Rate; provided that (x) no Loans comprising any Borrowing made prior to the Syndication Date shall be specified to bear interest at a Business Day; Euro-Dollar Rate and (3y) all Swing Loans shall bear interest at a rate based on the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”)Base Rate; and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (ziv) in the case of a Clearing Member Customer Gold Warrant Advance Euro-Dollar Borrowing, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. In no event shall be (i) the total number of Groups of Loans at any one time outstanding exceed 15 or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and(ii) the total number of Swing Borrowings made in any one calendar week exceed 3. (Bb) Upon receipt of a notice to Notice of Borrowing, the Collateral Agent shall promptly notify each Lender of the contents thereof and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged such Lender's ratable share of such Borrowing (if any) and such Notice of Borrowing shall not thereafter be revocable by the Company to secure Borrower. (c) Not later than 12:00 Noon (New York City time) on the requested Advance date of each Borrowing (or, solely in the case of a “Collateral Notice”Swing Borrowing, 1:00 P.M. (New York City time)), which Collateral Notice each Lender (or, in the case of a Swing Borrowing, the Swing Lender) shall be executed by an officer make available its ratable share of the Company listed on an incumbency certificate (such Borrowing, in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated Federal or other funds immediately available in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephoneNew York City, to the Collateral Agent at its address referred to in Section 9.01. Unless the Agent determines that any applicable condition specified in Article 3 has not been satisfied, the Collateral Notice Agent will make the funds so received from the Lenders available to the Borrower by crediting an account of the Borrower maintained with the Agent and specified by the Borrower prior to the date of such Borrowing or, if no such account has been delivered specified, at the Agent's aforesaid address. (d) Unless the Agent shall have received notice from a Lender prior to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect date of Applicable Tranche Revolving Loansany Borrowing that such Lender will not make available to the Agent such Lender's share of such Borrowing, the Company Agent may also make an Advance Request assume that such Lender has made such share available to the Agent on the date of such Borrowing in respect accordance with subsection (c) of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans this Section and the respective amounts thereofAgent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and (2) if to the extent that such Applicable Tranche Swingline Loans are being requested Lender shall not have so made such share available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the same day as any Applicable Tranche Revolving Loans, whether date such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not amount is made available to the Administrative Agent Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, a timely manner rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.05 and (any ii) in the case of such Applicable Tranche Swingline LoanLender, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loansthe Federal Funds Rate. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent such Lender shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender's Loan included in such Borrowing for purposes of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsthis Agreement.

Method of Borrowing. (a) To request an Advance hereunder, Whenever the Company shall: Borrower desires to incur Loans hereunder (iexcluding Borrowings of Swingline Loans and Loans incurred pursuant to a Mandatory Borrowing) it shall give notification by telephone the Agent notice (which notification a "Notice of Borrowing") no later than 11:00 A.M. (New York City time) on (x) the date of each Base Rate Borrowing and (y) the third Business Day before each Euro-Dollar Borrowing. Each such Notice of Borrowing shall be made on the Borrowing Date, may be made either before given by written communication (or after delivery of the Advance Request referred to telephonic communication promptly confirmed in clause (iiwriting) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2i) the date of such Advance, Borrowing (which shall be a Business Day); (3ii) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency aggregate principal amount of the Loans to be borrowed (if the Company fails incurred pursuant to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars)such Borrowing; (6iii) whether the Loans being incurred pursuant to such Advance Borrowing shall be constitute Tranche A Term Loans, Tranche B Term Loans or Revolving Loans; (iv) whether the Loans comprising such Borrowing are to bear interest initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account at the Base Rate or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”)Euro-Dollar Rate; and (7v) in the case of a Euro-Dollar Borrowing, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (b) Promptly after receiving a Notice of Borrowing, the Agent shall notify each Lender which is required to make Loans of the Tranche specified in the respective Notice of Borrowing of the contents thereof and of such Lender's ratable share of such Borrowing, and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, it shall give the Swingline Lender, not later than 2:00 P.M. (New York City time) on the day such Swingline Loan is to be made, written notice (or telephonic notice promptly confirmed in writing) of each Swingline Loan to be made hereunder. Each such notice shall be irrevocable and shall specify in each case (x) the location date of such Borrowing (which shall be a Business Day) and number (y) the aggregate principal amount of the Company’s account to which funds are Swingline Loan to be disbursedmade pursuant to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(e), which with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of Mandatory Borrowings as set forth in such Section 2.01(e). (d) No later than 1:00 P.M. (New York City time) on the date of each Borrowing (or (x) in the case of an Advance Swingline Loans, no later than 2:00 P.M. (other than a Clearing Member Customer Gold Warrant AdvanceNew York City time) to be made on the date specified in U.S. Dollars, Canadian Dollars, Euro Section 2.03(c)(i) or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance Revolving Loans incurred pursuant to Mandatory Borrowings, no later than 12:00 Noon (other than New York City time) on the date specified in Section 2.01(e)), each Lender with a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. DollarsCommitment of the respective Tranche shall make available its ratable share of such Borrowing (or, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to Swingline Loans, the Collateral Agent and Collateral Monitoring Agent in substantially Swingline Lender will make available the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”full amount thereof), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated Federal or other funds immediately available in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephoneNew York City, to the Collateral Agent at its address specified in or pursuant to Section 10.01. Unless the Agent determines that any applicable condition specified in Article 3 has not been satisfied, the Collateral Notice has been delivered Agent will make any funds so received from the Lenders available to the Collateral Agent. Concurrently withBorrower in Federal or other funds immediately available in New York City no later than 2:00 P.M. (or, or shortly following, or in lieu of, its making an Advance Request in respect the case of Applicable Tranche Revolving Swingline Loans, 3:00 P.M.) (New York City time) on the Company may also make date of such Borrowing by credit to an Advance Request in respect account of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect Borrower at the Agent's aforesaid address or to such Advance other account of the Borrower in New York City as may have been specified in the applicable Notice of Borrowing and as shall be reasonably acceptable to the Agent. (e) Unless the Agent shall have received notice from a Lender before the date of any Borrowing that such Lender will not make Applicable Tranche Swingline Loans available to the Agent such Lender's share of such Borrowing, the Agent may assume that such Lender has made such share available to the Agent on the date of such Borrowing in accordance with subsection (d) of this Section, and the respective amounts thereofAgent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and (2) if to the extent that such Applicable Tranche Swingline Loans are being requested Lender shall not have so made such share available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the same day as any Applicable Tranche Revolving Loans, whether date such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not amount is made available to the Administrative Agent in Borrower until the date such amount is repaid to the Agent, at (i) if such amount is repaid by the Borrower, a timely manner rate per annum equal to the interest rate applicable thereto pursuant to Section 2.05 and (any ii) if such Applicable Tranche Swingline Loanamount is repaid by such Lender, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loansthe Federal Funds Rate. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loanssuch Lender shall repay to the Agent such corresponding amount, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and Borrower shall not relieve be required to repay such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to amount and the amount so repaid by such Lender shall constitute such Lender's Loan included in such Borrowing for purposes of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsthis Agreement.

Method of Borrowing. (a) To request an Advance hereunderThe Borrower shall give the Administrative Agent irrevocable telephonic notice, confirmed immediately in writing (a "Notice of Borrowing"), not later than 10:30 A.M. (New York City time) on (x) the Company shallDomestic Business Day before each Base Rate Borrowing and (y) the third Euro-Dollar Business Day before each Euro-Dollar Borrowing, specifying: (i) give notification by telephone (the date of such Borrowing, which notification shall be made on a Domestic Business Day in the case of a Base Rate Borrowing Date, may be made either before or after delivery a Euro-Dollar Business Day in the case of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”),a Euro-Dollar Borrowing; (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advancesuch Borrowing; (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4iii) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans comprising such Borrowing are to be borrowed (if bear interest initially at the Company fails to specify Base Rate or a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”)Euro-Dollar Rate; and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (ziv) in the case of a Clearing Member Customer Gold Warrant Advance Euro-Dollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. In no event shall the total number of Groups of Loans at any one time outstanding exceed ten, and each Group of Loans shall at all times consist of Tranche A Loans, Tranche B Loans and Tranche C Loans of the Banks ratably in proportion to their respective Tranche A Commitments, Tranche B Commitments and Tranche C Commitments. (b) Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Bank of the contents thereof, of such Bank's ratable share of such Borrowing and of the portion thereof which shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andmade as a Tranche A Loan, a Tranche B Loan and a Tranche C Loan. (Bc) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance Not later than 12:00 Noon (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to New York City time) and delivered to on the Collateral Agent’s Office and the Collateral Monitoring Agent’s Officedate of each Borrowing, and (iii) give separate notificationeach Bank shall make available its ratable share of such Borrowing, by telephonein Federal or other funds immediately available in New York City, to the Collateral Administrative Agent at its address referred to in Section 5.03. Unless the Administrative Agent determines that any applicable condition specified in Article 3 has not been satisfied, the Collateral Notice has been delivered Administrative Agent will make the funds so received from the Banks available to the Collateral Borrower at the Administrative Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect 's aforesaid address. (d) Unless the Administrative Agent shall have received notice from a Bank prior to the date of Applicable Tranche Revolving Loans, the Company may also any Borrowing that such Bank will not make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to Bank's share of such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline LoansBorrowing, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely may assume that such Bank has made such share available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to on the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept date of such notices via other electronic delivery methods.Borrowing in accordance with subsection

Method of Borrowing. (a) To request an Advance hereunder, The relevant Borrower shall give the Company shallAgent notice (a "Notice of Borrowing") not later than 12:00 Noon (New York City time) on (1) the date of each Base Rate Borrowing (other than a Revolving Borrowing the proceeds of which are to be applied to repay Refunded Swing Loans) and (2) the third Euro-Dollar Business Day before each Euro-Dollar Borrowing: (i) give notification by telephone (the date of such Borrowing, which notification shall be made on a Domestic Business Day in the case of a Base Rate Borrowing Date, may be made either before or after delivery a Euro-Dollar Business Day in the case of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”),a Euro-Dollar Borrowing; (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advancesuch Borrowing; (2iii) whether the date of Loans comprising such Advance, which Borrowing are to bear interest initially at a rate based on the Base Rate or at a Euro-Dollar Rate; provided that all Swing Loans shall be bear interest at a Business Dayrate based on the Base Rate; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (ziv) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit AccountsEuro-Dollar Borrowing, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period; and (Bv) in the case of a notice Swing Loan, the Maturity Date with respect thereto, subject to the Collateral provisions of the definition of Maturity Date. In no event shall (i) the total number of Groups of Loans at any one time outstanding exceed 20 or (ii) the total number of Swing Borrowings made in any one calendar week exceed 3. (b) Upon receipt of a Notice of Borrowing, the Agent shall promptly notify each Lender of the contents thereof and Collateral Monitoring Agent of such Lender's ratable share of such Borrowing (if any) and such Notice of Borrowing shall not thereafter be revocable by such Borrower. (c) Not later than 12:00 Noon (New York City time) on the date of each Borrowing (or, solely in substantially the form case of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance either a Base Rate Borrowing or a Swing Borrowing, 1:00 P.M. (a “Collateral Notice”New York City time)), which Collateral Notice each Lender (or, in the case of a Swing Borrowing, the Swing Lender) shall be executed by an officer make available its ratable share of the Company listed on an incumbency certificate (such Borrowing, in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated Federal or other funds immediately available in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephoneNew York City, to the Collateral Agent at its address referred to in Section 10.01. Unless the Agent determines that any applicable condition specified in Article 3 has not been satisfied, the Collateral Notice Agent will make the funds so received from the Lenders available to such Borrower by crediting an account of such Borrower maintained with the Agent and specified by such Borrower prior to the date of such Borrowing or, if no such account has been delivered specified, at the Agent's aforesaid address. (d) Unless the Agent shall have received notice from a Lender prior to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect date of Applicable Tranche Revolving Loansany Borrowing that such Lender will not make available to the Agent such Lender's share of such Borrowing, the Company Agent may also assume that such Lender has made such share available to the Agent on the date of such Borrowing in accordance with subsection (c) of this Section and the Agent may, in reliance upon such assumption, make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect available to such Advance Borrower on such date a corresponding amount. If and make Applicable Tranche Swingline Loans to the extent that such Lender shall not have so made such share available to the Agent, such Lender and such Borrower severally agree to repay to the respective amounts thereofAgent forthwith on demand such corresponding amount together with interest thereon, and (2) if for each day from the date such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not amount is made available to such Borrower until the Administrative Agent date such amount is repaid to the Agent, at (i) in the case of such Borrower, a timely manner rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.05 and (any ii) in the case of such Applicable Tranche Swingline LoanLender, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loansthe Federal Funds Rate. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent such Lender shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender's Loan included in such Borrowing for purposes of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsthis Agreement.

Method of Borrowing. (a) To request an Advance hereunderThe Borrower shall give the Agent notice (a "Notice of Borrowing"), which shall be substantially in the Company shallform of Exhibit E, prior to 11:00 A.M. (Atlanta, Georgia time) for Dollar Borrowings, and 9:30 A.M. (Atlanta, Georgia time) for Foreign Currency Borrowings, on the same Domestic Business Day of each Base Rate Borrowing, and at least 3-Euro-Dollar Business Days before each Euro-Dollar Borrowing, and at least 3 Foreign Currency Business Days before each Foreign Currency Borrowing, specifying: (i) give notification by telephone (the date of such Syndicated Borrowing, which notification shall be made on a Domestic Business Day in the Borrowing Datecase of a Base Rate Borrowing, may be made either before a Euro-Dollar Business Day in the case of a Euro-Dollar Borrowing, or after delivery a Foreign Currency Business Day in the case of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”)a Foreign Currency Borrowing, (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance;such Syndicated Borrowing, (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4iii) whether the Syndicated Loans comprising such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans Borrowing are to be borrowed (Base Rate Loans, Euro-Dollar Loans or Foreign Currency Loans, and if such Loans are to be Foreign Currency Loans, specifying the Company fails to specify a currency in an Advance RequestForeign Currency, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (ziv) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andFixed Rate Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (Bb) Upon receipt of a notice to Notice of Borrowing, the Collateral Agent shall promptly notify each Bank of the contents thereof and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged such Bank's ratable share of such Borrowing and such Notice of Borrowing, once received by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing shall not thereafter be revocable by the Company from time to requesting Borrower. (c) Not later than 2:00 P.M. (Atlanta, Georgia time) for Base Rate Borrowings, and delivered to 11:00 A.M. (Atlanta, Georgia time) for all other Borrowings, on the Collateral Agent’s Office and the Collateral Monitoring Agent’s Officedate of each Syndicated Borrowing, and each Bank shall (iiiexcept as provided in paragraph (d) give separate notificationof this Section) make available its ratable share of such Syndicated Borrowing, by telephonein Federal or other funds immediately available in Atlanta, Georgia, to the Collateral Agent at its address referred to in Section 9.01, which funds shall be in Dollars, if such Borrowing is a Dollar Borrowing, and in the applicable Foreign Currency, if such Borrowing is a Foreign Currency Borrowing. Unless the Agent determines that any applicable condition specified in Article III has not been satisfied, the Agent will make the funds so received from the Banks available to the requesting Borrower at the Agent's aforesaid address by no later than 4:00 P.M. (local time at such address) on the date of such Syndicated Borrowing. Unless the Agent receives notice from a Bank, at the Agent's address referred to in or specified pursuant to Section 9.01, no later than 4:00 P.M. (local time at such address) on the Domestic Business Day before the date of a Syndicated Borrowing stating that such Bank will not make a Syndicated Loan in connection with such Syndicated Borrowing, the Agent shall be entitled to assume that such Bank will make a Syndicated Loan in connection with such Syndicated Borrowing and, in reliance on such assumption, the Agent may (but shall not be obligated to) make available such Bank's ratable share of such Syndicated Borrowing to the requesting Borrower for the account of such Bank. If the Agent makes such Bank's ratable share available to the requesting Borrower and such Bank, if such Bank does not pay such share upon demand by the Agent, does not in fact make its ratable share of such Syndicated Borrowing available on such date, the Agent shall be entitled to recover such Bank's ratable share from such Bank or the Borrower (and for such purpose shall be entitled to charge such amount to any account of the requesting Borrower maintained with the Agent), together with interest thereon for each day during the period from the date of such Syndicated Borrowing until such sum shall be paid in full at a rate per annum equal to the rate at which the Agent determines that it obtained (or could have obtained) overnight Federal funds to cover such amount for each such day during such period, provided that (i) any such payment by the requesting Borrower of such Bank's ratable share and interest thereon shall be without prejudice to any rights that the Collateral Notice requesting Borrower may have against such Bank and (ii) until such Bank has been delivered paid its ratable share of such Syndicated Borrowing, together with interest pursuant to the Collateral Agent. Concurrently withforegoing, it will have no interest in or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank rights with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover Syndicated Borrowing for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loanspurpose hereunder. If the Agent does not exercise its option to advance funds for the account of such Bank, it shall forthwith notify the requesting Borrower of such decision. (d) If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline LoansBank makes a new Syndicated Loan hereunder on a day on which the requesting Borrower is to repay all or any part of an outstanding Syndicated Loan from such Bank, the Administrative Agent such Bank shall first, use apply the proceeds of its new Syndicated Loan to make such repayment as a Refunding Loan and only an amount equal to the Applicable Tranche Revolving Loans timely difference (if any) between the amount being borrowed and the amount of such Refunding Loan shall be made available by such Bank to it the Agent as provided in paragraph (c) of this Section, or remitted by the requesting Borrower to fund the requested Advance Agent as provided in Section 3.1(b)2.12, as the case may be; provided, however, that if the Syndicated Loan which is to be repaid is a Foreign Currency Loan, the foregoing provisions shall apply only if the new Syndicated Loan is to be made in the same Foreign Currency. (e) Notwithstanding anything to the contrary contained in this Agreement, no Fixed Rate Borrowing may be made if there shall have occurred a Default or an Event of Default, which Default or Event of Default shall not have been cured or waived, and second, fund all Refunding Loans made during the remaining portion continuation of any Default or Event of Default shall be made as Base Rate Loans (but shall bear interest at the requested AdvanceDefault Rate, if anyapplicable). (f) In the event that a Notice of Borrowing fails to specify whether the Syndicated Loans comprising such Borrowing are to be Base Rate Loans, Euro-Dollar Loans or Foreign Currency Loans, such Syndicated Loans shall be made as Base Rate Loans. If the requesting Borrower is otherwise entitled under this Agreement to repay any Syndicated Loans maturing at the end of an Interest Period applicable thereto with the proceeds of a new Syndicated Borrowing, and the requesting Borrower fails to repay such Syndicated Loans using its own moneys and fails to give a Notice of Borrowing in connection with such new Borrowing, a new Syndicated Borrowing shall be deemed to be made available on the date such Syndicated Loans mature in an amount equal to it in respect the principal amount of one or more Applicable Tranche Covering Swingline the Syndicated Loans so maturing, and the Syndicated Loans comprising such new Syndicated Borrowing shall be Base Rate Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank which shall be in addition tothe Dollar Equivalent of such maturing Loans, and if such maturing Loans were Foreign Currency Loans. (g) Notwithstanding anything to the contrary contained herein, there shall not relieve such Bank from its obligation be more than an aggregate of 12 Fixed Rate Borrowings to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit all Borrowers outstanding at any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsgiven time.

