Common use of Method of Borrowing Clause in Contracts

Method of Borrowing. (i) Upon receipt of a Request for Advance by the Lender not later than 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing (provided, however, with respect to the proposed borrowing to be made on the Effective Date, the Authority shall only be required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lender, subject to the terms and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in an amount equal to the amount of the requested borrowing. Notwithstanding the foregoing, in the event such Request for Advance is received by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) in accordance with written instructions provided by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct any such nonconforming Request for Advance, if, and to the extent that the Authority is entitled (without regard to the provisions of this sentence) and able to do so.

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

Method of Borrowing. (ia) Upon receipt Borrower shall give Lender oral or written notice (a “Notice of a Request for Advance Borrowing”) by the Lender not later than 11:00 10:00 a.m. New York time (St. Louis time) on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing (provided, however, with respect to the proposed borrowing each Base Rate Loan to be made on to Borrower, and by 10:00 a.m. (St. Louis time) at least three (3) LIBOR Banking Days before each LIBOR Loan to be made to Borrower, specifying: (i) the Effective Datedate of such Loan, which shall be a Business Day during the Revolving Credit Period in the case of a Base Rate Loan and a LIBOR Banking Day during the Revolving Credit Period in the case of a LIBOR Loan, (ii) the aggregate principal amount of such Loan, (iii) whether such Loan is to be a Base Rate Loan or a LIBOR Loan, and (iv) in the case of a LIBOR Loan, the Authority shall only be required to provide duration of the Lender the Request for Advance two New York Banking Days prior initial Interest Period applicable thereto, subject to the Effective Date), the Lender, subject provisions of Section 2.04. (b) A Notice of Borrowing shall not be revocable by Borrower. (c) Subject to the terms and conditions of this Agreement, provided that Lender has received the Notice of Borrowing, Lender shall be (unless Lender determines that any applicable condition specified in Section 3 has not been satisfied) make the applicable Loan to Borrower by crediting the amount of such Loan to a demand deposit account of Borrower at Lender specified by Borrower (or such other account mutually agreed upon in writing between Lender and Borrower) not later than 2:30 p.m. (St. Louis time) on the Business Day specified in said Notice of Borrowing. (d) If Lender makes a new Loan under this Agreement on a day on which Borrower is required to or has elected to repay all or any part of an outstanding Loan, Lender shall apply the proceeds of its new Loan to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in repayment and only an amount equal to the difference (if any) between the amount of being borrowed and the requested borrowing. Notwithstanding the foregoing, in the event such Request for Advance is received by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance amount being repaid shall be made available by Lender to Borrower. (e) Borrower hereby irrevocably authorizes Lender to rely on telephonic, facsimile, or written instructions of any individual identifying himself or herself as one of the Lender by wire transfer of immediately available funds individuals listed on Schedule 2.02 attached hereto (or any other individual from time to the Trustee (time authorized to act on behalf of the Authority) in accordance with written instructions provided Borrower pursuant to a document signed by the AuthorityChairman of the Board of Borrower and certified by the Secretary of Borrower and delivered to Lender) with respect to any request to make a Loan or a repayment under this Agreement, and on any signature that Lender reasonably believes to be genuine, and Borrower shall be bound thereby in the same manner as if such individual were actually authorized or such signature were genuine. IfBorrower also hereby agrees to defend and indemnify Lender and hold Lender harmless from and against any and all claims, after examinationdemands, the Lender shall have determined that a Request for Advance does not conform damages, liabilities, losses and reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) relating to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not or arising out of or in accordance connection with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct any such nonconforming Request acceptance of instructions for Advance, if, and to the extent that the Authority is entitled (without regard to the provisions of making Loans or repayments under this sentence) and able to do soAgreement.

Method of Borrowing. (a) In order to make a borrowing of Revolving Loans (other than (i) Upon receipt borrowings of Swingline Loans, which shall be made pursuant to Section 2.02(c), (ii) borrowings for the purpose of repaying Refunded Swingline Loans, which shall be made pursuant to Section 2.02(d), (iii) borrowings for the purpose of paying unpaid Reimbursement Obligations, which shall be made pursuant to Section 3, and (iv) borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.04), Borrower shall give notice (each, a “Notice of Borrowing”) substantially the form of Exhibit B-1 to the Administrative Agent by 11:00 a.m. (Charlotte time) on the Business Day of each Base Rate Loan to be made to Borrower, and by 11:00 a.m. (Charlotte time) at least three (3) Business Days before each LIBOR Loan to be made to Borrower, specifying: (i) the date of such Revolving Loan, which shall be a Business Day during the Revolving Credit Period; (ii) the aggregate principal amount of such Revolving Loan; (iii) the initial Type of the Loan, provided that if Borrower shall have failed to designate the Type of such Loan, Borrower shall be deemed to have requested a borrowing comprised of Base Rate Loans; and (iv) in the case of a Request for Advance LIBOR Loan, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, provided that if Borrower shall have failed to select the duration of the applicable Interest Period, then Borrower shall be deemed to have selected an Interest Period with a duration of one month. (b) Not later than 2:00 p.m. (Charlotte time) on the date of each Revolving Loan, each Bank shall (except as provided in subsection (g) of this Section) make available its Pro Rata Share of such Revolving Loan, in Dollars and in funds immediately available to the Administrative Agent at its address specified in Schedule 9.04. The Administrative Agent will make the funds so received from the Banks available to Borrower immediately thereafter at the Administrative Agent’s aforesaid address by crediting such funds to the deposit account specified by Borrower on the Account Designation Letter (or such other account mutually agreed upon in writing between the Administrative Agent and Borrower). The Administrative Agent shall not be required to make any amount available to Borrower hereunder except to the extent the Administrative Agent shall have received such amounts from the Banks as set forth herein, provided, however, that unless the Administrative Agent shall have been notified by a Bank prior to the time a Loan is to be made hereunder that such Bank does not intend to make its Pro Rata Share of such Loan available to the Administrative Agent, the Administrative Agent may assume that such Bank has made such Pro Rata Share available to the Administrative Agent prior to such time, and the Administrative Agent may in reliance upon such assumption, but shall not be required to, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Bank and the Administrative Agent has made such amount available to Borrower, the applicable Bank and Borrower severally agree to pay to the Administrative Agent forthwith and on demand such corresponding amount, together with interest thereon in respect of each day during the period from and including the date such amount was made available to Borrower to but excluding the date the Administrative Agent recovers such amount at (i) in the case of a payment to be made by such Bank, the greater of the Fed Funds Rate and a rate determined by the Lender Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the Adjusted Base Rate. (c) In order to make a borrowing of a Swingline Loan, Borrower will give the Administrative Agent and the Swingline Bank written notice not later than 11:00 a.m. New York time a.m., Charlotte time, on the Business Day which is three New York Banking Days immediately prior to date of such borrowing. Each such notice (each, a “Notice of Swingline Borrowing”) substantially the day form of Exhibit B-2, shall be irrevocable and shall specify (i) the principal amount of the proposed borrowing (provided, however, with respect to the proposed borrowing Swingline Loan to be made on the Effective Datepursuant to such borrowing (which shall not be less than $100,000 and, the Authority shall only be required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lender, subject to the terms and conditions of this Agreementif greater, shall be required to make in an Advance by 4:00 p.m. New York time on such day integral multiple of $100,000 in excess thereof (or, if less, in the amount of the proposed borrowing for Unutilized Swingline Commitment)) and (ii) the account date of such Swingline Loan, which shall be a Business Day during the Revolving Credit Period, but not later than the Swingline Maturity Date. Not later than 2:00 p.m., Charlotte time, on the date of the Authority in Swingline Loan, the Swingline Bank will make available an amount equal to the amount of the requested borrowing. Notwithstanding the foregoingsuch Swingline Loan, in Dollars and in funds immediately available in Charlotte, North Carolina to the event Administrative Agent. To the extent the Swingline Bank has made such Request for Advance is amount available to the Administrative Agent as provided hereinabove, the Administrative Agent will make such amount available to Borrower in like funds as received by the Lender after Administrative Agent. (d) With respect to any outstanding Swingline Loans, the Swingline Bank may at any time (whether or not an Event of Default has occurred and is continuing) in its sole and absolute discretion, and is hereby authorized and empowered by Borrower to, cause a borrowing of Revolving Loans to be made for the purpose of repaying such Swingline Loans by delivering to the Administrative Agent (if the Administrative Agent is not also the Swingline Bank) and each other Bank (on behalf of, and with a copy to, Borrower), not later than 11:00 a.m. New York time a.m., Charlotte time, on the Business Day proposed date of such Revolving Loan, a notice (which is three New York Banking Days immediately prior shall be deemed to be a Notice of Borrowing given by Borrower) requesting the Banks to make Revolving Loans (which shall be made initially as Base Rate Loans) on such date in an aggregate amount equal to the day amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date such notice is given that the Swingline Bank requests to be repaid. Not later than 2:00 p.m., Charlotte time, on the requested date of such Revolving Loans, each Bank (other than the Swingline Bank) will make available its Pro Rata Share of such Revolving Loan, in Dollars and in funds immediately available to the Administrative Agent. To the extent the Banks have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Bank in like funds as received by the Administrative Agent, which shall apply such amounts in repayment of the proposed borrowingRefunded Swingline Loans. Notwithstanding any provision of this Agreement to the contrary, on the date of such Loan, the Lender Refunded Swingline Loans (including the Swingline Bank’s Pro Rata Share thereof, in its capacity as a Bank) shall be deemed to be repaid with the proceeds of the Revolving Loans made as provided above (including a Revolving Loan deemed to have been made by the Swingline Bank), and such Refunded Swingline Loans deemed to be so repaid shall no longer be outstanding as Swingline Loans but shall be outstanding as Revolving Loans. If any portion of any such amount repaid (or deemed to be repaid) to the Swingline Bank shall be recovered by or on behalf of Borrower from the Swingline Bank in any bankruptcy, insolvency or similar proceeding or otherwise, the loss of the amount so recovered shall be shared ratably among all the Banks based on each Bank’s Pro Rata Share. (e) If, as a result of any bankruptcy, insolvency or similar proceeding with respect to Borrower, Revolving Loans are not made pursuant to Section 2.02(d) in an amount sufficient to repay any amounts owed to the Swingline Bank in respect of any outstanding Swingline Loans, or if the Swingline Bank is otherwise precluded for any reason from giving a notice on behalf of Borrower as provided for hereinabove, the Swingline Bank shall be deemed to have sold without recourse, representation or warranty, and each Bank shall be deemed to have purchased and hereby agrees to purchase, a participation in such outstanding Swingline Loans in an amount equal to its Pro Rata Share at such time of the unpaid amount thereof together with accrued interest thereon. Upon one (1) Business Day’s prior notice from the Swingline Bank, each Bank (other than the Swingline Bank) will make available its Pro Rata Share of such Revolving Loan, in Dollars and in funds immediately available in Charlotte, North Carolina to the Administrative Agent. To the extent the Banks have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Bank in like funds as received by the Administrative Agent. In the event any such Bank fails to make available to the Administrative Agent the amount of such Bank’s participation as provided in this Section 2.02(e), the Swingline Bank shall be entitled to recover such amount on demand from such Bank, together with interest thereon for each day from the date such amount is required to make be made available for the related Advance by 4:00 p.m. New York time on account of the fourth New York Banking Day after Swingline Bank until the date such amount is made available to the Swingline Bank at the Fed Funds Rate for the first three (3) Business Days and thereafter at the Adjusted Base Rate applicable to Revolving Loans. Promptly following its receipt of any payment by or on behalf of Borrower in respect of a Swingline Loan, the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered Swingline Bank will pay to each Bank that has acquired a participation therein such Bank’s Pro Rata Share of such payment. (f) Notwithstanding any provision of this Agreement to the Lender by facsimile or e-mail transmission contrary, the obligation of each Bank (with other than the duly executed Request Swingline Bank) to make Revolving Loans for Advance attached thereto as a “pdf” (portable document formatthe purpose of repaying any Refunded Swingline Loans pursuant to Section 2.02(d) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of each such original is not a condition to the LenderBank’s obligation to honor purchase a Request for Advance. Pursuant participation in any unpaid Swingline Loans pursuant to Section 3.3 hereof2.02(e) shall be absolute and unconditional and shall not be affected by any circumstance or event whatsoever, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right that such Bank may have against the Swingline Bank, the Lender Administrative Agent, Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default, (iii) the failure of the amount of such borrowing of Revolving Loans to meet the minimum borrowing amount specified in Section 2.01(a), or (iv) the failure of any conditions set forth in Section 4.02 or elsewhere herein to be satisfied. (g) The obligations of the Banks hereunder to make Loans, to fund participations in Letters of Credit and Swingline Loans and to make payments pursuant to Section 9.03(c) are several and not joint. The failure of any Bank to make any Loan, to fund any such participation or to make any such payment on any date shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior not relieve any other Bank of its corresponding obligation, if any, hereunder to the related Advance Date. Each Advance do so on such date, but no Bank shall be made by responsible for the Lender by wire transfer failure of immediately available funds any other Bank to so make its Loan, purchase its participation or to make any such payment required hereunder. (h) Each Bank may, at its option, make and maintain any Loan at, to or for the Trustee (on behalf account of any of its Lending Offices, provided that any exercise of such option shall not affect the Authority) in accordance with written instructions provided by obligation of Borrower to repay such Loan to or for the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not account of such Bank in accordance with the terms of this Agreement. (i) Borrower hereby irrevocably authorizes the Administrative Agent to rely on telephonic, telegraphic, telecopy, telex or written instructions of any person identifying himself or herself as one of the individuals listed on Schedule 2.02 attached hereto (or any other individual from time to time authorized to act on behalf of Borrower pursuant to a resolution adopted by the Board of Directors of Borrower and conditions hereof certified by the Secretary of Borrower and stating delivered to the reasons therefor. The Authority may attempt Administrative Agent) (the “Authorized Individuals”) with respect to correct any such nonconforming Request for Advance, ifrequest to make a Loan or a repayment hereunder, and on any signature which the Administrative Agent believes to be genuine, and Borrower shall be bound thereby in the same manner as if such individual were actually authorized or such signature were genuine; provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed on an Account Designation Letter. Borrower may at any time deliver to the extent that Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. Borrower also hereby agrees to defend and indemnify the Authority is entitled 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 (including, without regard limitation, reasonable attorneys’ fees and expenses) relating to or arising out of or in connection with the provisions acceptance of instructions for making Loans or repayments under this sentence) and able to do soAgreement.

Method of Borrowing. (a) To request an Advance hereunder, the Company shall: (i) Upon receipt of a Request for Advance give notification by the Lender not later than 11:00 a.m. New York time on the Business Day telephone (which is three New York Banking Days immediately prior to the day of the proposed borrowing (provided, however, with respect to the proposed borrowing to notification shall be made on the Effective Borrowing Date, may be made either before or after delivery of the Authority Advance Request referred to in clause (ii) below and shall only be required subject to provide Section 3.5(b)) to the Lender Administrative Agent that the Advance Request for 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 two New York Banking Days Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Effective DateApplicable 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 LenderCompany 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 terms and conditions avoidance of this Agreementdoubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be required in addition to, and shall not relieve such Bank from its obligation to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority Applicable Tranche Revolving Loans ratably in an amount equal proportion to the amount of the requested borrowingits Applicable Tranche Commitment. Notwithstanding the foregoing, in In the event the Company is unable to submit any such Request for Advance is received by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior notices via email (due to the day of the proposed borrowingoperational difficulties or otherwise), the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message)Administrative Agent may, with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) in accordance with written instructions provided by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct any such nonconforming Request for Advance, if, and to the extent that commercially reasonable and following telephone notices by the Authority is entitled (without regard Company requesting same, agree to the provisions of this sentence) and able to do soaccept such notices via other electronic delivery methods.

