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 applicable 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); and (6) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an 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 or (y) in the case of an 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; 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 hereunderIn order to make a borrowing of Loans (other than borrowings involving continuations or conversions of outstanding Loans, 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 pursuant to Section 3.5(b2.04), the 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. (New York time) on the Business Day of each Base Rate Loan to be made to the Borrower, and by 11:00 a.m. (New York time) at least three (3) Business Days before each LIBOR Loan to be made to the Borrower, specifying: (i) the date of such Loan, which shall be the Closing Date; (ii) the aggregate principal amount of such Loan; (iii) the initial Type of the Loan, provided that if the Advance Request has been or will Borrower shall have failed to designate the Type of such Loan, the 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 the Borrower shall have failed to select the duration of the applicable Interest Period, then the Borrower shall be deemed to have selected an Interest Period with a duration of one month. (b) Not later than 2:00 p.m. (New York time) on the date of each Loan, each Bank shall make available its Pro Rata Share of such Loan, in Dollars and in funds immediately available to the Administrative Agent and, if not yet delivered, at its address specified in Schedule 9.04. The Administrative Agent will make the amount of funds so received from the Advance, Banks available to the Applicable Tranche Borrower immediately thereafter at the Administrative Agent’s aforesaid address by crediting such funds to the deposit account specified by the Borrower on the Account Designation Letter (or such other account mutually agreed upon in writing between the Administrative Agent and the applicable currency 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 will be requested in such Advance Request (such telephone notification, unless 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 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 Borrower, the applicable Bank and the 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 the 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 the Borrower, the Adjusted Base Rate. (c) The obligations of the Banks hereunder to make 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 or to make any such payment required hereunder. (d) 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 Borrower to repay such Loan to or for the account of such Bank in accordance with the terms of this Agreement. (e) The 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 the Borrower pursuant to a resolution adopted by the Board of Directors of the Borrower and certified by the Secretary of the 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 the 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. The 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. The 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 extent resulting from the Administrative Agent’s or such AdvanceBank’s own fraud, which shall be gross negligence or willful misconduct or, pursuant to a Business Day; (3) claim initiated by 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 Borrower, a currency breach in an Advance Request, then the Loan so requested shall be made in U.S. Dollars); and (6) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with bad faith by the Administrative Agent or (y) in the case of an 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; 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)obligations hereunder, the Administrative Agent may, to the extent commercially reasonable and following telephone notices in each case as determined by the Company requesting same, agree to accept such notices via other electronic delivery methodsa final non-appealable judgment of a court of competent jurisdiction.

Method of Borrowing. (a) To request an Advance hereunderThe Borrower shall give the Administrative Agent notice substantially in the form of Exhibit G (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 shall be a Domestic Business Day in the case of a Base Rate Borrowing or a Euro-Dollar Business Day in the case of a Euro-Dollar Borrowing; (ii) the aggregate amount of such Borrowing; (iii) the Class and initial Type of Loans comprising such Borrowing; and (iv) 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. Notwithstanding the foregoing, no more than 12 (or, during the period from the Effective Date through April 30, 2000, 16) Groups of Euro-Dollar Loans shall be outstanding hereunder at any one time, and any Borrowing which notification would exceed such limitation shall be made as a Base Rate Borrowing. (b) Upon receipt of a Notice of Borrowing, the 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 the Borrower. (c) Not later than 1:00 P.M. (New York City time) on the Borrowing Datedate of each Borrowing, may be made either before each Bank shall make available its ratable share of such Borrowing, in Federal or after delivery of the Advance Request referred to other funds immediately available in clause (ii) below and shall be subject to Section 3.5(b)) New York City, 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 3 has not been satisfied, the Advance Request has been or Administrative Agent will be delivered make the funds so received from the Banks available to the Borrower at the Borrower Account. (d) Unless the Administrative Agent shall have received notice from a Bank prior to the date of any Borrowing that such Bank will not make available to the Administrative Agent and, if not yet deliveredsuch Bank's share of such Borrowing as required by the terms of this Agreement, the amount of the Advance, the Applicable Tranche and the applicable currency Administrative Agent may assume that will be requested in such Advance Request (Bank has made such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice share available to the Administrative Agent on the date of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans Borrowing in substantially accordance with subsection (c) of this Section and the form of Exhibit H attached hereto (an “Advance Request”)Administrative Agent may, which Advance Request 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 be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered not have so made such share available to the Administrative Agent, as updated in writing by such Bank and the Company Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from time the date such amount is made available to time) and delivered the Borrower until the date such amount is repaid to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) at 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)Federal Funds Rate; and (6) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with provided that the Administrative Agent or (y) in shall not demand repayment from the case of an Advance Borrower unless it shall have first demanded repayment from such Bank and such Bank shall have failed to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, repay. If such Bank shall be an account maintained with the Administrative Agent or another financial institution; 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 repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in a timely manner such Borrowing for purposes of this Agreement. (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”e) or are simply being requested Nothing 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 subsection (d) shall be in addition to, and shall not deemed to relieve such any Bank from its obligation to fulfill its Commitments 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 hereunder, the Company shall: (iRequests for borrowing pursuant to Section 2.2(b) give notification by telephone (which notification shall be made on the Borrowing Date, below may be made either before or after delivery by the Borrowers no more frequently than weekly and may only be made with respect to the funding of the Advance Request referred Plan for the period identified in the statement of projections of costs and cash flows delivered pursuant to Section 4.2(b) (which period shall in clause no event exceed two weeks) in respect of the request for borrowing made pursuant to Section 2.2(b). (iib) below With respect to each Loan made pursuant to Section 2.1 hereof, a Borrower shall have complied with Section 4.2(b) with respect to such request and shall be subject give the Lender a written notice of borrowing notifying the Lender of its request to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or borrow hereunder which notice will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the applicable currency that will be requested in such Advance Request specify (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 Advancethe Loan, which date 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 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); and (6) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an 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 or (y) in the case of an 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; 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 a detailed description of 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 purposes 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 which the proceeds of the Applicable Tranche Revolving Loans timely made available Loan are to it be used. The notice of borrowing shall be written and shall be accompanied by a certificate of an Authorized Officer certifying that (i) the proceeds of the Loan are to fund be used solely for the requested Advance as provided purposes described in Section 3.1(b)the notice, (ii) such purposes are in accordance with and in furtherance of the Plan, (iii) no Bankruptcy Event has occurred, and second(iv) no breach of this Agreement or the Security Agreement (or any representation or warranty made in any notice or document delivered pursuant hereto or thereto) has occurred. (c) The Lender shall have the right to accept or reject, fund in whole or in part, any request for borrowing based on the remaining portion Lender's determination that the Borrowers are not reasonably complying with, and making reasonable progress with respect to, the Plan, which determination may be made in Lender's sole and absolute discretion. Nothing in this Agreement or any other document and no course of dealing shall be deemed to imply any limitation on the discretionary and demand nature of the requested Advance, if any, with Loans or to require that the proceeds made available Lender give any notice of or reason for declining from time 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 time to make Applicable Tranche Revolving Loans ratably in proportion any Loan. (d) If a Borrower gives the notice required by Section 2.2(b) with respect to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email Loan before 1:00 p.m. (due to operational difficulties or otherwiseEastern Time), the Administrative Agent mayLender will accept or reject that request, in whole or in part, and to the extent commercially reasonable accepted, disburse the proceeds of the Loan to the Borrowers in immediately available funds (i) with respect to the initial request for borrowing hereunder, as soon as practicable thereafter and (ii) with respect to any subsequent request for borrowing, on the Business Day following telephone notices the date of receipt of such notice. The Lender will disburse all Loans to the Borrowers by deposit in the Company requesting same, agree to accept such notices via other electronic delivery methodsConcentration Account.