Method of Borrowing. (a) To request an Advance hereunderThe Borrower shall ------------------- give the Administrative Agent notice (a "Notice of Borrowing") not later than (x) 10:30 A.M. (New York City time) on the date of each Base Rate Borrowing, (y) 12:00 Noon (New York City time) on the Company shallsecond Domestic Business Day before each CD Borrowing and (z) 12:00 Noon (New York City time) on the third Euro-Dollar Business Day before each Euro-Dollar Borrowing, specifying: (i) give notification by telephone (the date of such Borrowing, which notification shall be made on a Domestic Business Day in the case of a Domestic Borrowing Date, may be made either before or after delivery a Euro-Dollar Business Day in the case of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”),a Euro-Dollar Borrowing; (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advancesuch Borrowing; (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4iii) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans comprising such Borrowing are to be borrowed (if bear interest initially at the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advanceBase Rate, a “Clearing Member Customer Gold Warrant Advance”)CD Rate or a Euro-Dollar Rate; and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (ziv) in the case of a Clearing Member Customer Gold Warrant Advance Fixed Rate Borrowing, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. A Notice of Borrowing shall not be one required in connection with a conversion pursuant to the second sentence of Section 2.6(c) or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; anda borrowing of Base Rate Loans pursuant to Section 8.1 or Section 8.2. (Bb) Upon receipt of a notice to Notice of Borrowing, the Collateral Administrative Agent shall promptly notify each Lender of the contents thereof and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged such Lender's ratable share of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Company to secure the requested Advance Borrower. (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate c) Not later than 12:00 Noon (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to New York City time) and delivered to on the Collateral Agent’s Office and the Collateral Monitoring Agent’s Officedate of each Borrowing, and (iii) give separate notificationeach Lender shall make available its ratable share of such Borrowing, by telephonein Federal or other funds immediately available in New York City, to the Collateral Administrative Agent at its address referred to in Section 9. 1. Unless the Administrative Agent determines that any applicable condition specified in Article 3 has not been satisfied, the Collateral Notice has been delivered Administrative Agent will make the funds so received from the Lenders available to the Collateral Borrower at the Administrative Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect 's aforesaid address. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of Applicable Tranche Revolving Loans, the Company may also any Borrowing that such Lender will not make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to Lender's share of such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline LoansBorrowing, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely may assume that such Lender has made such share available to it to fund the requested Advance as provided Administrative Agent on the date of such Borrowing in accordance with subsection (c) of this Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent commercially reasonable that such Lender shall not have so made such share available to the Administrative Agent, such Lender and following telephone notices by the Company requesting same, Borrower severally agree to accept repay to the Administrative Agent forthwith on demand such notices via other electronic delivery methodscorresponding 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 the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.7 and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender's Loan included in such Borrowing for purposes of this Agreement.

Method of Borrowing. (a) To request an Advance hereunderThe Borrower shall give the Agent notice (a "Notice of Borrowing") not later than 11:00 A.M. (Eastern Standard Time) on (y) the date of each Base Rate Borrowing, and (z) the Company shallthird Eurodollar Business Day before each Eurodollar Borrowing, specifying: (i) give notification by telephone (the date of such Borrowing, which notification shall be made on a Domestic Business Day in the case of a Base Rate Borrowing Date, may be made either before or after delivery a Eurodollar Business Day in the case of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”),a Eurodollar Borrowing; (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advancesuch Borrowing; (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4iii) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans comprising such Borrowing are to be borrowed (if bear interest initially at the Company fails to specify Base Rate or a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”)Eurodollar Rate; and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (ziv) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andEurodollar Borrowing, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (Bb) Upon receipt of a notice to Notice of Borrowing, the Collateral Agent shall promptly notify each Bank of the contents thereof and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged such Bank's ratable share of such Borrowing, and such Notice of Borrowing shall not thereafter be revocable by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, andBorrower. (iiic) give separate notificationNot later than 12:00 Noon (Eastern Standard Time) on the date of each Borrowing, by telephoneeach Bank shall make available its ratable share of such Borrowing, in Federal or other funds immediately available in Columbus, Ohio, to the Collateral Agent at its address referred to in Section 10.1. Unless the Agent determines that any applicable condition specified in Article 3 has not been satisfied, the Collateral Notice has been delivered Agent will make the funds so received from the Banks available to the Collateral Borrower at the Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect 's aforesaid address. (d) Unless the Agent shall have received notice from a Bank prior to the date of Applicable Tranche Revolving Loansany Borrowing that such Bank will not make available to the Agent such Bank's share of such Borrowing, the Company Agent may also make an Advance Request assume that such Bank has made such share available to the Agent on the date of such Borrowing in respect accordance with subsection (c) of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans this Section and the respective amounts thereofAgent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and (2) if to the extent that such Applicable Tranche Swingline Loans are being requested Bank shall not have so made such share available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the same day as any Applicable Tranche Revolving Loans, whether date such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not amount is made available to the Administrative Agent Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable to such Applicable Tranche Revolving LoansBorrowing pursuant to Section 2.5, and (ii) in the case of such Bank, the Federal Funds Rate. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline such Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsthis Agreement.

Method of Borrowing. (a) To request an Advance hereunderThe Borrower shall give each ------------------- Bank notice (a "Notice of Borrowing"), which shall be substantially in the Company shallform of Exhibit D, on the same day for each Base Rate Borrowing but, in any case, --------- prior to 12:00 P.M., and at least 3 Euro-Dollar Business Days before each Euro- Dollar Borrowing, specifying: (i) give notification by telephone (the date of such Borrowing, which notification shall be made on a Domestic Business Day in the case of a Base Rate Borrowing Date, may be made either before or after delivery a Euro-Dollar Business Day in the case of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”)a Euro-Dollar Borrowing, (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance;such Borrowing, (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4iii) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether comprising such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds Borrowing are to be disbursed, which Base Rate Loans or Euro-Dollar Loans, (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (ziv) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice Euro-Dollar Borrowing, the duration of the Interest Period applicable thereto, subject to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer provisions of the Company listed on an incumbency certificate (in substantially the form definition of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s OfficeInterest Period, and (iiiv) give separate notificationwhether the Loans comprising such Borrowing are Tranche A Loans or Tranche B Loans. (b) Upon receipt of a Notice of Borrowing by any Bank, by telephonesuch Notice of Borrowing shall not thereafter be revocable. (c) Not later than 4:00 P.M. (Atlanta, Georgia time) on the date of each Borrowing, each Bank shall (except as provided in paragraph (d) of this Section) make available its ratable share of such Borrowing, in Federal or other funds immediately available in Atlanta, Georgia, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify Borrower at such Bank's Lending Office. (1d) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline LoansBank makes a new Loan hereunder on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, the Administrative Agent such Bank shall first, use apply the proceeds of its new Loan to make such repayment and only an amount equal to the Applicable Tranche Revolving Loans timely difference (if any) between the amount being borrowed and the amount being repaid shall be made available by such Bank to it the Borrower as provided in paragraph (c) of this Section, or remitted by the Borrower to fund the requested Advance such Bank as provided in Section 3.1(b)2.11, and secondas the case may be. (e) Notwithstanding anything to the contrary contained in this Agreement, fund no Euro-Dollar Borrowing may be made if there shall have occurred a Default or an Event of Default, which Default or Event of Default shall not have been cured or waived. (f) In the remaining portion event that a Notice of Borrowing fails to specify whether the requested AdvanceLoans comprising such Borrowing are to be Base Rate Loans or Euro-Dollar Loans, if any, such Loans shall be made as Base Rate Loans. If the Borrower is otherwise entitled under this Agreement to repay any Loans maturing at the end of an Interest Period applicable thereto with the proceeds made available of a new Borrowing, and the Borrower fails to it repay such Loans using its own moneys and fails to give a Notice of Borrowing in respect of one or more Applicable Tranche Covering Swingline Loansconnection with such new Borrowing, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank a new Borrowing shall be deemed to be made on the date such Loans mature in addition toan amount equal to the principal amount of the Loans so maturing, and the Loans comprising such new Borrowing shall be Base Rate Loans. (g) Notwithstanding anything to the contrary contained herein, there shall not relieve such Bank from its obligation to make be more than 12 interest rates (including the Applicable Tranche Revolving Loans ratably in proportion Margins) applicable to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit Loans at any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsgiven time.

Method of Borrowing. (a) To request an Advance hereunderThe Borrower shall give the Agent notice (a "Notice of Borrowing") not later than 12:00 Noon (New York City time) on the date of any Base Rate Borrowing and not later than 12:00 Noon (New York City time) at least three Euro-Dollar Business Days before each Euro-Dollar Borrowing, the Company shallspecifying: (i) give notification by telephone (the date of such Borrowing, which notification shall be made on a Domestic Business Day in the case of a Base Rate Borrowing Date, may be made either before or after delivery a Euro-Dollar Business Day in the case of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”),a Euro-Dollar Borrowing; (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such AdvanceBorrowing, which shall be $3,000,000 or a Business Day; larger multiple of $1,000,000 (3) except that any Borrowing may be in the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency aggregate amount of the Loans to be borrowed (if unused Commitment of the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollarsapplicable Class); (6iii) whether the Loans comprising such Advance shall Borrowing are to be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account Base Rate Loans or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”)Euro-Dollar Loans; and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (ziv) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andEuro-Dollar Borrowing, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (Bb) Upon receipt of a notice to Notice of Borrowing, the Collateral Agent shall promptly notify each Lender of the contents thereof and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged such Lender's share of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Company to secure the requested Advance Borrower. (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate c) Not later than 2:00 P.M. (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to New York City time) and delivered to on the Collateral Agent’s Office and the Collateral Monitoring Agent’s Officedate of each Borrowing, and each Lender shall (iiiexcept as provided in subsection (d) give separate notificationof this Section) make available its share of such Borrowing, by telephonein Federal or other funds immediately available in New York City, to the Collateral Agent at its address specified in or pursuant to Section 10.01. Unless the Agent determines that the Collateral Notice any applicable condition specified in Article III has not been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loanssatisfied, the Company may also Agent will make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and funds so received from the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made Lenders available to the Administrative Agent in a timely manner Borrower at the Agent's aforesaid address. (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”d) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Lender (including the Swingline Loans being requested are Applicable Tranche Covering Swingline LoansLender) makes a new Loan hereunder on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Lender, the Administrative Agent such Lender shall first, use apply the proceeds of its new Loan to make such repayment and only an amount equal to the Applicable Tranche Revolving Loans timely difference (if any) between the amount being borrowed and the amount being repaid shall be made available by such Lender to it the Agent as provided in subsection (b), or remitted by the Borrower to fund the requested Advance Agent as provided in Section 3.1(b2.10, as the case may be. (e) If the Agent has not received from the Borrower the payment required by Section 2.13(g) by 12:30 P.M. (New York City time) on the date on which an Issuing Bank has notified the Borrower and the Agent that payment of a draft presented under any Letter of Credit will be made, as provided in Section 2.13(g), the Agent will promptly notify such Issuing Bank and second, fund the remaining portion each Lender of the requested AdvanceLetter of Credit Disbursement and, if anyin the case of each Lender, with its Applicable Percentage of such Letter of Credit Disbursement. Not later than 2:00 P.M. (New York City time) on such date, each Lender shall make available such Lender's Applicable Percentage of such Letter of Credit Disbursement, in Federal or other funds immediately available in New York City, to the proceeds made Agent at its address specified in or pursuant to Section 9.01, and the Agent will promptly make such funds available to it the applicable Issuing Bank. The Agent will promptly remit to each Lender that shall have made such funds available its Applicable Percentage of any amounts subsequently received by the Agent from the Borrower in respect of one such Letter of Credit Disbursement. (f) Unless the Agent shall have received notice from a Lender prior to the date of any Borrowing, or more Applicable Tranche Covering Swingline Loansprior to the time of any required payment by such Lender in respect of a Letter of Credit Disbursement, subject that such Lender will not make available to Section 3.1(c). For the avoidance Agent such Lender's share of doubtsuch Borrowing or payment, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve Agent may assume that such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion Lender has made such share available to the amount Agent on the date of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email Borrowing or payment in accordance with subsections (due to operational difficulties c) and (d) or otherwise(e), as applicable, of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower or an Issuing Bank, as applicable, on such date a corresponding amount. If and to the extent commercially reasonable that such Lender shall not have so made such share available to the Agent, such Lender and following telephone notices the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available by the Company requesting sameAgent until the date such amount is repaid to the Agent, agree at (i) in the case of the Borrower, a rate per annum equal to accept the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.05 or Section 2.13(g), as applicable, and (ii) in the case of such notices via other electronic delivery methodsLender, the Federal Funds Rate. If such Lender shall repay to the Agent such corresponding amount in respect of a Borrowing, such amount so repaid shall constitute such Lender's Loan included in such Borrowing for purposes of this Agreement.

Method of Borrowing. (a) To In order to request an Advance a Borrowing hereunder, the Company shall: Borrowers shall hand deliver, telex or telecopy to Administrative Agent a duly completed Request for Borrowing (herein so called) prior to 11:00 a.m. (Dallas, Texas time), (i) give notification by telephone at least one (which notification shall be made on 1) Domestic Business Day before the Borrowing Dateborrowing date specified for a proposed Adjusted Base Rate Borrowing, may be made either before or after delivery of the Advance Request referred to in clause and (ii) below and at least two (2) Eurodollar Business Days before the borrowing date of a proposed Eurodollar Borrowing. Each Request for Borrowing shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested substantially in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E D hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1i) the borrowing date of such Borrowing, which shall be a Domestic Business Day in the case of an Adjusted Base Rate Borrowing or a Eurodollar Business Day in the case of a Eurodollar Borrowing; (ii) the aggregate amount of the requested Advancesuch Borrowing; (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4iii) whether such Advance Borrowing is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify an Adjusted Base Rate Borrowing or a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”)Eurodollar Borrowing; and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (ziv) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andEurodollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (Bb) Upon receipt of a notice to the Collateral Request for Borrowing, Administrative Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer promptly notify each Bank of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent contents thereof and the Collateral Monitoring Agentamount of the Borrowing to be loaned by such Bank pursuant thereto, as updated in writing and such Request for Borrowing shall not thereafter be revocable by the Company from time to Borrowers. (c) Not later than 12:00 noon (Dallas, Texas time) and delivered on the date of each Borrowing, each Bank shall make available its Commitment Percentage of such Borrowing in Federal or other funds immediately available in Dallas, Texas to Administrative Agent at its address set forth on Schedule 1. Notwithstanding the Collateral Agent’s Office and the Collateral Monitoring Agent’s Officeforegoing, and if Borrowers deliver to Administrative Agent a Request for Borrowing prior to 10:00 a.m. (iiiDallas, Texas time) give separate notificationon a Domestic Business Day requesting an Adjusted Base Rate Borrowing on such day, each Bank shall use its best efforts to make available to Administrative Agent its Commitment Percentage of such Borrowing by telephone1:00 p.m. (Dallas, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1Texas time) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as day. Unless Administrative Agent determines that any Applicable Tranche Revolving Loansapplicable condition specified in Section 5.2 has not been satisfied, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made Administrative Agent will make the funds so received from Banks available to Borrowers by depositing the Administrative Agent same in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsJoint Disbursement Account.

Method of Borrowing. (a) To request an Advance hereunderThe relevant Borrower shall give the Agent notice (a "Notice of Borrowing") (x) not later than 12:00 Noon (New York City time) on (1) the date of each Base Rate Borrowing (other than a Swing Borrowing or a Revolving Borrowing the proceeds of which are to be applied to repay Refunded Swing Loans) and (2) the third Euro-Dollar Business Day before each Euro-Dollar Borrowing and (y) not later than 12:00 Noon (New York City time) on the date of each Swing Borrowing, the Company shallspecifying: (i) give notification by telephone (the date of such Borrowing, which notification shall be made on a Domestic Business Day in the case of a Base Rate Borrowing Date, may be made either before or after delivery a Euro-Dollar Business Day in the case of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”),a Euro-Dollar Borrowing; (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advancesuch Borrowing; (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4iii) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans comprising such Borrowing are to be borrowed (if bear interest initially at a rate based on the Company fails to specify Base Rate or at a currency in an Advance Request, then Euro-Dollar Rate; provided that all Swing Loans shall bear interest at a rate based on the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”)Base Rate; and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (ziv) in the case of a Clearing Member Customer Gold Warrant Advance Euro-Dollar Borrowing, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. In no event shall be (i) the total number of Groups of Loans at any one time outstanding exceed 20 or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and(ii) the total number of Swing Borrowings made in any one calendar week exceed 3. (Bb) Upon receipt of a notice to Notice of Borrowing, the Collateral Agent shall promptly notify each Lender of the contents thereof and Collateral Monitoring Agent of such Lender's ratable share of such Borrowing (if any) and such Notice of Borrowing shall not thereafter be revocable by such Borrower. (c) Not later than 12:00 Noon (New York City time) on the date of each Borrowing (or, solely in substantially the form case of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance either a Base Rate Borrowing or a Swing Borrowing, 1:00 P.M. (a “Collateral Notice”New York City time)), which Collateral Notice each Lender (or, in the case of a Swing Borrowing, the Swing Lender) shall be executed by an officer make available its ratable share of the Company listed on an incumbency certificate (such Borrowing, in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated Federal or other funds immediately available in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephoneNew York City, to the Collateral Agent at its address referred to in Section 10.01. Unless the Agent determines that any applicable condition specified in Article 3 has not been satisfied, the Collateral Notice Agent will make the funds so received from the Lenders available to such Borrower by crediting an account of such Borrower maintained with the Agent and specified by such Borrower prior to the date of such Borrowing or, if no such account has been delivered specified, at the Agent's aforesaid address. (d) Unless the Agent shall have received notice from a Lender prior to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect date of Applicable Tranche Revolving Loansany Borrowing that such Lender will not make available to the Agent such Lender's share of such Borrowing, the Company Agent may also assume that such Lender has made such share available to the Agent on the date of such Borrowing in accordance with subsection (c) of this Section and the Agent may, in reliance upon such assumption, make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect available to such Advance Borrower on such date a corresponding amount. If and make Applicable Tranche Swingline Loans to the extent that such Lender shall not have so made such share available to the Agent, such Lender and such Borrower severally agree to repay to the respective amounts thereofAgent forthwith on demand such corresponding amount together with interest thereon, and (2) if for each day from the date such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not amount is made available to such Borrower until the Administrative Agent date such amount is repaid to the Agent, at (i) in the case of such Borrower, a timely manner rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.05 and (any ii) in the case of such Applicable Tranche Swingline LoanLender, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loansthe Federal Funds Rate. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent such Lender shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender's Loan included in such Borrowing for purposes of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsthis Agreement.