Method of Borrowing. (a) In order to request any Borrowing hereunder, Borrower shall hand deliver or telecopy to Administrative Agent a duly completed Request for Borrowing (i) prior to 10:00 a.m. (Central time) at least one (1) Business Day before the Borrowing Date of a proposed Adjusted Base Rate Borrowing, and (ii) prior to 10:00 a.m. (Central time) at least three (3) Eurodollar Business Days before the Borrowing Date of a proposed Eurodollar Borrowing. Each such Request for Borrowing shall be substantially in the form of Exhibit B hereto, and shall specify: (A) whether such Borrowing is to be an Adjusted Base Rate Borrowing or a Eurodollar Borrowing; (B) the Borrowing Date of such Borrowing, which shall be a Business Day in the case of an Adjusted Base Rate Borrowing, or a Eurodollar Business Day in the case of a Eurodollar Borrowing; (C) the aggregate amount of such Borrowing; (D) in the case of a Eurodollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period; (E) the Outstanding Revolving Credit exposure on the date thereof; and (F) the pro forma Outstanding Revolving Credit exposure (giving effect to the requested Borrowing). (b) Upon receipt of a Request for Advance by the Lender not later than 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day Borrowing described in Section 2.2(a), Administrative Agent shall promptly notify each Bank (as applicable) of the proposed borrowing (provided, however, with respect to the proposed borrowing to be made on the Effective Date, the Authority shall only be required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lender, subject to the terms contents thereof and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in an amount equal to the amount of the requested borrowing. Notwithstanding the foregoingBorrowing to be loaned by such Bank pursuant thereto, in the event and such Request for Advance is received Borrowing shall not thereafter be revocable by the Lender after 11:00 a.m. New York time Borrower. (c) Not later than 12:00 noon (Central time) on the Business Day which is three New York Banking Days date of each Borrowing, each Bank shall make available its Commitment Percentage of such Borrowing, in funds immediately prior available to the day of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative Administrative Agent at its address set forth on Schedule 1 hereto. Unless Administrative Agent determines that any applicable condition specified in Section 6.2 has not been satisfied, Administrative Agent will make the Authorized Representative Certificate and may be delivered funds so received from Banks available to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the LenderBorrower at Administrative Agent’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) in accordance with written instructions provided by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct any such nonconforming Request for Advance, if, and to the extent that the Authority is entitled (without regard to the provisions of this sentence) and able to do soaforesaid address.

Method of Borrowing. (a) In order to request any Borrowing hereunder, Borrower shall hand deliver or telecopy to Administrative Agent a duly completed Request for Borrowing (i) prior to 10:00 a.m. (Central time) on the Borrowing Date of a proposed Adjusted Base Rate Borrowing, and (ii) prior to 11:00 a.m. (Central time) at least three (3) U.S. Government Securities Business Days before the Borrowing Date of a proposed SOFR Borrowing. Each such Request for Borrowing shall be substantially in the form of Exhibit B hereto, and shall specify: (A) whether such Borrowing is to be an Adjusted Base Rate Borrowing or a SOFR Borrowing; (B) the Borrowing Date of such Borrowing, which shall be a Business Day; (C) the aggregate amount of such Borrowing; (D) in the case of a SOFR Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period; (E) the Outstanding Revolving Credit exposure on the date thereof; and (F) the pro forma Outstanding Revolving Credit exposure (giving effect to the requested Borrowing). Each Request for Borrowing shall constitute a representation by Borrower that the amount of the requested Borrowing shall not cause the total Outstanding Revolving Credit to exceed the Total Commitment (i.e., the least of (x) the Aggregate Maximum Credit Amounts, (y) the then effective Borrowing Base and (z) the then effective Aggregate Elected Commitment Amount). (b) Upon receipt of a Request for Advance by the Lender not later than 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day Borrowing described in Section 2.2(a), Administrative Agent shall promptly notify each Bank (as applicable) of the proposed borrowing (provided, however, with respect to the proposed borrowing to be made on the Effective Date, the Authority shall only be required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lender, subject to the terms contents thereof and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in an amount equal to the amount of the requested borrowing. Notwithstanding the foregoingBorrowing to be loaned by such Bank pursuant thereto, in the event and such Request for Advance is received Borrowing shall not thereafter be revocable by the Lender after 11:00 a.m. New York time Borrower. (c) Not later than 12:00 p.m. (Central time) on the Business Day which is three New York Banking Days date of each Borrowing, each Bank shall make available its Applicable Percentage of such Borrowing, in funds immediately prior available to the day of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative Administrative Agent at its address set forth on Schedule 1 hereto. Unless Administrative Agent determines that any applicable condition specified in Section 6.2 has not been satisfied, Administrative Agent will make the Authorized Representative Certificate and may be delivered funds so received from Banks available to the Lender Borrower at Administrative Agent’s aforesaid address or, if requested by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message)Borrower, with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available such funds to the Trustee (on behalf of the Authority) in accordance with written instructions provided as specified by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct any such nonconforming Request for Advance, if, and to the extent that the Authority is entitled (without regard to the provisions of this sentence) and able to do soBorrower.

Method of Borrowing. (a) Each Borrowing shall be made on a Business Day, upon notice from the Borrower to the Administrative Agent, given (i) Upon receipt in the case of a Request for Advance by the Lender Borrowing that is a Base Rate Advance, not later than 11:00 a.m. New York time A.M. on the date of the proposed Borrowing and (ii) in the case of a Borrowing that is a Eurodollar Rate Advance, not later than 11:00 A.M. on the third Business Day which is three New York Banking Days immediately prior to the day date of the proposed borrowing Borrowing. Each such notice of a Borrowing (provideda “Notice of Borrowing”) by the Borrower shall be in substantially the form of Exhibit A, howeverspecifying therein the requested (A) date of such Borrowing, with respect to the proposed borrowing (B) Type of Advance to be made on in connection with such Borrowing, (C) aggregate amount of such Borrowing and (D) in the Effective Datecase of a Borrowing comprising Eurodollar Rate Advances, the Authority initial Interest Period for each such Advance. The Administrative Agent shall only be required give notice to provide the each Lender the Request for Advance two New York Banking Days prior promptly upon receipt of each Notice of Borrowing pursuant to the Effective Datethis Section 2.02(a), the contents thereof and each such Lender’s Pro Rata Share of any Borrowing to be made pursuant thereto. Each Lender shall, subject before 1:00 P.M. on the date of such Borrowing, make available to the terms and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing Administrative Agent for the account of the Authority Borrower in same day funds, the proceeds of such Borrowing. Such Borrowing will then be made available to the Borrower by the Administrative Agent by crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in 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 be 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, the Borrower shall indemnify the applicable Lender against any loss, cost or expense incurred by such Lender as a result of any failure of the Borrower to fulfill on or before the date specified in such Notice of Borrowing for such Advances, the applicable conditions set forth in Article III, including any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the 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) shall be in an aggregate principal amount equal to of $5,000,000 or any multiple of $1,000,000 in excess thereof (except that any such Borrowing may be in the aggregate amount of the requested borrowing. Notwithstanding the foregoing, in the event unutilized Commitment on such Request for Advance is received by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail messagedate), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) in accordance with written instructions provided by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct any such nonconforming Request for Advance, if, and to the extent that the Authority is entitled (without regard to the provisions of this sentence) and able to do so.

Method of Borrowing. (ia) Upon receipt In order to make a borrowing of Loans (other than borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.04), the Borrower shall give notice (each, a Request for Advance “Notice of Borrowing”) substantially in the form of Exhibit B-1 to the Administrative Agent by the Lender not later than 11:00 a.m. (New York time time) on the Business Day which is three of each Base Rate Loan to be made to the Borrower, and by 11:00 a.m. (New York Banking time) at least three (3) Business Days immediately prior before each LIBOR Loan to be made to the day 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 proposed Loan, provided that if the Borrower shall have failed to designate the Type of such Loan, the Borrower shall be deemed to have requested a borrowing comprised of Base Rate Loans; and (iv) in the case of a LIBOR Loan, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, provided that if 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 at its address specified in Schedule 9.04. The Administrative Agent will make the funds so received from the Banks available to the 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 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, with respect that unless the Administrative Agent shall have been notified by a Bank prior to the proposed borrowing time a Loan is to be made on hereunder that such Bank does not intend to make its Pro Rata Share of such Loan available to the Effective DateAdministrative Agent, the Authority Administrative Agent may assume that such Bank has made such Pro Rata Share available to the Administrative Agent prior to such time, and the Administrative Agent may in reliance upon such assumption, but shall only not be required to provide the Lender the Request for Advance two New York Banking Days prior to, make available to the Effective Date)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 Lender, subject applicable Bank and the Borrower severally agree to pay to the terms Administrative Agent forthwith and conditions on demand such corresponding amount, together with interest thereon in respect of this Agreementeach 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 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 required responsible for the failure of any other Bank to so make its Loan or to make an Advance by 4:00 p.m. New York time on any such day of the proposed borrowing 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 Authority in an amount equal to the amount obligation of the requested borrowing. Notwithstanding Borrower to repay such Loan to or for the foregoing, in the event such Request for Advance is received by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt account of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) in accordance with written instructions provided by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not 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 authorized to act on behalf of the Borrower pursuant to a resolution adopted by the Board of Directors of the Borrower and conditions hereof certified by the Secretary of the Borrower and stating delivered to the reasons thereforAdministrative Agent) (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 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 Authority Borrower may attempt at any time deliver to correct the Administrative Agent an Account Designation Letter listing any such nonconforming Request 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 (including, without limitation, reasonable attorneys’ fees and expenses) relating to or arising out of or in connection with the acceptance of instructions for Advance, if, 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 foregoing to the extent that resulting from the Authority is entitled (without regard Administrative Agent’s or such Bank’s own fraud, gross negligence or willful misconduct or, pursuant to a claim initiated by the provisions Borrower, a breach in bad faith by the Administrative Agent or such Bank of this sentence) and able to do soits obligations hereunder, in each case as determined by a final non-appealable judgment of a court of competent jurisdiction.

Method of Borrowing. (a) The Borrower shall give the Administrative Agent notice substantially in the form of Exhibit E (a "Notice of Borrowing") not later than 11:00 A.M. (New York City time) on (x) the Domestic Business Day before each Base Rate Borrowing and (y) the third Euro-Dollar Business Day before each Euro-Dollar Borrowing (or, if the duration of the initial Interest Period applicable to such Borrowing is requested to be twelve months, the fifth Euro-Dollar Business Day before such Euro-Dollar Borrowing), specifying: (i) 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 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 eight Groups of Euro-Dollar Loans shall be outstanding hereunder at any one time, and any Borrowing which would exceed such limitation shall be made as a Base Rate Borrowing. (b) Upon receipt of a Request for Advance 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 Lender not Borrower. (c) Not later than 11:00 a.m. 1:00 P.M. (New York time City time) on the Business Day which is three 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 Banking Days immediately 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 Administrative Agent will 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 day date of the proposed borrowing (provided, however, with respect any Borrowing that such Bank will not make available to the proposed borrowing to be made on the Effective Date, the Authority shall only be Administrative Agent such Bank's share of such Borrowing as required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lender, subject to by the terms and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on the Administrative Agent may assume that such day of the proposed borrowing for the account of the Authority in an amount equal Bank has made such share available to the amount of the requested borrowing. Notwithstanding the foregoing, in the event such Request for Advance is received by the Lender after 11:00 a.m. New York time Administrative Agent on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt date of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) Borrowing in accordance with written instructions provided by subsection (c) of this Section and the Authority. IfAdministrative Agent may, after examinationin reliance upon such assumption, the Lender shall have determined that a Request for Advance does not conform make available to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons thereforBorrower on such date a corresponding amount. The Authority may attempt to correct any such nonconforming Request for Advance, if, If and to the extent that the Authority is entitled (without regard such Bank shall not have so made such share available to the provisions 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 the Federal Funds Rate; provided that the Administrative Agent shall not demand repayment from the Borrower unless it shall have first demanded repayment from such Bank and such Bank shall have failed to repay. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of this sentenceAgreement. (e) and able Nothing in subsection (d) shall be deemed to do sorelieve any Bank from its obligation to fulfill its Commitment hereunder to make Loans or to prejudice any right which the Borrower may have against any defaulting Bank.

Method of Borrowing. (a) Borrower shall give the Agent notice (a "Notice of Borrowing"), in the form attached hereto as Exhibit A, not later than 12:00 noon (St. Louis time) on (i) Upon receipt of a Request for Advance by the Lender not later than 11:00 a.m. New York time on with respect to Base Rate Loans, the Business Day of each Borrowing consisting of a Base Rate Loan and (ii) with respect to LIBOR Loans, the second LIBOR Business Day before each Borrowing consisting of a LIBOR Loan, specifying: (1) the date of such Borrowing, which is three New York Banking Days immediately prior to shall be a Business Day in the day case of a Borrowing consisting of a Base Rate Loan or a LIBOR Business Day in the case of a Borrowing consisting of a LIBOR Loan; (2) the Class and Type of the proposed borrowing (providedLoans comprising such Borrowing, however, provided that with respect to the proposed borrowing to be made on the Effective Dateinitial Credit Event hereunder, the Authority shall only be required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lender, subject to the terms and conditions of this Agreement, all Loans shall be required to make an Advance by 4:00 p.m. New York time on Base Rate Loans; (3) the aggregate amount of such day Borrowing and of each Loan comprising such Borrowing; and (4) the proposed borrowing for the deposit account of the Authority Agent's Domestic Lending Office into which such Borrowing is requested to be deposited; and (5) in an amount equal to the amount case of a LIBOR Rate Borrowing, the duration of the requested borrowingInterest Period applicable thereto. Notwithstanding the foregoing, Borrower's right to designate any Loan as a LIBOR Loan shall be subject to the restrictions referred to in Section 2.5(c). (b) By 1:00 P.M. (St. Louis time) on the date of receipt of a Notice of Borrowing, the Agent shall notify each Bank of the contents thereof and of such Bank's ratable share of such Borrowing. Such Notice of Borrowing shall not be revocable by Borrower. (c) Not later than 2:00 P.M. (St. Louis time) on the date of each Borrowing, each Bank shall make available its ratable share of such Borrowing, in immediately available funds, to the Agent at the account number of the Agent set forth in Annex A. Unless the Agent determines that any applicable condition precedent has not been satisfied, the Agent will make the funds so received from each Bank available to Borrower in its deposit account designated in the applicable Notice of Borrowing. (d) Unless the Agent has received notice from a Bank, prior to any proposed Borrowing, that such Bank does not intend to fund its Loan requested to be made on such date, the Agent may assume that such Bank has funded its Loan and is depositing the proceeds thereof with the Agent on such date, and the Agent in its sole discretion may, but shall not be obligated to, disburse a corresponding amount to Borrower on such date. If Loan proceeds corresponding to that amount are not in fact deposited with the Agent by such Bank on or prior to the financing date of such Loan, such Bank agrees to pay, and in the event such Request for Advance is received by Bank fails to immediately pay, Borrower agrees to repay, to the Lender after 11:00 a.m. New York time Agent forthwith on demand such corresponding amount, together with interest on the Business Day which balance thereof from time to time outstanding for each day from the date such amount is three New York Banking Days immediately prior disbursed to Borrower until the date such amount is paid or repaid to the day Agent, (i) in the case of Borrower, at the proposed borrowinginterest rate applicable to such Borrowing, and (ii) in the Lender case of such Bank, at the Federal Funds Rate. If such Bank shall pay to the Agent such corresponding (e) All Borrowings made hereunder shall be required to make the related Advance disbursed by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered credit to the Lender deposit account maintained by facsimile or e-mail transmission (with Borrower at the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to Agent's Domestic Lending Office that is designated in the e-mail message), with receipt immediately confirmed telephonically and an original version applicable Notice of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) in accordance with written instructions provided by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct any such nonconforming Request for Advance, if, and to the extent that the Authority is entitled (without regard to the provisions of this sentence) and able to do soBorrowing.