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 1:00 P.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 applicable 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 A, specifying therein the requested (an “A) date of such Borrowing, (B) Type of Advance Request”)to be made in connection with such Borrowing, 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 timeC) 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 and (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); and (6) the location and number of the Company’s account to which funds are to be disbursed, which (xD) in the case of an Advance a Borrowing comprising Eurodollar Rate Advances, initial Interest Period for each such Advance. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing pursuant to this Section 2.02(a), the contents thereof and each such Lender’s Pro Rata Share of any Borrowing to be made in U.S. Dollarspursuant thereto. Each Lender shall, Canadian Dollarsbefore 1:00 P.M. on the date of such Borrowing (or 3:00 P.M. on the date of such Borrowing with respect to Base Rate Advances), Euro or Sterling, shall be a deposit make available to the Administrative Agent for the account of the Company’s maintained with Borrower in same day funds, the proceeds of such Borrowing. Such Borrowing will then be made available to the Borrower by the Administrative Agent or (y) in by crediting the case account of an Advance to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained the Borrower on the books of such office with the Administrative Agent or another financial institution; 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 aggregate 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 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 hereunderThe Borrower shall give the Agent notice (a “Notice of Borrowing”), which shall be substantially in the Company shallform of Exhibit D, prior to 12:00 P.M. (Noon) on the same day for a Base Rate Borrowing, and prior to 9:00 A.M. at least two (2) Business Days prior to each Euro-Dollar 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 applicable 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 principal amount of such Advance is requested;Borrowing, (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); and (6) the location and number of the Company’s account to which funds are to be disbursed, which (xiv) in the case of an Advance to be made in U.S. Dollarsa Euro-Dollar Borrowing, Canadian Dollars, Euro or Sterling, shall be a deposit account the duration of the CompanyInterest 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 maintained with ratable share of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Administrative Borrower. (c) Not later than 2:00 P.M. 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 Dollars immediately available in New York, New York, to the Agent at its address referred to in Section 9.01. Unless any applicable condition specified in Article III has not been satisfied or waived, the Agent will make the funds so received from the Banks available to the Borrower at the Agent’s aforesaid address not later than 4:30 P.M. on the date of any relevant 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, (yi) in the case of an Advance to be made in a currency other Base Rate Borrowing, no later than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution; 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 1:30 P.M. on the same day as such Base Rate Borrowing and (ii) in the case of any Applicable Tranche Revolving Loansother type of Syndicated Borrowing, whether no later than 4:00 P.M. on the Business Day before the date of a Syndicated Borrowing, stating that such Applicable Tranche Swingline Loans are Bank will not make a Loan in connection with such Syndicated Borrowing, the Agent shall, in relation to cover the Banks, be entitled to assume that such Bank will make a 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 Borrower for the account of such Bank. If the Agent makes any Applicable Tranche Revolving Loans not made such Bank’s ratable share of 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 upon prior notice to the Borrower), use 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 reasonably and in good faith 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 Syndicated Loan hereunder on a day on which the 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 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. (e) Notwithstanding anything to the contrary contained in this Agreement, fund including, without limitation Section 2.01, no Borrowing may be made if there shall have occurred or would occur as a result of such Borrowing, 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 AdvanceSyndicated Loans comprising such Syndicated Borrowing are to be Base Rate Loans or Euro-Dollar Loans, if any, such Syndicated Loans shall be made as Base Rate Loans. If the 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 made available of a new Syndicated Borrowing, and the 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, including, without limitation, Section 2.01, 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 ten (10) 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 Borrowers shall give the Administrative Agent notice (a "Notice of Borrowing"), which shall be substantially in the Company shallform 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, 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 applicable 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); and (6) the location and number of the Company’s account to which funds are to be disbursed, which (xiv) in the case of an Advance to be made in U.S. Dollarsa Euro-Dollar Borrowing, Canadian Dollars, Euro or Sterling, shall be a deposit account the duration of the Company’s maintained with Interest Period applicable thereto, subject to the Administrative Agent or (y) in provisions of the case definition of an 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; andInterest 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 Borrowers. (c) Not later than 2:00 P.M. (Atlanta, Georgia time) on the date of each Syndicated Borrowing (or, if the notice required to be given by the Administrative Agent pursuant to paragraph (b) of this Section shall be given later than 12:00 Noon, Atlanta, Georgia time on the date of any Syndicated Borrowing, not later than two (2) hours following the time such notice is given 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 determined pursuant to Section 9.01. Unless the Administrative Agent determines that any applicable condition specified in Article IV has not been satisfied, the Administrative Agent will make the funds so received from the Banks available to the Borrowers at the Administrative Agent's aforesaid address. 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 (or, with respect to Base Rate Loans, by 2:00 P.M. on the date of such 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 Borrowers for the account of such Bank. If the Administrative Agent makes such Bank's ratable share available to the Borrowers as provided above and such Bank 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 Borrowers (and for such purpose shall be entitled to charge such amount to any account of the Borrowers 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 Borrowers of such Bank's ratable share and interest thereon shall be without prejudice to any rights that the Borrowers 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 Borrowers of such decision. (d) If any Bank makes a new Syndicated Loan hereunder on a day on which the Borrowers are 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 Borrowers 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 Euro-Dollar Borrowing or Money Market 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 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 the Borrower fail to it repay such Syndicated Loans using its own moneys and fail 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 8 Euro-Dollar Borrowings and Money Market 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 hereunderIn order to make a borrowing of Loans (other than borrowings involving continuations or conversions of outstanding Loans, 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 pursuant to Section 3.5(b2.04), the Borrower shall give notice (a “Notice of Borrowing”) substantially in the form of Exhibit B-1 to the Administrative Agent by 11:00 a.m. (New York time) on the Business Day of each Base Rate Loan to be made to the Borrower, and by 11:00 a.m. (New York time) at least three (3) Business Days before each Term SOFR Loan to be made to the Borrower, specifying: (i) the date of such Loan, which shall be the Closing Date; (ii) the aggregate principal amount of such Loan; (iii) the initial Type of the Loan, provided that if the Advance Request has been or will Borrower shall have failed to designate the Type of such Loan, the Borrower shall be delivered deemed to have requested a borrowing comprised of Base Rate Loans; and (iv) in the case of a Term SOFR Loan, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, provided that if the Borrower shall have failed to select the duration of the applicable Interest Period, then the Borrower shall be deemed to have selected an Interest Period with a duration of one month. (b) Not later than 2:00 p.m. (New York time) on the date of each Loan, each Bank shall make available its Pro Rata Share of such Loan, in Dollars and in funds immediately available to the Administrative Agent and, if not yet delivered, at its address specified in Schedule 9.04. The Administrative Agent will make the amount of funds so received from the Advance, Banks available to the Applicable Tranche Borrower immediately thereafter at the Administrative Agent’s aforesaid address by crediting such funds to the deposit account specified by the Borrower on the Account Designation Letter (or such other account mutually agreed upon in writing between the Administrative Agent and the applicable currency 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 will be requested in such Advance Request (such telephone notification, unless 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 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 Borrower, the applicable Bank and the 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 the 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 Federal Funds Effective 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 the Borrower, the Adjusted Base Rate. (c) The obligations of the Banks hereunder to make 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 or to make any such payment required hereunder. (d) 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 Borrower to repay such Loan to or for the account of such Bank in accordance with the terms of this Agreement. (e) The 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 the Borrower pursuant to a resolution adopted by the Board of Directors of the Borrower and certified by the Secretary of the 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 the 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. The 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. The 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 extent resulting from the Administrative Agent’s or such AdvanceBank’s own fraud, which shall be gross negligence or willful misconduct or 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 material breach in an Advance Request, then the Loan so requested shall be made in U.S. Dollars); and (6) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with bad faith by the Administrative Agent or (y) in the case of an 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; 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)obligations hereunder, the Administrative Agent may, to the extent commercially reasonable and following telephone notices in each case as determined by the Company requesting same, agree to accept such notices via other electronic delivery methodsa final non-appealable judgment of a court of competent jurisdiction.

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 applicable currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by facsimile and 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); and; (6) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an 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 or (y) in the case of an 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; and (7) whether the requested Loans are being designated as Settlement Loans, as GFX Loans or as CMECE Loans and, in the case of Settlement Loans, whether the Settlement Loans are being designated as Clearing Fund Pool Loans or Company Pool Loans for the purpose of calculations relating to the Borrowing Base and, if the Settlement Loans are being designated as Clearing Fund Pool Loans, specifying the applicable Clearing Business, 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 facsimile (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 hereunder, the Company shall: shall (i) give notification 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 applicable currency Advance that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), , (ii) deliver, by facsimile and by email (or, if the Advance Request Confirmation shall have been made prior to the Applicable Borrower Notice Deadline: Advance Notice, by facsimile or email), not later than 4:45 p.m. (New York City time) on any Business Day, (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 I 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 Investment Bank Loan Operations – North America department of the Administrative AgentAgent and shall specify whether the requested Loans are being designated as Settlement Loans, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable TrancheGFX Loans or as CMECE Loans and, 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); and (6) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance Settlement Loans, whether the Settlement Loans are being designated as Clearing Fund Pool Loans or Company Pool Loans for the purpose of calculations relating to be made in U.S. Dollarsthe Borrowing Base and, Canadian Dollarsif the Settlement Loans are being designated as Clearing Fund Pool Loans, Euro or Sterlingspecifying the applicable Clearing Business, shall be a deposit account of the Company’s maintained with the Administrative Agent or (y) in the case of an 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; and and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I J attached hereto detailing the Collateral pledged by the Company to secure the requested Advance Loans (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 Investment Bank Loan Operations – North America and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to Treasury & Securities Services – Wall Street Support departments of 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 Swingline 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 thereofthereof and, 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 a “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 Commitment. (b) Immediately following the earlier of its Applicable Tranche Commitment. In an Advance Request Confirmation or the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwisedelivery of an Advance Request in accordance with Section 3.1(a), the Administrative Agent mayshall notify each Bank in writing, by facsimile or email, of the Company’s request for an Advance and such Bank’s pro rata share of the Advance (any such notice, a “Bank Notice”) and the Administrative Agent and the Collateral Agent shall, as applicable, subject to the extent commercially reasonable satisfaction of the applicable conditions precedent set forth in Article V, not later than 5:45 p.m. (New York City time) (i) determine the Market Value of the applicable Clearing Fund Collateral Pool or the Company Collateral Pool, as applicable, and following telephone notices to determine the corresponding Borrowing Base, (ii) notify the Company, by telephone, at the contact information provided in the Advance Request, of the Collateral Agent’s determination of the Market Value of the applicable Collateral Pool and the corresponding Borrowing Base and whether such applicable Collateral Pool is sufficient for the corresponding Borrowing Base to collateralize the Company’s requested Advance (after giving effect to any concurrent redesignation pursuant to Section 2.13) and (iii) using the proceeds provided by the Banks pursuant to Section 4.1, or any additional proceeds that may be provided on behalf of the Banks by the Administrative Agent as provided in this Agreement, make available to the Company requesting samein immediately available funds the requested Advance (or, agree if such Collateral Pool is not then sufficient to accept collateralize the requested Advance as required hereby, the portion thereof that is so collateralized by such notices via other electronic delivery methodsCollateral Pool). In the event that the applicable Collateral Pool is not sufficient to so collateralize the requested Advance, the Collateral Agent shall notify the Company thereof and the Company may post additional Collateral to the applicable Collateral Pool within one Business Day of such notice (including, without limitation, by withdrawing any Company Security in accordance with Section 2.9(b) and posting such Company Security as additional Collateral with respect to the applicable Clearing Fund Collateral Pool); upon the posting of such additional Collateral to the applicable Collateral Pool, the Administrative Agent shall make available to the Company a corresponding amount of the funds deposited by the Banks in accordance with Section 4.1. In the event that the Company fails to post sufficient additional Collateral to the applicable Collateral Pool to collateralize the requested Advance as required hereby within one Business Day following such notice from the Collateral Agent of the insufficiency of the applicable Collateral Pool, the Administrative Agent shall return any excess proceeds provided by the Banks to the Banks ratably in accordance with the amounts funded by each Bank. (c) If an Advance Request is made in respect of Covering Swingline Loans, (i) the portion thereof made available to the Administrative Agent and not required to cover for Revolving Loans shall be promptly returned to the applicable Swingline Banks on a pro rata basis in accordance with the respective amounts made available by such Swingline Banks and (ii) the proceeds of Revolving Loans subsequently made available to the Administrative Agent shall be distributed to such Swingline Banks as a prepayment of the principal of such Covering Swingline Loans, with such distribution to be made to such Swingline Banks on such a pro rata basis. Any Covering Swingline Loans made available to the Administrative Agent, whether or not subsequently made available to the Company, shall earn interest, payable by the Company, until the next Business Day at the Federal Funds Rate plus 1.25% per annum. Each Swingline Lender that makes any Covering Swingline Loan which is not made available to the Company and is promptly returned as contemplated above shall be entitled to compensation for such Covering Swingline Loan from the Company as determined by such Swingline Lender in accordance with its customary practices (provided that any such compensation shall not exceed the interest payable in respect of any Advance until the next Business Day pursuant to Section 3.3); and any Covering Swingline Loan which is made available to the Company shall earn interest, payable by the Company, in accordance with Section 3.3.