Method of Borrowing. (a) To request an Advance hereunderThe Borrowers shall give the U.S. Dollar Administrative Agent a Notice of Borrowing (which may be given orally, but if so, shall be promptly confirmed by facsimile) no later than 12:00 noon (Chicago time) on the Company shallday of each Reference Borrowing, at least one Business Day before each CD Borrowing and at least three Business Days before each Eurodollar Borrowing specifying: (i) give notification by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such AdvanceBorrowing, which shall be a Business Day;, (3ii) the Applicable Tranche under which aggregate amount of such Advance is requested;Borrowing, (4iii) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether comprising such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds Borrowing are to be disbursedCD Loans, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro Reference Loans or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s OfficeEurodollar Loans, and (iiiiv) give separate notificationif a CD Borrowing or Eurodollar Borrowing, the duration of the Interest Period applicable to such Borrowing. In the event that a Borrower does not request a new borrowing prior to the last day of any Interest Period and does not otherwise provide funds to pay Loans maturing on such day, the Borrower shall be deemed to have given the U.S. Dollar Administrative Agent a Notice of Borrowing requesting Reference Loans on such day in the principal amount of the Loans coming due on such day. (b) Upon receipt of a Notice of Borrowing, the U.S. Dollar Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by telephonethe applicable Borrower. (c) Not later than 1:00 p.m. (Chicago time) on the date of each Borrowing of a Reference, CD or Eurodollar Loan, each Bank shall make available its ratable share of such Borrowing, in federal or other funds immediately available to the U.S. Dollar Administrative Agent at the U.S. Dollar Administrative Agent's Payment Office. Unless the U.S. Dollar Administrative Agent receives notice or otherwise determines that any applicable condition specified in Article X has not been satisfied, the U.S. Dollar Administrative Agent will make the funds so received from the Banks available to the Borrower at the U.S. Dollar Administrative Agent's Payment Office. Notwithstanding the foregoing provisions of this Section, to the Collateral Agent extent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline a U.S. Dollar Loan made by a Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested matures on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in date of a timely manner (any such Applicable Tranche Swingline requested U.S. Dollar Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent Bank shall first, use apply the proceeds of the Applicable Tranche Revolving Loans timely made available Loan it is then making to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion repayment of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsmaturing Loan.

Method of Borrowing. (a) To request an Advance hereunderWith respect to each Loan made pursuant to Section 2.1 hereof, except as provided in paragraph (c) below, the Company shall: Borrower shall give the Lender a notice of borrowing notifying the Lender of its request to borrow hereunder which notice will specify (i) give notification by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such Advancethe Loan, which date shall be a Business Day;, (ii) whether the Loan will be a Base Rate Loan or a LIBOR Loan, (iii) the principal amount of the Loan, which in the case of a LIBOR Loan shall be $500,000 or a greater multiple thereof, and (iv) in the case of a LIBOR Loan, the duration thereof which shall be one, two or three months, subject to the provisions of paragraph (d) below. The notice of borrowing shall be written, provided that it may be given orally (to be confirmed in writing if the Lender so requests) if the principal amount of the Loan is less than $500,000. (3b) If the Applicable Tranche under which Borrower gives the notice required by Section 2.2(a) with respect to any Loan before 1:00 p.m. (Eastern Time), the Lender will disburse the proceeds of the Loan to the Borrower in immediately available funds on the Business Day following the date of such Advance notice. The Lender will disburse all Loans to the Borrower by deposit in the Concentration Account (as that term is requested;defined in the Cash Management Agreement) or, if the Cash Management Agreement shall no longer be in effect, by deposit in such account as shall be designated by the Borrower in the applicable notice of borrowing. (4c) whether such Advance is requested On any Business Day that there would be outstanding (if not for the limitation as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5to the principal amount of advances set forth in Section 5(c) the currency of the Loans Cash Management Agreement) advances from the Lender to be borrowed (if the Company fails to specify a currency Borrower under the Cash Management Agreement in an Advance Requestaggregate amount (the "Covered Amount") that is greater than $2.0 million, then the Borrower shall be deemed to have given the Lender a notice of borrowing requesting a Loan hereunder. The principal amount of the Loan so requested shall be the amount by which the Covered Amount exceeds $2.0 million. The Lender will make the proceeds thereof available to the Borrower on the day the Borrower is deemed to give such notice. Each Loan made in U.S. Dollarspursuant to this paragraph (c) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andBase Rate Loan. (Bd) If in any notice of borrowing given pursuant to paragraph (a) above the Borrower designates a notice period of duration for a LIBOR Loan which would otherwise end on a day which is not a Business Day, that period shall end on the next preceding Business Day. Any such period of duration which begins prior to the Collateral Agent Termination Date and Collateral Monitoring Agent in substantially would otherwise end after the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice Termination Date shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested end on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsTermination Date.

Method of Borrowing. (a) To request an Advance hereunderThe Borrower shall give the -------------------- Agent notice (a "Notice of Borrowing") not later than 10:00 A.M. (New York City time) on the date of any Base Rate Borrowing and not later than 10:00 A.M. (New York City time) at least three Euro-Dollar Business Days before each Euro-Dollar Borrowing, the Company shallspecifying: (i) give notification by telephone (the date of such Borrowing, which notification shall be made on a Domestic Business Day in the case of a Base Rate Borrowing Date, may be made either before or after delivery a Euro-Dollar Business Day in the case of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”),a Euro-Dollar Borrowing; (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such AdvanceBorrowing, which shall be $5,000,000 or a Business Day; larger multiple of $1,000,000 (3) except that any Borrowing may be in the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency aggregate amount of the Loans to be borrowed (if unused Commitment of the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollarsapplicable Class); (6iii) whether the Loans comprising such Advance shall Borrowing are to be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account Base Rate Loans or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”)Euro-Dollar Loans; and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (ziv) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andEuro-Dollar Borrowing, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (Bb) Upon receipt of a notice to Notice of Borrowing, the Collateral Agent shall promptly notify each Lender of the contents thereof and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged such Lender's share of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Company to secure the requested Advance Borrower. (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate c) Not later than 12:00 Noon (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to New York City time) and delivered to on the Collateral Agent’s Office and the Collateral Monitoring Agent’s Officedate of each Borrowing, and each Lender shall (iiiexcept as provided in subsection (d) give separate notificationof this Section) make available its share of such Borrowing, by telephonein Federal or other funds immediately available in New York City, to the Collateral Agent at its address specified in or pursuant to Section 10.01. Unless the Agent determines that the Collateral Notice any applicable condition specified in Article III has not been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loanssatisfied, the Company may also Agent will make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and funds so received from the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made Lenders available to the Administrative Agent in a timely manner Borrower at the Agent's aforesaid address. (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”d) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Lender (including the Swingline Loans being requested are Applicable Tranche Covering Swingline LoansLender) makes a new Loan hereunder on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Lender, the Administrative Agent such Lender shall first, use apply the proceeds of its new Loan to make such repayment and only an amount equal to the Applicable Tranche Revolving Loans timely difference (if any) between the amount being borrowed and the amount being repaid shall be made available by such Lender to it the Agent as provided in subsection (b), or remitted by the Borrower to fund the requested Advance Agent as provided in Section 3.1(b2.10, as the case may be. (e) If the Agent has not received from the Borrower the payment required by Section 2.13(g) by 12:30 P.M. (New York City time) on the date on which an Issuing Bank has notified the Borrower and the Agent that payment of a draft presented under any Letter of Credit will be made, as provided in Section 2.13(g), the Agent will promptly notify such Issuing Bank and second, fund the remaining portion each Lender of the requested AdvanceLetter of Credit Disbursement and, if anyin the case of each Lender, with its Applicable Percentage of such Letter of Credit Disbursement. Not later than 2:00 P.M. (New York City time) on such date, each Lender shall make available such Lender's Applicable Percentage of such Letter of Credit Disbursement, in Federal or other funds immediately available in New York City, to the proceeds made Agent at its address specified in or pursuant to Section 9.01, and the Agent will promptly make such funds available to it the applicable Issuing Bank. The Agent will promptly remit to each Lender that shall have made such funds available its Applicable Percentage of any amounts subsequently received by the Agent from the Borrower in respect of one such Letter of Credit Disbursement. (f) Unless the Agent shall have received notice from a Lender prior to the date of any Borrowing, or more Applicable Tranche Covering Swingline Loansprior to the time of any required payment by such Lender in respect of a Letter of Credit Disbursement, subject that such Lender will not make available to Section 3.1(c). For the avoidance Agent such Lender's share of doubtsuch Borrowing or payment, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve Agent may assume that such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion Lender has made such share available to the amount Agent on the date of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email Borrowing or payment in accordance with subsections (due to operational difficulties c) and (d) or otherwise(e), as applicable, of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower or an Issuing Bank, as applicable, on such date a corresponding amount. If and to the extent commercially reasonable that such Lender shall not have so made such share available to the Agent, such Lender and following telephone notices the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available by the Company requesting sameAgent until the date such amount is repaid to the Agent, agree at (i) in the case of the Borrower, a rate per annum equal to accept the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.05 or Section 2.13(g), as applicable, and (ii) in the case of such notices via other electronic delivery methodsLender, the Federal Funds Rate. If such Lender shall repay to the Agent such corresponding amount in respect of a Borrowing, such amount so repaid shall constitute such Lender's Loan included in such Borrowing for purposes of this Agreement.

Method of Borrowing. (a) To request an Advance hereunderThe Borrower shall give the Administrative Agent notice (a Notice of Borrowing) not later than 12:00 Noon (New York City time) on (x) the date of each Base Rate Borrowing and (y) the third Euro-Dollar Business Day before each Euro-Dollar Borrowing, the Company shallspecifying: (i) give notification by telephone (the date of such Borrowing, which notification shall be made on a Domestic Business Day in the case of a Base Rate Borrowing Date, may be made either before or after delivery a Euro-Dollar Business Day in the case of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”),a Euro-Dollar Borrowing; (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advancesuch Borrowing; (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4iii) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans comprising such Borrowing are to be borrowed (if bear interest initially at the Company fails to specify Base Rate or a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”)Euro-Dollar Rate; and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (ziv) in the case of a Clearing Member Customer Gold Warrant Advance Euro-Dollar Borrowing, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. In no event shall be the total number of Groups of Loans at any one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andtime outstanding exceed twenty. (Bb) Promptly after receiving a notice to Notice of Borrowing, the Collateral Administrative Agent shall notify each Bank of the contents thereof and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged such Bank's ratable share of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Company to secure the requested Advance Borrower. (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate c) Not later than 1:00 P.M. (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to New York City time) and delivered to on the Collateral Agent’s Office and date of each Euro- Dollar Borrowing or 2:00 P.M. (New York City time) on the Collateral Monitoring Agent’s Officedate of each Base Rate Borrowing, and (iii) give separate notificationeach Bank shall make available its ratable share of such Borrowing, by telephonein Federal or other funds immediately available in New York City, to the Collateral Administrative Agent at its address specified in or pursuant to Section 9.01. Unless the Administrative Agent determines that any applicable condition specified in Article 3 has not been satisfied, the Collateral Notice has been delivered Administrative Agent will make the funds so received from the Banks available to the Collateral Borrower at the Administrative Agent. Concurrently with's aforesaid address. (d) Unless the Administrative Agent shall have received notice from a Bank before the date of any Borrowing (or, or shortly followingin the case of a Base Rate Borrowing, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1prior to 1:30 P.M.(New York City time) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether date of such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans Borrowing) that such Bank will not made make available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to Bank's share of such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline LoansBorrowing, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely may assume that such Bank has made such share available to it to fund the requested Advance as provided Administrative Agent on the date of such Borrowing in accordance with subsection (b) of this Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent commercially reasonable that such Bank shall not have so made such share available to the Administrative Agent, such Bank and following telephone notices 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) if such amount is repaid by the Company requesting sameBorrower, agree a rate per annum equal to accept the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.04 and (ii) if such notices via other electronic delivery methodsamount is repaid by such Bank, the Federal Funds Rate. If such Bank shall repay to the Administrative Agent such corresponding amount, the Borrower shall not be required to repay such amount and the amount so repaid by such Bank shall constitute such Bank's Loan included in such Borrowing for purposes of this Agreement.