Method of Borrowing. (ia) Upon receipt Borrower shall give notice (a “Notice of a Request for Advance by the Lender not later than 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing (provided, however, with respect to the proposed borrowing to be made on the Effective Date, the Authority shall only be required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lender, subject to the terms and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in an amount equal to the amount of the requested borrowing. Notwithstanding the foregoing, in the event such Request for Advance is received by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered Revolving Credit Borrowing”) to the Lender by facsimile 10:00 a.m. (St. Louis time) on the Domestic Business Day of each Revolving Credit Loan to be made to Borrower, specifying: (i) the date of such Revolving Credit Loan, which shall be a Domestic Business Day; and (ii) the aggregate principal amount of such Revolving Credit Loan. Such Notice of Revolving Credit Borrowing may be delivered by fax or e-mail transmission mail, or by telephone. (with b) A Notice of Revolving Credit Borrowing shall not be revocable by Borrower. (c) Not later than 2:00 p.m. (St. Louis time) on the duly executed Request for Advance attached thereto as a “pdf” (portable document format) date of each Revolving Credit Loan, Lender shall make available such Revolving Credit Loan, in Federal or other replicating image attached funds immediately available in St. Louis, Missouri, to the e-mail message)Borrower by crediting such funds to a demand deposit account of Borrower at Lender. (d) Borrower hereby irrevocably authorizes Lender to rely on telephonic, with receipt immediately confirmed telephonically and an original version telegraphic, telecopy, telex or written instructions of any person identifying himself or herself as one of the Request for Advance promptly individuals listed on Schedule 2.02 attached hereto (or any other individual from time to time authorized to act on behalf of Borrower pursuant to a resolution adopted by the Board of Directors of Borrower and certified by the Secretary of Borrower and delivered to the Lender postage prepaidLender) (each, U.S. mail; provided that the receipt of such original is not an “Authorized Person”) with respect to any request to make a condition to the Lender’s obligation to honor Revolving Credit Loan or a Request for Advance. Pursuant to Section 3.3 hereofrepayment hereunder, and on any signature which the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior believes to the related Advance Date. Each Advance be genuine, and Borrower shall be made by bound thereby in the same manner as if such individual were actually indemnify the Lender by wire transfer of immediately available funds and to the Trustee (on behalf of the Authority) in accordance with written instructions provided by the Authority. If, after examination, hold the Lender shall have determined that a Request for Advance does not conform harmless from and against any and all claims, demands, damages, liabilities, losses, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) relating to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not or arising out of or in accordance connection with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct acceptance of instructions purportedly given by any such nonconforming Request Authorized Person for Advance, if, and to the extent that the Authority is entitled (without regard to the provisions of this sentence) and able to do somaking Revolving Credit Loans or repayments hereunder.

Method of Borrowing. (a) Each Borrowing shall be made on a Business Day, upon notice from the Borrower to the Administrative Agent, given (i) Upon receipt in the case of a Request for Advance by Borrowing that is a Base Rate Advance, not later than 1:00 P.M. on the Lender date of the proposed Borrowing and (ii) in the case of a Borrowing that is a Eurodollar Rate Advance, not later than 11:00 a.m. New York time A.M. on the third Business Day which is three New York Banking Days immediately prior to the day date of the proposed borrowing Borrowing. Each such notice of a Borrowing (provideda “Notice of Borrowing”) by the Borrower shall be in substantially the form of Exhibit A, howeverspecifying therein the requested (A) date of such Borrowing, (B) Type of Advance to be made in connection with such Borrowing, (C) aggregate amount of such Borrowing and (D) in the case of 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 pursuant thereto. Each Lender shall, before 1:00 P.M. on the date of such Borrowing (or 3:00 P.M. on the date of such Borrowing with respect to the proposed borrowing to be made on the Effective DateBase Rate Advances), the Authority shall only be required to provide the Lender the Request for Advance two New York Banking Days prior make available to the Effective Date), the Lender, subject to the terms and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing Administrative Agent for the account of the Authority Borrower in same day funds, the proceeds of such Borrowing. Such Borrowing will then be made available to the Borrower by the Administrative Agent by crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in 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 be 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, the Borrower shall indemnify the applicable Lender against any loss, cost or expense incurred by such Lender as a result of any failure of the Borrower to fulfill on or before the date specified in such Notice of Borrowing for such Advances, the applicable conditions set forth in Article III, including any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the 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) shall be in an aggregate principal amount equal to of $5,000,000 or any multiple of $1,000,000 in excess thereof (except that any such Borrowing may be in the aggregate amount of the requested borrowing. Notwithstanding the foregoing, in the event unutilized Commitment on such Request for Advance is received by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail messagedate), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) in accordance with written instructions provided by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct any such nonconforming Request for Advance, if, and to the extent that the Authority is entitled (without regard to the provisions of this sentence) and able to do so.

Method of Borrowing. (a) The Borrower shall give the Agent notice (a “Notice of Borrowing”), which shall be substantially in the form 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) the date of such Borrowing, which shall be a Business Day, (ii) the aggregate principal amount of such Borrowing, (iii) whether the Syndicated Loans comprising such Borrowing are to be Base Rate Loans or Euro-Dollar Loans, and (iv) in the case of a Euro-Dollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (b) Upon receipt of a Request for Advance 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 Lender 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 11:00 a.m. New York time 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, (i) in the case of a Base Rate Borrowing, no later than 1:30 P.M. on the same day as such Base Rate Borrowing and (ii) in the case of any other type of Syndicated Borrowing, no later than 4:00 P.M. on the Business Day which is three New York Banking Days immediately prior before the date of a Syndicated Borrowing, stating that such Bank will not make a Loan in connection with such Syndicated Borrowing, the Agent shall, in relation to the day 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 such Bank’s ratable share of a Borrowing available to the Borrower, the Agent shall promptly notify (which notice may be telephonic) the Borrower of the proposed borrowing identity of the Bank for whom such funds were advanced and the amount of such advance. The Agent shall promptly notify (provided, however, which notice may be telephonic) the Borrower of the details of any notice received from any Bank stating that any such Bank does not intend to make its ratable share of funds available in connection with respect any relevant Borrowing. If the Agent makes such Bank’s ratable share available to the proposed borrowing 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 Borrower maintained with the Agent upon prior notice to the Borrower), 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 difference (if any) between the amount being borrowed and the amount of such Refunding Loan shall be made available by such Bank to the Agent as provided in paragraph (c) of this Section, or remitted by the Borrower to the Agent as provided in Section 2.12, as the case may be. (e) Notwithstanding anything to the contrary contained in this Agreement, 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 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 Borrower is otherwise entitled under this Agreement to repay any Syndicated Loans maturing at the end of an Interest Period applicable thereto with the proceeds of a new Syndicated Borrowing, and the Borrower fails to repay such Syndicated Loans using its own moneys and fails to give a Notice of Borrowing in connection with such new Syndicated Borrowing, a new Syndicated Borrowing shall be deemed to be made on the Effective Date, the Authority shall only be required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lender, subject to the terms and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on date such day of the proposed borrowing for the account of the Authority Syndicated Loans mature in an amount equal to the principal amount of the requested borrowing. Syndicated Loans so maturing, and the Syndicated Loans comprising such new Syndicated Borrowing shall be Base Rate Loans. (g) Notwithstanding the foregoing, in the event such Request for Advance is received by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior anything to the day of the proposed borrowingcontrary contained herein, the Lender including, without limitation, Section 2.01, there shall not be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or emore than ten (10) Euro-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) in accordance with written instructions provided by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct Dollar Borrowings outstanding at any such nonconforming Request for Advance, if, and to the extent that the Authority is entitled (without regard to the provisions of this sentence) and able to do sogiven time.

Method of Borrowing. (ia) Upon receipt of a Request Requests for Advance borrowing pursuant to Section 2.2(b) below may be made by the Lender not later Borrowers no more frequently than 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing (provided, however, weekly and may only be made with respect to the proposed funding of the 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 no event exceed two weeks) in respect of the request for borrowing made pursuant to Section 2.2(b). (b) 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 give the Lender a written notice of borrowing notifying the Lender of its request to borrow hereunder which notice will specify (i) the date of the Loan, which date shall be a Business Day, (ii) the principal amount of the Loan and (iii) a detailed description of the purposes for which the proceeds of the Loan are to 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 be used solely for the purposes described in the notice, (ii) such purposes are in accordance with and in furtherance of the Plan, (iii) no Bankruptcy Event has occurred, and (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, in whole or in part, any request for borrowing based on the Effective DateLender's determination that the Borrowers are not reasonably complying with, and making reasonable progress with respect to, the Authority 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 only be required deemed to provide imply any limitation on the discretionary and demand nature of the Loans or to require that the Lender give any notice of or reason for declining from time to time to make any Loan. (d) If a Borrower gives the Request for Advance two New York Banking Days prior notice required by Section 2.2(b) with respect to the Effective Dateany Loan before 1:00 p.m. (Eastern Time), the Lender, subject to the terms and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in an amount equal to the amount of the requested borrowing. Notwithstanding the foregoingLender will accept or reject that request, in the event such Request for Advance is received by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile whole or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) in accordance with written instructions provided by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct any such nonconforming Request for Advance, ifpart, and to the extent that accepted, disburse the Authority is entitled (without regard proceeds of the Loan to the provisions 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 the date of this sentence) and able receipt of such notice. The Lender will disburse all Loans to do sothe Borrowers by deposit in the Concentration Account.

Method of Borrowing. (a) To request an Advance hereunder, the Company shall: (i) Upon receipt of a Request for Advance give notification by the Lender not later than 11:00 a.m. New York time on the Business Day telephone (which is three New York Banking Days immediately prior to the day of the proposed borrowing (provided, however, with respect to the proposed borrowing to notification shall be made on the Effective Borrowing Date, may be made either before or after delivery of the Authority Advance Request referred to in clause (ii) below and shall only be required subject to provide Section 3.5(b)) to the Lender Administrative Agent that the Advance Request for 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 two New York Banking Days Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by facsimile and by email prior to the Effective DateApplicable 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 delivered to the LenderAdministrative 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); (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 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 delivered to the Collateral 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 terms and conditions avoidance of this Agreementdoubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be required in addition to, and shall not relieve such Bank from its obligation to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority Applicable Tranche Revolving Loans ratably in an amount equal proportion to the amount of the requested borrowingits Applicable Tranche Commitment. Notwithstanding the foregoing, in In the event the Company is unable to submit any such Request for Advance is received by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior notices via facsimile (due to the day of the proposed borrowingoperational difficulties or otherwise), the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message)Administrative Agent may, with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) in accordance with written instructions provided by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct any such nonconforming Request for Advance, if, and to the extent that commercially reasonable and following telephone notices by the Authority is entitled (without regard Company requesting same, agree to the provisions of this sentence) and able to do soaccept such notices via other electronic delivery methods.

Method of Borrowing. (a) Borrower shall give notice (a "Notice of Borrowing") to the Agent by 11:30 a.m. (St. Louis time) on the Domestic Business Day of each Floating Rate Loan, and by 11:30 a.m. (St. Louis Time) at least three (3) Eurodollar Business Days before each LIBOR Loan, specifying: (i) the date of such Revolving Credit Loan, which shall be a Domestic Business Day in the case of a Floating Rate Loan and a Eurodollar Business Day in the case of a LIBOR Loan, (ii) the aggregate principal amount of such Revolving Credit Loan, (iii) whether such Revolving Credit Loan is to be a Floating Rate Loan or a LIBOR Loan, (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. (b) Upon receipt of a Request for Advance Notice of Borrowing given to it, the Agent shall notify each Bank by 12:30 p.m. (St. Louis time) on the date of receipt of such Notice of Borrowing by the Lender Agent (which must be a Domestic Business Day) of the contents thereof and of such Bank's Pro Rata Share of such Revolving Credit Loan. A Notice of Borrowing shall not later than 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior be revocable by Borrower. The Agent shall not be required to make any amount available to Borrower hereunder except to the day of extent the proposed borrowing (Agent shall have received such amounts from the Banks as set forth herein; provided, however, with respect that unless the Agent shall have been notified by a Bank prior to the proposed borrowing time a Revolving Credit Loan is to be made hereunder that such Bank does not intend to make its Pro Rata Share of such Revolving Credit Loan available to the Agent, the Agent may assume that such Bank has made such Pro Rata Share available to the Agent prior to such time, and the Agent may in reliance upon such assumption make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Bank and the Agent has made such amount available to Borrower, the Agent shall be entitled to receive such amount from such Bank forthwith upon its demand, together with interest thereon in respect of each day during the period commencing on the Effective Datedate such amount was made available to Borrower and ending on but excluding the date the Agent recovers such amount from such Bank at a rate per annum equal to the Fed Funds Base Rate. (c) Not later than 2:00 p.m. (St. Louis time) on the date of each Revolving Credit Loan, each Bank shall (except as provided in subsection (d) of this Section) make available its Pro Rata Share of such Revolving Credit Loan, in Federal or other funds immediately available in St. Louis, Missouri, to the Agent at its address specified in or pursuant to Section 9.07. Unless the Agent determines that any applicable condition specified in Section 4 has not been satisfied, the Authority shall only Agent will make the funds so received from the Banks available to Borrower immediately thereafter at the Agent's aforesaid address by crediting such funds to Borrower's Account No. 100-1665965 at Mercantile (or such other account of B▇▇▇▇▇▇▇ at Mercantile as may from time to time be mutually agreed upon in writing between the Agent and Borrower). (d) If any Bank makes a new Revolving Credit Loan hereunder on a day on which Borrower is required to provide or has elected to repay all or any part of an outstanding Revolving Credit Loan from such Bank, such Bank shall apply the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lender, subject to the terms and conditions proceeds of this Agreement, shall be required its new Revolving Credit Loan to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in repayment and only an amount equal to the difference (if any) between the amount of being borrowed and the requested borrowing. Notwithstanding the foregoing, in the event such Request for Advance is received by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance amount being repaid shall be made available by the Lender by wire transfer of immediately available funds such Bank to the Trustee Agent as provided in subsection (c) of this Section, or remitted by Borrower to the Agent as provided in Section 2.09, as the case may be. (e) Borrower hereby authorizes the Agent to rely on behalf telephonic, telegraphic, telecopy, telex or written instructions of any individual identifying himself or herself as an individual authorized to request a Revolving Credit Loan hereunder or to make a repayment hereunder, and on any signature which the Agent in good faith believes to be genuine, and Borrower shall be bound thereby in the same manner as if such individual was actually authorized or such signature were genuine. Borrower also hereby agrees to indemnify the Agent and each of the AuthorityBanks and to hold the Agent and each of the Banks harmless from and against any and all claims, demands, damages, liabilities, losses, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) relating to or arising out of or in accordance with written instructions provided by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance connection with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct any such nonconforming Request acceptance of instructions for Advance, if, and to the extent that the Authority is entitled (without regard to the provisions of this sentence) and able to do somaking Revolving Credit Loans or repayments hereunder.