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. (Charlotte, North Carolina 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, specifying: (i) give notification by telephone (the date of such Syndicated 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 applicable 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); and (6) the location and number of the Company’s account to which funds are to be disbursed, which (xiv) in the case of an Advance a Fixed Rate Borrowing, the duration of the Interest Period applicable thereto, subject to be made in U.S. Dollarsthe provisions of the definition of Interest Period. (b) Upon receipt of a Notice of Borrowing, Canadian Dollarsthe 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, Euro or Sterlingonce received by the Agent, shall not thereafter be revocable by the Borrower. (c) Not later than 11:00 A.M. (Charlotte, North Carolina 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 Charlotte, North Carolina, to the Agent at its address referred to in Section 9.01, which funds shall be in Dollars. 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 Borrower at the Agent's aforesaid address. Unless the Agent receives notice from a deposit 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 Borrower for the account of such Bank. If the 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 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 Company’s Borrower maintained with the Administrative Agent or (y) in Agent), together with interest thereon for each day during the case period from the date of an 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 the Administrative Agent or another financial institution; and (B) paid in full at a notice rate per annum equal to the Collateral rate at which the Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged 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 Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice Borrower of such Bank's ratable share and interest thereon shall be executed by an officer without prejudice to any rights that the Borrower may have against such Bank and (ii) until such Bank has paid its ratable share of the Company listed on an incumbency certificate (in substantially the form of Exhibit E heretosuch Syndicated Borrowing, delivered together with interest pursuant to the Collateral Agent and the Collateral Monitoring Agentforegoing, as updated it will have no interest 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 Syndicated Borrowing for any purpose hereunder. If the respective amounts thereofAgent does not exercise its option to advance funds for the account of such Bank, it shall forthwith notify the Borrower of such decision. (d) 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 all Loans (2including, without limitation, all continuations and conversions pursuant to a Notice of Continuation and Conversion) shall be made as Base Rate Loans (but shall bear interest at the Default Rate, if applicable). (e) In the event that a Notice of Borrowing fails to specify whether the Syndicated 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 Syndicated 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 Syndicated 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 Syndicated Borrowing, and secondthe 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, fund a new Syndicated Borrowing shall be deemed to be made on the remaining portion date such Syndicated Loans mature in an amount equal to the principal amount of the requested AdvanceSyndicated Loans 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 Syndicated Loans by any Applicable Tranche Swingline Bank comprising such new Syndicated Borrowing shall be in addition toBase Rate Loans. (f) 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 8 Fixed Rate 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 hereunder, The obligation of ADESA to repay the Company shall: (i) give notification by telephone (which notification ADESA Revolver shall be made on evidenced by the Borrowing Date, may be made either before or after delivery promissory notes (The "Revolving Notes") of ADESA payable to each of the Advance Request referred to respective Banks 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 applicable 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”"B". So long as no Event of Default or Unmatured Event of Default shall have occurred and be continuing and until the applicable Maturity Date, ADESA may borrow, repay or reborrow under the ADESA Revolver on any Banking Day, provided that no borrowing may cause the total amount outstanding to exceed the ADESA Revolver Commitment as in effect from time to time as set forth in Section 2.a(i), which or may result in an Event of Default or an Unmatured Event of Default. Each Advance Request under the ADESA Revolver shall be executed conditioned upon receipt by the Agent of an Application for Advance and an Officer's Certificate, provided that the Agent may, at its discretion, make a disbursement upon the oral request of ADESA made by an officer Authorized Officer, or upon a request transmitted to the Agent by telephone facsimile ("fax") machine, or by any other form of written electronic communication (all such requests for Advances being hereafter referred to as "informal requests"). In so doing, the Agent may rely on any informal request which shall have been received by it in good faith from a person resonably believed to be an Authorized Officer. Each informal request shall be promptly confirmed by a duly executed Application and Officer's Certificate if the Agent so requires and shall in and of itself constitute the representation of ADESA that no Event of Default or Unmatured Event of Default has occurred and is continuing or would result from the making of the Company listed on an incumbency certificate rquested Advance and that the making of the requested Advance shall not cause the principal balance of the ADESA Revolver to exceed the ADESA Revolver Commitment. All borrowings and reborrowings and all repayments shall be in amounts of not less than Two Hundred Fifty Thousand and No/100 Dollars (in substantially $250,000), except for repayment of the form entire principal balance of Exhibit E heretothe ADESA Revolver. The principal of the ADESA Revolver may be prepaid at any time, delivered subject to the Administrative Agentpayment of the Prepayment Premium, as updated if applicable, pursuant to Section 2.c(iii). Upon receipt and approval of an Application, the Agent shall make an Advance in writing the amount approved in accordance with the instructions in the Application and shall be made ratably from the Banks in proportion to their respective Commitments in accordance with Section 2.d. hereof. The Agent shall give prompt telephonic, telex or telecopy notice to each of the Banks of any Advance request received from ADESA and, if such notice requests the Banks to make a LIBOR-based Rate Advance or an Interbank-based Rate Advance, the Agent shall give notice to ADESA and each of the Banks by any such means of the interest rate applicable thereto (but, if such notice is given by telephone, the Agent shall confirm such rate in writing) promptly after the Agent has made such determination of the applicable rate. All Advances by the Company Banks and payments by ADESA shall be recorded by the Banks on their books and records, and the principal amount outstanding 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); and (6) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance to be made in U.S. Dollars, Canadian Dollars, Euro or Sterlingplus interest payable thereon, shall be a deposit account determined by reference to the books and records of the Company’s maintained with the Administrative Agent or (y) in the case of an Advance Banks. The Banks' and Agent's books and records shall be presumed prima facie 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; 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, correct 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 methodsmatters.

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 applicable 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); and; (6) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an 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 or (y) in the case of an 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; and (7) whether the requested Loans are being designated as Clearing Fund Pool Loans or as GFX Loans, 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 hereunderOn each Borrowing Date for Revolving Loans, the Company shall: each applicable Lender shall make available its Loan (i) give notification by telephone if such Loan is denominated in Dollars, not later than 1:00 p.m. (which notification shall be made on the Borrowing Date, may be made either before New York time) in federal 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 applicable 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 other funds immediately available to the Administrative Agent, as updated in writing by New York at its address specified in or pursuant to Article XIII and (ii) if such Loan is denominated in an Agreed Currency other than Dollars, not later than noon, local time, in the Company from time to time) and delivered to city of the Administrative Agent’s Office applicable Lending Installation for such Applicable Tranchecurrency, in such funds as may then be customary for the settlement of international transactions in such currency in the city of and at the address of the Administrative Agent’s Lending Installation for such currency. Unless the Administrative Agent determines that any applicable condition specified in Article IV has not been satisfied, the Administrative Agent will make the funds so received from the applicable Lenders available to the Borrower at the Administrative Agent’s aforesaid address. Notwithstanding the foregoing provisions of this Section 2.13, to the extent that a Revolving Loan made by a Revolving Lender matures on the Borrowing Date of a requested Revolving Loan in the same currency, such Revolving Lender shall specify:apply the proceeds of the Revolving Loan it is then making to the repayment of principal of the maturing Revolving Loan. (1b) the aggregate amount The Appropriate Foreign Currency Swing Lender shall, upon fulfillment of the requested Advance; applicable conditions set forth in Article IV (2) which fulfillment 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); and (6) the location and number of the Company’s account to which funds are to be disbursed, which (x) appropriate Foreign Currency Swing Lender may assume in the case absence of an Advance to be made in U.S. Dollarsprior written notice from the Borrower, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent or (y) the Required Lenders to the contrary), make same day funds available to the Borrower in the case Appropriate Foreign Currency in the amount requested by the Borrower at such Appropriate Foreign Currency Swing Lender’s Lending Installation. (c) The Euro Swing Lender shall, upon fulfillment of an Advance to be made the applicable conditions set forth in a currency other than U.S. DollarsArticle IV (which fulfillment the Euro Swing Lender may assume in the absence of prior written notice from the Borrower, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution; andthe Required Lenders to the contrary), make same day funds available to the Borrower in Euros in the amount requested by the Borrower at the Euro Swing Lender’s Lending Installation. (Bd) a Each U.S. Swing Lender shall, upon fulfillment of the applicable conditions set forth in Article IV (which fulfillment each U.S. Swing Lender may assume in the absence of prior written notice from the Borrower, the Administrative Agent or the Required Lenders to the Collateral Agent and Collateral Monitoring Agent in substantially the form contrary), make 50% of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure any requested U.S. Swing Loan available on the requested Advance (a “Collateral Notice”)Borrowing Date, which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E heretofunds immediately available in New York, 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 at its Lending Installation. The Administrative Agent will promptly make the funds so received from each U.S. Swing Lender available to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Borrower on the Borrowing Date at 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 hereunderUntil the Revolving Loan Maturity Date, Borrowers may borrow, repay and reborrow under the Company shall: Revolving Note on any Business Day, provided that Borrowers shall not be entitled to receive and Bank shall not be obligated to make any Revolving Advance: (i) give notification by telephone if the conditions stated in Section 6.01 of this Agreement have not been fulfilled; or (which notification ii) if after making such Revolving Advance the Revolving Exposure would exceed the Maximum Revolving Loan Amount. Subject to the foregoing, Revolving Advances 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 applicable 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 specifyfollows: (1) Bank shall make a Revolving Advance upon Bank’s receipt of an Application for Advance from Borrower Representative not later than 10:00 A.M., Indianapolis time, on the aggregate date the Revolving Advance is to be made, which notice shall specify the amount and the date of the requested Revolving Advance, provided that Bank may, at its discretion, make a disbursement upon the oral request of Borrowers made by an Authorized Officer, or upon a request transmitted to Bank by email or by any other form of written electronic communication (all such requests for Advances being hereafter referred to as “Informal Requests”). Bank may rely on any Informal Request which shall have been received by it in good faith from a Person reasonably believed to be an Authorized Officer. (2) Each Informal Request shall be promptly confirmed by a duly executed Application for Advance if Bank so requires and shall in and of itself constitute the representation of Borrowers that the conditions stated in Section 6.01 of this Agreement have been fulfilled, and that the requested Revolving Advance would not cause the outstanding principal balance of the Revolving Loan to exceed the Maximum Revolving Loan Amount. (3) Each Revolving Advance shall be made on a Business Day. (4) Upon receipt of an Application for Advance, or at Bank’s discretion upon receipt of an Informal Request for a Revolving Advance and upon compliance with any other conditions of lending stated in Section 6.01 of this Agreement, Bank shall disburse the amount of the requested Advance; (2) Revolving Advance to Borrowers on the date of such designated for the Revolving Advance, which . All Revolving Advances by Bank and payments by Borrowers 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 Requestrecorded by Bank on its books and records, then the Loan so requested shall be made in U.S. Dollars); and (6) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an 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 or (y) in the case of an 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; 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 principal amount outstanding from time to time) and delivered , plus interest payable thereon, shall be determined by reference to the Collateral Agentbooks and records of Bank. Bank’s Office books and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, records shall be presumed prima facie 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 be correct 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 methodsmatters.