Method of Borrowing. (a) To request an Advance hereunder, the Company shall: In order to make a borrowing of Revolving Loans (other than (i) give notification by telephone (borrowings of Swingline Loans, which notification shall be made on the Borrowing Datepursuant to Section 2.02(c), may be made either before or after delivery of the Advance Request referred to in clause (ii) below and borrowings for the purpose of repaying Refunded Swingline Loans, which shall be subject made pursuant to Section 3.5(b2.02(d), (iii) borrowings for the purpose of paying unpaid Reimbursement Obligations, which shall be made pursuant to Section 3.05, and (iv) borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.04), Borrower shall give notice (each, a “Notice of Borrowing”) substantially in the form of Exhibit B-1 to the Administrative Agent by 11:00 a.m. (Charlotte time) on the Business Day of each Base Rate Loan to be made to Borrower, and by 11:00 a.m. (Charlotte time) at least three (3) Business Days before each LIBOR Loan to be made to Borrower, specifying: (i) the date of such Revolving Loan, which shall be a Business Day during the Revolving Credit Period; (ii) the aggregate principal amount of such Revolving Loan; (iii) the initial Type of the Loan, provided that if Borrower shall have failed to designate the Advance Request has been or will Type of such Loan, Borrower shall be delivered deemed to have requested a borrowing comprised of Base Rate Loans; and (iv) in the case of a LIBOR Loan, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, provided that if Borrower shall have failed to select the duration of the applicable Interest Period, then Borrower shall be deemed to have selected an Interest Period with a duration of one month. (b) Not later than 2:00 p.m. (Charlotte time) on the date of each Revolving Loan, each Bank shall make available its Pro Rata Share of such Revolving Loan, in Dollars and in funds immediately available to the Administrative Agent andat its address specified in Schedule 9.04. The Administrative Agent will make the funds so received from the Banks available to Borrower immediately thereafter at the Administrative Agent’s aforesaid address by crediting such funds to the deposit account specified by Borrower on the Account Designation Letter (or such other account mutually agreed upon in writing between the Administrative Agent and Borrower). The Administrative Agent shall not be required to make any amount available to Borrower hereunder except to the extent the Administrative Agent shall have received such amounts from the Banks as set forth herein, if not yet deliveredprovided, however, that unless the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, Administrative Agent shall have been notified by email a Bank prior to the Applicable Borrower Notice Deadline: (A) time a notice Loan is to the Administrative Agent be made hereunder that such Bank does not intend to make its Pro Rata Share of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered Loan available to the Administrative Agent, as updated the Administrative Agent may assume that such Bank has made such Pro Rata Share available to the Administrative Agent prior to such time, and the Administrative Agent may in writing reliance upon such assumption, but shall not be required to, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to 28 the Administrative Agent by such Bank and the Administrative Agent has made such amount available to Borrower, the applicable Bank and Borrower severally agree to pay to the Administrative Agent forthwith and on demand such corresponding amount, together with interest thereon in respect of each day during the period from and including the date such amount was made available to Borrower to but excluding the date the Administrative Agent recovers such amount at (i) in the case of a payment to be made by such Bank, the greater of the Fed Funds Rate and a rate determined by the Company Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the Adjusted Base Rate. (c) In order to make a borrowing of a Swingline Loan, Borrower will give the Administrative Agent and the Swingline Bank written notice not later than 11:00 a.m., Charlotte time, on the date of such borrowing. Each such notice (each, a “Notice of Swingline Borrowing”) substantially in the form of Exhibit B-2, shall be irrevocable and shall specify (i) the principal amount of the Swingline Loan to be made pursuant to such borrowing (which shall not be less than $100,000 and, if greater, shall be in an integral multiple of $100,000 in excess thereof (or, if less, in the amount of the Unutilized Swingline Commitment)) and (ii) the date of such Swingline Loan, which shall be a Business Day during the Revolving Credit Period, but not later than the Swingline Maturity Date. Not later than 2:00 p.m., Charlotte time, on the date of the Swingline Loan, the Swingline Bank will make available an amount equal to the amount of such Swingline Loan, in Dollars and in funds immediately available in Charlotte, North Carolina to the Administrative Agent. To the extent the Swingline Bank has made such amount available to the Administrative Agent as provided hereinabove, the Administrative Agent will make such amount available to Borrower in like funds as received by the Administrative Agent. (d) With respect to any outstanding Swingline Loans, the Swingline Bank may at any time (whether or not an Event of Default has occurred and is continuing) in its sole and absolute discretion, and is hereby authorized and empowered by Borrower to, cause a borrowing of Revolving Loans to be made for the purpose of repaying such Swingline Loans by delivering to the Administrative Agent (if the Administrative Agent is not also the Swingline Bank) and each other Bank (on behalf of, and with a copy to, Borrower), not later than 11:00 a.m., Charlotte time, on the proposed date of such Revolving Loan, a notice (which shall be deemed to be a Notice of Borrowing given by Borrower) requesting the Banks to make Revolving Loans (which shall be made initially as Base Rate Loans) on such date in an aggregate amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date such notice is given that the Swingline Bank requests to be repaid. Not later than 2:00 p.m., Charlotte time, on the requested date of such Revolving Loans, each Bank (other than the Swingline Bank) will make available its Pro Rata Share of such Revolving Loan, in Dollars and in funds immediately available to the Administrative Agent. To the extent the Banks have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Bank in like funds as received by the Administrative Agent, which shall apply such amounts in repayment of the Refunded Swingline Loans. Notwithstanding any provision of this Agreement to the contrary, on the date of such Loan, the Refunded Swingline Loans (including the Swingline Bank’s Pro Rata Share thereof, in its capacity as a Bank) shall be deemed to be repaid with the proceeds of the Revolving Loans made as provided above (including a Revolving Loan deemed to have been made by the Swingline Bank), and such Refunded Swingline Loans deemed to be so repaid shall no longer be outstanding as Swingline Loans but shall be outstanding as Revolving Loans. If any portion of any such amount repaid (or deemed to be repaid) to the Swingline Bank shall be recovered by or on behalf of Borrower from the Swingline Bank in any bankruptcy, insolvency or similar proceeding or otherwise, the loss of the amount so recovered shall be shared ratably among all the Banks based on each Bank’s Pro Rata Share. (e) If, as a result of any bankruptcy, insolvency or similar proceeding with respect to Borrower, Revolving Loans are not made pursuant to Section 2.02(d) in an amount sufficient to repay any amounts owed to the Swingline Bank in respect of any outstanding Swingline Loans, or if the Swingline Bank is otherwise precluded for any reason from giving a notice on behalf of Borrower as provided for hereinabove, the Swingline Bank shall be deemed to have sold without recourse, representation or warranty, and each Bank shall be deemed to have purchased and hereby agrees to purchase, a participation in such outstanding Swingline Loans in an amount equal to its Pro Rata Share at such time of the unpaid amount thereof together with accrued interest thereon. Upon one (1) Business Day’s prior notice from the Swingline Bank, each Bank (other than the Swingline Bank) will make available its Pro Rata Share of such Revolving Loan, in Dollars and in funds immediately available in Charlotte, North Carolina to the Administrative Agent. To the extent the Banks have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Bank in like funds as received by the Administrative Agent. In the event any such Bank fails to make available to the Administrative Agent the amount of such Bank’s participation as provided in this Section 2.02(e), the Swingline Bank shall be entitled to recover such amount on demand from such Bank, together with interest thereon for each day from the date such amount is required to be made available for the account of the Swingline Bank until the date such amount is made available to the Swingline Bank at the Fed Funds Rate for the first three (3) Business Days and thereafter at the Adjusted Base Rate applicable to Revolving Loans. Promptly following its receipt of any payment by or on behalf of Borrower in respect of a Swingline Loan, the Swingline Bank will pay to each Bank that has acquired a participation therein such Bank’s Pro Rata Share of such payment. (f) Notwithstanding any provision of this Agreement to the contrary, the obligation of each Bank (other than the Swingline Bank) to make Revolving Loans for the purpose of repaying any Refunded Swingline Loans pursuant to Section 2.02(d) and each such Bank’s obligation to purchase a participation in any unpaid Swingline Loans pursuant to Section 2.02(e) shall be absolute and unconditional and shall not be affected by any circumstance or event whatsoever, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right that such Bank may have against the Swingline Bank, the Administrative Agent, Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default, (iii) the failure of the amount of such borrowing of Revolving Loans to meet the minimum borrowing amount specified in Section 2.01(a), or (iv) the failure of any conditions set forth in Section 4.02 or elsewhere herein to be satisfied. (g) The obligations of the Banks hereunder to make Loans, to fund participations in Letters of Credit and Swingline Loans and to make payments pursuant to Section 9.03(c) are several and not joint. The failure of any Bank to make any Loan, to fund any such participation or to make any such payment on any date shall not relieve any other Bank of its corresponding obligation, if any, hereunder to do so on such date, but no Bank shall be responsible for the failure of any other Bank to so make its Loan, purchase its participation or to make any such payment required hereunder. (h) Each Bank may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of Borrower to repay such Loan to or for the account of such Bank in accordance with the terms of this Agreement. (i) Borrower hereby irrevocably authorizes the Administrative Agent to rely on telephonic, telegraphic, telecopy, telex or written instructions of any person identifying himself or herself as one of the individuals listed on Schedule 2.02 attached hereto (or any other individual from time to time) time authorized to act on behalf of Borrower pursuant to a resolution adopted by the Board of Directors of Borrower and certified by the Secretary of Borrower and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche) (the “Authorized Individuals”) with respect to any request to make a Loan or a repayment hereunder, and on any signature which the Administrative Agent believes to be genuine, and Borrower shall specify: be bound thereby in the same manner as if such individual were actually authorized or such signature were genuine; provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed on an Account Designation Letter. Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. Borrower also hereby agrees to defend and indemnify the Administrative Agent and each Bank and hold the Administrative Agent and each Bank harmless from and against any and all claims, demands, damages, liabilities, losses, costs and expenses (1including, without limitation, reasonable attorneys’ fees and expenses) relating to or arising out of or in connection with the aggregate amount acceptance of instructions for making Loans or repayments under this Agreement; provided that the Administrative Agent and each Bank will not have any right to indemnification for any of the requested Advance; (2) foregoing to the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with extent resulting from the Administrative Agent’s or such Bank’s own fraud, (y) gross negligence or willful misconduct or a breach in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with bad faith by the Administrative Agent or another financial institution or (z) such Bank of its obligations hereunder, in the case each case, as determined by a final non-appealable judgment of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form court of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodscompetent jurisdiction.

Method of Borrowing. (a) To request an Advance hereunderThe Borrower shall give the Agent notice (a "Notice of Borrowing") not later than 11:00 A.M. (New York, New York time) on (x) the Company shallsame day as each Base Rate Borrowing and (y) the third Eurodollar Business Day before each Eurodollar Rate Borrowing, specifying: (i) give notification by telephone (the date of such Borrowing, which notification shall be made on a Domestic Business Day in the case of a Base Rate Borrowing Date, may be made either before or after delivery a Eurodollar Business Day in the case of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”),a Eurodollar Rate Borrowing; (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advancesuch Borrowing; (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4iii) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans comprising such Borrowing are to be borrowed (if bear interest initially at the Company fails to specify a currency in an Advance Request, then Base Rate or the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”)Eurodollar Rate; and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (ziv) in the case of a Clearing Member Customer Gold Warrant Advance Eurodollar Rate Borrowing, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. Notwithstanding the foregoing, during the Primary Syndication Period, all Borrowings shall be Base Rate Borrowings. In no event shall the total number of Groups of Loans comprised of Eurodollar Rate Borrowings at any one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andtime outstanding exceed five. (Bb) Promptly after receiving a notice to Notice of Borrowing, the Collateral Agent shall notify each Lender of the contents thereof and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged such Lender's ratable share of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Company to secure the requested Advance Borrower. (a “Collateral Notice”)c) Not later than 12:00 Noon (New York, which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to New York time) and delivered to on the Collateral Agent’s Office and the Collateral Monitoring Agent’s Officedate of each Borrowing, and (iii) give separate notificationeach Lender shall make available its ratable share of such Borrowing, by telephonein federal or other funds immediately available in New York City, to the Collateral Agent at its address specified in or pursuant to Section 10.01. Unless the Agent determines that any applicable condition specified in Section 3.02 has not been satisfied, the Collateral Notice has been delivered Agent will make the funds so received from the Lenders available to the Collateral Borrower at the Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect 's aforesaid address. (d) Unless the Agent shall have received notice from a Lender before the date of Applicable Tranche Revolving Loansany Borrowing that such Lender will not make available to the Agent such Lender's share of such Borrowing, the Company Agent may also make an Advance Request assume that such Lender has made such share available to the Agent on the date of such Borrowing in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify accordance with paragraph (1c) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans above and the respective amounts thereofAgent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and (2) if to the extent that such Applicable Tranche Swingline Loans are being requested Lender shall not have so made such share available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the same day as any Applicable Tranche Revolving Loans, whether date such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not amount is made available to the Administrative Agent in Borrower until the date such amount is repaid to the Agent, at (i) if such amount is repaid by the Borrower, a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable to such Applicable Tranche Revolving LoansBorrowing pursuant to Section 2.04 and (ii) if such amount is repaid by such Lender, the Federal Funds Rate. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loanssuch Lender shall repay to the Agent such corresponding amount, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and Borrower shall not relieve be required to repay such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to amount and the amount so repaid by such Lender shall constitute such Lender's Loan included in such Borrowing for purposes of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsthis Agreement.

Method of Borrowing. (a) To request an Advance hereunderThe Company shall give notice (a "Notice of Revolving Credit Borrowing") to the Agent by 12:00 noon (St. Louis time) on the Business Day of each Revolving Credit Base Rate Loan to be made to the Company, and by 12:00 noon (St. Louis Time) at least three (3) Eurodollar Business Days before each Revolving Credit LIBOR Loan to be made to the Company shallCompany, specifying: (i) give notification by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such AdvanceRevolving Credit Loan, which shall be a Business Day; (3) Day during the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) Credit Period in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be Revolving Credit Base Rate Loan and a deposit account of Eurodollar Business Day during the Company’s maintained with the Administrative Agent, (y) Revolving Credit Period in the case of an Advance a Revolving Credit LIBOR Loan, (other than a Clearing Member Customer Gold Warrant Advanceii) the aggregate principal amount of such Revolving Credit Loan, (iii) whether such Revolving Credit Loan is to be made in a currency other than U.S. DollarsRevolving Credit Base Rate Loan or a Revolving Credit LIBOR Loan, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or and (ziv) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andRevolving Credit LIBOR Loan, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (Bb) Upon receipt of a notice Notice of Revolving Credit Borrowing given to it, the Agent shall notify each Lender by 1:00 p.m. (St. Louis time) on the date of receipt of such Notice of Revolving Credit Borrowing by the Agent (which must be a Business Day) of the contents thereof and of such Lender's Pro Rata Share of such Revolving Credit Loan. A Notice of Revolving Credit Borrowing shall not be revocable by the Company. (c) Not later than 2:00 p.m. (St. Louis time) on the date of each Revolving Credit Loan, each Lender shall make available its Pro Rata Share of such Revolving Credit Loan, in Federal or other funds immediately available in St. Louis, Missouri, to the Collateral Agent and Collateral Monitoring at its address specified in or pursuant to Section 8.07. Unless the Agent determines that any applicable condition specified in substantially Section 3 has not been satisfied, the form Agent will make the funds so received from the Lenders available to the Company by 3:00 p.m. (St. Louis time) by crediting such funds to a demand deposit account of Exhibit I attached hereto detailing the Collateral pledged Company at U.S. Bank specified by the Company (or such other account mutually agreed upon in writing between the Agent and the Company). The Agent shall not be required to secure make any amount available to the requested Advance (Company hereunder except to the extent the Agent shall have received such amounts from the Lenders as set forth herein, provided, however, that unless the Agent shall have been notified by a “Collateral Notice”)Lender prior to the time a Revolving Credit Loan is to be made hereunder that such Lender does not intend to make its Pro Rata Share of such Revolving Credit Loan available to the Agent, which Collateral Notice the Agent may assume that such Lender has made such Pro Rata Share available to the Agent prior to such time, and the Agent may in reliance upon such assumption make available to the Company a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender and the Agent has made such amount available to the Company, the Agent shall be executed by an officer entitled to receive such amount from such Lender forthwith upon its demand, together with interest thereon in respect of each day during the period from and including the date such amount was made available to the Company to but excluding the date the Agent recovers such amount from such Lender at a rate per annum equal to the Fed Funds Rate. (d) The Company hereby irrevocably authorizes the Agent and each Lender to rely on telephonic, facsimile, telegraphic, telex or written instructions of any person identifying himself or herself as one of the individuals listed on Schedule 2.04 attached hereto (or any other individual from time to time authorized to act on behalf of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered pursuant to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing a resolution adopted by the Board of Directors of the Company from time to time) and certified by the Secretary of the Company and delivered to the Collateral Agent’s Office Agent and the Collateral Monitoring Agent’s Officeeach Lender) (each, and (iiian "Authorized Person") give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to any request to make a Revolving Credit Loan or a repayment hereunder, and on any signature which the Agent or such Advance and make Applicable Tranche Swingline Loans Lender, as the case may be, believes to be genuine, and the respective amounts thereof, and (2) Company shall be bound thereby in the same manner as if such Applicable Tranche Swingline Loans are being requested on individual were actually authorized or such signature were genuine. The Company also hereby agrees to defend and indemnify the same day Agent and each Lender and hold the Agent and each Lender harmless from and against any and all claims, demands, damages, liabilities, losses, costs and expenses (including, without limitation, reasonable Attorneys' fees and expenses) relating to or arising out of or in connection with the acceptance of any notices or instructions believed by the Agent or such Lender, as any Applicable Tranche Revolving Loansthe case may be, in good faith to have been sent or delivered by an Authorized Person, regardless of whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent notice or instruction was in a timely manner (any such Applicable Tranche Swingline Loan, fact delivered by an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsAuthorized Person.

Method of Borrowing. (a) To request an Advance hereunder, the Company shall: (i) give notification by telephone (which notification The initial Borrowing shall be made on a Business Day, or in the case of such Borrowing Datewhich is a LIBOR Rate Loan, may be made either before or after delivery on a LIBOR Business Day, upon notice from the Borrower to the Agent, given (i) in the case of such Borrowing which is an Alternate Base Rate Loan, not later than 11:00 a.m. (New York, New York time) on the Business Day of the Advance Request referred to in clause proposed Borrowing and (ii) below and shall be subject to Section 3.5(b)in the case of such Borrowing which is a LIBOR Rate Loan, not later than 1:00 p.m. (New York, New York time) to on the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email second LIBOR Business Day prior to the Applicable date of the proposed Borrowing. Each such notice of Borrowing (a “Notice of Borrowing”) by the Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans shall be in substantially the form of Exhibit H attached hereto D-1 hereto, specifying therein the requested (an A) date of such Borrowing (the “Advance RequestDelayed Draw Date”), which Advance Request shall be executed by an officer (B) Type of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained connection with the Administrative Agentsuch Borrowing, (yC) in the case aggregate amount of an Advance such Borrowing and (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (zD) in the case of a Clearing Member Customer Gold Warrant Advance Borrowing comprising a LIBOR Rate Loan, initial Interest Period for each such Loan. The Agent shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a give notice to each Lender promptly upon receipt of each Notice of Borrowing pursuant to this Section 2.02(a), the Collateral contents thereof and each such Lender’s share of any Borrowing to be made pursuant thereto. Each Lender shall, before 1:00 p.m. (New York, New York time) on the date of such Borrowing, make available to the Agent for the account of the Borrower in same day funds, the proceeds of such Borrowing (in Dollars). Such Borrowing will then be made available to the Borrower by the Agent by crediting the account of the Borrower on the books of the Agent with the aggregate of the amounts made available to the Agent by the Lenders and Collateral Monitoring in like funds as received by the Agent. The Borrower hereby irrevocably authorizes the Agent to disburse the proceeds of each borrowing requested pursuant to this Section in immediately available funds by crediting or wiring such proceeds to the deposit account of the Borrower identified in the most recent notice substantially in the form of attached as Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance F (a “Collateral NoticeNotice of Account Designation”), which Collateral Notice shall be executed ) delivered by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered Borrower to the Collateral Agent or as may be otherwise agreed upon by the Borrower and the Collateral Monitoring Agent, as updated in writing by the Company Agent from time to time) and delivered . Subject to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methods.Section

Method of Borrowing. (a) To In order to request an Advance any Borrowing hereunder, the Company shall: Borrower shall hand deliver, telex or telecopy to Administrative Agent a duly completed Request for Borrowing (herein so called) prior to 12:00 noon (Chicago, Illinois time), (i) give notification by telephone at least one (which notification shall be made on 1) Domestic Business Day before the Borrowing DateDate specified for a proposed Adjusted Base Rate Borrowing, may be made either before or after delivery of the Advance Request referred to in clause and (ii) below and at least three (3) Eurodollar Business Days before the Borrowing Date of a proposed Eurodollar Borrowing. Each such Request for Borrowing shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested substantially in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E D hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1i) whether such Borrowing is to be an Adjusted Base Rate Borrowing or a Eurodollar Borrowing; (ii) the Borrowing Date of such Borrowing, which shall be a Domestic Business Day in the case of an Adjusted Base Rate Borrowing, or a Eurodollar Business Day in the case of a Eurodollar Borrowing; (iii) the aggregate amount of the requested Advance; (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”)Borrowing; and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (ziv) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andEurodollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (Bb) Upon receipt of a notice to the Collateral Request for Borrowing described in Section 3.2(a) above, Administrative Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer promptly notify each Bank of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent contents thereof and the Collateral Monitoring Agentamount of the Borrowing to be loaned by such Bank pursuant thereto, as updated in writing and such Request for Borrowing shall not thereafter be revocable by the Company from time to Borrower. (c) Not later than 12:00 noon (Chicago, Illinois time) and delivered on the date of each Borrowing, each Bank shall make available its Commitment Percentage of such Borrowing, in Federal or other funds immediately available in Chicago, Illinois to Administrative Agent at its address set forth on Schedule 2.1 hereto. Notwithstanding the Collateral Agent’s Office and the Collateral Monitoring Agent’s Officeforegoing, and if Borrower delivers to Administrative Agent a Request for Borrowing prior to 10:00 a.m. (iiiChicago, Illinois time) give separate notificationon a Domestic Business Day requesting an Adjusted Base Rate Borrowing on such day, each Bank shall use its best efforts to make available to Administrative Agent its Commitment Percentage of such Borrowing by telephone1:00 p.m. (Chicago, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1Illinois time) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as day. Unless Administrative Agent determines that any Applicable Tranche Revolving Loansapplicable condition specified in Section 7.2 has not been satisfied, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made Administrative Agent will make the funds so received from Banks available to the Borrower at Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsAgent’s aforesaid address.