Method of Borrowing. (a) The Borrower shall give the Administrative Agent notice (a “Notice of Borrowing”), which shall be substantially in the form approved by the Administrative Agent and separately provided to the Borrower, prior to 12:00 p.m. (New York City time) on the same day for a Base Rate Borrowing, prior to 11:00 a.m. (New York City time) at least two (2) U.S. Government Securities Business Days prior to each Term SOFR Borrowing and, if applicable pursuant to this Agreement, prior to 11:00 a.m. (New York City time) at least five (5) U.S. Government Securities Business Days prior to each Daily Simple SOFR Borrowing. Each Notice of Borrowing shall be signed by any authorized officer of the Borrower and shall specify: (i) the date of the applicable Borrowing, which shall be a Business Day; (ii) the aggregate principal amount of such Borrowing; (iii) whether the Loans comprising such Borrowing are to be Base Rate Loans, Term SOFR Loans or, if applicable pursuant to this Agreement, Daily Simple SOFR Loans; (iv) in the case of a Term SOFR Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period; and (v) the location and number of the Borrower’s account to which funds are to be disbursed. (b) Upon receipt of a Request for Advance 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 Lender Borrower. (c) Not later than 2:00 p.m. (New York City time) on the date of each Borrowing, each Bank shall (except as provided in paragraph (d) of this Section) make available its ratable share of such Borrowing in Dollars immediately available in New York, New York, to the Administrative Agent at such account of the Administrative Agent as shall be specified by it for such purpose from time to time. The Administrative Agent will make the funds so received by it from the Banks available to the Borrower, at the account of the Borrower specified in the applicable Notice of Borrowing, not later than 11:00 a.m. 4:30 p.m. (New York time City time) on the Business Day which is three New York Banking Days immediately date of any relevant Borrowing. Unless the Administrative Agent receives notice from a Bank, prior to the day date of any Borrowing, stating that such Bank will not make a Loan in connection with such Borrowing, the Administrative Agent shall, in relation to the Banks, be entitled to assume that such Bank will make a Loan in connection with such 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 Borrowing to the Borrower for the account of such Bank. If the Administrative Agent makes any such Bank’s ratable share of a Borrowing available to the Borrower, the Administrative Agent shall promptly notify (which notice may be telephonic) the Borrower of the proposed borrowing identity of the Bank for whom such funds were advanced and the amount of such advance. The Administrative Agent shall promptly notify (providedwhich notice may be telephonic) the Borrower of the details of any notice received from any Bank stating that any such Bank does not intend to make its ratable share of funds available in connection with any relevant Borrowing. If the Administrative Agent makes such Bank’s ratable share available to the Borrower and such Bank does not in fact make its ratable share of such Borrowing available on such date and has not given notice to the Administrative Agent as provided above of such intention, howeverthe Administrative Agent shall be entitled to recover such Bank’s ratable share from such Bank or the Borrower (and for such purpose shall be entitled to charge such amount to any account of the Borrower maintained with the Administrative Agent upon prior notice to the Borrower), together with interest thereon for each day during the period from the date of such Borrowing until such sum shall be paid in full at a rate per annum equal to (i) in the case of a payment to be made by such Bank, the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to such Borrowing; 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 Administrative Agent does not exercise its option to advance funds for the account of such Bank, it shall forthwith notify the Borrower of such decision. (d) If any Bank makes a new Loan hereunder on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment as a Refunding Loan and only an amount equal to the difference (if any) between the amount being borrowed and the amount of such Refunding Loan shall be made available by such Bank to the Administrative Agent as provided in paragraph (c) of this Section, or remitted by the Borrower to the Administrative Agent as provided in Section 2.12, as the case may be. (e) In the event that a Notice of Borrowing fails to specify whether the Loans comprising the requested Borrowing are to be Base Rate Loans or Term SOFR Loans (or, if applicable pursuant to this Agreement, Daily Simple SOFR Loans), such Loans shall be made as Base Rate Loans. In the event that a Notice of Borrowing requesting a Term SOFR Borrowing fails to specify the Interest Period with respect to such Borrowing, the proposed borrowing Borrower shall be deemed to have selected an Interest Period of one month’s duration. If the Borrower is otherwise entitled under this Agreement to repay any Loans maturing at the end of an Interest Period applicable thereto with the proceeds of a new Borrowing, and the Borrower fails to repay such Loans using its own moneys and fails to give a Notice of Borrowing in connection with such new Borrowing, a new Borrowing shall be deemed to be made on the Effective Date, the Authority shall only be required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lender, subject to the terms and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on date such day of the proposed borrowing for the account of the Authority Loans mature in an amount equal to the principal amount of the requested borrowing. Loans so maturing, and the Loans comprising such new Borrowing shall be Base Rate Loans. (f) Notwithstanding the foregoing, in the event such Request for Advance is received by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior anything to the day of the proposed borrowingcontrary contained herein, the Lender including, without limitation, Section 2.01, there shall not be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission more than ten (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format10) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) in accordance with written instructions provided by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct Term SOFR Borrowings and/or Daily Simple SOFR Borrowings outstanding at any such nonconforming Request for Advance, if, and to the extent that the Authority is entitled (without regard to the provisions of this sentence) and able to do sogiven time.

Method of Borrowing. (a) Each Borrowing shall be made on a Business Day, upon notice from the Borrower to the Administrative Agent, given (i) Upon receipt in the case of a Request for Advance by Borrowing that is a Base Rate Advance, not later than 10:00 A.M. (New York City time) on the Lender date of the proposed Borrowing and (ii) in the case of a Borrowing that is a Eurodollar Rate Advance, not later than 11:00 a.m. A.M. (New York time City time) on the third Business Day which is three New York Banking Days immediately prior to the day date of the proposed borrowing Borrowing. Each such notice of a Borrowing (provideda “Notice of Borrowing”) by the Borrower shall be in substantially the form of Exhibit A hereto, howeverspecifying therein the requested (A) date of such Borrowing, with respect to the proposed borrowing (B) Type of Advance to be made on in connection with such Borrowing, (C) aggregate amount of such Borrowing and (D) in the Effective Datecase of a Borrowing comprising Eurodollar Rate Advances, the Authority initial Interest Period for each such Advance. The Administrative Agent shall only be required give notice to provide the each Lender the Request for Advance two New York Banking Days prior promptly upon receipt of each Notice of Borrowing pursuant to the Effective Datethis Section 2.02(a), the contents thereof and each such Lender’s Pro Rata Share of any Borrowing to be made pursuant thereto. Each Lender shall, subject before 1:00 P.M. (New York City time) on the date of such Borrowing in the case of Eurodollar Rate Advances, and 3:00 P.M. (New York City time) on the date of such Borrowing in the case of Base Rate Advances, make available to the terms and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing Administrative Agent for the account of the Authority Borrower in same day funds, the proceeds of such Borrowing. Such Borrowing will then be made available to the Borrower by the Administrative Agent by crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in 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 be 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, the Borrower shall indemnify the applicable Lender against any loss, cost or expense incurred by such Leader as a result of any failure of the Borrower to fulfill on or before the date specified in such Notice of Borrowing for such Advances, the applicable conditions set forth in Article III, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the 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) shall be in an aggregate principal amount equal to of $5,000,000 or any multiple of $1,000,000 in excess thereof (except that any such Borrowing may be in the aggregate amount of the requested borrowing. Notwithstanding the foregoing, in the event unutilized Commitment on such Request for Advance is received by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail messagedate), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) in accordance with written instructions provided by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct any such nonconforming Request for Advance, if, and to the extent that the Authority is entitled (without regard to the provisions of this sentence) and able to do so.

Method of Borrowing. (a) The 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 fifth Euro-Dollar Business Day before such Euro-Dollar Borrowing), specifying: (i) 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 would exceed such limitation shall be made as a Base Rate Borrowing. (b) Upon receipt of a Request for Advance 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 Lender not Borrower. (c) Not later than 11:00 a.m. 1:00 P.M. (New York time City time) on the Business Day which is three 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 Banking Days immediately 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 Administrative Agent will 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 day date of the proposed borrowing (provided, however, with respect any Borrowing that such Bank will not make available to the proposed borrowing to be made on the Effective Date, the Authority shall only be Administrative Agent such Bank's share of such Borrowing as required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lender, subject to by the terms and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on the Administrative Agent may assume that such day of the proposed borrowing for the account of the Authority in an amount equal Bank has made such share available to the amount of the requested borrowing. Notwithstanding the foregoing, in the event such Request for Advance is received by the Lender after 11:00 a.m. New York time Administrative Agent on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt date of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) Borrowing in accordance with written instructions provided by subsection (c) of this Section and the Authority. IfAdministrative Agent may, after examinationin reliance upon such assumption, the Lender shall have determined that a Request for Advance does not conform make available to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons thereforBorrower on such date a corresponding amount. The Authority may attempt to correct any such nonconforming Request for Advance, if, If and to the extent that the Authority is entitled (without regard such Bank shall not have so made such share available to the provisions 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 the Federal Funds Rate; provided that the Administrative Agent shall not demand repayment from the Borrower unless it shall have first demanded repayment from such Bank and such Bank shall have failed to repay. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of this sentenceAgreement. (e) and able Nothing in subsection (d) shall be deemed to do sorelieve any Bank from its obligation to fulfill its Commitments hereunder to make Loans or to prejudice any right which the Borrower may have against any defaulting Bank.

Method of Borrowing. (ia) Upon receipt In order to make a borrowing of Loans (other than borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.04), the Borrower shall give notice (a Request for Advance “Notice of Borrowing”) substantially in the form of Exhibit B-1 to the Administrative Agent by the Lender not later than 11:00 a.m. (New York time time) on the Business Day which is three of each Base Rate Loan to be made to the Borrower, and by 11:00 a.m. (New York Banking time) at least three (3) Business Days immediately prior before each Term SOFR Loan to be made to the day 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 proposed Loan, provided that if the Borrower shall have failed to designate the Type of such Loan, the Borrower shall be 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 at its address specified in Schedule 9.04. The Administrative Agent will make the funds so received from the Banks available to the 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 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, with respect that unless the Administrative Agent shall have been notified by a Bank prior to the proposed borrowing time a Loan is to be made on hereunder that such Bank does not intend to make its Pro Rata Share of such Loan available to the Effective DateAdministrative Agent, the Authority Administrative Agent may assume that such Bank has made such Pro Rata Share available to the Administrative Agent prior to such time, and the Administrative Agent may in reliance upon such assumption, but shall only not be required to provide the Lender the Request for Advance two New York Banking Days prior to, make available to the Effective Date)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 Lender, subject applicable Bank and the Borrower severally agree to pay to the terms Administrative Agent forthwith and conditions on demand such corresponding amount, together with interest thereon in respect of this Agreementeach 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 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 required responsible for the failure of any other Bank to so make its Loan or to make an Advance by 4:00 p.m. New York time on any such day of the proposed borrowing 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 Authority in an amount equal to the amount obligation of the requested borrowing. Notwithstanding Borrower to repay such Loan to or for the foregoing, in the event such Request for Advance is received by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt account of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) in accordance with written instructions provided by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not 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 authorized to act on behalf of the Borrower pursuant to a resolution adopted by the Board of Directors of the Borrower and conditions hereof certified by the Secretary of the Borrower and stating delivered to the reasons thereforAdministrative Agent) (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 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 Authority Borrower may attempt at any time deliver to correct the Administrative Agent an Account Designation Letter listing any such nonconforming Request 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 (including, without limitation, reasonable attorneys’ fees and expenses) relating to or arising out of or in connection with the acceptance of instructions for Advance, if, 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 foregoing to the extent that resulting from the Authority is entitled (without regard to Administrative Agent’s or such Bank’s own fraud, gross negligence or willful misconduct or a material breach in bad faith by the provisions Administrative Agent or such Bank of this sentence) and able to do soits obligations hereunder, in each case as determined by a final non-appealable judgment of a court of competent jurisdiction.

Method of Borrowing. (a) To request an Advance hereunder, the Company shall (i) Upon receipt give notification, by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of a the Advance Request for 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 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 Lender Advance Request Confirmation shall have been made prior to the Advance Notice, by facsimile or email), not later than 11:00 a.m. 4:45 p.m. (New York time City time) on any Business Day, (A) a notice to the Administrative Agent of such request for Revolving Loans or Swingline Loans in substantially the form of Exhibit I attached hereto (an “Advance Request”), which Advance Request shall be delivered to the Investment Bank Loan Operations – North America department of the Administrative Agent and shall specify 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 in substantially the form of Exhibit J attached hereto detailing the Collateral pledged by the Company to secure the requested Loans (a “Collateral Notice”), which Collateral Notice shall be delivered to the Investment Bank Loan Operations – North America and Treasury & Securities Services – Wall Street Support departments of the Collateral Agent, 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 Revolving Loans, the Company may also make an Advance Request in respect of Swingline Loans. An Advance Request in respect of Swingline Loans shall specify the Swingline Banks being requested to make Swingline Loans and the respective amounts thereof and, if such Swingline Loans are being requested on the same day as any Revolving Loans, whether such Swingline Loans are to cover for any Revolving Loans not made available to the Administrative Agent in a timely manner (any such Swingline Loan, a “Covering Swingline Loan”) or are simply being requested in addition to such Revolving Loans. If any Swingline Loans being requested are Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the 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 Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Swingline Loans by any Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Revolving Loans ratably in proportion to the amount of, its Commitment. (b) Immediately following the earlier of an Advance Request Confirmation or the delivery of an Advance Request in accordance with Section 3.1(a), the Administrative Agent shall 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 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 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 in immediately available funds the requested Advance (or, if such Collateral Pool is not then sufficient to collateralize the requested Advance as required hereby, the portion thereof that is so collateralized by such Collateral 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 which is three New York Banking Days immediately prior to the day of the proposed borrowing such notice (providedincluding, howeverwithout 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 proposed borrowing applicable Clearing Fund Collateral Pool); upon the posting of such additional Collateral to be made on the Effective Dateapplicable Collateral Pool, the Authority Administrative Agent shall only be required to provide the Lender the Request for Advance two New York Banking Days prior make available to the Effective Date), the Lender, subject to the terms and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in an amount equal to the Company a corresponding amount of the requested borrowing. Notwithstanding the foregoing, in the event such Request for Advance is received funds deposited by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) Banks in accordance with written instructions 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 Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform Banks to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not Banks ratably in accordance with the terms 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 conditions hereof 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 stating (ii) the reasons thereforproceeds 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. The Authority may attempt Any Covering Swingline Loans made available to correct 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 nonconforming Request for Advance, if, 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 extent that Company shall earn interest, payable by the Authority is entitled (without regard to the provisions of this sentence) and able to do soCompany, in accordance with Section 3.3.

Method of Borrowing. (a) The Borrower shall give the Agent notice (a "Notice of Borrowing"), which shall be substantially in the form of Exhibit E, prior to 10:00 A.M. (Atlanta, Georgia time) on the same Domestic Business Day for each Base Rate Borrowing and at least 3 Euro-Dollar Business Days before each Euro-Dollar Borrowing (except that, with respect to Tender Advances, if no such Notice of Borrowing is so given, such Tender Advance shall be made as a Base Rate Borrowing), specifying: (i) 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) whether the Borrowing is to be a Base Rate Borrowing or a Euro-Dollar Borrowing, (iv) in the case of a Euro-Dollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (b) Upon receipt of a Request for Advance 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, once received by the Lender Agent, shall not thereafter be revocable by the Borrower. The Agent also shall notify each Bank of a Tender Advance to be made automatically pursuant to Section 3.03(a)(iii). (c) Not later than 11:00 a.m. New York two (2) hours following the time such notice is given on the Business Day which is three New York Banking Days date of each Tender Advance, each Bank shall (except as provided in paragraph (d) of this Section) make available its ratable share of such Tender Advance, in Federal or other funds immediately prior available in Atlanta, Georgia, to the day Agent at its address determined pursuant to Section 10.01. The Agent will use the funds so received from the Banks for Tender Advances to pay the related Reimbursement Obligations. If any Bank does not in fact make its ratable share of such Tender Advance available on such date, the Agent shall be entitled to recover such Bank's ratable share from such Bank or the Borrower (and for such purpose shall be entitled to charge such amount to any account of the proposed borrowing Borrower maintained with the Agent), together with interest thereon for each day during the period from the date of such Tender Advance until such sum shall be paid in full at a rate per annum equal to the rate at which the Agent determines that it obtained (providedor could have obtained) overnight Federal funds to cover such amount for each such day during such period, howeverprovided that (i) any such payment by the Borrower of such Bank's ratable share and interest thereon shall be without prejudice to any rights that the Borrower may have against such Bank and (ii) until such Bank has paid its ratable share of such Tender Advance, together with interest pursuant to the foregoing, it will have no interest in or rights with respect to such Tender Advance for any purpose hereunder. (d) With respect to the proposed borrowing Refunding Loan of each Bank, such Bank shall apply the proceeds of its Refunding Loan to pay the Loan maturing or being converted on the date thereof, and no funds actually need be made available by such Bank to the Agent. (e) Notwithstanding anything to the contrary contained in this Agreement, no Euro-Dollar Borrowing may be made if there shall have occurred a Default or an Event of Default, which Default or Event of Default shall not have been cured or waived, and all Loans shall be made as Base Rate Loans (but shall bear interest at the Default Rate, if applicable). (f) In the event that a Notice of Borrowing fails to specify whether the Loans comprising such Borrowing are to be Base Rate Loans or Euro-Dollar Loans, such Loans shall be made as Base Rate Loans. If the Borrower is otherwise entitled under this Agreement to repay any Loans maturing at the end of an Interest Period applicable thereto with the proceeds of a new Borrowing, and the Borrower fails to repay such Loans using its own moneys and fails to give a Notice of Borrowing in connection with such new Borrowing, a new Borrowing shall be deemed to be made on the Effective Date, the Authority shall only be required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lender, subject to the terms and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on date such day of the proposed borrowing for the account of the Authority Loans mature in an amount equal to the principal amount of the requested borrowing. Loans so maturing, and the Loans comprising such new Borrowing shall be Base Rate Loans. (g) Notwithstanding the foregoing, in the event such Request for Advance is received by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior anything to the day of the proposed borrowingcontrary contained herein, the Lender there shall not be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or emore than 4 Euro-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) in accordance with written instructions provided by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct Dollar Borrowings outstanding at any such nonconforming Request for Advance, if, and to the extent that the Authority is entitled (without regard to the provisions of this sentence) and able to do sogiven time.