Method of Borrowing. (a) To request an Advance hereunder, the Company shall: shall (i) give notification 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 applicable currency Advance that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), , (ii) deliver, by facsimile and by email (or, if the Advance Request Confirmation shall have been made prior to the Applicable Borrower Notice Deadline: Advance Notice, by facsimile or email), not later than 4:45 p.m. (New York City time) on any Business Day, (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 I 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 Investment Bank Loan Operations – North America department of the Administrative Agent’s Office applicable for such Applicable Tranche, Agent and shall specify: (1) the aggregate amount of specify whether the requested Advance; (2) the date of such AdvanceLoans are being designated as Settlement Loans or as GFX Loans and, 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); and (6) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance Settlement Loans, whether the Settlement Loans are being designated as Clearing Fund Pool Loans or Company Pool Loans for the purpose of calculations relating to be made in U.S. Dollarsthe Borrowing Base, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent or (y) in the case of an 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; and and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I J attached hereto detailing the Collateral pledged by the Company to secure the requested Advance Loans (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 Investment Bank Loan Operations – North America and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to Treasury & Securities Services – Wall Street Support departments of 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 Swingline 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 thereofthereof and, 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 a “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 Commitment. (b) Immediately following the earlier of its Applicable Tranche Commitment. In an Advance Request Confirmation or the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwisedelivery of an Advance Request in accordance with Section 3.1(a), the Administrative Agent mayshall notify each Bank in writing, by facsimile or email, of the Company’s request for an Advance and such Bank’s pro rata share of the Advance (any such notice, a “Bank Notice”) and the Administrative Agent and the Collateral Agent shall, as applicable, subject to the extent commercially reasonable satisfaction of the applicable conditions precedent set forth in Article V, not later than 5:45 p.m. (New York City time) (i) determine the Market Value of the Clearing Fund Collateral Pool or the Company Collateral Pool, as applicable, and following telephone notices to determine the corresponding Borrowing Base, (ii) notify the Company, by telephone, at the contact information provided in the Advance Request, of the Collateral Agent’s determination of the Market Value of the applicable Collateral Pool and the corresponding Borrowing Base and whether such applicable Collateral Pool is sufficient for the corresponding Borrowing Base to collateralize the Company’s requested Advance (after giving effect to any concurrent redesignation pursuant to Section 2.13) and (iii) using the proceeds provided by the Banks pursuant to Section 4.1, or any additional proceeds that may be provided on behalf of the Banks by the Administrative Agent as provided in this Agreement, make available to the Company requesting samein immediately available funds the requested Advance (or, agree if such Collateral Pool is not then sufficient to accept collateralize the requested Advance as required hereby, the portion thereof that is so collateralized by such notices via other electronic delivery methodsCollateral Pool). In the event that the applicable Collateral Pool is not sufficient to so collateralize the requested Advance, the Collateral Agent shall notify the Company thereof and the Company may post additional Collateral to the applicable Collateral Pool within one Business Day of such notice (including, without limitation, by withdrawing any Company Security in accordance with Section 2.9(b) and posting such Company Security as additional Collateral with respect to the Clearing Fund Collateral Pool); upon the posting of such additional Collateral to the applicable Collateral Pool, the Administrative Agent shall make available to the Company a corresponding amount of the funds deposited by the Banks in accordance with Section 4.1. In the event that the Company fails to post sufficient additional Collateral to the applicable Collateral Pool to collateralize the requested Advance as required hereby within one Business Day following such notice from the Collateral Agent of the insufficiency of the applicable Collateral Pool, the Administrative Agent shall return any excess proceeds provided by the Banks to the Banks ratably in accordance with the amounts funded by each Bank. (c) If an Advance Request is made in respect of Covering Swingline Loans, (i) the portion thereof made available to the Administrative Agent and not required to cover for Revolving Loans shall be promptly returned to the applicable Swingline Banks on a pro rata basis in accordance with the respective amounts made available by such Swingline Banks and (ii) the proceeds of Revolving Loans subsequently made available to the Administrative Agent shall be distributed to such Swingline Banks as a prepayment of the principal of such Covering Swingline Loans, with such distribution to be made to such Swingline Banks on such a pro rata basis. Any Covering Swingline Loans made available to the Administrative Agent, whether or not subsequently made available to the Company, shall earn interest, payable by the Company, until the next Business Day at the Federal Funds Rate plus 2% per annum. Each Swingline Lender that makes any Covering Swingline Loan which is not made available to the Company and is promptly returned as contemplated above shall be entitled to compensation for such Covering Swingline Loan from the Company as determined by such Swingline Lender in accordance with its customary practices (provided that any such compensation shall not exceed the interest payable in respect of any Advance until the next Business Day pursuant to Section 3.3); and any Covering Swingline Loan which is made available to the Company shall earn interest, payable by the Company, in accordance with Section 3.3.

Method of Borrowing. 2.2.1. The Borrower shall give the Administrative Agent an irrevocable notice (a "Notice of Borrowing" or "Borrowing Notice" or "Borrowing Request"), in a form approved by the Administrative Agent and signed by the Borrower, not later than (a) To request in the case of a Eurodollar Advance, not later than 11:00 a.m., Houston time, three (3) Business Days before the date of such proposed Advance or (b) in the case of an Advance hereunderABR Borrowing, not later than 12:00 noon, Houston, Texas time, on the Company shalldate of such proposed Advance. Each 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 of the Advance, the Applicable Tranche and the applicable 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, of such requested Advance; (3ii) the Applicable Tranche under which aggregate amount of such Advance is requestedrequested Advance; (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 an ABR Advance or a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars)Eurodollar Advance; and (6) the location and number of the Company’s account to which funds are to be disbursed, which (xiv) in the case of a Eurodollar Advance, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term "Interest Period". 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 (1) month's duration. Each Notice of Borrowing shall constitute a representation by the Borrower that the amount of the requested Advance shall not cause the total principal of the Notes to exceed the Aggregate Commitment (i.e., the Borrowing Base then in effect). 2.2.2. Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender's share of the requested Advance, and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (a) Each Lender shall make each Loan to be made in U.S. Dollarsby it hereunder on the proposed Borrowing Date thereof by wire transfer of immediately available funds by 1:00 p.m., Canadian DollarsHouston, Euro or SterlingTexas time, shall be a deposit to the account of the Company’s Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower maintained with at the Administrative Agent. 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 any particular place or manner. (b) Unless the Administrative Agent or shall have received notice from a Lender prior to the proposed date of any Advance that such Lender will not make available to the Administrative Agent such Lender's Percentage Share of such Advance, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.2.3 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Advance available to the Administrative Agent, then the applicable Lender and the 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 the Borrower to but excluding the date of payment to the Administrative Agent, at (yi) in the case of an Advance to be made in a currency other than U.S. Dollarssuch Lender, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution; 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 greater of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent Federal Funds Effective Rate and the Collateral Monitoring Agent, as updated in writing a rate determined 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 accordance with banking industry rules on interbank compensation or (any such Applicable Tranche Swingline Loanii) in the case of the Borrower, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition the interest rate applicable to such Applicable Tranche Revolving ABR Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, such Lender pays such amount to the Administrative Agent Agent, then such amount shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided constitute such Lender's Loan included in Section 3.1(b), and second, fund the remaining portion of the requested such 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. Each advance under this Agreement (a) To request an Advance hereunderthe “Advance” and collectively, the Company shall:“Advances”) shall be offered to Borrower through its representative(s) by a duly authorized representative of the Bank, at the interest rate provided below to be repaid by Borrower as provided herein. Requests for, offers of, and acceptance of Advances between Bank and Borrower may be made in writing (including facsimile transmission or e-mail transmission provided that any signatures required thereon are actual signatures and not computer-generated signatures) or orally (including telephonic communication) (each, an “Advance Notice”). Each Advance Notice shall specify the dollar amount of such Advance and the duration of the borrowing period therefor, which borrowing period shall be a period (the “Borrowing Period”) agreed to by Bank ending no later than the Maturity Date (as hereinafter defined). All Advances, accrued and unpaid interest thereon and all other amounts owing from Borrower to Bank shall be due and payable in full on October 31, 2007 (the “Maturity Date”) and otherwise in accordance with Section 4 hereof. All Advances shall be in immediately available funds. The terms of an offered Advance shall be open for acceptance by Borrower until 3:00 p.m. (Eastern time) on the day of notification to Borrower by Bank of such offering; and the offering shall be deemed withdrawn if not accepted within that time period. All terms offered with respect to the Advances shall be determined by Bank in its sole discretion provided such terms are not inconsistent with any provision contained in this Agreement. (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 is deposited or credited to an account of Borrower with Bank, notwithstanding that such Advance was requested, orally or in clause writing and (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 any part of the Advance, the Applicable Tranche and the applicable 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; withdrawn from the account; or (4b) whether such the 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); and (6) accordance with oral or written instructions of an authorized representative of Borrower. The Borrower will provide a written listing of authorized representatives to the location Bank. Borrower agrees that Bank may rely on any such telephonic or telecopy notice given by any person Lender in good faith reasonably believes is an authorized representative without the necessity of independent investigation, and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an 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 or (y) in the case of an 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; 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 (event any such Applicable Tranche Swingline Loannotice by telephone conflicts with any written confirmation the written notice shall govern if Bank acted in reliance thereon. NOTWITHSTANDING ANY PROVISION OR INFERENCE TO THE CONTRARY, 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 methodsTHE BANK SHALL HAVE NO OBLIGATION TO EXTEND ANY CREDIT TO OR FOR THE ACCOUNT OF BORROWER BY REASON OF THIS AGREEMENT.