Method of Borrowing. (a) To request an Advance hereunderThe Borrower shall give the Bank notice (a "Notice of Borrowing") at least three Euro-Dollar Business Days before each Euro-Dollar Borrowing and at least one Domestic Business Day before each Base Rate Borrowing, the Company shallspecifying: (i) give notification by telephone (the date of such Borrowing, which notification shall be made on the Borrowing Date, may be made either before a Euro-Dollar Business Day for Euro-Dollar Borrowings or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”)a Domestic Business Day for Base Rate Borrowings, (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s OfficeBorrowing, and (iii) give separate notificationthe duration of the Interest Period applicable thereto, by telephone, subject to the Collateral Agent that provisions of the Collateral definition of Interest Period, for Euro-Dollar Borrowings; (b) A Notice has of Borrowing, once given, shall be irrevocable. The Bank shall be entitled to rely on any telephonic Notice of Borrowing which it believes in good faith to have been delivered given by a duly authorized officer of the Borrower and any Advances made by the Bank based on such telephonic notice shall, when credited by the Bank to the Collateral Agent. Concurrently withregular deposit account maintained by the Borrower with the Bank, or shortly following, or in lieu of, its making be an Advance Request for all purposes hereunder. Not later than 2:00 p.m., Charlotte, North Carolina time, on the date specified for the Borrowing in respect the Notice of Applicable Tranche Revolving LoansBorrowing, the Company may also make an Advance Request Bank shall credit, in respect immediately available funds, the amount of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available Borrowing to the Administrative Agent regular deposit account maintained by the Borrower with the Bank. (c) Notwithstanding the foregoing provisions of this Section 2.02, all Advances under the Facility B Commitment shall be funded by the Bank in accordance with the Loan Access Agreement. (d) If the Bank makes a timely manner (new Advance hereunder on a day on which the Borrower is to repay all or any such Applicable Tranche Swingline Loan, part of an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loansoutstanding Advance, the Administrative Agent Bank shall first, use apply the proceeds of its new Advance to make such repayment and only an amount equal to the Applicable Tranche Revolving Loans timely difference (if any) between the amount being borrowed and the amount being repaid shall be made available by the Bank to it the Borrower as provided in subsection (b) or (c) of this Section, or remitted by the Borrower to fund the requested Advance Bank as provided in Section 3.1(b)2.12, and secondas the case may be. (e) Notwithstanding anything to the contrary contained in this Agreement, fund no Euro-Dollar Borrowing may be made if there shall have occurred a Default or an Event of Default, which Default or Event of Default shall not have been cured or waived. (f) If the remaining portion Borrower is otherwise entitled under this Agreement to repay any Advance maturing at the end of the requested Advance, if any, an Interest Period applicable thereto with the proceeds made available of a new Borrowing, and the Borrower fails to it repay such Advance using its own moneys and fails to give a Notice of Borrowing in respect of one or more Applicable Tranche Covering Swingline Loansconnection with such new Borrowing, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank a new Borrowing shall be deemed to be made on the date such Advance matures in addition toan amount equal to the principal amount of the Advance so maturing, and the Advance comprising such new Borrowing shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsbe a Base Rate Loan.

Method of Borrowing. (a) To In order to request an Advance any Borrowing hereunder, the Company shall: Borrower shall hand deliver, telex or telecopy to Administrative Agent a duly completed Request for Borrowing (herein so called) prior to 12:00 noon (Houston, Texas time), (i) give notification by telephone at least one (which notification shall be made on 1) Domestic Business Day before the Borrowing DateDate specified for a proposed Adjusted Base Rate Borrowing, may be made either before or after delivery of the Advance Request referred to in clause and (ii) below and at least three (3) Eurodollar Business Days before the Borrowing Date of a proposed Eurodollar Borrowing. Each such Request for Borrowing shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested substantially in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E EXHIBIT D hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1i) whether such Borrowing is to be an Adjusted Base Rate Borrowing or a Eurodollar Borrowing; (ii) the Borrowing Date of such Borrowing, which shall be a Domestic Business Day in the case of an Adjusted Base Rate Borrowing, or a Eurodollar Business Day in the case of a Eurodollar Borrowing; (iii) the aggregate amount of the requested Advance; (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”)Borrowing; and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (ziv) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andEurodollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (Bb) Upon receipt of a notice to the Collateral Request for Borrowing described in SECTION 2.2(A) above, Administrative Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer promptly notify each Bank of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent contents thereof and the Collateral Monitoring Agentamount of the Borrowing to be loaned by such Bank pursuant thereto, as updated in writing and such Request for Borrowing shall not thereafter be revocable by the Company from time to Borrower. (c) Not later than 12:00 noon (Houston, Texas time) and delivered on the date of each Borrowing, each Bank shall make available its Commitment Percentage of such Borrowing, in Federal or other funds immediately available in Houston, Texas to Administrative Agent at its address set forth on SCHEDULE 1 hereto. Notwithstanding the Collateral Agent’s Office and the Collateral Monitoring Agent’s Officeforegoing, and if Borrower delivers to Administrative Agent a Request for Borrowing prior to 10:00 a.m. (iiiHouston, Texas time) give separate notificationon a Domestic Business Day requesting an Adjusted Base Rate Borrowing on such day, each Bank shall use its best efforts to make available to Administrative Agent its Commitment Percentage of such Borrowing by telephone1:00 p.m. (Houston, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1Texas time) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as day. Unless Administrative Agent determines that any Applicable Tranche Revolving Loansapplicable condition specified in SECTION 6.2 has not been satisfied, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made Administrative Agent will make the funds so received from Banks available to the Borrower at Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsAgent's aforesaid address.

Method of Borrowing. (a) To request an Advance hereunder, the Company shall: In order to make a borrowing of Revolving Loans (other than (i) give notification by telephone (borrowings of Swingline Loans, which notification shall be made on the Borrowing Datepursuant to Section 2.02(c), may be made either before or after delivery of the Advance Request referred to in clause (ii) below and borrowings for the purpose of repaying Refunded Swingline Loans, which shall be subject made pursuant to Section 3.5(b2.02(d), (iii) borrowings for the purpose of paying unpaid Reimbursement Obligations, which shall be made pursuant to Section 3.05, and (iv) borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.04), Borrower shall give notice (each, a “Notice of Borrowing”) substantially in the form of Exhibit B-1 to the Administrative Agent by 11:00 a.m. (Charlotte time) on the Business Day of each Base Rate Loan to be made to Borrower, and by 11:00 a.m. (Charlotte time) at least three (3) Business Days before each LIBOR Loan to be made to Borrower, specifying: (i) the date of such Revolving Loan, which shall be a Business Day during the Revolving Credit Period; (ii) the aggregate principal amount of such Revolving Loan; (iii) the initial Type of the Loan, provided that if Borrower shall have failed to designate the Advance Request has been or will Type of such Loan, Borrower shall be delivered deemed to have requested a borrowing comprised of Base Rate Loans; and (iv) in the case of a LIBOR Loan, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, provided that if Borrower shall have failed to select the duration of the applicable Interest Period, then Borrower shall be deemed to have selected an Interest Period with a duration of one month. (b) Not later than 2:00 p.m. (Charlotte time) on the date of each Revolving Loan, each Bank shall make available its Pro Rata Share of such Revolving Loan, in Dollars and in funds immediately available to the Administrative Agent andat its address specified in Schedule 9.04. The Administrative Agent will make the funds so received from the Banks available to Borrower immediately thereafter at the Administrative Agent’s aforesaid address by crediting such funds to the deposit account specified by Borrower on the Account Designation Letter (or such other account mutually agreed upon in writing between the Administrative Agent and Borrower). The Administrative Agent shall not be required to make any amount available to Borrower hereunder except to the extent the Administrative Agent shall have received such amounts from the Banks as set forth herein, if not yet deliveredprovided, however, that unless the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, Administrative Agent shall have been notified by email a Bank prior to the Applicable Borrower Notice Deadline: (A) time a notice Loan is to the Administrative Agent be made hereunder that such Bank does not intend to make its Pro Rata Share of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered Loan available to the Administrative Agent, as updated the Administrative Agent may assume that such Bank has made such Pro Rata Share available to the Administrative Agent prior to such time, and the Administrative Agent may in writing reliance upon such assumption, but shall not be required to, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Bank and the Administrative Agent has made such amount available to Borrower, the applicable Bank and Borrower severally agree to pay to the Administrative Agent forthwith and on demand such corresponding amount, together with interest thereon in respect of each day during the period from and including the date such amount was made available to Borrower to but excluding the date the Administrative Agent recovers such amount at (i) in the case of a payment to be made by such Bank, the greater of the Fed Funds Rate and a rate determined by the Company Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the Adjusted Base Rate. (c) In order to make a borrowing of a Swingline Loan, Borrower will give the Administrative Agent and the Swingline Bank written notice not later than 11:00 a.m., Charlotte time, on the date of such borrowing. Each such notice (each, a “Notice of Swingline Borrowing”) shall be substantially in the form of Exhibit B-2, shall be irrevocable and shall specify (i) the principal amount of the Swingline Loan to be made pursuant to such borrowing (which shall not be less than $100,000 and, if greater, shall be in an integral multiple of $100,000 in excess thereof (or, if less, in the amount of the Unutilized Swingline Commitment)) and (ii) the date of such Swingline Loan, which shall be a Business Day during the Revolving Credit Period, but not later than the Swingline Maturity Date. Not later than 2:00 p.m., Charlotte time, on the date of the Swingline Loan, the Swingline Bank will make available an amount equal to the amount of such Swingline Loan, in Dollars and in funds immediately available in Charlotte, North Carolina to the Administrative Agent. To the extent the Swingline Bank has made such amount available to the Administrative Agent as provided hereinabove, the Administrative Agent will make such amount available to Borrower in like funds as received by the Administrative Agent. (d) With respect to any outstanding Swingline Loans, the Swingline Bank may at any time (whether or not an Event of Default has occurred and is continuing) in its sole and absolute discretion, and is hereby authorized and empowered by Borrower to, cause a borrowing of Revolving Loans to be made for the purpose of repaying such Swingline Loans by delivering to the Administrative Agent (if the Administrative Agent is not also the Swingline Bank) and each other Bank (on behalf of, and with a copy to, Borrower), not later than 11:00 a.m., Charlotte time, on the proposed date of such Revolving Loan, a notice (which shall be deemed to be a Notice of Borrowing given by Borrower) requesting the Banks to make Revolving Loans (which shall be made initially as Base Rate Loans) on such date in an aggregate amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date such notice is given that the Swingline Bank requests to be repaid. Not later than 2:00 p.m., Charlotte time, on the requested date of such Revolving Loans, each Bank (other than the Swingline Bank) will make available its Pro Rata Share of such Revolving Loan, in Dollars and in funds immediately available to the Administrative Agent. To the extent the Banks have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Bank in like funds as received by the Administrative Agent, which shall apply such amounts in repayment of the Refunded Swingline Loans. Notwithstanding any provision of this Agreement to the contrary, on the date of such Loan, the Refunded Swingline Loans (including the Swingline Bank’s Pro Rata Share thereof, in its capacity as a Bank) shall be deemed to be repaid with the proceeds of the Revolving Loans made as provided above (including a Revolving Loan deemed to have been made by the Swingline Bank), and such Refunded Swingline Loans deemed to be so repaid shall no longer be outstanding as Swingline Loans but shall be outstanding as Revolving Loans. If any portion of any such amount repaid (or deemed to be repaid) to the Swingline Bank shall be recovered by or on behalf of Borrower from the Swingline Bank in any bankruptcy, insolvency or similar proceeding or otherwise, the loss of the amount so recovered shall be shared ratably among all the Banks based on each Bank’s Pro Rata Share. (e) If, as a result of any bankruptcy, insolvency or similar proceeding with respect to Borrower, Revolving Loans are not made pursuant to Section 2.02(d) in an amount sufficient to repay any amounts owed to the Swingline Bank in respect of any outstanding Swingline Loans, or if the Swingline Bank is otherwise precluded for any reason from giving a notice on behalf of Borrower as provided for hereinabove, the Swingline Bank shall be deemed to have sold without recourse, representation or warranty, and each Bank shall be deemed to have purchased and hereby agrees to purchase, a participation in such outstanding Swingline Loans in an amount equal to its Pro Rata Share at such time of the unpaid amount thereof together with accrued interest thereon. Upon one (1) Business Day’s prior notice from the Swingline Bank, each Bank (other than the Swingline Bank) will make available its Pro Rata Share of such Revolving Loan, in Dollars and in funds immediately available in Charlotte, North Carolina to the Administrative Agent. To the extent the Banks have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Bank in like funds as received by the Administrative Agent. In the event any such Bank fails to make available to the Administrative Agent the amount of such Bank’s participation as provided in this Section 2.02(e), the Swingline Bank shall be entitled to recover such amount on demand from such Bank, together with interest thereon for each day from the date such amount is required to be made available for the account of the Swingline Bank until the date such amount is made available to the Swingline Bank at the Fed Funds Rate for the first three (3) Business Days and thereafter at the Adjusted Base Rate applicable to Revolving Loans. Promptly following its receipt of any payment by or on behalf of Borrower in respect of a Swingline Loan, the Swingline Bank will pay to each Bank that has acquired a participation therein such Bank’s Pro Rata Share of such payment. (f) Notwithstanding any provision of this Agreement to the contrary, the obligation of each Bank (other than the Swingline Bank) to make Revolving Loans for the purpose of repaying any Refunded Swingline Loans pursuant to Section 2.02(d) and each such Bank’s obligation to purchase a participation in any unpaid Swingline Loans pursuant to Section 2.02(e) shall be absolute and unconditional and shall not be affected by any circumstance or event whatsoever, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right that such Bank may have against the Swingline Bank, the Administrative Agent, Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default, (iii) the failure of the amount of such borrowing of Revolving Loans to meet the minimum borrowing amount specified in Section 2.01(a), or (iv) the failure of any conditions set forth in Section 4.02 or elsewhere herein to be satisfied. (g) The obligations of the Banks hereunder to make Loans, to fund participations in Letters of Credit and Swingline Loans and to make payments pursuant to Section 9.03(c) are several and not joint. The failure of any Bank to make any Loan, to fund any such participation or to make any such payment on any date shall not relieve any other Bank of its corresponding obligation, if any, hereunder to do so on such date, but no Bank shall be responsible for the failure of any other Bank to so make its Loan, purchase its participation or to make any such payment required hereunder. (h) Each Bank may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of Borrower to repay such Loan to or for the account of such Bank in accordance with the terms of this Agreement. (i) Borrower hereby irrevocably authorizes the Administrative Agent to rely on telephonic, telegraphic, telecopy, telex or written instructions of any person identifying himself or herself as one of the individuals listed on Schedule 2.02 attached hereto (or any other individual from time to time) time authorized to act on behalf of Borrower pursuant to a resolution adopted by the Board of Directors of Borrower and certified by the Secretary of Borrower and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche) (the “Authorized Individuals”) with respect to any request to make a Loan or a repayment hereunder, and on any signature which the Administrative Agent believes to be genuine, and Borrower shall specify: be bound thereby in the same manner as if such individual were actually authorized or such signature were genuine; provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed on an Account Designation Letter. Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. Borrower also hereby agrees to defend and indemnify the Administrative Agent and each Bank and hold the Administrative Agent and each Bank harmless from and against any and all claims, demands, damages, liabilities, losses, costs and expenses (1including, without limitation, reasonable attorneys’ fees and expenses) relating to or arising out of or in connection with the aggregate amount acceptance of instructions for making Loans or repayments under this Agreement; provided that the Administrative Agent and each Bank will not have any right to indemnification for any of the requested Advance; (2) foregoing to the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with extent resulting from the Administrative Agent’s or such Bank’s own fraud, (y) gross negligence or willful misconduct or a breach in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with bad faith by the Administrative Agent or another financial institution or (z) such Bank of its obligations hereunder, in the case each case, as determined by a final non-appealable judgment of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form court of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodscompetent jurisdiction.

Method of Borrowing. (a) To request an Advance hereunderBorrower shall give the Agent notice (a "Notice of Borrowing"), in the Company shall: form attached hereto as Exhibit A, not later than 12:00 noon (Dallas time) on (i) give notification by telephone (which notification shall be made on with respect to Base Rate Loans, the Business Day of each Borrowing Date, may be made either before or after delivery consisting of the Advance Request referred to in clause a Base Rate Loan and (ii) below and shall be subject with respect to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet deliveredLIBOR Loans, the amount third LIBOR Business Day before each Borrowing consisting of the Advancea LIBOR Loan, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specifyspecifying: (1) the aggregate amount date of such Borrowing, which shall be a Business Day in the requested Advancecase of a Borrowing consisting of a Base Rate Loan or a LIBOR Business Day in the case of a Borrowing consisting of a LIBOR Loan; (2) the date Type of the Loans comprising such AdvanceBorrowing, which provided that with respect to the initial Credit Event hereunder, all Loans shall be a Business DayBase Rate Loans; (3) the Applicable Tranche under which aggregate amount of such Advance is requested;Borrowing and of each Loan comprising such Borrowing; and (4) whether the deposit account of the Agent's Domestic Lending Office into which such Advance Borrowing is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”)deposited; and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z5) in the case of a Clearing Member Customer Gold Warrant Advance LIBOR Rate Borrowing, the duration of the Interest Period applicable thereto. Notwithstanding the foregoing, Borrower's right to designate any Loan as a LIBOR Loan shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andsubject to the restrictions referred to in Section 2.5(c). (Bb) By 1:00 p.m. (Dallas time) on the date of receipt of a notice Notice of Borrowing, the Agent shall notify each Bank of the contents thereof and of such Bank's ratable share of such Borrowing. Such Notice of Borrowing shall not be revocable by Borrower. (c) Not later than 2:00 p.m. (Dallas time) on the date of each Borrowing, each Bank shall make available its ratable share of such Borrowing, in immediately available funds, to the Collateral Agent at the account number of the Agent set forth in Annex A. Unless the Agent determines that any applicable condition precedent has not been satisfied, the Agent will make the funds so received from each Bank available to Borrower in its deposit account designated in the applicable Notice of Borrowing. (d) Unless the Agent has received notice from a Bank, prior to any proposed Borrowing, that such Bank does not intend to fund its Loan requested to be made on such date, the Agent may assume that such Bank has funded its Loan and Collateral Monitoring is depositing the proceeds thereof with the Agent on such date, and the Agent in substantially its sole discretion may, but shall not be obligated to, disburse a corresponding amount to Borrower on such date. If Loan proceeds corresponding to that amount are not in fact deposited with the form of Exhibit I attached hereto detailing the Collateral pledged Agent by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed such Bank on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered or prior to the Collateral funding date of such Loan, such Bank agrees to pay, and in the event such Bank fails to immediately pay, Borrower agrees to repay, to the Agent and forthwith on demand such corresponding amount, together with interest on the Collateral Monitoring Agent, as updated in writing by the Company balance thereof from time to time) and delivered time outstanding for each day from the date such amount is disbursed to Borrower until the date such amount is paid or repaid to the Collateral Agent’s Office and , (i) in the Collateral Monitoring Agent’s Officecase of Borrower, and (iii) give separate notification, by telephone, to at the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect interest rate applicable to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereofBorrowing, and (2ii) if in the case of such Applicable Tranche Swingline Loans are being requested on Bank, at the same day as any Applicable Tranche Revolving Loans, whether Federal Funds Rate. If such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available Bank shall pay to the Administrative Agent in such corresponding amount, the amount so paid shall constitute such Bank's Loan a timely manner (any part of such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving LoansBorrowing for the purposes of this Agreement. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loansboth such Bank and Borrower shall repay such corresponding amount, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available promptly refund to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, Borrower such corresponding amount (together with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(cany interest paid thereon by Borrower). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall This Section 2.2(d) does not relieve such any Bank from of its obligation to make Applicable Tranche Revolving its Loans ratably on any funding date therefor. The obligations of each Bank hereunder are several, and neither any Bank nor the Agent shall be responsible for the obligation of any other Person hereunder (or such other Person's default in proportion the performance thereof), nor will the failure by the Agent or any Bank to perform any of the respective obligations hereunder relieve the Agent or any other Bank from the performance of its respective obligations hereunder. (e) All Borrowings made hereunder shall be disbursed by credit to the amount deposit account maintained by Borrower at the Agent's Domestic Lending Office that is designated in the applicable Notice of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsBorrowing.