Method of Borrowing. (a) The Borrowers shall give the Administrative Agent notice (a "Notice of Borrowing"), which shall be substantially in the form of Exhibit E, prior to 10:00 A.M. (Atlanta, Georgia time) on the same Domestic Business Day for each Base Rate Borrowing and at least 3-Euro-Dollar Business Days before each Euro-Dollar Borrowing, specifying: (i) 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) whether the Borrowing is to be a Base Rate Borrowing or a Euro-Dollar Borrowing, (iv) in the case of a Euro-Dollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (b) Upon receipt of a Request for Advance 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, once received by the Lender 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 11:00 a.m. New York 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 which is three New York Banking Days immediately prior to before the day date of the proposed borrowing a Syndicated Borrowing (provided, howeveror, with respect to Base Rate Loans, by 2:00 P.M. on the proposed borrowing 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 difference (if any) between the amount being borrowed and the amount of such Refunding Loan shall be made available by such Bank to the Administrative Agent as provided in paragraph (c) of this Section, or remitted by the Borrowers to the Administrative Agent as provided in Section 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 all Refunding Loans shall be made as Base Rate Loans (but shall bear interest at the Default Rate, if applicable). (f) In the event that a Notice of Borrowing fails to specify whether the 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 of a new Borrowing, and the Borrower fail to repay such Syndicated Loans using its own moneys and fail to give a Notice of Borrowing in connection with such new Syndicated Borrowing, a new Syndicated Borrowing shall be deemed to be made on the Effective Date, the Authority shall only be required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lender, subject to the terms and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on date such day of the proposed borrowing for the account of the Authority Syndicated Loans mature in an amount equal to the principal amount of the requested borrowing. Syndicated Loans so maturing, and the Syndicated Loans comprising such new Syndicated Borrowing shall be Base Rate Loans. (g) Notwithstanding the foregoing, in the event such Request for Advance is received by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior anything to the day of the proposed borrowingcontrary contained herein, the Lender there shall not be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate more than 8 Euro-Dollar Borrowings and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) in accordance with written instructions provided by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct Money Market Borrowings outstanding at any such nonconforming Request for Advance, if, and to the extent that the Authority is entitled (without regard to the provisions of this sentence) and able to do sogiven time.

Method of Borrowing. (a) The Borrower shall give the Administrative Agent notice (a "NOTICE OF BORROWING") not later than 10:30 A.M. (New York City time) on (i) the date of each Base Rate Borrowing, and (ii) the third Euro-Dollar Business Day before each Euro-Dollar Borrowing, specifying: (i) the date of such Borrowing, which shall be a Domestic Business Day in the case of a Domestic 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 provided, however, that Borrower shall not be entitled to request any Borrowing that, if made, would result in more than ten Euro-Dollar Borrowings outstanding hereunder at any time; and (iv) in the case of a Euro-Dollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (b) Upon receipt of a Request for Advance Notice of Borrowing, the Administrative Agent shall promptly notify each Lender participating therein of the contents thereof and of such Lender's ratable share of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Lender not Borrower. (c) Not later than 11:00 a.m. 12:00 noon (New York time City time) on the Business Day which is three date of each Borrowing, each Lender shall make available its ratable share of such Borrowing (determined in accordance with Section 2.01), in Federal or other funds immediately available in New York Banking Days immediately City, to the Administrative Agent at its address specified in or pursuant to Section 9.01. Unless the Administrative Agent determines in its reasonable judgment that any applicable condition specified in Article 3 has not been satisfied, the Administrative Agent will make the funds so received from the Lenders available to the Borrower at the Administrative Agent's aforesaid address. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the day date of the proposed borrowing (provided, however, with respect any Borrowing that such Lender will not make available to the proposed borrowing Administrative Agent such Lender's share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available to be made the Administrative Agent on the Effective Date, the Authority shall only be required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lender, subject to the terms and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in an amount equal to the amount of the requested borrowing. Notwithstanding the foregoing, in the event such Request for Advance is received by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt date of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) Borrowing in accordance with written instructions provided by subsection (c) of this Section 2.02 and the Authority. IfAdministrative Agent may, after examinationin reliance upon such assumption, the Lender shall have determined that a Request for Advance does not conform make available to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons thereforBorrower on such date a corresponding amount. The Authority may attempt to correct any such nonconforming Request for Advance, if, If and to the extent that the Authority is entitled (without regard such Lender shall not have so made such share available to the provisions Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.05 and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender's Loan included in such Borrowing for purposes of this sentence) and able to do soAgreement.

Method of Borrowing. (ia) Upon receipt Borrower shall give Lender oral or written notice (a “Notice of a Request for Advance Borrowing”) by the Lender not later than 11:00 10:00 a.m. New York time (St. Louis time) on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing (provided, however, with respect to the proposed borrowing each Daily LIBOR Loan to be made on to Borrower, and by 10:00 a.m. (St. Louis time) at least three (3) Business Days before each LIBOR Loan to be made to Borrower, specifying: (i) the Effective Datedate of such Loan, which shall be a Business Day during the Revolving Credit Period in the case of a Daily LIBOR Loan and a Business Day during the Revolving Credit Period in the case of a LIBOR Loan, (ii) the aggregate principal amount of such Loan, (iii) whether such Loan is to be a Daily LIBOR Loan or a LIBOR Loan, and (iv) in the case of a LIBOR Loan, the Authority shall only be required to provide duration of the Lender the Request for Advance two New York Banking Days prior initial Interest Period applicable thereto, subject to the Effective Date), provisions of the Lender, subject definition of Interest Period. (b) A Notice of Borrowing shall not be revocable by Borrower. (c) Subject to the terms and conditions of this Agreement, provided that Lender has received the Notice of Borrowing, Lender shall be (unless Lender determines that any applicable condition specified in Section 3 has not been satisfied) make the applicable Loan to Borrower by crediting the amount of such Loan to a demand deposit account of Borrower at Lender specified by Borrower (or such other account mutually agreed upon in writing between Lender and Borrower) not later than 2:30 p.m. (St. Louis time) on the Business Day specified in said Notice of Borrowing. (d) If Lender makes a new Loan under this Agreement on a day on which Borrower is required to or has elected to repay all or any part of an outstanding Loan, Lender shall apply the proceeds of its new Loan to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in repayment and only an amount equal to the difference (if any) between the amount of being borrowed and the requested borrowing. Notwithstanding the foregoing, in the event such Request for Advance is received by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance amount being repaid shall be made available by Lender to Borrower. (e) Borrower hereby irrevocably authorizes Lender to rely on telephonic, telegraphic, telecopy, telex or written instructions of any individual identifying himself or herself as one of the Lender by wire transfer of immediately available funds individuals listed on Schedule 2.02 attached hereto (or any other individual from time to the Trustee (time authorized to act on behalf of the Authority) in accordance with written instructions provided Borrower pursuant to a document signed by the AuthorityPresident, Chief Financial Officer or Treasurer of Borrower and certified by the Secretary of Borrower and delivered to Lender) with respect to any request to make a Loan or a repayment under this Agreement, and on any signature that Lender reasonably believes to be genuine, and Borrower shall be bound thereby in the same manner as if such individual were actually authorized or such signature were genuine. IfBorrower also hereby agrees to defend and indemnify Lender and hold Lender harmless from and against any and all claims, after examinationdemands, the Lender shall have determined that a Request for Advance does not conform damages, liabilities, losses and reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) relating to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not or arising out of or in accordance connection with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct any such nonconforming Request acceptance of instructions for Advance, if, and to the extent that the Authority is entitled (without regard to the provisions of making Loans or repayments under this sentence) and able to do soAgreement.

Method of Borrowing. (a) In order to make a borrowing of Revolving Loans (other than (i) Upon receipt borrowings of Swingline Loans, which shall be made pursuant to Section 2.02(c), (ii) borrowings for the purpose of repaying Refunded Swingline Loans, which shall be made pursuant to Section 2.02(d), (iii) borrowings for the purpose of paying unpaid Reimbursement Obligations, which shall be made pursuant to Section 3.05, and (iv) borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.04), the applicable Borrower shall give notice (each, a “Notice of Borrowing”) substantially in the form of Exhibit B-1 to the Administrative Agent by 11:00 a.m. (Charlotte time) on the Business Day of each Base Rate Loan to be made to such Borrower, and by 11:00 a.m. (Charlotte time) at least three (3) Business Days before each LIBOR Loan to be made to such Borrower, specifying: (i) the date of such Revolving Loan, which shall be a Business Day during the Revolving Credit Period; (ii) the aggregate principal amount of such Revolving Loan; (iii) the initial Type of the Loan, provided that if such Borrower shall have failed to designate the Type of such Loan, such Borrower shall be deemed to have requested a borrowing comprised of Base Rate Loans; and (iv) in the case of a Request for Advance LIBOR Loan, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, provided that if such Borrower shall have failed to select the duration of the applicable Interest Period, then such Borrower shall be deemed to have selected an Interest Period with a duration of one month. (b) Not later than 2:00 p.m. (Charlotte time) on the date of each Revolving Loan, each Bank shall make available its Pro Rata Share of such Revolving Loan, in Dollars and in funds immediately available to the Administrative Agent at its address specified in Schedule 9.04. The Administrative Agent will make the funds so received from the Banks available to the applicable Borrower immediately thereafter at the Administrative Agent’s aforesaid address by crediting such funds to the deposit account specified by such Borrower on its Account Designation Letter (or such other account mutually agreed upon in writing between the Administrative Agent and such Borrower). The Administrative Agent shall not be required to make any amount available to the applicable Borrower hereunder except to the extent the Administrative Agent shall have received such amounts from the Banks as set forth herein, provided, however, that unless the Administrative Agent shall have been notified by a Bank prior to the time a Loan is to be made hereunder that such Bank does not intend to make its Pro Rata Share of such Loan available to the Administrative Agent, the Administrative Agent may assume that such Bank has made such Pro Rata Share available to the Administrative Agent prior to such time, and the Administrative Agent may in reliance upon such assumption, but shall not be required to, make available to the applicable Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Bank and the Administrative Agent has made such amount available to the applicable Borrower, the applicable Bank and applicable Borrower severally agree to pay to the Administrative Agent forthwith and on demand such corresponding amount, together with interest thereon in respect of each day during the period from and including the date such amount was made available to such Borrower to but excluding the date the Administrative Agent recovers such amount at (i) in the case of a payment to be made by such Bank, the greater of the Fed Funds Rate and a rate determined by the Lender Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by such Borrower, the Adjusted Base Rate. (c) In order to make a borrowing of a Swingline Loan, the applicable Borrower will give the Administrative Agent and the Swingline Bank written notice not later than 11:00 a.m. New York time a.m., Charlotte time, on the Business Day which is three New York Banking Days immediately prior to date of such borrowing. Each such notice (each, a “Notice of Swingline Borrowing”) shall be substantially in the day form of Exhibit B-2, shall be irrevocable and shall specify (i) the principal amount of the proposed borrowing (provided, however, with respect to the proposed borrowing Swingline Loan to be made on pursuant to such borrowing (which shall not be less than $100,000 and, if greater, shall be in an integral multiple of $100,000 in excess thereof (or, if less, in the Effective Dateamount of the Unutilized Swingline Commitment)) and (ii) the date of such Swingline Loan, which shall be a Business Day during the Authority shall only be required to provide the Lender the Request for Advance two New York Banking Revolving Credit Period, but not later than fourteen (14) Business Days prior to the Effective Swingline Maturity Date). Not later than 2:00 p.m., Charlotte time, on the date of the Swingline Loan, the Lender, subject to the terms and conditions of this Agreement, shall be required to Swingline Bank will make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in available an amount equal to the amount of the requested borrowing. Notwithstanding the foregoingsuch Swingline Loan, in Dollars and in funds immediately available in Charlotte, North Carolina to the event Administrative Agent. To the extent the Swingline Bank has made such Request for Advance is amount available to the Administrative Agent as provided hereinabove, the Administrative Agent will make such amount available to the applicable Borrower in like funds as received by the Lender after Administrative Agent. (d) With respect to any outstanding Swingline Loans, the Swingline Bank may at any time (whether or not an Event of Default has occurred and is continuing) in its sole and absolute discretion, and is hereby authorized and empowered by the applicable Borrower to, cause a borrowing of Revolving Loans to be made for the purpose of repaying such Swingline Loans by delivering to the Administrative Agent (if the Administrative Agent is not also the Swingline Bank) and each other Bank (on behalf of, and with a copy to, the Borrowers), not later than 11:00 a.m. New York time a.m., Charlotte time, on the Business Day proposed date of such Revolving Loan, a notice (which is three New York Banking Days immediately prior to the day of the proposed borrowing, the Lender shall be required deemed to be a Notice of Borrowing given by the applicable Borrower) requesting the Banks to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission Revolving Loans (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance which shall be made initially as Base Rate Loans) on such date in an aggregate amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date such notice is given that the Swingline Bank requests to be repaid. Not later than 2:00 p.m., Charlotte time, on the requested date of such Revolving Loans, each Bank (other than the Swingline Bank) will make available its Pro Rata Share of such Revolving Loan, in Dollars and in funds immediately available to the Administrative Agent at its address specified in Schedule 9.04. To the extent the Banks have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Bank in like funds as received by the Lender by wire transfer Administrative Agent, which shall apply such amounts in repayment of immediately available funds the Refunded Swingline Loans. Notwithstanding any provision of this Agreement to the Trustee contrary, on the date of such Loan, the Refunded Swingline Loans (including the Swingline Bank’s Pro Rata Share thereof, in its capacity as a Bank) shall be deemed to be repaid with the proceeds of the Revolving Loans made as provided above (including a Revolving Loan deemed to have been made by the Swingline Bank), and such Refunded Swingline Loans deemed to be so repaid shall no longer be outstanding as Swingline Loans but shall be outstanding as Revolving Loans. If any portion of any such amount repaid (or deemed to be repaid) to the Swingline Bank shall be recovered by or on behalf of the Authorityapplicable Borrower from the Swingline Bank in any proceeding under any Debtor Relief Law or otherwise, the loss of the amount so recovered shall be shared ratably among all the Banks based on each Bank’s Pro Rata Share. (e) If, as a result of any proceeding under any Debtor Relief Law with respect to any Borrower, Revolving Loans are not made pursuant to Section 2.02(d) in accordance an amount sufficient to repay any amounts owed to the Swingline Bank in respect of any outstanding Swingline Loans, or if the Swingline Bank is otherwise precluded for any reason from giving a notice on behalf of the applicable Borrower as provided for hereinabove, the Swingline Bank shall be deemed to have sold without recourse, representation or warranty, and each Bank shall be deemed to have purchased and hereby agrees to purchase, a participation in such outstanding Swingline Loans in an amount equal to its Pro Rata Share at such time of the unpaid amount thereof together with written instructions accrued interest thereon. Upon one (1) Business Day’s prior notice from the Swingline Bank, each Bank (other than the Swingline Bank) will make available its Pro Rata Share of such Revolving Loan, in Dollars and in funds immediately available to the Administrative Agent at its address specified in Schedule 9.04. To the extent the Banks have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Bank in like funds as received by the AuthorityAdministrative Agent. If, after examinationIn the event any such Bank fails to make available to the Administrative Agent the amount of such Bank’s participation as provided in this Section 2.02(e), the Lender Swingline Bank shall have determined that a Request be entitled to recover such amount on demand from such Bank, together with interest thereon for Advance does not conform each day from the date such amount is required to be made available for the account of the Swingline Bank until the date such amount is made available to the terms Swingline Bank at the Fed Funds Rate for the first three (3) Business Days and conditions hereofthereafter at the Adjusted Base Rate applicable to Revolving Loans. Promptly following its receipt of any payment by or on behalf of the applicable Borrower in respect of a Swingline Loan, then the Lender shall use its best efforts Swingline Bank will pay to give notice each Bank that has acquired a participation therein such Bank’s Pro Rata Share of such payment. (f) Notwithstanding any provision of this Agreement to the Authority contrary, the obligation of each Bank (other than the Swingline Bank) to make Revolving Loans for the effect purpose of repaying any Refunded Swingline Loans pursuant to Section 2.02(d) and each such Bank’s obligation to purchase a participation in any unpaid Swingline Loans pursuant to Section 2.02(e) shall be absolute and unconditional and shall not be affected by any circumstance or event whatsoever, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right that documentation was such Bank may have against the Swingline Bank, the Administrative Agent, any Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default, (iii) the failure of the amount of such borrowing of Revolving Loans to meet the minimum borrowing amount specified in Section 2.01(a), or (iv) the failure of any conditions set forth in Section 4.02 or elsewhere herein to be satisfied. (g) The obligations of the Banks hereunder to make Loans, to fund participations in Letters of Credit and Swingline Loans and to make payments pursuant to Section 9.03(c) are several and not joint. The failure of any Bank to make any Loan, to fund any such participation or to make any such payment on any date shall not relieve any other Bank of its corresponding obligation, if any, hereunder to do so on such date, but no Bank shall be responsible for the failure of any other Bank to so make its Loan, purchase its participation or to make any such payment required hereunder. (h) Each Bank may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan to or for the account of such Bank in accordance with the terms of this Agreement. (i) Each Borrower hereby irrevocably authorizes the Administrative Agent to rely on telephonic, telegraphic, facsimile, telex or written instructions of any person identifying himself or herself as one of the individuals listed on Schedule 2.02 attached hereto (or any other individual from time to time authorized to act on behalf of such Borrower pursuant to a resolution adopted by the Board of Directors of such Borrower and conditions hereof certified by the Secretary of such Borrower and stating delivered to the reasons therefor. The Authority may attempt Administrative Agent) (the “Authorized Individuals”) with respect to correct any request to make a Loan or a repayment by such nonconforming Request for Advance, ifBorrower hereunder, and on any signature which the Administrative Agent believes to be genuine, and such Borrower shall be bound thereby in the same manner as if such individual were actually authorized or such signature were genuine; provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed on an Account Designation Letter. Each Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. Each Borrower also hereby agrees to defend and indemnify the Administrative Agent and each Bank and hold the Administrative Agent and each Bank harmless from and against any and all claims, demands, damages, liabilities, losses, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) relating to or arising out of or in connection with the 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 foregoing to the extent that resulting from the Authority is entitled (without regard to Administrative Agent’s or such Bank’s own fraud, gross negligence or willful misconduct or a breach in bad faith by the provisions Administrative Agent or such Bank of this sentence) and able to do soits obligations hereunder, in each case, as determined by a final non-appealable judgment of a court of competent jurisdiction.