Method of Borrowing. (a) a. To request an Advance hereunder, the Company shall: (i) 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 136129539 delivered, the amount of the Advance, the Applicable Tranche and the applicable 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 (67) 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 or 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 institutioninstitution 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; andand 136129539 (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 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 applicable currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by facsimile and 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); and; (6) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an 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 Agent; and (7) whether the requested Loans are being designated as Settlement Loans, as GFX Loans or (y) as CMECE Loans and, in the case of an Advance Settlement Loans, whether the Settlement Loans are being designated as Clearing Fund Pool Loans or Company Pool Loans for the purpose of calculations relating to be made in a currency other than U.S. Dollarsthe Borrowing Base and, Canadian Dollarsif the Settlement Loans are being designated as Clearing Fund Pool Loans, Euro or Sterlingspecifying the applicable Clearing Business, shall be an account maintained with the Administrative Agent or another financial institution; 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 facsimile (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. 2.2.1 [Reserved]. 2.2.2 [Reserved]. (a) To request Each Lender shall make each Loan to be made by it hereunder on the Effective Date by wire transfer of immediately available funds by 1:00 p.m., Central time, to the account of the Administrative Agent designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the Borrower, by promptly crediting the amounts so received, in like funds, to an Advance hereunderaccount of the Borrower subject to a Deposit Account Control Agreement or, if directed by the Company shall:Borrower, directly to a Person to which such payment would be permitted under Section 7.1. 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 any particular place or manner. (ib) give notification by telephone (which notification Unless the Administrative Agent shall be made on have received notice from a Lender prior to the Borrowing Date, may be made either before or after delivery proposed date of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) any Loan that such Lender will not make available to the Administrative Agent that the Advance Request has been or will be delivered to such Lender’s Percentage Share of such Loan, the Administrative Agent andmay assume that such Lender has made such Loan available on such date in accordance with Section 2.2.3 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not yet delivered, the amount of the Advance, the Applicable Tranche and the applicable 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 fact made its Loan available to the Administrative Agent, as updated in writing by then the Company applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from time and including the date such amount is made available to time) and delivered the Borrower to but excluding the date of payment to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: at (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); and (6) the location and number of the Company’s account to which funds are to be disbursed, which (xi) in the case of an Advance to be made in U.S. Dollarssuch Lender, Canadian Dollars, Euro or Sterling, shall be a deposit account the greater of the Company’s maintained with Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (yii) in the case of an Advance to be made in a currency other than U.S. Dollarsthe Borrower, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution; and (B) a notice interest rate applicable 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 If such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if Lender pays 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 amount to the Administrative Agent in a timely manner (any Agent, then such Applicable Tranche Swingline amount shall constitute such Lender’s 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 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 the Borrowing, if it is a Base Rate Borrowing, and (y) the third Euro-Dollar Business Day before the Borrowing, if it is a Euro-Dollar Borrowing, specifying: (i) give notification by telephone (the date of the 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 applicable 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 AdvanceBorrowing; (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 the 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)Euro-Dollar Rate; and (6) the location and number of the Company’s account to which funds are to be disbursed, which (xiv) in the case of an Advance to be made in U.S. Dollarsa Euro-Dollar Borrowing, Canadian Dollars, Euro or Sterling, shall be a deposit account the duration of the Company’s maintained with Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (b) Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Bank of the contents thereof, of such Bank's ratable share of the Borrowing and of the portion thereof which shall be made as a Tranche A Loan, a Tranche B Loan and a Tranche C Loan. (c) Not later than 12:00 Noon (New York City time) on the date of the Borrowing, each Bank shall make available its ratable share of the Borrowing, in Federal or other funds immediately available in New York City, to the 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 Administrative Agent will make the funds so received from the Banks available to the Borrower at the Administrative Agent's aforesaid address. (yd) Unless the Administrative Agent shall have received notice from a Bank prior to the date of the Borrowing that such Bank will not make available to the Administrative Agent such Bank's share of the Borrowing, the Administrative Agent may assume that such Bank has made such share available to the Administrative Agent on the date of the 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 not have so made such share available to the Administrative Agent, such Bank and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of an Advance to be made in the Borrower, 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; and (B) a notice rate per annum equal 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 higher of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent Federal Funds Rate and the Collateral Monitoring Agent, as updated interest rate applicable thereto pursuant to Section 2.05 and (ii) 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 case of Applicable Tranche Revolving Loanssuch Bank, the Company may also make an Advance Request in respect of Applicable Tranche Swingline LoansFederal Funds Rate. An Advance Request in respect of Swingline Loans If such Bank 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 repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included 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 Borrowing for purposes 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 methodsthis Agreement.

Method of Borrowing. (a) To request an Advance hereunderIn order to make a borrowing of Loans (other than borrowings involving continuations or conversions of outstanding Loans, 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 pursuant to Section 3.5(b2.04), the Borrower shall give notice (a “Notice of Borrowing”) substantially in the form of Exhibit B-1 to the Administrative Agent by 11:00 a.m. (New York time) on the Business Day of each Base Rate Loan to be made to the Borrower, and by 11:00 a.m. (New York time) at least three (3) Business Days before each LIBOR Loan to be made to the Borrower, specifying: (i) the date of such Loan, which shall be the Closing Date; (ii) the aggregate principal amount of such Loan; (iii) the initial Type of the Loan, provided that if the Advance Request has been or will Borrower shall have failed to designate the Type of such Loan, the 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 the Borrower shall have failed to select the duration of the applicable Interest Period, then the Borrower shall be deemed to have selected an Interest Period with a duration of one month. (b) Not later than 2:00 p.m. (New York time) on the date of each Loan, each Bank shall make available its Pro Rata Share of such Loan, in Dollars and in funds immediately available to the Administrative Agent and, if not yet delivered, at its address specified in Schedule 9.04. The Administrative Agent will make the amount of funds so received from the Advance, Banks available to the Applicable Tranche Borrower immediately thereafter at the Administrative Agent’s aforesaid address by crediting such funds to the deposit account specified by the Borrower on the Account Designation Letter (or such other account mutually agreed upon in writing between the Administrative Agent and the applicable currency 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 will be requested in such Advance Request (such telephone notification, unless 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 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 Borrower, the applicable Bank and the 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 the 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 Federal Funds Effective 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 the Borrower, the Adjusted Base Rate. (c) The obligations of the Banks hereunder to make 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 or to make any such payment required hereunder. (d) 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 Borrower to repay such Loan to or for the account of such Bank in accordance with the terms of this Agreement. (e) The 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 the Borrower pursuant to a resolution adopted by the Board of Directors of the Borrower and certified by the Secretary of the 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 the 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. The 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. The 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 extent resulting from the Administrative Agent’s or such AdvanceBank’s own fraud, which shall be gross negligence or willful misconduct or, pursuant to a Business Day; (3) claim initiated by 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 Borrower, a currency breach in an Advance Request, then the Loan so requested shall be made in U.S. Dollars); and (6) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with bad faith by the Administrative Agent or (y) in the case of an 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; 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)obligations hereunder, the Administrative Agent may, to the extent commercially reasonable and following telephone notices in each case as determined by the Company requesting same, agree to accept such notices via other electronic delivery methodsa final non-appealable judgment of a court of competent jurisdiction.