Method of Borrowing. (a) To request an Advance hereunderThe Borrower shall give the Agent notice (a "Notice of Borrowing"), which shall be substantially in the Company shallform of Exhibit E, prior to 12:00 P.M. (Atlanta, Georgia time) for Syndicated Dollar Borrowings, and 10:30 A.M. (Atlanta, Georgia time) for Foreign Currency Borrowings and Finnish Markka Borrowings, on the same Domestic Business Day for each Syndicated Borrowing which is a Base Rate Borrowing, at least 3 Euro-Dollar Business Days before each Euro-Dollar Borrowing, and at least 3 Foreign Currency Business Days before each Foreign Currency Borrowing and Finnish Markka Borrowings, specifying: (i) give notification by telephone (the date of such Borrowing, which notification shall be made on a Domestic Business Day in the case of a Domestic Borrowing, a Euro-Dollar Business Day in the case of a Euro-Dollar Borrowing, and a Foreign Currency Business Day in the case of a Foreign Currency Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”)Finnish Markka Borrowing, (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance;such Borrowing, (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4iii) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans comprising such Borrowing are to be borrowed Syndicated Dollar Loans, Foreign Currency Loans or Finnish Markka Loans, and (A) if such Loans are to be Syndicated Dollar Loans, whether they are to be Base Rate Loans or Euro-Dollar Loans, and (B) if such Loans are to be Foreign Currency Loans, specifying the Company fails to specify a currency in an Advance RequestForeign Currency, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (ziv) in the case of a Clearing Member Customer Gold Warrant Advance Fixed Rate Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (b) Upon receipt of a Notice of Borrowing, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share of such Borrowing (unless such Loan is a Finnish Markka Loan) and such Notice of Borrowing shall not thereafter be revocable by the Borrower. If the Notice of Borrowing specifies a Foreign Currency Loan or Finnish Markka Loan and does not specify the Interest Period applicable thereto, Borrower shall be deemed to have selected the Interest Period applicable to the Notice of Borrowing to be one month. After receipt of Borrower's written notice designating its Interest Period selection (or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andthe failure of Borrower to select an Interest Period prior to 10:30 a.m.), Agent shall promptly notify each Bank of the determined Interest Period for the Foreign Currency Loan and Finnish Markka Loan. (Bc) Not later than 2:00 P.M. (Atlanta, Georgia time) on the date of each Borrowing denominated in Dollars, each Bank shall (except as provided in paragraph (d) of this Section) make available its ratable share of such Borrowing, in Federal or other funds immediately available in Atlanta, Georgia, to the Agent at its address referred to in Section 9.01, or if such Borrowing is a Foreign Currency Borrowing, each Bank shall (except as provided in paragraph (d) of this Section) make available its ratable share of such Borrowing, immediately available at such other office as the Agent has previously specified in a notice to each Bank, in such funds as are then customary for the Collateral settlement of international transactions in such currency and no later than such local time, as the Agent has previously specified in a notice to each Bank, as is necessary for such funds to be received and Collateral Monitoring Agent in substantially transferred to the form of Exhibit I attached hereto detailing Borrower for same day value on the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer date of the Company listed on an incumbency certificate (Borrowing. Unless the Agent determines that any applicable condition specified in substantially Article III has not been satisfied, the form of Exhibit E hereto, delivered Agent will make the funds so received from the Banks available to the Collateral Borrower at the Agent's address referred to in Section 9.01, or such other address as the Agent and the Collateral Monitoring AgentBorrower shall agree to, as updated in writing each case in the type of funds received by the Company Agent from the Banks. Unless the Agent receives notice from a Bank, at the Agent's address referred to in or specified pursuant to Section 9.01, no later than 4:00 P.M. (local time at such address) on the Domestic Business Day before the date of a Borrowing stating that such Bank will not make a Loan in connection with such Borrowing, the Agent shall be entitled to timeassume that such Bank will make a Loan in connection with such Borrowing and, in reliance on such assumption, the Agent may (but shall not be obligated to) and delivered make available such Bank's ratable share of such Borrowing to the Collateral Agent’s Office and Borrower for the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to account of such Bank. If the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect makes any such Bank's ratable share of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made a Borrowing available to the Administrative Borrower, the Agent in a timely manner shall promptly notify (which notice may be telephonic) the Borrower of the identity of the Bank for whom such funds were advanced and the amount of such advance. The Agent shall promptly notify (which notice may be telephonic) the Borrower of the details of any notice received from any Bank stating that any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested Bank does not intend to make its ratable share of funds available in addition to such Applicable Tranche Revolving Loansconnection with any relevant Borrowing. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loansthe Agent makes such Bank's ratable share available to the Borrower and such Bank does not in fact make its ratable share of such Syndicated Borrowing available on such date, the Administrative Agent shall firstbe entitled to recover such Bank's ratable share from such Bank or the Borrower (and for such purpose shall be entitled to charge such amount to any account of the Borrower maintained with the Agent), use together with interest thereon for each day during the period from the date of such Borrowing until such sum shall be paid in full at a rate per annum equal to the rate at which the Agent determines that it obtained (or could have obtained) overnight Federal funds to cover such amount for each such day during such period, provided that any such payment by the Borrower of such Bank's ratable share and interest thereon shall be without prejudice to any rights that the Borrower may have against such Bank. If the Agent does not exercise its option to advance funds for the account of such Bank, it shall forthwith notify the Borrower of such decision. (d) If any Bank makes a new Loan hereunder on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment as a Refunding Loan and only an amount equal to the Applicable Tranche Revolving Loans timely difference (if any) between the amount being borrowed and the amount of such Refunding Loan shall be made available by such Bank to it the Agent as provided in paragraph (c) of this Section, or remitted by the Borrower to fund the requested Advance Agent as provided in Section 3.1(b)2.12, and secondas the case may be; provided, fund however, that if the remaining portion Loan which is to be repaid is a Foreign Currency Loan or Finnish Markka Loan, the foregoing provisions shall apply only if the new Loan is to be made in the same Foreign Currency as such outstanding Loan, or in Finnish markkas if such Loan was a Finnish Markka Loan. (e) Notwithstanding anything to the contrary contained in this Agreement, no Fixed Rate Borrowing may be made if there shall have occurred a Default or an Event of Default, which Default or Event of Default shall not have been cured or waived. (f) In the requested Advanceevent that a Notice of Borrowing fails to specify whether the Loans comprising such Borrowing are to be Base Rate Loans, if anyEuro-Dollar Loans, Finnish Markka Loans or Foreign Currency Loans, such Loans shall be made as Base Rate Loans. If the Borrower is otherwise entitled under this Agreement to repay any Loans maturing at the end of an Interest Period applicable thereto with the proceeds of a new Borrowing, and the Borrower fails to repay such Loans using its own moneys and fails to give a Notice of Borrowing in connection with such new Borrowing, a new Borrowing shall be deemed to be made available on the date such Loans mature in an amount equal to it in respect the principal amount of one or more Applicable Tranche Covering Swingline the Loans so maturing, and the Loans comprising such new Borrowing shall be Base Rate Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank which shall be in addition toan amount equal to the Dollar Equivalent of such maturing Loans, and if such maturing Loans were Foreign Currency Loans or Finnish Markka Loans as of the date of maturity. (g) Notwithstanding anything to the contrary contained in this Agreement, there shall not relieve such Bank from its obligation to make Applicable Tranche Revolving be more than 8 Fixed Rate Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit outstanding at any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodstime.

Method of Borrowing. (a) To request an Advance hereunderThe Borrower shall give the Agent notice (a "Notice of Borrowing") not later than 10:00 A.M. (New York City time) on the date of any Base Rate Borrowing and not later than 10:00 A.M. (New York City time) at least two Domestic Business Days before each CD Loan Borrowing and at least three Euro-Dollar Business Days before each Euro-Dollar Loan Borrowing, the Company shallspecifying: (i) give notification by telephone (the date of such Borrowing, which notification shall be made on a Domestic Business Day in the case of a Domestic Borrowing Date, may be made either before or after delivery a Euro-Dollar Business Day in the case of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”)a Euro-Dollar Borrowing, (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent aggregate amount of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”)Borrowing, which Advance Request shall be executed by an officer $2,500,000 or a larger multiple of the Company listed on an incumbency certificate $500,000 (except that any Borrowing may be in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance;unused Commitment of the applicable Class), (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4iii) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans comprising such Borrowing are to be borrowed (if the Company fails to specify a currency in an Advance RequestBase Rate Loans, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account CD Loans or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advanceEuro-Dollar Loans, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (ziv) in the case of a Clearing Member Customer Gold Warrant Advance shall be one CD Loan Borrowing or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andEuro-Dollar Loan Borrowing, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (Bb) Upon receipt of a notice to Notice of Borrowing, the Collateral Agent shall promptly notify each Bank of the contents thereof and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged such Bank's share of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Company to secure the requested Advance Borrower. (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate c) Not later than 12:00 noon (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to New York City time) and delivered to on the Collateral Agent’s Office and the Collateral Monitoring Agent’s Officedate of each Borrowing, and each Bank shall (iiiexcept as provided in subsection (d) give separate notificationof this Section) make available its share of such Borrowing, by telephonein Federal or other funds immediately available in New York City, to the Collateral Agent at its address specified in or pursuant to Section 9.01. Unless the Agent determines that any applicable condition specified in Article III has not been satisfied, the Collateral Notice has been delivered Agent will make the funds so received from the Banks available to the Collateral Borrower at the Agent. Concurrently with's aforesaid address. (d) If any Bank makes a new Loan hereunder on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (b), or shortly followingremitted by the Borrower to the Agent as provided in Section 2.10, or as the case may be. (e) If the Agent has not received from the Borrower the payment required by Section 2.14(g) by 12:00 noon (New York City time) on the date on which the Borrower is required to make such payment, as provided in lieu ofSection 2.14(g), the Agent will promptly notify the applicable Issuing Bank and each Bank of the Letter of Credit Disbursement and, in the case of each Bank, its making an Advance Request Applicable Percentage of such Letter of Credit Disbursement. If such Letter of Credit Disbursement shall be in respect of a Letter of Guaranty, then such notice shall be deemed to constitute a request for a drawing under any Back- up LOC issued in connection with such Letter of Guaranty. Not later than 2:00 P.M. (New York City time) on such date, each Bank shall, in fulfillment of its obligations under Section 2.14(d), make available such Bank's Applicable Tranche Revolving LoansPercentage of such Letter of Credit Disbursement, in Federal or other funds immediately available in New York City (or, in the Company may also make case of a Letter of Credit Disbursement in an Advance Request Alternative Letter of Credit Currency, such Bank's Applicable Percentage of the Dollar Reimbursement Amount in respect of such Letter of Credit Disbursement), to the Agent at its address specified in or pursuant to Section 9.01, and the Agent will promptly make such funds available to the applicable Issuing Bank. The Agent will promptly remit to each Bank its Applicable Tranche Swingline Loans. An Advance Request Percentage of any amounts subsequently received by the Agent from the Borrower in respect of Swingline Loans such Letter of Credit Disbursement. (f) Unless the Agent shall also specify have received notice from a Bank prior to the date of any Borrowing, or prior to the time of any required payment by such Bank in respect of a Letter of Credit Disbursement, that such Bank will not make available to the Agent such Bank's share of such Borrowing or payment, the Agent may assume that such Bank has made such share available to the Agent on the date of such Borrowing or payment in accordance with subsections (1c) the Banks being requested to act and (d) or (e), as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans applicable, of this Section 2.02 and the respective amounts thereofAgent may, in reliance upon such assumption, make available to the Borrower or the applicable Issuing Bank, as applicable, on such date a corresponding amount. If and (2) if to the extent that such Applicable Tranche Swingline Loans are being requested Bank shall not have so made such share available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the same day as any Applicable Tranche Revolving Loans, whether date such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not amount is made available to the Administrative Agent Borrower or the applicable Issuing Bank until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, a timely manner rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.05 and (any ii) in the case of such Applicable Tranche Swingline LoanBank, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loansthe Federal Funds Rate. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, such Bank shall repay to the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it such corresponding amount in respect of one or more Applicable Tranche Covering Swingline Loansa Borrowing, subject to Section 3.1(c). For the avoidance such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsthis Agreement.

Method of Borrowing. (a) To request an Advance hereunderThe requesting Borrower shall give the Administrative Agent notice (a "Notice of Borrowing"), which shall be substantially in the Company shallform of Exhibit E, prior to 11:00 A.M. (Atlanta, Georgia time) on the same Domestic Business Day of each Base Rate Borrowing, and at least 3 Euro-Dollar Business Days before each Euro-Dollar Borrowing, specifying: (i) give notification by telephone (the date of such Syndicated Borrowing, which notification shall be made on a Domestic Business Day in the Borrowing Datecase of a Base Rate Borrowing, may be made either before or after delivery a Euro-Dollar Business Day in the case of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”)a Euro-Dollar Borrowing, (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance;such Syndicated Borrowing, (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4iii) whether the Syndicated Loans comprising such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans Borrowing are to be borrowed (if the Company fails to specify a currency in an Advance RequestBase Rate Loans or Euro-Dollar Loans, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (ziv) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andFixed Rate Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (Bb) Upon receipt of a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form Notice of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline LoansBorrowing, the Administrative Agent shall firstpromptly notify each Bank of the contents thereof and of such Bank's ratable share of such Borrowing and such Notice of Borrowing, use once received by the Administrative Agent, shall not thereafter be revocable by the requesting Borrower. (c) Not later than 2:00 P.M. (Atlanta, Georgia time) for Base Rate Borrowings, and 11:00 A.M. (Atlanta, Georgia time) for all other Borrowings, on the date of each Syndicated Borrowing, each Bank shall (except as provided in paragraph (d) of this Section) make available its ratable share of such Syndicated Borrowing, in Federal or other funds immediately available in Atlanta, Georgia, to the Administrative Agent at its address referred to in Section 9.01. Unless the Administrative Agent determines that any applicable condition specified in Article III has not been satisfied, the Administrative Agent will make the funds so received from the Banks available to the requesting Borrower at the Administrative Agent's aforesaid address by no later than 4:00 P.M. (local time at such address) on the date of such Syndicated Borrowing. Unless the Administrative Agent receives notice from a Bank, at the Administrative Agent's address referred to in or specified pursuant to Section 9.01, no later than 4:00 P.M. (local time at such address) on the Domestic Business Day before the date of a Syndicated Borrowing stating that such Bank will not make a Syndicated Loan in connection with such Syndicated Borrowing, the Administrative Agent shall be entitled to assume that such Bank will make a Syndicated Loan in connection with such Syndicated Borrowing and, in reliance on such assumption, the Administrative Agent may (but shall not be obligated to) make available such Bank's ratable share of such Syndicated Borrowing to the requesting Borrower for the account of such Bank. If the Administrative Agent makes such Bank's ratable share available to the requesting Borrower and such Bank, if such Bank does not pay such share upon demand by the Administrative Agent, does not in fact make its ratable share of such Syndicated Borrowing available on such date, the Administrative Agent shall be entitled to recover such Bank's ratable share from such Bank or the Borrower (and for such purpose shall be entitled to charge such amount to any account of the requesting Borrower maintained with the Administrative Agent), together with interest thereon for each day during the period from the date of such Syndicated Borrowing until such sum shall be paid in full at a rate per annum equal to the rate at which the Administrative Agent determines that it obtained (or could have obtained) overnight Federal funds to cover such amount for each such day during such period, provided that (i) any such payment by the requesting Borrower of such Bank's ratable share and interest thereon shall be without prejudice to any rights that the requesting Borrower may have against such Bank and (ii) until such Bank has paid its ratable share of such Syndicated Borrowing, together with interest pursuant to the foregoing, it will have no interest in or rights with respect to such Syndicated Borrowing for any purpose hereunder. If the Administrative Agent does not exercise its option to advance funds for the account of such Bank, it shall forthwith notify the requesting Borrower of such decision. (d) If any Bank makes a new Syndicated Loan hereunder on a day on which the requesting Borrower is to repay all or any part of an outstanding Syndicated Loan from such Bank, such Bank shall apply the proceeds of its new Syndicated Loan to make such repayment as a Refunding Loan and only an amount equal to the Applicable Tranche Revolving Loans timely difference (if any) between the amount being borrowed and the amount of such Refunding Loan shall be made available by such Bank to it the Administrative Agent as provided in paragraph (c) of this Section, or remitted by the requesting Borrower to fund the requested Advance Administrative Agent as provided in Section 3.1(b)2.12, as the case may be. (e) Notwithstanding anything to the contrary contained in this Agreement, no Fixed Rate Borrowing may be made if there shall have occurred a Default or an Event of Default, which Default or Event of Default shall not have been cured or waived, and second, fund all Refunding Loans made during the remaining portion continuation of any Default or Event of Default shall be made as Base Rate Loans (but shall bear interest at the requested AdvanceDefault Rate, if anyapplicable). (f) In the event that a Notice of Borrowing fails to specify whether the Syndicated Loans comprising such Borrowing are to be Base Rate Loans or Euro-Dollar Loans, such Syndicated Loans shall be made as Base Rate Loans. If the requesting Borrower is otherwise entitled under this Agreement to repay any Syndicated Loans maturing at the end of an Interest Period applicable thereto with the proceeds of a new Syndicated Borrowing, and the requesting Borrower fails to repay such Syndicated Loans using its own moneys and fails to give a Notice of Borrowing in connection with such new Borrowing, a new Syndicated Borrowing shall be deemed to be made available on the date such Syndicated Loans mature in an amount equal to it the principal amount of the Syndicated Loans so maturing, and the Syndicated Loans comprising such new Syndicated Borrowing shall be Base Rate Loans. (g) Notwithstanding anything to the contrary contained herein, there shall not be more than an aggregate of 12 Fixed Rate Borrowings to all Borrowers outstanding at any given time. (h) For any Bank which is a Designating Bank, any Syndicated Loan to be made by such Bank may from time to time be made by its Designated Bank in respect of one or more Applicable Tranche Covering Swingline Loanssuch Designated Bank's sole discretion, subject and nothing herein shall constitute a commitment to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline make Syndicated Loans by such Designated Bank; provided, that if any Applicable Tranche Swingline Designated Bank shall be in addition to, and shall not relieve such Bank from its obligation fails to make Applicable Tranche Revolving Loans ratably any such Syndicated Loan in proportion accordance with the foregoing, its Designating Bank hereby agrees that it shall make such Syndicated Loan pursuant to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsterms hereof.