Method of Borrowing. Whenever the Borrowers desire to receive an Advance, including the initial Advance, or to convert any portion of the outstanding Base Rate Loans into one or more LIBOR Borrowings (ia “Conversion”), or to continue all or any portion of an outstanding LIBOR Loan for another or additional LIBOR Period (a “Continuation”), Borrower Representative on behalf of the applicable Borrower shall give the Agent notice in writing (by telecopy or by telephone confirmed immediately in writing) Upon receipt in the form of a Request for duly completed Exhibit D-1 (a “Notice of Borrowing”) duly executed by an Authorized Signatory, in the case of an Advance by or Continuation of, or a Conversion into, a LIBOR Borrowing, three (3) Business Days before the Lender requested date of such Advance, Conversion or Continuation, and in the case of an Advance of a Base Rate Borrowing, not later than 11:00 a.m. (New York time City time) on the Business Day before the requested date of such Advance (which is three New York Banking Days immediately prior to shall be a Business Day). Such Notice of Borrowing shall specify (i) the day requested date of the proposed borrowing Advance, Conversion or Continuation, which shall be a Business Day, (providedii) in the case of a Conversion or Continuation, however, with respect to which existing Borrowings include the proposed borrowing Loans or portions thereof to be made on the Effective Dateaffected by such Notice, the Authority shall only be required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lender, subject to the terms and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in an amount equal to (iii) the amount of the Advances to be incurred, and/or the Borrowings to be created by such Conversion or Continuation, (iv) the Class of the Loans comprising each requested borrowing. Notwithstanding the foregoingBorrowing, (v) in the event case of a LIBOR Advance, Conversion or Continuation, the duration of the LIBOR Period of the requested Borrowing and (vi) such Request other information as the Agent shall request. If a request for Advance a Conversion or Continuation is received by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately not timely made prior to the day expiration of the proposed borrowinga LIBOR Period, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) in accordance with written instructions provided this Section, the portions of the Loans proposed to be affected thereby shall be converted into, or continued as, Base Rate Loans. Any Notice of Borrowing received after 2:00 p.m. (New York City time) shall be deemed received on the following Business Day. Each Notice of Borrowing shall be irrevocable upon receipt by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct any such nonconforming Request for Advance, if, and to the extent that the Authority is entitled (without regard to the provisions of this sentence) and able to do soAgent.

Method of Borrowing. (a) The Borrower shall give the Bank notice (a "Notice of Borrowing") at least three Euro-Dollar Business Days before each Euro-Dollar Borrowing, specifying: (i) Upon receipt the date of such Borrowing, which shall be a Euro-Dollar Business Day, (ii) the aggregate amount of such Borrowing, and (iii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period; (b) A Notice of Borrowing, once given, shall be irrevocable. The Bank shall be entitled to rely on any telephonic Notice of Borrowing which it believes in good faith to have been given by a duly authorized officer or employee of the Borrower and any Advances made by the Bank based on such telephonic notice shall, when credited by the Bank to the regular deposit account maintained by the Borrower with the Bank, be an Advance for all purposes hereunder. Not later than 2:00 p.m., Charlotte, North Carolina time, on the date specified for the Borrowing in the Notice of Borrowing, the Bank shall credit, in immediately available funds, the amount of such Borrowing to the regular deposit account maintained by the Borrower with the Bank. (c) All advances made as Base Rate Loans shall be funded by the Bank in accordance with the Loan Access Agreement. (d) If the Bank makes a new Advance hereunder on a day on which the Borrower is to repay all or any part of an outstanding Advance, the Bank shall apply the proceeds of its new Advance to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed and the amount being repaid shall be made available by the Bank to the Borrower as provided in subsection (b) or (c) of this Section, or remitted by the Borrower to the Bank as provided in Section 2.11, as the case may be. (e) Notwithstanding anything to the contrary contained in this Agreement, no Euro-Dollar Borrowing may be made if there shall have occurred a Default or an Event of Default, which Default or Event of Default shall not have been cured or waived. (f) If the Borrower is otherwise entitled under this Agreement to repay any Advance maturing at the end of an Interest Period applicable thereto with the proceeds of a Request for new Borrowing, and the Borrower fails to repay such Advance by the Lender not later than 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior using its own moneys and fails to the day give a Notice of the proposed borrowing (providedBorrowing in connection with such new Borrowing, however, with respect to the proposed borrowing a new Borrowing shall be deemed to be made on the Effective Date, the Authority shall only be required to provide the Lender the Request for date such Advance two New York Banking Days prior to the Effective Date), the Lender, subject to the terms and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority matures in an amount equal to the principal amount of the requested borrowing. Notwithstanding Advance so maturing, and the foregoing, in the event Advance comprising such Request for Advance is received by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing, the Lender new Borrowing shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Base Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) in accordance with written instructions provided by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct any such nonconforming Request for Advance, if, and to the extent that the Authority is entitled (without regard to the provisions of this sentence) and able to do soLoan.

Method of Borrowing. The obligation of the Company to repay the Overline shall be evidenced by a promissory note (ithe "Overline Note") of the Company in the form of EXHIBIT "A" attached to the First Amendment. So long as no Event of Default or Unmatured Event of Default shall have occurred and be continuing and until the Overline Maturity Date, the Company may borrow, repay and reborrow under the Overline Note on any Banking Day; provided, that no borrowing may cause the principal balance of the Overline to exceed the lesser of the Overline Commitment or the Borrowing Base or may result in an Event of Default or an Unmatured Event of Default, and provided further, that the Company may receive the proceeds of only one Advance per Banking Day. Each Advance under the Overline shall be conditioned upon receipt by the Bank from the Company of a Borrowing Base Certificate completed as of the date of the request. The Bank shall make a disbursement upon the oral request of the Company made by an Authorized Officer, or upon a request transmitted to the Bank 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 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. Upon making each Informal Request, the Company shall promptly deliver to the Bank a Borrowing Base Certificate completed as of the date of such Informal Request, and shall in and of itself constitute the representation of the Company that no Event of Default or Unmatured Event of Default has occurred and is continuing or would result from the making of the requested Advance, and that the making of the requested Advance shall not cause the principal balance of the Overline to exceed the lesser of the Overline Commitment or the Borrowing Base. All borrowings and reborrowings and all repayments shall be in amounts of not less than One Thousand Dollars ($1,000.00), except for repayment of the entire principal balance of the Overline and except for special prepayments of principal required under the terms of Section 2(e)(v). Upon receipt of a Request request for Advance by the Lender not later than 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior an Advance, a Borrowing Base Certificate, and upon compliance with any other conditions of lending stated in Section 7 of this Agreement applicable to the day of the proposed borrowing (provided, however, with respect to the proposed borrowing to be made on the Effective DateOverline, the Authority Bank shall only be required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lender, subject to the terms and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in an amount equal to disburse the amount of the requested borrowingAdvance to the Company. Notwithstanding the foregoing, in the event such Request for Advance is received All Advances by the Lender after 11:00 a.m. New York Bank and payments by the Company shall be recorded by the Bank on its books and records, and the principal amount outstanding from time on the Business Day which is three New York Banking Days immediately prior to time, plus interest payable thereon, shall be determined by reference to the day books and records of the proposed borrowing, the Lender Bank. The Bank's books and records shall be required presumed PRIMA FACIE to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered correct as to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) in accordance with written instructions provided by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct any such nonconforming Request for Advance, if, and to the extent that the Authority is entitled (without regard to the provisions of this sentence) and able to do somatters.

Method of Borrowing. (a) The relevant Borrower shall give the Administrative Agent notice (a "NOTICE OF BORROWING") (1) at its New York Office not later than 10:30 A.M. (New York time) on (y) the date of each ABR Borrowing and (z) the third Euro-Dollar Business Day before each Euro-Dollar Borrowing and (2) at its London Office not later than 10:30 A.M. (London time) on the fourth Euro-Currency Business Day before each Borrowing in an Alternative Currency, specifying: (i) Upon receipt the date of such Borrowing, which shall be a Domestic Business Day in the case of a Request for Advance by the Lender not later than 11:00 a.m. New York time on the ABR Borrowing or a Euro-Currency Business Day which is three New York Banking Days immediately prior to in the day case of a Euro-Currency Borrowing; (ii) the currency and aggregate amount (in such currency) of such Borrowing; (iii) the Class and initial Type of Loans comprising such Borrowing; and (iv) in the case of a Euro-Currency Borrowing, the duration of the proposed borrowing (provided, however, with respect to the proposed borrowing to be made on the Effective Date, the Authority shall only be required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lenderinitial Interest Period applicable thereto, subject to the terms provisions of the definition of Interest Period. In no event shall the total number of Groups of Loans at any one time outstanding exceed 12. (b) Promptly after receiving a Notice of Borrowing (and, in the case of a Borrowing in an Alternative Currency, no later than the third Euro-Currency Business Day before such Borrowing), the Administrative Agent shall notify each Lender of the contents thereof and conditions of this Agreementsuch Lender's ratable share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (c) On the date of each Borrowing, each Lender having a Commitment of the relevant Class shall make available its ratable share of such Borrowing: (A) if such Borrowing is to be required to make an Advance by 4:00 p.m. made in Dollars, in Dollars not later than 2:00 P.M. (New York time on City time), in Federal or other funds immediately available in New York City, to the Administrative Agent at its New York office; or (B) except as otherwise provided in Section 2.23, if such day Borrowing is to be made in an Alternative Currency, in such Alternative Currency (in such funds as may then be customary for the settlement of the proposed borrowing for international transactions in such Alternative Currency) to the account of the Authority Administrative Agent at such time and place as shall have been notified by the Administrative Agent to the Lenders by at least four Euro-Currency Business Days' notice. 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 Lenders available to the Borrower at the Administrative Agent's aforesaid address. (d) If any Revolving Lender makes a Revolving Loan hereunder on a day on which any Borrower is to repay all or any part of an outstanding Revolving Loan in the same currency from such Revolving Lender, such Revolving Lender shall apply the proceeds of its Revolving Loan to make such repayment and only an amount equal to the difference (if any) between the amount of being borrowed and the requested borrowing. Notwithstanding the foregoing, in the event such Request for Advance is received by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance amount being repaid shall be made available by such Revolving Lender to the Administrative Agent as provided in Section 2.02(b), or remitted by the Lender by wire transfer of immediately available funds relevant Borrower to the Trustee Administrative Agent as provided in Section 2.10, as the case may be. (on behalf e) Unless the Administrative Agent shall have received at its New York Office notice from a Lender having a Commitment of the Authority) relevant Class before the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available to the Administrative Agent on the date of such Borrowing in accordance with written instructions provided by Section 2.02(c) and (d) and the Authority. IfAdministrative Agent may, after examinationin reliance upon such assumption, the Lender shall have determined that a Request for Advance does not conform make available to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons thereforBorrower on such date a corresponding amount. The Authority may attempt to correct any such nonconforming Request for Advance, if, If and to the extent that the Authority is entitled (without regard such Lender shall not have so made such share available to the provisions Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) if such amount is repaid by the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable to such Borrowing pursuant to Section 2.04 and (ii) if such amount is repaid by such Lender, the Federal Funds Rate (if such Borrowing is in Dollars) or the applicable Adjusted London Interbank Offered Rate (if such Borrowing is in an Alternative Currency). If such Lender shall repay to the Administrative Agent such corresponding amount, the Borrower shall not be required to repay such amount and the amount so repaid by such Lender shall constitute such Lender's Loan included in such Borrowing for purposes of this sentence) and able to do soAgreement.

Method of Borrowing. (a) The Company shall give the Administrative Agent notice (a "Notice of Borrowing") not later than 11:00 A.M. (Eastern Time) on (x) the date of each Base Rate Borrowing, (y) the second Domestic Business Day before each CD Borrowing and (z) the third Euro-Dollar Business Day before each Euro-Dollar Borrowing, specifying: (i) the date of such Borrowing, which shall be a Domestic Business Day in the case of a Domestic Borrowing or a Euro-Dollar Business Day in the case of a Euro-Dollar Borrowing; (ii) the aggregate amount of such Borrowing; (iii) whether the Loans comprising such Borrowing are to bear interest initially at the Base Rate, a CD Rate or a Euro-Dollar Rate; and (iv) in the case of a Fixed Rate Borrowing, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (b) Upon receipt of a Request for Advance Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender's ratable share of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Company. In the case of a Base Rate Borrowing, the Administrative Agent shall give such notice to each Lender as promptly as practicable and in any event not later than 11:00 a.m. 12:30 P.M. (Eastern Time) on the date of such Base Rate Borrowing. (c) Not later than 2:00 P.M. (Eastern Time) on the date of each Borrowing, each Lender shall make available its ratable share of such Borrowing, in Federal or other funds immediately available in New York time on City, to the Business Day which is three New York Banking Days immediately Administrative Agent at its address referred to in Section 9. 1. Unless the Administrative Agent determines that any applicable condition specified in Article 3 has not been satisfied, the Administrative Agent will make the funds so received from the Lenders available to the Company at the Administrative Agent's aforesaid address. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the day date of the proposed borrowing (provided, however, with respect any Borrowing that such Lender will not make available to the proposed borrowing Administrative Agent such Lender's share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available to be made the Administrative Agent on the Effective Date, the Authority shall only be required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lender, subject to the terms and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in an amount equal to the amount of the requested borrowing. Notwithstanding the foregoing, in the event such Request for Advance is received by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt date of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) Borrowing in accordance with written instructions provided by subsection (c) of this Section and the Authority. IfAdministrative Agent may, after examinationin reliance upon such assumption, the Lender shall have determined that a Request for Advance does not conform make available to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons thereforCompany on such date a corresponding amount. The Authority may attempt to correct any such nonconforming Request for Advance, if, If and to the extent that the Authority is entitled (without regard such Lender shall not have so made such share available to the provisions Administrative Agent, such Lender and the Company 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 Company until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Company, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.5 and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender's Loan included in such Borrowing for purposes of this sentence) and able to do soAgreement.