Method of Borrowing. 2.2.1 The Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing not later than (a) To request in the case of a Eurodollar Advance, not later than 2:00 p.m., New York time, three (3) Business Days before the date of such proposed Advance or (b) in the case of an Advance hereunderABR Advance, not later than Noon, New York time, on the Company shalldate of such proposed Advance. Each 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 of the Advance, the Applicable Tranche and the applicable 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, of such requested Advance; (3ii) the Applicable Tranche under which aggregate amount of such Advance is requestedrequested Advance; (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 an ABR Advance or a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars)Eurodollar Advance; and (6) the location and number of the Company’s account to which funds are to be disbursed, which (xiv) in the case of a Eurodollar Advance, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term "Interest Period". If no election as to the Type of Advance is specified, then the requested Advance shall be an Advance 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 (1) month's duration. 2.2.2 Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender's share of the requested Advance, and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (a) Each Lender shall make each Loan to be made in U.S. Dollarsby it hereunder on the proposed Borrowing Date thereof by wire transfer of immediately available funds by 3:00 p.m., Canadian DollarsNew York time, Euro or Sterling, shall be a deposit to the account of the Company’s maintained with Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the 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 any particular place or manner. (b) Unless the Administrative Agent or shall have received notice from a Lender prior to the proposed date of any Advance that such Lender will not make available to the Administrative Agent such Lender's Percentage Share of such Advance, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.2.3 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Advance available to the Administrative Agent, then the applicable Lender and the 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 the Borrower to but excluding the date of payment to the Administrative Agent, at (yi) in the case of an Advance to be made in a currency other than U.S. Dollarssuch Lender, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution; 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 greater of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent Federal Funds Effective Rate and the Collateral Monitoring Agent, as updated in writing a rate determined 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 accordance with banking industry rules on interbank compensation or (any such Applicable Tranche Swingline Loanii) in the case of the Borrower, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition the interest rate applicable to such Applicable Tranche Revolving ABR Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, such Lender pays such amount to the Administrative Agent Agent, then such amount shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided constitute such Lender's Loan included in Section 3.1(b), and second, fund the remaining portion of the requested such 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 hereunder, the Company shall: (i) give notification 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 50746764_11 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 applicable currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by facsimile and 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); and; (6) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an 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 Agent; and (7) whether the requested Loans are being designated as Settlement Loans, as GFX Loans or (y) as CMECE Loans and, in the case of an Advance Settlement Loans, whether the Settlement Loans are being designated as Clearing Fund Pool Loans or Company Pool Loans for the purpose of calculations relating to be made in a currency other than U.S. Dollarsthe Borrowing Base and, Canadian Dollarsif the Settlement Loans are being designated as Clearing Fund Pool Loans, Euro or Sterlingspecifying the applicable Clearing Business, shall be an account maintained with the Administrative Agent or another financial institution; 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 50746764_11 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 facsimile (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. MANNER AND METHOD OF MAKING INTEREST AND OTHER PAYMENTS. (a) To request Not later than 12:00 noon (Chicago time) on each Funding Date, each Lender shall make available its Pro Rata Share of the advances under the Revolving Loan (except for advances made pursuant to a Conversion/Continuation Notice, in which case each Lender shall be deemed to have made its advances) in funds immediately available in Chicago, Illinois to the Agent at its address specified pursuant to SUBSECTION 10.12. The Agent will make the funds so received from the Lenders available to the Borrower Representative in accordance with SUBSECTION 2.1(B). Notwithstanding the foregoing provisions of this subsection 2.6(a), to the extent that an Advance advance under the Revolving Loan or portion thereof made by a Lender matures or is to be repaid on the Funding Date of a requested advance under the Revolving Loan, such Lender shall first apply the proceeds of the advance it is then making to the repayment of the maturing advance under the Revolving Loan or portion thereof. (b) All payments by the Borrowers of the Obligations shall be made without deduction, defense, setoff or counterclaim and in same day funds. In its sole discretion, the Agent may deem interest to be paid and other payments (other than the principal balance of the Revolving Loan) to be paid by causing such amounts to be added to the principal balance of the Revolving Loan, all as set forth on the Agent's books and records. Each Borrower hereby authorizes and directs the Lenders, at the option of the Required Lenders, to make advances in the Revolving Loan by appropriate debits to the Loan Account for all such payments under the Financing Agreements. Unless otherwise directed by the Agent, all payments to the Lenders hereunder shall be made by delivery thereof to the Agent at its address set forth in SUBSECTION 10.12 or by delivery to the Agent for deposit in the Blocked Accounts of all proceeds of Accounts or other Collateral in accordance with SUBSECTION 3.5. If the Agent elects to bill the Borrowers for any amount due hereunder, such amount shaxx xe immediately due and payable with interest thereon as provided herein. Solely for the Company shall:purpose of calculating interest earned by each Lender with respect to the Revolving Loan, any check, draft or similar item of payment by or for the account of any Borrower delivered to the Agent or deposited in a Blocked Account in accordance with SUBSECTION 3.5 shall be applied by the Agent on account of such Borrower's Revolving Loan Obligations on the Business Day the Agent has received immediately available funds as a result of the deposit thereof in accordance with SUBSECTION 3.5. Immediately available funds received by the Agent after 2:00 p.m., (Chicago time), shall be deemed to have been received on the following Business Day. (i) give notification by telephone Unless the Borrower Representative or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (which notification shall be made on A) in the Borrowing Datecase of a Lender, may be made either before or after delivery such Lender's Pro Rata Share of the Advance Request referred to proceeds of an advance under the Revolving Loan or (B) in clause (ii) below and shall be subject to Section 3.5(b)) the case of the Borrowers, a payment of principal, interest, fees or other Obligations to the Administrative Agent for the account of the Lenders, that it does not intend to make such payment, the Advance Request Agent may assume that such payment has been or will made. The Agent may, but shall not be delivered to the Administrative Agent andobligated to, if not yet delivered, make the amount of such payment available to the Advanceintended recipient in reliance upon such assumption. If the Borrowers or such Lender, as the case may be, have not in fact made such payment to the Agent, the Applicable Tranche and recipient of such payment shall, on demand by the applicable currency that will be requested in such Advance Request (such telephone notificationAgent, the “Advance Request Confirmation”), (ii) deliver, by email prior repay to the Applicable Borrower Notice Deadline: (A) a notice to Agent the Administrative Agent amount so made available together with interest thereon in respect of each day during the period commencing on the date 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 amount was so made available 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) Agent until the date of the Agent recovers such Advance, which shall be amount at 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 rate per annum equal 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); and (6) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance to be made in U.S. Dollarspayment by a Lender, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with Federal Funds Rate for such day (as determined by the Administrative Agent Agent) or (y) in the case of an Advance payment by the Borrowers, the interest rate applicable to the relevant advance under the Revolving Loan. (ii) Nothing contained in this subsection 2.6(c) will be made in deemed to relieve a currency other than U.S. Dollars, Canadian Dollars, Euro Lender of its obligation to fulfill its Commitments or Sterling, shall be an account maintained with to prejudice any rights the Administrative Agent or another financial institution; and (B) the Borrowers may have against such Lender as a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form result of Exhibit I attached hereto detailing the Collateral pledged any default 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, andsuch Lender under this Agreement. (iii) give separate notification, If the Agent determines at any time that any amount received by telephone, the Agent under this Agreement must be returned to the Collateral Borrowers or paid to any other Person pursuant to any insolvency law or otherwise, then, notwithstanding any other term or condition of this Agreement, the Agent will not be required to distribute any portion thereof to any Lender. In addition, each Lender will repay to the Agent on demand any portion of such amount that the Collateral Notice Agent has been delivered distributed to such Lender. (iv) Without limiting the Collateral Agent. Concurrently withgenerality of the foregoing, or shortly following, or in lieu of, each Lender shall be obligated to fund its making an Advance Request in respect Pro Rata Share of Applicable Tranche any Revolving Loans, Loan made after any acceleration of 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 Revolving Loan 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 any draw 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”) Letter of Credit 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 methodsLender Guaranty therefor.

Method of Borrowing. (a) To request an Advance hereunderThe Company shall give the Agent notice (a "Notice of Borrowing") not later than 10:30 A.M. (New York City time) on (x) the date of each Base Rate Borrowing, (y) the Company shallsecond Domestic Business Day before each CD Borrowing and (z) 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 applicable 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, a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars)CD Rate or a Euro-Dollar Rate; and (6) the location and number of the Company’s account to which funds are to be disbursed, which (xiv) in the case of an Advance to be made in U.S. Dollarsa Fixed Rate Borrowing, Canadian Dollars, Euro or Sterling, shall be a deposit account 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 and such Notice of Borrowing shall not thereafter be revocable by the Company’s maintained . (c) Not later than 12:00 Noon (New York City time) on the date of each Borrowing, each Bank shall make available its ratable share of such Borrowing, in Federal or other funds immediately available in New York City, to the Agent at its address referred to in Section 9.1. Unless the Agent determines that any applicable condition specified in Article 3 has not been satisfied, the Agent will make the funds so received from the Banks available to the Company at the Agent's aforesaid address. (d) Unless the Agent shall have received notice from a Bank prior to the date of any Borrowing that such Bank will not make available to the Agent such Bank's share of such Borrowing, the Agent may assume that such Bank has made such share available to the Agent on the date of such Borrowing in accordance with subsection (c) of this Section and the Administrative Agent or may, in reliance upon such assumption, make available to the Company on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Agent, such Bank and the Company 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 to the Company until the date such amount is repaid to the Agent, at (yi) in the case of an Advance to be made in the Company, 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; and (B) a notice rate per annum equal 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 higher of the Company listed on an incumbency certificate Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.5 and (ii) in substantially the form case of Exhibit E heretosuch Bank, delivered the Federal Funds Rate. If such Bank shall repay to the Collateral Agent and the Collateral Monitoring Agentsuch corresponding amount, as updated such amount so repaid shall constitute such Bank's Loan included 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 such Borrowing for purposes 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 methodsthis Agreement.