Method of Borrowing. (a) To In order to request an Advance any Borrowing hereunder, the Company shall: Borrower shall hand deliver or telecopy to Administrative Agent a duly completed Request for Borrowing (i) give notification by telephone prior to 10:00 a.m. (which notification shall be made on Central time) at least one (1) Business Day before the Borrowing DateDate of a proposed Adjusted Base Rate Borrowing, may be made either before or after delivery of the Advance Request referred to in clause and (ii) below and prior to 10:00 a.m. (Central time) at least three (3) Eurodollar U.S. Government Securities Business Days before the Borrowing Date of a proposed Eurodollar SOFR Borrowing. Each such Request for Borrowing shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested substantially in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E B hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1A) the aggregate amount of the requested Advancewhether such Borrowing is to be an Adjusted Base Rate Borrowing or a Eurodollar SOFR Borrowing; (2B) the date Borrowing Date of such AdvanceBorrowing, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) Day in the case of an Advance (other than Adjusted Base Rate Borrowing, or a Clearing Member Customer Gold Warrant Advance) to be made in Eurodollar U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) Government Securities Business Day in the case of an Advance a Eurodollar SOFR Borrowing; (other than a Clearing Member Customer Gold Warrant AdvanceC) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or aggregate amount of such Borrowing; (zD) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit AccountsEurodollar SOFR Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period; (E) the Outstanding Revolving Credit exposure on the date thereof; (F) the pro forma Outstanding Revolving Credit exposure (giving effect to the requested Borrowing); and (BG) after giving effect to such Borrowing, the Credit Parties, taken as a notice to the Collateral Agent and Collateral Monitoring Agent whole will be Solvent. (b) Upon receipt of a Request for Borrowing described in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”Section 2.2(a), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds promptly notify each Bank (as applicable) of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), contents thereof and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of the Borrowing to be loaned by such Bank pursuant thereto, and such Request for Borrowing shall not thereafter be revocable by Borrower. (c) Not later than 12:00 noon p.m. (Central time) on the date of each Borrowing, each Bank shall make available its Applicable Tranche Commitment. In the event the Company is unable Commitment Percentage of such Borrowing, in funds immediately available to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent mayat its address set forth on Schedule 1 hereto. Unless Administrative Agent determines that any applicable condition specified in Section 6.2 has not been satisfied, Administrative Agent will make the funds so received from Banks available to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsBorrower at Administrative Agent’s aforesaid address.

Method of Borrowing. (a) To request an Advance hereunderWith respect to each borrowing of Loans made pursuant to Section 2.1, the Company shallBorrower shall give the Administrative Agent notice (a “Notice of Borrowing”) not later than 10:30 a.m. (Chicago time) on the same date of each borrowing of Base Rate Loans or at least three Business Days before each borrowing of Eurodollar Loans, specifying: (i) give notification by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such AdvanceLoans, which shall be a Business Day; (3ii) the Applicable Tranche under which principal amount of such Advance is requestedborrowing of Loans; (4iii) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans are to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account Base Rate Loans or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”)Eurodollar Loans; and (7) the location and number of the Company’s account to which funds are to be disbursed, which (xiv) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Eurodollar Loans, the Company may also make an Advance Request in respect duration of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereofInterest Period applicable thereto, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available subject to the Administrative Agent in definition of Interest Period. (b) Upon receipt of a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline LoansNotice of Borrowing, the Administrative Agent shall first, use the proceeds promptly notify each Bank of the Applicable Tranche Revolving Loans timely made available to it to fund contents thereof and of such Bank’s ratable share of the requested Advance Loan specified therein and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (c) Not later than noon (Chicago time) on the date of each borrowing of Loans, each Bank shall (except as provided in Section 3.1(b2.3(d)) make available its ratable share of such borrowing, and secondin Federal or other funds immediately available in Chicago, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of Administrative Agent at its Applicable Tranche Commitment. In address set forth on the event signature pages hereof or at such other address as it may hereafter designate by notice to the Company is unable to submit Borrower and the Banks and, unless the Administrative Agent determines that any such notices via email (due to operational difficulties or otherwise)applicable condition specified in Section 4 has not been satisfied, the Administrative Agent may, will promptly make the funds so received from the Banks available to the extent commercially reasonable Borrower at the Administrative Agent’s aforesaid address. (d) If any Bank makes a new Loan hereunder on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and following telephone notices only an amount equal to the difference (if any) between the amount being borrowed and the amount being repaid shall be made available by such Bank to the Company requesting same, agree to accept such notices via other electronic delivery methodsAdministrative Agent as provided in Section 2.3(c).

Method of Borrowing. (a) To In order to request an Advance hereunderany Borrowing under Section 3.1, the Company shall: Borrower shall ----------- hand deliver, telex or telecopy to Administrative Agent a duly completed Request for Borrowing (herein so called) prior to 12:00 noon (Dallas, Texas time), (i) give notification by telephone at least one (which notification shall be made on 1) Domestic Business Day before the Borrowing DateDate specified for a proposed Base Rate Borrowing, may be made either before or after delivery of the Advance Request referred to in clause and (ii) below and at least three (3) Eurodollar Business Days before the Borrowing Date of a proposed Eurodollar Borrowing. Each such Request for Borrowing shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested substantially in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H F attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E --------- hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1i) the Borrowing Date of such Borrowing, which shall be a Domestic Business Day in the case of a Base Rate Borrowing or a Eurodollar Business Day in the case of a Eurodollar Borrowing; (ii) the aggregate amount of the requested Advancesuch Borrowing; (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4iii) whether such Advance Borrowing is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that Base Rate Borrowing or a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”)Eurodollar Borrowing; and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (ziv) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andEurodollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (Bb) Upon receipt of a notice to the Collateral Request for Borrowing, Administrative Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer promptly notify each Bank of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent contents thereof and the Collateral Monitoring Agentamount of the Borrowing to be loaned by such Bank pursuant thereto, as updated in writing and such Request for Borrowing shall not thereafter be revocable by the Company from time to Borrower. (c) Not later than 12:00 noon (Dallas, Texas time) and delivered on the date of each Borrowing, each Bank shall make available its Commitment Percentage of such Borrowing, in Federal or other funds immediately available in Dallas, Texas to Administrative Agent at its address set forth on Schedule 2.1 hereto. ------------- Notwithstanding the Collateral Agent’s Office and the Collateral Monitoring Agent’s Officeforegoing, and if Borrower delivers to Administrative Agent a Request for Borrowing prior to 10:00 a.m. (iiiDallas, Texas time) give separate notificationon a Domestic Business Day requesting a Base Rate Borrowing on such day, each Bank shall use its best efforts to make available to Administrative Agent its Commitment Percentage of such Borrowing by telephone1:00 p.m. (Dallas, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1Texas time) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as day. Unless Administrative Agent determines that any Applicable Tranche Revolving Loansapplicable condition specified in Section 7.2 has not been satisfied, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made Administrative Agent will make the funds ----------- so received from Banks available to the Borrower at Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsAgent's aforesaid address.

Method of Borrowing. (a) To request an Advance hereunderThe Borrower shall give the Agent notice (a "Notice of Borrowing"), which shall be substantially in the Company shallform of EXHIBIT K, prior to (x) as to Base Rate Loans, 11:00 A.M. (Atlanta, Georgia time) on the Domestic Business Day of such Base Rate Borrowing, and (y) as to Euro-Dollar Loans, 11:00 A.M. (Atlanta, Georgia time), at least 3 Euro-Dollar Business Days before each Euro-Dollar Borrowing, specifying: (i) give notification by telephone (the date of such Borrowing, which notification shall be made on a Domestic Business Day in the case of a Base Rate Borrowing Date, may be made either before or after delivery a Euro-Dollar Business Day in the case of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”)a Euro-Dollar Borrowing, (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance;such Borrowing, (2iii) whether the date of Loans comprising such Advance, which shall Borrowing are to be a Business Day;Base Rate Loans or Euro-Dollar Loans, (3) the Applicable Tranche under which such Advance is requested; (4iv) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans comprising such Borrowing are to be borrowed (if the Company fails to specify a currency in an Advance RequestRevolving Loans, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (zv) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andEuro-Dollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (Bb) Upon receipt of a notice to Notice of Borrowing, the Collateral Agent shall promptly notify each Lender of the contents thereof and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged such Lender's ratable share of such Borrowing, unless it is advanced as a Settlement Loan Borrowing, and such Notice of Borrowing, once received by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing shall not thereafter be revocable by the Company from time to Borrower. (c) Not later than 3:00 P.M. (Atlanta, Georgia time) and delivered to on the Collateral Agent’s Office and the Collateral Monitoring Agent’s Officedate of each Borrowing, and each Lender shall (iiiexcept as provided in paragraph (d) give separate notificationof this SECTION) make available its ratable share of such Borrowing, by telephonein Federal or other funds immediately available in Atlanta, Georgia, to the Collateral Agent at its address determined pursuant to SECTION 10.01. Unless the Agent determines that any applicable condition specified in ARTICLE 9 has not been satisfied, the Agent will promptly make the funds so received from the Lenders available to the Borrower at the Agent's aforesaid address. Unless the Agent receives notice from a Lender, at the Agent's address referred to in or specified pursuant to SECTION 10.01, no later than 4:00 P.M. (local time at such address) on the Domestic Business Day before the date of a Borrowing stating that such Lender will not make a Loan in connection with such Borrowing, the Agent shall be entitled to assume that such Lender will make a Loan in connection with such Borrowing and, in reliance on such assumption, the Agent may (but shall not be obligated to) make available such Lender's ratable share of such Borrowing to the Borrower for the account of such Lender. If the Agent makes such Lender's ratable share available to the Borrower and such Lender does not in fact make its ratable share of such Borrowing available on such date, the Agent shall be entitled to recover such Lender's ratable share from such Lender or the Borrower (and for such purpose shall be entitled to charge such amount to any account of the Borrower maintained with the Agent), together with interest thereon for each day during the period from the date of such Borrowing until such sum shall be paid in full at a rate per annum equal to the rate at which the Agent determines that it obtained (or could have obtained) overnight Federal funds to cover such amount for each such day during such period, provided that (i) any such payment by the Borrower of such Lender's ratable share and interest thereon shall be without prejudice to any rights that the Collateral Notice Borrower may have against such Lender and (ii) until such Lender has been delivered paid its ratable share of such Borrowing, together with interest pursuant to the Collateral Agent. Concurrently withforegoing, it will have no interest in or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank rights with respect to such Advance Borrowing for any purpose hereunder. If the Agent does not exercise its option to advance funds for the account of such Lender, it shall forthwith notify the Borrower of such decision. (d) If any Lender makes a new Loan hereunder on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Lender, such Lender shall apply the proceeds of its new Loan to make such repayment as a Refunding Loan and make Applicable Tranche Swingline Loans only an amount equal to the difference (if any) between the amount being borrowed and the respective amounts thereofamount of such Refunding Loan shall be made available by such Lender to the Agent as provided in paragraph (c) of this SECTION, or remitted by the Borrower to the Agent as provided in SECTION 2.11, as the case may be. (e) Notwithstanding anything to the contrary contained in this Agreement, the Lenders shall not be obligated to make any Euro-Dollar Loans if there shall have occurred a Default or an Event of Default, which Default or Event of Default shall not have been cured or waived, and all Refunding Loans shall be made as Base Rate Loans (but shall bear interest at the Default Rate, if applicable). Nothing in the preceding sentence shall obligate, or be deemed to obligate, any of the Lenders to make any Loans at all during the existence of an Event of Default, other than (I) Refunding Loans in the event that the Obligations have not been accelerated pursuant to SECTION 6.01, and (2ii) if advances on any Settlement Date of a Lender's Commitment Percentage of Settlement Loans or Overadvance Loans made prior to the termination of the Commitments pursuant to SECTION 6.01. (f) In the event that a Notice of Borrowing fails to specify whether the Loans comprising such Applicable Tranche Swingline Borrowing are to be Base Rate Loans are being requested on the same day as any Applicable Tranche Revolving or Euro-Dollar Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not shall be made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving as Base Rate Loans. If the Borrower is otherwise entitled under this Agreement to repay any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, maturing at the Administrative Agent shall first, use end of an Interest Period applicable thereto with the proceeds of a new Borrowing, and the Applicable Tranche Borrower fails to repay such Loans using its own moneys and fails to give a Notice of Borrowing in connection with such new Borrowing, a new Borrowing shall be deemed to be made on the date such Revolving Loans timely made available mature in an amount equal to it to fund the requested Advance as provided in Section 3.1(b)principal amount of the Loans so maturing, and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank comprising such new Borrowing shall be in addition toBase Rate Loans. (g) Notwithstanding anything to the contrary contained herein, and there shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit be more than 5 Euro-Dollar Borrowings outstanding at any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsgiven time.

Method of Borrowing. (a) To request an Advance hereunderBorrower shall give notice (a "Notice of Borrowing") to the Agent by 10:00 a.m. (St. Louis time) on the Domestic Business Day of each Floating Rate Loan to be made to Borrower, the Company shalland by 10:00 a.m. (St. Louis Time) at least three (3) Eurodollar Business Days before each LIBOR Loan to be made to Borrower, specifying: (i) give notification by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such AdvanceLoan, which shall be a Domestic Business Day; (3) Day in the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving case of a Floating Rate Loan or Applicable Tranche Swingline and a Eurodollar Business Day in the case of a LIBOR Loan; (5ii) the currency aggregate principal amount of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars)such Loan; (6iii) whether such Advance shall Loan is to be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account a Floating Rate Loan or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”)LIBOR Loan; and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (ziv) in the case of a Clearing Member Customer Gold Warrant Advance LIBOR Loan, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (b) Upon receipt of a Notice of Borrowing given to it, the Agent shall notify each Bank by 11:00 a.m. (St. Louis time) on the date of receipt of such Notice of Borrowing by the Agent (which must be a Domestic Business Day) of the contents thereof and of such Bank's Pro Rata Share of such Loan. A Notice of Borrowing shall not be revocable by Borrower. (c) Not later than 1:00 p.m. (St. Louis time) on the date of each Loan, each Bank shall (except as provided in subsection (d) of this Section) make available its Pro Rata Share of such Loan, in Federal or other funds immediately available in St. Louis, Missouri, to the Agent at its address specified in or pursuant to Section 8.05. Unless the Agent determines that any applicable condition specified in Section 3 has not been satisfied, the Agent will make the funds so received from the Banks available to Borrower immediately thereafter at the Agent's aforesaid address by crediting such funds to a demand deposit account of Borrower at Mercantile specified by Borrower (or such other account mutually agreed upon in writing between the Agent and Borrower). The Agent shall not be required to make any amount available to Borrower hereunder except to the extent the Agent shall have received such 73 amounts from the Banks as set forth herein, provided, however, that unless the Agent shall have been notified by a Bank prior to the time a Loan is to be made hereunder that such Bank does not intend to make its Pro Rata Share of such Loan available to the Agent, the Agent may assume that such Bank has made such Pro Rata Share available to the Agent prior to such time, and the Agent may in reliance upon such assumption make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Bank and the Agent has made such amount available to Borrower, the Agent shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andentitled to receive such amount from such Bank forthwith upon its demand, together with interest thereon in respect of each day during the period from and including the date such amount was made available to Borrower to but excluding the date the Agent recovers such amount from such Bank at a rate per annum equal to the Fed Funds Base Rate. (Bd) If any Bank makes a notice new Loan to Borrower under this Agreement on a day on which Borrower is required to or has elected to repay all or any part of an outstanding Loan to Borrower from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the Collateral difference (if any) between the amount being borrowed and the amount being repaid shall be made available by such Bank to the Agent and Collateral Monitoring as provided in subsection (c) of this Section, or remitted by Borrower to the Agent as provided in substantially Section 2.09, as the form case may be. (e) Borrower hereby irrevocably authorizes the Agent to rely on telephonic, telegraphic, telecopy, telex or written instructions of Exhibit I any person identifying himself or herself as one of the individuals listed on Schedule 2.02 attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company or any other individual from time to time) time authorized to act on behalf of Borrower pursuant to a resolution adopted by the Board of Directors of Borrower and certified by the Secretary of Borrower and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and any request to make Applicable Tranche Swingline Loans and the respective amounts thereofa Loan or a repayment hereunder, and (2) on any signature which the Agent believes to be genuine, and Borrower shall be bound thereby in the same manner as if such Applicable Tranche Swingline Loans are being requested on individual were actually authorized or such signature were genuine. Borrower also hereby agrees to defend and indemnify the same day as Agent and each Bank and hold the Agent and each Bank harmless from and against any Applicable Tranche Revolving Loansand all claims, whether such Applicable Tranche Swingline Loans are demands, damages, liabilities, losses, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) relating to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent or arising out of or in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, connection with the proceeds made available to it in respect acceptance of one instructions for making Loans or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsrepayments under this Agreement.