Method of Borrowing. (a) The Borrower shall give ------------------- the Administrative Agent notice (a "Notice of Borrowing") of (i) each Borrowing ------------------- to be made on the Closing Date no later than the Domestic Business Day prior to the Closing Date, (ii) each Revolving Facility Borrowing thereafter (other than Revolving Facility Borrowings made to refund Swingline Advances pursuant to Section 2.01(d)(iii)) not later than 10:00 A.M. (New York City time) on the third Eurodollar Business Day before each Eurodollar Rate Advance, the third Domestic Business Day before each Adjusted CD Rate Advance and the Domestic Business Day before each Base Rate Advance and (iii) each Swingline Advance not later than 11:00 A.M. (New York City time) on the date of each Swingline Advance, specifying: (i) the date of such Borrowing or Swingline Advance, which shall be a Domestic Business Day in the case of an Adjusted CD Rate Advance or a Base Rate Advance or a Eurodollar Business Day in the case of a Eurodollar Rate Advance, (ii) the aggregate amount of such Borrowing or Swingline Advance, (iii) the Type of Advances comprising such Borrowing or that the advance will be a Swingline Advance, and (iv) in the case of a Fixed Rate Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. The Borrower shall deliver a copy of each Notice of Borrowing for a Swingline Advance to the Swingline Lender not later than 11:00 A.M. (New York City time) on the date of such Swingline Advance. (b) Upon receipt of a Request for Advance Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender's share of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Lender not Borrower. (c) Not later than 11:00 a.m. Noon (New York time City time) on the Business Day which is three date of each Revolving Facility Borrowing, each Lender with a Revolving Facility Commitment shall make available its share of such Borrowing, in Federal or other funds immediately available in New York Banking Days immediately prior City, to the day of the proposed borrowing (provided, however, with respect to the proposed borrowing to be made on the Effective Date, the Authority shall only be required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lender, subject to the terms and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority Administrative Agent at its address specified in an amount equal to the amount of the requested borrowing. Notwithstanding the foregoing, in the event such Request for Advance is received by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) in accordance with written instructions provided by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct any such nonconforming Request for Advance, if, and to the extent that the Authority is entitled (without regard to the provisions of this sentence) and able to do so8.

Method of Borrowing. (ia) Upon receipt of a Request Requests for Advance borrowing pursuant to Section 2.2(b) below may be made by the Lender not later Borrower no more frequently than 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing (provided, however, monthly and may only be made with respect to the proposed 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 request for borrowing made pursuant to Section 2.2(b). (b) 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 give the Lender a written notice of borrowing notifying the Lender of its request to borrow hereunder which notice will specify (i) the date of the Loan, which date shall be a Business Day, (ii) the principal amount of the Loan and (iii) a detailed description of the purposes for which the proceeds of the Loan are to 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 be used solely for the Administrative Expenses described in the notice, (ii) such Administrative Expenses are in accordance with and in furtherance of the Plan, (iii) no Bankruptcy Event has occurred, and (iv) to the best of such Authorized Officer's knowledge, 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 right to accept or reject, in whole or in part, any request for borrowing based on the Effective Date, 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 Authority shall only be required discretionary and demand nature of the Loans or to provide require that the Lender give any notice of or reason for declining from time to time to make any Loan. (d) If a Borrower gives the Request for Advance two New York Banking Days prior notice required by Section 2.2(b) with respect to the Effective Dateany Loan before 1:00 p.m. (Eastern Time), the Lender, subject to the terms and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in an amount equal to the amount of the requested borrowing. Notwithstanding the foregoingLender will accept or reject that request, in the event such Request for Advance is received by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile whole or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) in accordance with written instructions provided by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct any such nonconforming Request for Advance, ifpart, and to the extent that accepted, disburse the Authority is entitled (without regard proceeds of the Loan to the provisions of this sentence) and able Borrower in immediately available funds as soon as practicable thereafter. The Lender will disburse all Loans to do sothe Borrower by deposit in an account to be maintained by the Borrower.

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 (as 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 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) at any time an Event of Default or an Unmatured Event of Default has occurred or is continuing; (ii) if the amount of such Advance would exceed the amount of the Remaining Availability as of the date of such Advance; 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 conditioned upon receipt by the Agent from the Company of an Application for Revolving Loans Advance and an Officer's Certificate, provided that the Agent may, at its discretion, make a disbursement upon the oral request of the Company made by an Authorized Officer, or upon a request transmitted to the Agent by telecopy or by any other form of written 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, 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 Agent so requires and shall in and of itself constitute the representation of the Company that no Event of Default or Unmatured Event of Default has occurred and is continuing or would result from the making of the requested Advance, that the requested Advance would not exceed the Remaining Availability then outstanding, and that the making of the requested Advance would not cause the aggregate principal balance of the Revolving Loans to exceed the Maximum Revolver Availability. All borrowings and reborrowings and all payments shall be in amounts of not less than Fifty Thousand Dollars ($50,000), except for payment of the entire aggregate principal balance of the Revolving Loans 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 Request Revolving Loans Advance, or at the Agent's discretion upon receipt of an informal request for an Advance by the Lender not later than 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior and upon compliance with any other conditions of lending stated in Section 6.01 of this Agreement applicable to the day of the proposed borrowing (provided, however, with respect to the proposed borrowing to be made on the Effective DateRevolving Loans, the Authority Agent shall only be required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lender, subject to the terms and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in an amount equal to disburse the amount of the requested borrowingAdvance to the Company as provided in Section 2.02(c). Notwithstanding Except as the foregoingAgent and the Banks may otherwise determine in their absolute discretion, in no Advance will be made on the event such Request day the Agent receives the Application for a Revolving Loans Advance or informal request for Advance is received by the Lender after 11:00 a.m. New York time on Agent unless such Application or request is received by the Business Day which is three New York Banking Days immediately Agent prior to 12:00 noon, Indianapolis, Indiana time. Advances by each Bank and payments by the day of the proposed borrowing, the Lender Company shall be required recorded by each Bank on its books and records, and the principal amount outstanding from time to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance time, plus interest payable thereon, shall be signed determined by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered reference to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically books and an original version records of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advanceeach Bank. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance The Banks' books and records shall be made by the Lender by wire transfer of immediately available funds presumed prima facie to the Trustee (on behalf of the Authority) in accordance with written instructions provided by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform be correct as to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct any such nonconforming Request for Advance, if, and to the extent that the Authority is entitled (without regard to the provisions of this sentence) and able to do somatters.

Method of Borrowing. (a) The Borrower shall give each ------------------- Bank notice (a "Notice of Borrowing"), which shall be substantially in the form of Exhibit D, on the same day for each Base Rate Borrowing but, in any case, --------- prior to 12:00 P.M., and at least 3 Euro-Dollar Business Days before each Euro- Dollar Borrowing, specifying: (i) 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) whether the Loans comprising such Borrowing are to be Base Rate Loans or Euro-Dollar Loans, (iv) in the case of a Euro-Dollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, and (v) whether the Loans comprising such Borrowing are Tranche A Loans or Tranche B Loans. (b) Upon receipt of a Request for Advance Notice of Borrowing by any Bank, such Notice of Borrowing shall not thereafter be revocable. (c) Not later than 4:00 P.M. (Atlanta, Georgia time) on the date of each Borrowing, each Bank shall (except as provided in paragraph (d) of this Section) make available its ratable share of such Borrowing, in Federal or other funds immediately available in Atlanta, Georgia, to the Borrower at such Bank's Lending Office. (d) If any Bank makes a new Loan hereunder on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed and the amount being repaid shall be made available by such Bank to the Borrower as provided in paragraph (c) of this Section, or remitted by the Lender not later than 11:00 a.m. New York time on Borrower to such Bank as provided in Section 2.11, as the Business Day which is three New York Banking Days immediately prior case may be. (e) Notwithstanding anything to the day contrary contained in this Agreement, no Euro-Dollar Borrowing may be made if there shall have occurred a Default or an Event of Default, which Default or Event of Default shall not have been cured or waived. (f) In the proposed borrowing (providedevent that a Notice of Borrowing fails to specify whether the Loans comprising such Borrowing are to be Base Rate Loans or Euro-Dollar Loans, howeversuch Loans shall be made as Base Rate Loans. If the Borrower is otherwise entitled under this Agreement to repay any Loans maturing at the end of an Interest Period applicable thereto with the proceeds of a new Borrowing, and the Borrower fails to repay such Loans using its own moneys and fails to give a Notice of Borrowing in connection with respect to the proposed borrowing such new Borrowing, a new Borrowing shall be deemed to be made on the Effective Date, the Authority shall only be required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lender, subject to the terms and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on date such day of the proposed borrowing for the account of the Authority Loans mature in an amount equal to the principal amount of the requested borrowing. Loans so maturing, and the Loans comprising such new Borrowing shall be Base Rate Loans. (g) Notwithstanding the foregoing, in the event such Request for Advance is received by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior anything to the day of contrary contained herein, there shall not be more than 12 interest rates (including the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered Applicable Margins) applicable to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) in accordance with written instructions provided by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct Loans at any such nonconforming Request for Advance, if, and to the extent that the Authority is entitled (without regard to the provisions of this sentence) and able to do sogiven time.

Method of Borrowing. (a) The Borrower shall give the Agent notice (a "Notice of Borrowing") not later than 12:00 Noon (New York City time) on the date of any Base Rate Borrowing and not later than 12:00 Noon (New York City time) at least three Euro-Dollar Business Days before each Euro-Dollar Borrowing, specifying: (i) 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, which shall be $3,000,000 or a larger multiple of $1,000,000 (except that any Borrowing may be in the aggregate amount of the unused Commitment of the applicable Class); (iii) whether the Loans comprising such Borrowing are to be Base Rate Loans or Euro-Dollar Loans; 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. (b) Upon receipt of a Request for Advance Notice of Borrowing, the Agent shall promptly notify each Lender of the contents thereof and of such Lender's share of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Lender not Borrower. (c) Not later than 11:00 a.m. 2:00 P.M. (New York time City time) on the Business Day which is three date of each Borrowing, each Lender shall (except as provided in subsection (d) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York Banking Days immediately prior City, to the day of Agent at its address specified in or pursuant to Section 10.01. Unless the proposed borrowing (providedAgent determines that any applicable condition specified in Article III has not been satisfied, however, with respect the Agent will make the funds so received from the Lenders available to the proposed borrowing Borrower at the Agent's aforesaid address. (d) If any Lender (including the Swingline Lender) makes a new Loan hereunder on a day on which the Borrower is to be made on the Effective Date, the Authority shall only be required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the repay all or any part of an outstanding Loan from such Lender, subject to such Lender shall apply the terms and conditions proceeds of this Agreement, shall be required its new Loan to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in repayment and only an amount equal to the difference (if any) between the amount being borrowed and the amount being repaid shall be made available by such Lender to the Agent as provided in subsection (b), or remitted by the Borrower to the Agent as provided in Section 2.10, as the case may be. (e) If the Agent has not received from the Borrower the payment required by Section 2.13(g) by 12:30 P.M. (New York City time) on the date on which an Issuing Bank has notified the Borrower and the Agent that payment of a draft presented under any Letter of Credit will be made, as provided in Section 2.13(g), the Agent will promptly notify such Issuing Bank and each Lender of the requested borrowing. Notwithstanding the foregoingLetter of Credit Disbursement and, in the event case of each Lender, its Applicable Percentage of such Request for Advance is Letter of Credit Disbursement. Not later than 2:00 P.M. (New York City time) on such date, each Lender shall make available such Lender's Applicable Percentage of such Letter of Credit Disbursement, in Federal or other funds immediately available in New York City, to the Agent at its address specified in or pursuant to Section 9.01, and the Agent will promptly make such funds available to the applicable Issuing Bank. The Agent will promptly remit to each Lender that shall have made such funds available its Applicable Percentage of any amounts subsequently received by the Agent from the Borrower in respect of such Letter of Credit Disbursement. (f) Unless the Agent shall have received notice from a Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day date of the proposed borrowingany Borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made time of any required payment by the such Lender by wire transfer in respect of immediately a Letter of Credit Disbursement, that such Lender will not make available funds to the Trustee (Agent such Lender's share of such Borrowing or payment, the Agent may assume that such Lender has made such share available to the Agent on behalf the date of the Authority) such Borrowing or payment in accordance with written instructions provided by subsections (c) and (d) or (e), as applicable, of this Section 2.02 and the Authority. IfAgent may, after examinationin reliance upon such assumption, the Lender shall have determined that a Request for Advance does not conform make available to the terms and conditions hereofBorrower or an Issuing Bank, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons thereforas applicable, on such date a corresponding amount. The Authority may attempt to correct any such nonconforming Request for Advance, if, If and to the extent that the Authority is entitled (without regard such Lender shall not have so made such share available to the provisions Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available by the Agent until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.05 or Section 2.13(g), as applicable, and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Agent such corresponding amount in respect of a Borrowing, such amount so repaid shall constitute such Lender's Loan included in such Borrowing for purposes of this sentence) and able to do soAgreement.

Method of Borrowing. (a) To request an Advance hereunder, the Company shall: (i) Upon receipt of a Request for Advance give notification, by the Lender not later than 11:00 a.m. New York time on the Business Day telephone (which is three New York Banking Days immediately prior to the day of the proposed borrowing (provided, however, with respect to the proposed borrowing to notification shall be made on the Effective Borrowing Date, may be made either before or after delivery of the Authority Advance Request referred to in clause (ii) below and shall only be required subject to provide Section 3.5(b)), to the Lender Administrative Agent 50746764_11 that the Advance Request for 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 two New York Banking Days Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by facsimile and by email prior to the Effective DateApplicable 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 delivered to the LenderAdministrative 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); (6) the location and number of the Company’s account to which funds are to be disbursed, which shall be a deposit account of the Company’s maintained with the Administrative Agent; 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 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 delivered to the Collateral 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 terms and conditions avoidance of this Agreementdoubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be required in addition to, and shall not relieve such Bank from its obligation to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority Applicable Tranche Revolving Loans ratably in an amount equal proportion to the amount of the requested borrowingits Applicable Tranche Commitment. Notwithstanding the foregoing, in In the event the Company is unable to submit any such Request for Advance is received by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior notices via facsimile (due to the day of the proposed borrowingoperational difficulties or otherwise), the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message)Administrative Agent may, with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) in accordance with written instructions provided by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct any such nonconforming Request for Advance, if, and to the extent that commercially reasonable and following telephone notices by the Authority is entitled (without regard Company requesting same, agree to the provisions of this sentence) and able to do soaccept such notices via other electronic delivery methods.