Method of Borrowing. The obligation of the Company to repay the Revolving Loans shall be evidenced by promissory notes executed by the Company to each of the Banks in the form of EXHIBIT E attached hereto (a) To request an Advance hereunderas the same may be amended, modified, extended, renewed, supplemented, replaced and/or restated from time to time and at any time, the "Revolving Notes"). So long as no Event of Default or Unmatured Event of Default shall have occurred and be continuing and until the Revolving Loans Maturity Date, the Company shall: may borrow, repay (subject to the requirements of Section 2.06 of this Agreement) and reborrow under the Revolving Notes on any Banking Day, provided that Company shall not be entitled to receive and the Banks shall not be obligated to make any Advance: (i) give notification by telephone (which notification shall be made on the Borrowing Date, may be made either before at any time an Event of Default or after delivery an Unmatured Event of the Advance Request referred to in clause Default has occurred or is continuing; (ii) below and shall be subject to Section 3.5(b)) to if the Administrative Agent that the amount of such Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, would exceed the amount of the Advance, the Applicable Tranche and the applicable 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 Remaining Availability as 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 ; or (iii) if after making such Advance the aggregate principal balance of the Revolving Loans would exceed the Maximum Revolver Availability. Each Advance shall be a Business Day; (3) conditioned upon receipt by 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 Agent from the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars); and (6) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Application for Revolving Loans Advance to be made in U.S. Dollarsand an Officer's Certificate, Canadian Dollarsprovided that the Agent may, Euro or Sterlingat its discretion, shall be make a deposit account of disbursement upon the Company’s maintained with the Administrative Agent or (y) in the case of an 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; 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 oral request of the Company listed on made by an incumbency certificate (in substantially Authorized Officer, or upon a request transmitted to the Agent by telecopy or by any other form of Exhibit E heretowritten electronic communication (all such requests for Advances being hereafter referred to as "informal requests"). The Agent shall promptly give each Bank telephonic notice (confirmed in writing, delivered which may be by telecopy) of each Advance request. In so doing, the Agent may rely on any informal request which shall have been received by it in good faith from a Person reasonably believed to be an Authorized Officer. Each informal request shall be promptly confirmed by a duly executed Application for a Revolving Loans Advance and Officer's Certificate if the Collateral Agent so requires and shall in and of itself constitute the Collateral Monitoring Agent, as updated in writing by representation of the Company that no Event of Default or Unmatured Event of Default has occurred and is continuing or would result 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 anythat the requested Advance would not exceed the Remaining Availability then outstanding, with and that the proceeds made available making of the requested Advance would not cause the aggregate principal balance of the Revolving Loans to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c)exceed the Maximum Revolver Availability. For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank All borrowings and reborrowings and all payments shall be in addition toamounts of not less than Fifty Thousand Dollars ($50,000), and shall not relieve such Bank from its obligation to make Applicable Tranche except for payment of the entire aggregate principal balance of the Revolving Loans ratably and except for special prepayments of principal required under the terms of Section 2.06 of this Agreement. Upon receipt of an Application for a Revolving Loans Advance, or at the Agent's discretion upon receipt of an informal request for an Advance and upon compliance with any other conditions of lending stated in proportion Section 6.01 of this Agreement applicable to the Revolving Loans, the Agent shall disburse the amount of its Applicable Tranche Commitment. In the event requested Advance to the Company as provided in Section 2.02(c). Except as the Agent and the Banks may otherwise determine in their absolute discretion, no Advance will be made on the day the Agent receives the Application for a Revolving Loans Advance or informal request for Advance is unable received by the Agent unless such Application or request is received by the Agent prior to submit any such notices via email (due to operational difficulties or otherwise)12:00 noon, the Administrative Agent mayIndianapolis, to the extent commercially reasonable Indiana time. Advances by each Bank and following telephone notices payments by the Company requesting sameshall be recorded by each Bank on its books and records, agree and the principal amount outstanding from time to accept time, plus interest payable thereon, shall be determined by reference to the books and records of each Bank. The Banks' books and records shall be presumed prima facie to be correct as to such notices via other electronic delivery methodsmatters.

Method of Borrowing. (a) To request an Advance hereunder, the Company shall: (iRequests for borrowing pursuant to Section 2.2(b) give notification by telephone (which notification shall be made on the Borrowing Date, below may be made either before or after delivery by the Borrower no more frequently than monthly and may only be made with respect to the funding of Administrative Expenses for the period identified in the statement of projections of costs and cash flows delivered pursuant to Section 4.1(a) (which period shall in no event exceed one month) in respect of the Advance Request referred request for borrowing made pursuant to in clause Section 2.2(b). (iib) below With respect to each Loan made pursuant to Section 2.1 hereof, the Borrower shall have complied with Section 4.1 (a) with respect to such request and shall be subject give the Lender a written notice of borrowing notifying the Lender of its request to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or borrow hereunder which notice will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the applicable currency that will be requested in such Advance Request specify (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 Advancethe Loan, which date 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 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); and (6) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an 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 or (y) in the case of an 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; 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 a detailed description of 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 purposes 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 which the proceeds of the Applicable Tranche Revolving Loans timely made available Loan are to it be used. The notice of borrowing shall be written and shall be accompanied by a certificate of an Authorized Officer certifying that (i) the proceeds of the Loan are to fund be used solely for the requested Advance as provided Administrative Expenses described in Section 3.1(b)the notice, (ii) such Administrative Expenses are in accordance with and in furtherance of the Plan, (iii) no Bankruptcy Event has occurred, and second(iv) to the best of such Authorized Officer's knowledge, fund no breach of this Agreement (or any representation or warranty made in any notice or document delivered pursuant hereto or thereto) has occurred. (c) The Lender shall have the remaining portion right to accept or reject, in whole or in part, any request for borrowing based on the Lender's sole and absolute discretion. Nothing in this Agreement or any other document and no course of dealing shall be deemed to imply any limitation on the discretionary and demand nature of the requested Advance, if any, with Loans or to require that the proceeds made available Lender give any notice of or reason for declining from time 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 time to make Applicable Tranche Revolving Loans ratably in proportion any Loan. (d) If a Borrower gives the notice required by Section 2.2(b) with respect to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email Loan before 1:00 p.m. (due to operational difficulties or otherwiseEastern Time), the Administrative Agent mayLender will accept or reject that request, in whole or in part, and to the extent commercially reasonable and following telephone notices accepted, disburse the proceeds of the Loan to the Borrower in immediately available funds as soon as practicable thereafter. The Lender will disburse all Loans to the Borrower by deposit in an account to be maintained by the Company requesting same, agree to accept such notices via other electronic delivery methodsBorrower.

Method of Borrowing. (a) To request an Advance hereunder, the Company shall: (i) give notification 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 applicable Facility and the applicable currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by facsimile and by email prior (x) not later than 4:45 p.m. (New York City time) on any Business Day in the case of any Advance to be denominated in Dollars and (y) not later than 10:00 a.m. (London time) on any Business Day in the Applicable Borrower Notice Deadlinecase of any Advance to be denominated in an Alternative Currency: (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 I 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 the currency to be included in such Applicable TrancheAdvance, 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 whether such Advance is requestedrequested under the USD Credit Facility or the MC Credit Facility; (4) whether such Advance is requested as an Applicable Tranche a Revolving Loan or Applicable Tranche a 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); and; (6) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an 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 Agent; and (7) whether the requested Loans are being designated as Settlement Loans, as GFX Loans or (y) as CMECE Loans and, in the case of an Advance Settlement Loans, whether the Settlement Loans are being designated as Clearing Fund Pool Loans or Company Pool Loans for the purpose of calculations relating to be made in a currency other than U.S. Dollarsthe Borrowing Base and, Canadian Dollarsif the Settlement Loans are being designated as Clearing Fund Pool Loans, Euro or Sterlingspecifying the applicable Clearing Business, shall be an account maintained with the Administrative Agent or another financial institution; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I J attached hereto detailing the Collateral pledged by the Company to secure the requested Advance Loans (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 MC Swingline Loans shall also specify (1) the MC Banks being requested to act as an Applicable Tranche “MC Swingline Bank Bank” with respect to such Advance and make Applicable Tranche MC Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche MC Swingline Loans are being requested on the same day as any Applicable Tranche MC Revolving Loans, whether such Applicable Tranche MC Swingline Loans are to cover for any Applicable Tranche MC Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche MC Swingline Loan, an “Applicable Tranche MC Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche MC Revolving Loans. If any Applicable Tranche MC Swingline Loans being requested are Applicable Tranche MC Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche MC Revolving Loans timely made available to it to fund the requested MC Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested MC Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche MC Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche MC Swingline Loans by any Applicable Tranche MC Swingline Bank shall be in addition to, and shall not relieve such MC Bank from its obligation to make Applicable Tranche MC Revolving Loans ratably in proportion to the amount of of, its Applicable Tranche MC 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 hereunderThe Borrower shall give the Agent notice in writing ("Notice of Borrowing") not later than 11:00 a.m. (Singapore time) on the third Business Day (in the case of a Borrowing under the Tranche A Facility) or the second Business Day (in the case of a Borrowing under the Tranche B Facility) before each Borrowing, 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 applicable 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, Date which shall be a Business Day; (3ii) the Applicable Tranche under purpose for which the proceeds of such Advance is requestedBorrowing are to be applied; (4iii) whether the amount of such Advance is requested Borrowing, which shall not exceed the aggregate of the Unutilized Tranche A Commitments, or as the case may be, the Unutilized Tranche B Commitments of the Lenders and otherwise be an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loanamount which conforms to the terms of this Agreement; (5iv) the currency duration of the Loans initial Interest Period applicable 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)such Borrowing; and (6v) the location and number account of the Company’s account to recipient into which funds the proceeds of such Borrowing are to be disbursed, which paid. Each Notice of Borrowing shall be irrevocable and shall: (x1) in the case of an Advance a Borrowing under the Tranche A Facility which is to be made used by the Borrower for payment or reimbursement of payment of Vessel construction costs to KFL, be substantially in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent or form set out in Annex A hereto; (y2) in the case of an Advance a Borrowing under the Tranche A