Method of Borrowing. (a) To In order to request an Advance hereunderany Borrowing other than Borrowings outstanding on the date hereof, the Company shall: Borrower shall hand deliver or telecopy to Administrative Agent a duly completed Request for Borrowing (herein so called) prior to 12:00 noon (Houston, Texas time), (i) give notification by telephone at least one (which notification shall be made on 1) Domestic Business Day before the Borrowing DateDate specified for a proposed Adjusted Base Rate Borrowing, may be made either before or after delivery of the Advance Request referred to in clause and (ii) below and at least three (3) Eurodollar Business Days before the Borrowing Date of a proposed Eurodollar Borrowing. Each such Request for Borrowing shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested substantially in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E C hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1i) the Borrowing Date of such Borrowing, which shall be a Domestic Business Day in the case of an Adjusted Base Rate Borrowing or a Eurodollar Business Day in the case of a Eurodollar Borrowing; (ii) the aggregate amount of the requested Advancesuch Borrowing; (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4iii) whether such Advance Borrowing is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify in Adjusted Base Rate Borrowing or a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”)Eurodollar Borrowing; and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (ziv) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andEurodollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (Bb) Upon receipt of a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”)Request for Borrowing, which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds promptly notify each Bank of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), contents thereof and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of the Borrowing to be loaned by such Bank pursuant thereto, and such Request for Borrowing shall not thereafter be revocable by Borrower. (c) Not later than 12:00 noon (Houston, Texas time) on the date of each Borrowing, each Bank shall make available its Applicable Tranche Commitment. In the event the Company is unable Commitment Percentage of such Borrowing, in Federal or other funds immediately available in Houston, Texas to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent mayat its address set forth on Schedule 1 hereto. Unless Administrative Agent determines that any applicable condition specified in Section 6.2 has not been satisfied, Administrative Agent will make the funds so received from Banks available to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsBorrower at Administrative Agent's aforesaid address.

Method of Borrowing. (a) To request an Advance hereunderWith respect to each borrowing of Loans made pursuant to Section 2.1, the Company shallBorrower shall give the Administrative Agent notice (a "Notice of Borrowing") not later than 10:30 a.m. (New York City time) on the same date of each borrowing of Base Rate Loans, at least one Domestic Business Day before each borrowing of CD Loans, or at least three Euro-Dollar Business Days before each borrowing of Euro-Dollar Loans, specifying: (i) give notification by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such AdvanceLoans, which shall be a Domestic Business DayDay in the case of Domestic Loans and a Euro-Dollar Business Day in the case of Euro-Dollar Loans; (3ii) the Applicable Tranche under which principal amount of such Advance is requestedborrowings of Loans; (4iii) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans are to be borrowed (if the Company fails to specify a currency in an Advance RequestBase Rate Loans, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account CD Loans or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”)Euro-Dollar Loans; and (7) the location and number of the Company’s account to which funds are to be disbursed, which (xiv) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Fixed Rate Loans, the Company may also make an Advance Request in respect duration of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereofInterest Period applicable thereto, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available subject to the Administrative Agent in definition of Interest Period. (b) Upon receipt of a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline LoansNotice of Borrowing, the Administrative Agent shall first, use the proceeds promptly notify each Bank of the Applicable Tranche Revolving Loans timely made available to it to fund contents thereof and of such Bank's ratable share of the requested Advance Loan specified therein and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (c) Not later than noon (New York City time) on the date of each borrowing of Loans, each Bank shall (except as provided in Section 3.1(b2.3(d)) make available its ratable share of such borrowing, and secondin Federal or other funds immediately available in New York City, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of Administrative Agent at its Applicable Tranche Commitment. In address set forth on the event signature pages hereof or at such other address as it may hereafter designate by notice to the Company is unable to submit Borrower and the Banks and, unless the Administrative Agent determines that any such notices via email (due to operational difficulties or otherwise)applicable condition specified in Section 4 has not been satisfied, the Administrative Agent may, will promptly make the funds so received from the Banks available to the extent commercially reasonable Borrower at the Administrative Agent's aforesaid address. (d) If any Bank makes a new Loan hereunder on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and following telephone notices only an amount equal to the difference (if any) between the amount being borrowed and the amount being repaid shall be made available by such Bank to the Administrative Agent as provided in Section 2.3(c), or remitted by the Company requesting sameBorrower to the Administrative Agent as provided in Section 2.11, agree to accept such notices via other electronic delivery methodsas the case may be.

Method of Borrowing. (a) To request an Advance hereunderThe requesting Borrower shall give the Agent notice (a "Notice of Borrowing"), which shall be substantially in the Company shallform of Exhibit E, prior to 12:00 P.M. (Atlanta, Georgia time) on the same Domestic Business Day as each Base Rate Borrowing and Offered Rate Borrowing and at least 3 Euro-Dollar Business Days before each Euro-Dollar Borrowing, specifying: (i) give notification by telephone (the date of such Borrowing, which notification shall be made on a Domestic Business Day in the case of a Base Rate Borrowing Date, may be made either before or after delivery an Offered Rate Borrowing or a Euro-Dollar Business Day in the case of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”)a Euro-Dollar Borrowing, (ii) deliverthe aggregate amount of such Borrowing, (iii) whether such Borrowing is to be a Syndicated Borrowing or a Swing Borrowing, by email prior and in the case of a Syndicated Borrowing, whether the Syndicated Loans comprising such Borrowing are to be Base Rate Loans, Offered Rate Loans or Euro-Dollar Loans, (iv) in the case of an Offered Rate Borrowing or a Euro-Dollar Borrowing, the duration of the Interest Period applicable thereto, subject to the Applicable Borrower Notice Deadline:provisions of the definition of Interest Period, and (Av) the amount available to be borrowed under Section 2.01. Each Notice of Borrowing shall be accompanied by a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans certificate (a "Borrowing Base Certificate") in substantially the form of Exhibit H attached hereto (an “Advance Request”)F, which Advance Request shall be executed by an officer setting forth the calculations of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative AgentBorrowing Base, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such Advance, which shall be a Business Day;Notice of Borrowing. (3b) Upon receipt of a Notice of Borrowing, the Applicable Tranche under Agent shall promptly notify each Bank of the contents thereof, of the amount of the Borrowing Base as set forth in the Borrowing Base Certificate which accompanied such Advance is requested;Notice of Borrowing and of such Bank's ratable share of such Syndicated Borrowing and such Notice of Borrowing, once received by the Agent, shall not thereafter be revocable by either Borrower. (4c) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which Not later than (x) for Euro-Dollar Loans, 11:00 A.M., and (y) for Base Rate Loans and Offered Rate Loans, 4:00 P.M., (Atlanta, Georgia time) on the date of each Syndicated Borrowing, each Bank shall (except as provided in paragraph (d) of this Section) make available its ratable share of such Syndicated Borrowing, in Federal or other funds immediately available in Atlanta, Georgia, to the case Agent at its address determined pursuant to Section 10.01. Unless the Agent determines that any applicable condition specified in Article IV has not been satisfied, the Agent will make the funds so received from the Banks available to the relevant Borrower at the Agent's aforesaid address. Unless the Agent receives notice from a Bank, at the Agent's address referred to in or specified pursuant to Section 10.01, no later than 4:00 P.M. (local time at such address) on the Domestic Business Day before the date of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made Syndicated Borrowing stating that such Bank will not make a Syndicated Loan in U.S. Dollarsconnection with such Syndicated Borrowing, Canadian Dollars, Euro or Sterling, the Agent shall be entitled to assume that such Bank will make a deposit Syndicated Loan in connection with such Syndicated Borrowing and, in reliance on such assumption, the Agent may (but shall not be obligated to) make available such Bank's ratable share of such Syndicated Borrowing to the requesting Borrower for the account of such Bank. If the Agent makes such Bank's ratable share available to the requesting Borrower and such Bank does not in fact make its ratable share of such Syndicated Borrowing available on such date, the Agent shall be entitled to recover such Bank's ratable share from such Bank or the Borrowers (and for such purpose shall be entitled to charge such amount to any account of the Company’s Borrowers maintained with the Administrative Agent), (y) in together with interest thereon for each day during the case period from the date of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, such Syndicated Borrowing until such sum shall be an account maintained with paid in full at a rate per annum equal to the Administrative rate at which the Agent determines that it obtained (or another financial institution or could have obtained) overnight Federal funds to cover such amount for each such day during such period, provided that (zi) in any such payment by the case Borrowers of a Clearing Member Customer Gold Warrant Advance such Bank's ratable share and interest thereon shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and without prejudice to any rights that the Borrowers may have against such Bank and (Bii) a notice until such Bank has paid its ratable share of such Syndicated Borrowing, together with interest pursuant to the Collateral Agent and Collateral Monitoring Agent foregoing, it will have no interest in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank rights with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover Syndicated Borrowing for any Applicable Tranche Revolving Loans purpose hereunder. If the Agent does not made exercise its option to advance funds for the account of such Bank, it shall forthwith notify the Borrowers of such decision. Unless the Agent determines that any applicable condition specified in Article IV has not been satisfied, Wachovia will make available to the Administrative Agent in a timely manner (requesting Borrower at Wachovia's Lending Office the amount of any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”Borrowing which is a Swing Borrowing. (d) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline LoansBank makes a new Syndicated Loan hereunder on a day on which the relevant Borrower is to repay all or any part of an outstanding Syndicated Loan from such Bank, the Administrative Agent such Bank shall first, use apply the proceeds of its new Syndicated Loan to make such repayment as a Refunding Loan and only an amount equal to the Applicable Tranche Revolving Loans timely difference (if any) between the amount being borrowed and the amount of such Refunding Loan shall be made available by such Bank to it the Agent as provided in paragraph (c) of this Section, or remitted by the relevant Borrower to fund the requested Advance Agent as provided in Section 3.1(b)2.12, as the case may be. (e) Notwithstanding anything to the contrary contained in this Agreement, no Euro-Dollar Borrowing may be made if there shall have occurred a Default or an Event of Default, which Default or Event of Default shall not have been cured or waived, and second, fund all Refunding Loans shall be made as Base Rate Loans (but shall bear interest at the remaining portion of the requested AdvanceDefault Rate, if anyapplicable). (f) In the event that a Notice of Borrowing fails to specify whether the Syndicated Loans comprising such Syndicated Borrowing are to be Base Rate Loans, Offered Rate Loans or Euro-Dollar Loans, such Syndicated Loans shall be made as Base Rate Loans. If the Borrowers are otherwise entitled under this Agreement to repay any Syndicated Loans maturing at the end of an Interest Period applicable thereto with the proceeds made available of a new Borrowing, and either Borrower fails to it repay such Syndicated Loans using its own moneys and fails to give a Notice of Borrowing in respect of one or more Applicable Tranche Covering Swingline Loansconnection with such new Syndicated Borrowing, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank a new Syndicated Borrowing shall be deemed to be made on the date such Syndicated Loans mature in addition toan amount equal to the principal amount of the Syndicated Loans so maturing, and the Syndicated Loans comprising such new Syndicated Borrowing shall be Base Rate Loans. (g) Notwithstanding anything to the contrary contained herein, there shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit be more than 5 Euro-Dollar Borrowings outstanding at any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsgiven time.

Method of Borrowing. (a) To request an Advance hereunderBorrower shall give notice (a “Notice of Revolving Credit Borrowing”) to the Lender by 10:00 a.m. (St. Louis time) on the Domestic Business Day of each Revolving Credit Loan to be made to Borrower, the Company shallspecifying: (i) give notification by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such AdvanceRevolving Credit Loan, which shall be a Domestic Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7ii) the location and number aggregate principal amount of such Revolving Credit Loan. Such Notice of Revolving Credit Borrowing may be delivered by fax or e-mail, or by telephone. (b) A Notice of Revolving Credit Borrowing shall not be revocable by Borrower. (c) Not later than 2:00 p.m. (St. Louis time) on the Company’s account date of each Revolving Credit Loan, Lender shall make available such Revolving Credit Loan, in Federal or other funds immediately available in St. Louis, Missouri, to which the Borrower by crediting such funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a demand deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andBorrower at Lender. (Bd) a notice Borrower hereby irrevocably authorizes Lender to reasonably rely on telephonic, telegraphic, telecopy, telex or written instructions of any person identifying himself or herself as one of the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I individuals listed on Schedule 2.02 attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company or any other individual from time to time) time authorized to act on behalf of Borrower pursuant to a resolution adopted by the Board of Directors of Borrower and certified by the Secretary of Borrower and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s OfficeLender) (each, and (iiian “Authorized Person”) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and any request to make Applicable Tranche Swingline Loans and the respective amounts thereofa Revolving Credit Loan or a repayment hereunder, and (2) on any signature which the Lender believes to be genuine, and Borrower shall be bound thereby in the same manner as if such Applicable Tranche Swingline Loans are being requested on individual were actually authorized or such signature were genuine. Borrower also hereby agrees to defend and indemnify the same day as Lender and to hold the Lender harmless from and against any Applicable Tranche Revolving Loansand all claims, whether such Applicable Tranche Swingline Loans are demands, damages, liabilities, losses, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) relating to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent or arising out of or in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, connection with the proceeds made available to it in respect acceptance of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans instructions purportedly given by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Authorized Person for making Revolving Credit Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsrepayments hereunder.

Method of Borrowing. (a1) To request an Advance hereunder, the Company shall: (i) give notification by telephone (which notification Each Borrowing of New Money Loans shall be made upon the Borrowers’ irrevocable written notice, on the Borrowing Date, may be made either before or after delivery behalf of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) Borrowers, to the Administrative Agent that Lender. Each such notice must be received by the Advance Request has been or will be delivered to the Administrative Agent andLender not later than 12:00 p.m. Eastern time, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request one (such telephone notification, the “Advance Request Confirmation”), (ii1) deliver, by email Business Day prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent requested date of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request any Borrowing. Each Borrowing shall be executed by an officer in a principal amount of the Company listed on an incumbency certificate ($1,000,000 or a whole multiple of $100,000 in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable excess thereof. Each Request for such Applicable Tranche, and Loan shall specify: (1a) the aggregate amount requested date of the requested Advance; Borrowing (2) the date of such Advance, which shall be a Business Day;), (3b) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency principal amount of the Loans Loan to be borrowed (if the Company fails to specify a currency in an Advance Requestborrowed, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7c) the location and number wire instructions of the Company’s account account(s) of the Borrower to which funds are to be disbursed. (2) Borrowers hereby irrevocably authorizes Xxxxxx to rely on telephonic, which (x) in the case facsimile, electronic transmission or written instructions of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account any person identifying themselves as one of the Company’s maintained individuals listed herein (or any other individual from time to time authorized to act on behalf of Borrowers) with the Administrative Agent, (y) in the case of an Advance (other than respect to any request to make a Clearing Member Customer Gold Warrant Advance) to be made in Loan or a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andrepayment hereunder. (B3) On the day on which a notice Carve-Out Trigger Notice is given by the Lender to the Collateral Agent and Collateral Monitoring Agent in substantially Borrowers with a copy to counsel to the form of Exhibit I attached hereto detailing Committee (the Collateral pledged by the Company to secure the requested Advance (a “Collateral NoticeTermination Declaration Date”), which Collateral the Carve-Out Trigger Notice shall (i) be executed by deemed a Request for Loan, in an officer amount equal to the then unpaid amounts of the Company listed on an incumbency certificate Allowed Professional Fees and (in substantially the form of Exhibit E hereto, delivered ii) also constitute a demand to the Collateral Agent Borrowers to utilize all cash on hand as of such date and the Collateral Monitoring Agent, as updated in writing any available cash thereafter held by the Company from time Borrowers to time) and delivered fund a reserve in an amount equal to the Collateral Agent’s Office then unpaid amounts of the Allowed Professional Fees. The Borrowers shall deposit and hold such amounts in a segregated account in trust to pay such then unpaid Allowed Professional Fees (the Collateral Monitoring Agent’s Office“Pre-Carve Out Trigger Notice Reserve”) prior to any and all other claims. On the Termination Declaration Date, and the Carve-Out Trigger Notice shall also (iiii) give separate notificationbe deemed a Request for Loan in an amount equal to the Post-Carve Out Trigger Notice Cap and (ii) constitute a demand to the Borrowers to utilize all cash on hand as of such date and any available cash thereafter held by the Borrowers, by telephoneafter funding the Pre-Carve Out Trigger Notice Reserve, to the Collateral Agent that the Collateral Notice has been delivered fund a reserve in an amount equal to the Collateral AgentPost-Carve Out Trigger Notice Cap. Concurrently withThe Borrowers shall deposit and hold such amounts in a segregated account in trust to pay such Allowed Professional Fees benefiting from the Post-Carve Out Trigger Notice Cap (the “Post-Carve Out Trigger Notice Reserve” and, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loanstogether with the Pre-Carve Out Trigger Notice Reserve, the Company may also make an Advance “Carve-Out Reserves”) prior to any and all other claims. On the first Business Day after the Lender gives such Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) for Loan, notwithstanding anything herein to the Banks being requested to act as an Applicable Tranche Swingline Bank contrary, including with respect to such Advance and the existence of a Default or an Event of Default, the failure of the Borrowers to satisfy any or all of the conditions precedent for a Borrowing under this facility, any termination of the Commitments following an Event of Default, or the occurrence of the Maturity Date, the Lender shall be obligated to make Applicable Tranche Swingline New Money Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent Borrowers to fully fund the Carve Out Reserve in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition amount not to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, exceed the Administrative Agent shall first, use the proceeds aggregate outstanding amount of New Money Delayed Draw Commitments as of the Applicable Tranche Revolving Loans timely made available to it to fund Effective Date; provided that in no event shall the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the aggregate principal amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methods.all New Money Loans exceed $12.0