Facility which is to be made used by the Borrower for payment of OFE and other related Vessel construction and supervision costs (not being costs which are payable to KFL), be substantially 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 institutionform of Annex B hereto; and (B3) in the case of a notice Borrowing under the Tranche B Facility, be substantially in the form set out in Annex C hereto. (b) In the case of a Borrowing under the Tranche A Facility which is to be used by the Borrower for payment or reimbursement of payment of Vessel construction costs to KFL, the Notice of Borrowing shall not be effective or valid for any purpose unless it is accompanied by copies of invoices issued by KFL or other certificates of any other Person as are or were required to be submitted under the terms of the Platform Construction Agreement for payment thereunder, which, in each case, shall be in form and substance acceptable to the Collateral Agent Agent. The Borrower also unconditionally and Collateral Monitoring Agent irrevocably agrees that the proceeds of each such Borrowing shall be paid by the Lenders directly to KFL against the delivery of the documents referred to above and at no time shall the proceeds of any such Borrowing be paid to the Borrower or to the Operating Account unless such proceeds are to be paid to the Borrower for reimbursement of payment of Vessel construction costs previously made by the Borrower to KFL pursuant to advances made by the Promoter and satisfactory evidence thereof has been provided to the Agent. (c) In the case of a Borrowing under the Tranche A Facility which is to be used by the Borrower for the payment or reimbursement of payment of OFE and other related Vessel construction and supervision costs (not being costs payable to KFL), the Notice of Borrowing shall not be effective or valid for any purpose unless (i) it is accompanied by a certificate issued by the Chief Financial Officer of the Borrower 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 (set out 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 Annex G (1) specifying in detail the Banks being requested description and value of OFE and other related Vessel construction and supervision costs which are to act as an Applicable Tranche Swingline Bank with respect to be paid for from the proceeds of such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, Borrowing and (2) if certifying that a minimum amount of twenty million Dollars (U.S. $20,000,000) from the Members' Contributions has been utilized by the Borrower exclusively towards payment of Vessel construction costs to KFL and/or payment of OFE and other related Vessel construction and supervision costs and (ii) the aggregate amount of such Applicable Borrowing and other Borrowings previously made hereunder for such purpose do not exceed twenty million Dollars (U.S. $20,000,000). The proceeds of each such Borrowing shall be paid into the Operating Account in the first instance but the Borrower shall be entitled to withdraw the proceeds thereafter for the purpose set forth in the Notice of Borrowing. (d) In the case of a Borrowing under the 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 LoansB Facility, the Administrative Agent shall first, use Borrower irrevocably and unconditionally agrees that the proceeds of such Borrowing shall be paid directly to the Applicable Tranche Revolving Loans timely made available to it to fund Agent (for the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion account of the requested Advance, if any, Lenders) and applied by the Agent towards payment of interest or fees then due and payable under this Agreement. The Borrower hereby authorizes and instructs the Agent to apply each such Borrowing hereunder in accordance with the proceeds made available to it in respect terms of one or more Applicable Tranche Covering Swingline Loans, subject to this Section 3.1(c2.3(d). 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 hereunderThe Borrower shall give the Agent notice (a "Notice of Borrowing"), which shall be substantially in the Company shallform of Exhibit D-1, prior to 12:00 P.M. (Noon) on the same day for a Base Rate Borrowing, and prior to 9:00 A.M. at least two (2) Business Days prior to each Euro-Dollar 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 applicable 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 principal amount of such Advance is requested;Borrowing, (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); and (6) the location and number of the Company’s account to which funds are to be disbursed, which (xiv) in the case of an Advance to be made in U.S. Dollarsa Euro-Dollar Borrowing, Canadian Dollars, Euro or Sterling, shall be a deposit account the duration of the Company’s maintained with Interest Period applicable thereto, subject to the Administrative 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 and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (c) Not later than 2:00 P.M. 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 Dollars immediately available in New York, New York, to the Agent at its address referred to in Section 9.01. Unless any applicable condition specified in Article III has not been satisfied or waived, the Agent will make the funds so received from the Banks available to the Borrower at the Agent's aforesaid address not later than 4:30 P.M. on the date of any relevant 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, (yi) in the case of an Advance to be made in a currency other Base Rate Borrowing, no later than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution; 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 1:30 P.M. on the same day as such Base Rate Borrowing and (ii) in the case of any Applicable Tranche Revolving Loansother type of Syndicated Borrowing, whether no later than 4:00 P.M. on the Business Day before the date of a Syndicated Borrowing, stating that such Applicable Tranche Swingline Loans are Bank will not make a Loan in connection with such Syndicated Borrowing, the Agent shall, in relation to cover the Banks, be entitled to assume that such Bank will make a 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 Borrower for the account of such Bank. If the Agent makes any Applicable Tranche Revolving Loans not made such Bank's ratable share of 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 upon prior notice to the Borrower), use 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 reasonably and in good faith 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 Syndicated Loan hereunder on a day on which the 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 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, as the case may be. (e) Notwithstanding anything to the contrary contained in this Agreement, including, without limitation Section 2.01 and secondSection 2.03, fund no 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 AdvanceSyndicated Loans comprising such Syndicated Borrowing are to be Base Rate Loans or Euro-Dollar Loans, if any, such Syndicated Loans shall be made as Base Rate Loans. If the 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 made available of a new Syndicated Borrowing, and the 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, including, without limitation, Section 2.01 and Section 2.03, 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 ten (10) Euro-Dollar Borrowings and/or Money Market 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 Whenever Borrower desires to request an Advance hereunder, the Company shall: an Authorized Officer shall deliver to Lender written notice of such proposed Advance (ian "Advance Request"), each such notice to be given prior to 12:00 noon (Orlando time) give notification by telephone (which notification shall be made on the Borrowing Datedate of such proposed Advance. An Advance Request, may be made either before or after delivery among other things, shall specify the amount of the Advance Request referred to in clause being requested (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that if the Advance Request has been is made via MBMS Net, as defined below, or will be delivered to the Administrative Agent and, if not yet deliveredother electronic transmission as permitted herein, the amount of the Advance may be determined by Lender by application of the applicable Advance Rate Amount to the schedule of specific Eligible Mortgage Loans provided by Borrower supporting the requested Advance, which determination shall be binding upon Borrower absent manifest error), the Applicable Tranche specific Eligible Mortgage Loans that support the Advance and the applicable currency that will be requested in such Type of Advance. Each 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 shall be irrevocable and shall be in substantially the form of Exhibit H attached hereto B-1 for all Advances, appropriately completed for the Type of ----------- Advance requested, unless made via MBMS Net or other electronic transmission as permitted herein, in which case, Borrower shall deliver to Lender written confirmation of such electronic transmission (an “a "Confirmation of Electronic -------------------------- Advance Request”"), which Advance Request shall such confirmation to be executed by an officer given prior to 12:00 noon (Orlando --------------- time) on the Banking Day immediately succeeding the date of the Company listed on an incumbency certificate (such electronic transmission and to be in substantially the form of Exhibit E heretoB-2; provided, delivered to however, Lender may ----------- -------- ------- change the Administrative Agent, as updated in writing by the Company form of Advance Request from time to time) time or require a different form for Advances of a particular Type; and further provided, however, that such Advance Request, unless otherwise directed by -------- ------- Lender, may be made via e-mail, facsimile transmission or the Mortgage Banking System Network ("MBMS Net"), and Lender shall be entitled to rely thereon without any requirement for subsequent delivery by Borrower to Lender of the original executed Advance Request in the form of Exhibit B-1, unless requested ----------- by Lender. If the Advance Request is made via MBMS Net or other electronic transmission as permitted herein, Borrower, by downloading same to Lender, shall be deemed to have made in respect thereto such reaffirmations, covenants, agreements and certifications to Lender with regard to the specific Eligible Mortgage Loans supporting the requested Advance as are set forth in the form of Advance Request attached hereto as Exhibit B-1. With regard to each Advance, ----------- Borrower shall deliver or cause to be delivered to Lender all of the Administrative Agent’s Office applicable for such Applicable TrancheRequired Documents referenced in Section 4.3 and, and shall specify:if requested by Lender at any time, all of the Additional Required Documents referenced in said Section. (1b) Without in any way limiting Borrower's obligation to deliver to Lender a copy of any written Advance Request, Lender may act without liability upon the aggregate amount basis of any electronic or telephonic Advance Request believed by Lender in good faith to be from an Authorized Officer prior to receipt of the requested Advance;Confirmation of Electronic Advance Request or written confirmation, as the case may be. In each such case, Borrower hereby waives the right to dispute or hold Lender in any way responsible for any errors or omissions in any electronic Advance Request or in Lender's record of the terms of such telephonic notice, as the case may be. An Authorized Officer shall promptly confirm in writing any Advance Request given by electronic transmission as required by subsection (a) above or by telephone, as the case may be. (2c) The interest rate applicable to each Advance shall be based on the LIBOR Rate or the Prime Rate then applicable to Advances under that Type of Advance pursuant to Section 2.5 hereof. (d) By delivering an Advance Request to Lender hereunder, Borrower shall be deemed to have represented and warranted that all of the representations and warranties of Borrower contained in Article V hereof are true and correct with the same force and effect as if made on the date of such Advance, which shall be a Business Day;Advance Request and that no Potential Default or Event of Default has occurred and is continuing. (3e) 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); and (6) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an 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 or (y) in the case of an 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; 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 notificationFurther, 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 delivering an Advance Request to Lender in respect accordance with subsection (a) above, Borrower shall be deemed to represent and warrant to Lender at and as of Applicable Tranche Revolving Loans, the Company may also make an date of such 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 that 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 Mortgage 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 each of the Applicable Tranche Revolving Loans timely made available statements set forth in the definition of Eligible Conforming Mortgage Loan, Eligible Wet Mortgage Loan, Eligible Gestation Mortgage Loan or Eligible Repurchased Mortgage Loan. as the case may be, is true and correct. (f) Lender reserves the right in its discretion to it review and reduce the Advance Rate Amount any time with respect to fund any particular Advance, to require additional Collateral or to require payment by Borrower to reduce the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion outstanding principal amount of the requested Advance, if any, with the proceeds made available to it Obligations 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 sale or collateralization of any Mortgage Loan is unable to submit any such notices via email (due to operational difficulties not consummated on or otherwise), before the Administrative Agent may, to date of sale recited in the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsapplicable Investor Commitment.