Method of Borrowing. (a) In order to make a borrowing of Revolving Loans (other than (i) Upon receipt borrowings of Swingline Loans, which shall be made pursuant to Section 2.02(c), (ii) borrowings for the purpose of repaying Refunded Swingline Loans, which shall be made pursuant to Section 2.02(d), (iii) borrowings for the purpose of paying unpaid Reimbursement Obligations, which shall be made pursuant to Section 3.05, and (iv) borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.04), the applicable Borrower shall give notice (each, a “Notice of Borrowing”) substantially in the form of Exhibit B-1 to the Administrative Agent by 11:00 a.m. (Charlotte time) on the Business Day of each Base Rate Loan to be made to such Borrower, and by 11:00 a.m. (Charlotte time) at least three (3) Business Days before each SOFR Loan to be made to such Borrower, specifying: (i) the date of such Revolving Loan, which shall be a Business Day during the Revolving Credit Period; (ii) the aggregate principal amount of such Revolving Loan; (iii) the initial Type of the Loan, provided that if such Borrower shall have failed to designate the Type of such Loan, such Borrower shall be deemed to have requested a borrowing comprised of Base Rate Loans; and (iv) in the case of a Request for Advance SOFR Loan, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, provided that if such Borrower shall have failed to select the duration of the applicable Interest Period, then such Borrower shall be deemed to have selected an Interest Period with a duration of one month. (b) Not later than 2:00 p.m. (Charlotte time) on the date of each Revolving Loan, each Bank shall make available its Pro Rata Share of such Revolving Loan, in Dollars and in funds immediately available to the Administrative Agent at its address specified in Schedule 9.04. The Administrative Agent will make the funds so received from the Banks available to the applicable Borrower immediately thereafter at the Administrative Agent’s aforesaid address by crediting such funds to the deposit account specified by such Borrower on its Account Designation Letter (or such other account mutually agreed upon in writing between the Administrative Agent and such Borrower). The Administrative Agent shall not be required to make any amount available to the applicable Borrower hereunder except to the extent the Administrative Agent shall have received such amounts from the Banks as set forth herein, provided, however, that unless the Administrative Agent shall have been notified by a Bank prior to the time a Loan is to be made hereunder that such Bank does not intend to make its Pro Rata Share of such Loan available to the Administrative Agent, the Administrative Agent may assume that such Bank has made such Pro Rata Share available to the Administrative Agent prior to such time, and the Administrative Agent may in reliance upon such assumption, but shall not be required to, make available to the applicable Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Bank and the Administrative Agent has made such amount available to the applicable Borrower, the applicable Bank and applicable Borrower severally agree to pay to the Administrative Agent forthwith and on demand such corresponding amount, together with interest thereon in respect of each day during the period from and including the date such amount was made available to such Borrower to but excluding the date the Administrative Agent recovers such amount at (i) in the case of a payment to be made by such Bank, the greater of the Federal Funds Rate and a rate determined by the Lender Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by such Borrower, the Adjusted Base Rate. (c) In order to make a borrowing of a Swingline Loan, the applicable Borrower will give the Administrative Agent and the Swingline Bank written notice not later than 11:00 a.m. New York time a.m., Charlotte time, on the Business Day which is three New York Banking Days immediately prior to date of such borrowing. Each such notice (each, a “Notice of Swingline Borrowing”) shall be substantially in the day form of Exhibit B-2, shall be irrevocable and shall specify (i) the principal amount of the proposed borrowing (provided, however, with respect to the proposed borrowing Swingline Loan to be made on pursuant to such borrowing (which shall not be less than $100,000 and, if greater, shall be in an integral multiple of $100,000 in excess thereof (or, if less, in the Effective Dateamount of the Unutilized Swingline Commitment)) and (ii) the date of such Swingline Loan, which shall be a Business Day during the Authority shall only be required to provide the Lender the Request for Advance two New York Banking Revolving Credit Period, but not later than fourteen (14) Business Days prior to the Effective Swingline Maturity Date). Not later than 2:00 p.m., Charlotte time, on the date of the Swingline Loan, the Lender, subject to the terms and conditions of this Agreement, shall be required to Swingline Bank will make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in available an amount equal to the amount of the requested borrowing. Notwithstanding the foregoingsuch Swingline Loan, in Dollars and in funds immediately available in Charlotte, North Carolina to the event Administrative Agent. To the extent the Swingline Bank has made such Request for Advance is amount available to the Administrative Agent as provided hereinabove, the Administrative Agent will make such amount available to the applicable Borrower in like funds as received by the Lender after Administrative Agent. (d) With respect to any outstanding Swingline Loans, the Swingline Bank may at any time (whether or not an Event of Default has occurred and is continuing) in its sole and absolute discretion, and is hereby authorized and empowered by the applicable Borrower to, cause a borrowing of Revolving Loans to be made for the purpose of repaying such Swingline Loans by delivering to the Administrative Agent (if the Administrative Agent is not also the Swingline Bank) and each other Bank (on behalf of, and with a copy to, the Borrowers), not later than 11:00 a.m. New York time a.m., Charlotte time, on the Business Day proposed date of such Revolving Loan, a notice (which is three New York Banking Days immediately prior to the day of the proposed borrowing, the Lender shall be required deemed to be a Notice of Borrowing given by the applicable Borrower) requesting the Banks to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission Revolving Loans (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance which shall be made initially as Base Rate Loans) on such date in an aggregate amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date such notice is given that the Swingline Bank requests to be repaid. Not later than 2:00 p.m., Charlotte time, on the requested date of such Revolving Loans, each Bank (other than the Swingline Bank) will make available its Pro Rata Share of such Revolving Loan, in Dollars and in funds immediately available to the Administrative Agent at its address specified in Schedule 9.04. To the extent the Banks have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Bank in like funds as received by the Lender by wire transfer Administrative Agent, which shall apply such amounts in repayment of immediately available funds the Refunded Swingline Loans. Notwithstanding any provision of this Agreement to the Trustee contrary, on the date of such Loan, the Refunded Swingline Loans (including the Swingline Bank’s Pro Rata Share thereof, in its capacity as a Bank) shall be deemed to be repaid with the proceeds of the Revolving Loans made as provided above (including a Revolving Loan deemed to have been made by the Swingline Bank), and such Refunded Swingline Loans deemed to be so repaid shall no longer be outstanding as Swingline Loans but shall be outstanding as Revolving Loans. If any portion of any such amount repaid (or deemed to be repaid) to the Swingline Bank shall be recovered by or on behalf of the Authorityapplicable Borrower from the Swingline Bank in any proceeding under any Debtor Relief Law or otherwise, the loss of the amount so recovered shall be shared ratably among all the Banks based on each Bank’s Pro Rata Share. (e) If, as a result of any proceeding under any Debtor Relief Law with respect to any Borrower, Revolving Loans are not made pursuant to Section 2.02(d) in accordance an amount sufficient to repay any amounts owed to the Swingline Bank in respect of any outstanding Swingline Loans, or if the Swingline Bank is otherwise precluded for any reason from giving a notice on behalf of the applicable Borrower as provided for hereinabove, the Swingline Bank shall be deemed to have sold without recourse, representation or warranty, and each Bank shall be deemed to have purchased and hereby agrees to purchase, a participation in such outstanding Swingline Loans in an amount equal to its Pro Rata Share at such time of the unpaid amount thereof together with written instructions accrued interest thereon. Upon one (1) Business Day’s prior notice from the Swingline Bank, each Bank (other than the Swingline Bank) will make available its Pro Rata Share of such Revolving Loan, in Dollars and in funds immediately available to the Administrative Agent at its address specified in Schedule 9.04. To the extent the Banks have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Bank in like funds as received by the AuthorityAdministrative Agent. If, after examinationIn the event any such Bank fails to make available to the Administrative Agent the amount of such Bank’s participation as provided in this Section 2.02(e), the Lender Swingline Bank shall have determined that a Request be entitled to recover such amount on demand from such Bank, together with interest thereon for Advance does not conform each day from the date such amount is required to be made available for the account of the Swingline Bank until the date such amount is made available to the terms Swingline Bank at the Federal Funds Rate for the first three (3) Business Days and conditions hereofthereafter at the Adjusted Base Rate applicable to Revolving Loans. Promptly following its receipt of any payment by or on behalf of the applicable Borrower in respect of a Swingline Loan, then the Lender shall use its best efforts Swingline Bank will pay to give notice each Bank that has acquired a participation therein such Bank’s Pro Rata Share of such payment. (f) Notwithstanding any provision of this Agreement to the Authority contrary, the obligation of each Bank (other than the Swingline Bank) to make Revolving Loans for the effect purpose of repaying any Refunded Swingline Loans pursuant to Section 2.02(d) and each such Bank’s obligation to purchase a participation in any unpaid Swingline Loans pursuant to Section 2.02(e) shall be absolute and unconditional and shall not be affected by any circumstance or event whatsoever, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right that documentation was such Bank may have against the Swingline Bank, the Administrative Agent, any Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default, (iii) the failure of the amount of such borrowing of Revolving Loans to meet the minimum borrowing amount specified in Section 2.01(a), or (iv) the failure of any conditions set forth in Section 4.02 or elsewhere herein to be satisfied. (g) The obligations of the Banks hereunder to make Loans, to fund participations in Letters of Credit and Swingline Loans and to make payments pursuant to Section 9.03(c) are several and not joint. The failure of any Bank to make any Loan, to fund any such participation or to make any such payment on any date shall not relieve any other Bank of its corresponding obligation, if any, hereunder to do so on such date, but no Bank shall be responsible for the failure of any other Bank to so make its Loan, purchase its participation or to make any such payment required hereunder. (h) Each Bank may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan to or for the account of such Bank in accordance with the terms of this Agreement. (i) Each Borrower hereby irrevocably authorizes the Administrative Agent to rely on telephonic, telegraphic, facsimile, telex or written instructions of any person identifying himself or herself as one of the individuals listed on Schedule 2.02 attached hereto (or any other individual from time to time authorized to act on behalf of such Borrower pursuant to a resolution adopted by the Board of Directors of such Borrower and conditions hereof certified by the Secretary of such Borrower and stating delivered to the reasons therefor. The Authority may attempt Administrative Agent) (the “Authorized Individuals”) with respect to correct any request to make a Loan or a repayment by such nonconforming Request for Advance, ifBorrower hereunder, and on any signature which the Administrative Agent believes to be genuine, and such Borrower shall be bound thereby in the same manner as if such individual were actually authorized or such signature were genuine; provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed on an Account Designation Letter. Each Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. Each Borrower also hereby agrees to defend and indemnify the Administrative Agent and each Bank and hold the Administrative Agent and each Bank harmless from and against any and all claims, demands, damages, liabilities, losses, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) relating to or arising out of or in connection with the 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 foregoing to the extent that resulting from the Authority is entitled (without regard to Administrative Agent’s or such Bank’s own fraud, gross negligence or willful misconduct or a material breach in bad faith by the provisions Administrative Agent or such Bank of this sentence) and able to do soits obligations hereunder, in each case, as determined by a final non-appealable judgment of a court of competent jurisdiction.

Method of Borrowing. (a) The Borrower shall give the -------------------- Agent notice (a "Notice of Borrowing") not later than 10:00 A.M. (New York City time) on the date of any Base Rate Borrowing and not later than 10:00 A.M. (New York City time) at least three Euro-Dollar Business Days before each Euro-Dollar Borrowing, specifying: (i) 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, which shall be $5,000,000 or a larger multiple of $1,000,000 (except that any Borrowing may be in the aggregate amount of the unused Commitment of the applicable Class); (iii) whether the Loans comprising such Borrowing are to be Base Rate Loans or Euro-Dollar Loans; 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. (b) Upon receipt of a Request for Advance Notice of Borrowing, the Agent shall promptly notify each Lender of the contents thereof and of such Lender's share of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Lender not Borrower. (c) Not later than 11:00 a.m. 12:00 Noon (New York time City time) on the Business Day which is three date of each Borrowing, each Lender shall (except as provided in subsection (d) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York Banking Days immediately prior City, to the day of Agent at its address specified in or pursuant to Section 10.01. Unless the proposed borrowing (providedAgent determines that any applicable condition specified in Article III has not been satisfied, however, with respect the Agent will make the funds so received from the Lenders available to the proposed borrowing Borrower at the Agent's aforesaid address. (d) If any Lender makes a new Loan hereunder on a day on which the Borrower is to be made on the Effective Date, the Authority shall only be required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the repay all or any part of an outstanding Loan from such Lender, subject to such Lender shall apply the terms and conditions proceeds of this Agreement, shall be required its new Loan to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in repayment and only an amount equal to the difference (if any) between the amount being borrowed and the amount being repaid shall be made available by such Lender to the Agent as provided in subsection (b), or remitted by the Borrower to the Agent as provided in Section 2.10, as the case may be. (e) If the Agent has not received from the Borrower the payment required by Section 2.13(g) by 12:30 P.M. (New York City time) on the date on which an Issuing Bank has notified the Borrower and the Agent that payment of a draft presented under any Letter of Credit will be made, as provided in Section 2.13(g), the Agent will promptly notify such Issuing Bank and each Lender of the requested borrowing. Notwithstanding the foregoingLetter of Credit Disbursement and, in the event case of each Lender, its Applicable Percentage of such Request for Advance is Letter of Credit Disbursement. Not later than 2:00 P.M. (New York City time) on such date, each Lender shall make available such Lender's Applicable Percentage of such Letter of Credit Disbursement, in Federal or other funds immediately available in New York City, to the Agent at its address specified in or pursuant to Section 10.01, and the Agent will promptly make such funds available to the applicable Issuing Bank. The Agent will promptly remit to each Lender that shall have made such funds available its Applicable Percentage of any amounts subsequently received by the Agent from the Borrower in respect of such Letter of Credit Disbursement. (f) Unless the Agent shall have received notice from a Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day date of the proposed borrowingany Borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made time of any required payment by the such Lender by wire transfer in respect of immediately a Letter of Credit Disbursement, that such Lender will not make available funds to the Trustee (Agent such Lender's share of such Borrowing or payment, the Agent may assume that such Lender has made such share available to the Agent on behalf the date of the Authority) such Borrowing or payment in accordance with written instructions provided by subsections (c) and (d) or (e), as applicable, of this Section 2.02 and the Authority. IfAgent may, after examinationin reliance upon such assumption, the Lender shall have determined that a Request for Advance does not conform make available to the terms and conditions hereofBorrower or an Issuing Bank, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons thereforas applicable, on such date a corresponding amount. The Authority may attempt to correct any such nonconforming Request for Advance, if, If and to the extent that the Authority is entitled (without regard such Lender shall not have so made such share available to the provisions Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available by the Agent until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.05 or Section 2.13(g), as applicable, and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Agent such corresponding amount in respect of a Borrowing, such amount so repaid shall constitute such Lender's Loan included in such Borrowing for purposes of this sentence) and able to do soAgreement.

Method of Borrowing. (a) The Borrower shall give the Administrative Agent notice (a “Notice of Borrowing”), which shall be substantially in the form approved by the Administrative Agent and separately provided to the Borrower, prior to 12:00 p.m. (New York City time) on the same day for a Base Rate Borrowing, prior to 11:00 a.m. (New York City time) at least two (2) U.S. Government Securities Business Days prior to each Term SOFR Borrowing and, if applicable pursuant to this Agreement, prior to 11:00 a.m. (New York City time) at least five (5) U.S. Government Securities Business Days prior to each Daily Simple SOFR Borrowing. Each Notice of Borrowing shall be signed by any authorized officer of the Borrower and shall specify: (i) the date of the applicable Borrowing, which shall be a Business Day; (ii) the aggregate principal amount of such Borrowing; (iii) whether the Loans comprising such Borrowing are to be Base Rate Loans, Term SOFR Loans or, if applicable pursuant to this Agreement, Daily Simple SOFR Loans; (iv) in the case of a Term SOFR Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period; and (v) the location and number of the Borrower’s account to which funds are to be disbursed. (b) Upon receipt of a Request for Advance 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 Lender Borrower. (c) Not later than 2:00 p.m. (New York City time) on the date of each Borrowing, each Bank shall (except as provided in paragraph (d) of this Section) make available its ratable share of such Borrowing in Dollars immediately available in New York, New York, to the Administrative Agent at such account of the Administrative Agent as shall be specified by it for such purpose from time to time. The Administrative Agent will make the funds so received by it from the Banks available to the Borrower, at the account of the Borrower specified in the applicable Notice of Borrowing, not later than 11:00 a.m. 4:30 p.m. (New York time City time) on the Business Day which is three New York Banking Days immediately date of any relevant Borrowing. Unless the Administrative Agent receives notice from a Bank, prior to the day date of any Borrowing, stating that such Bank will not make a Loan in connection with such Borrowing, the proposed borrowing (providedAdministrative Agent shall, however, with respect in relation to the proposed borrowing Banks, be entitled to be made assume that such Bank will make a Loan in connection with such Borrowing and, in reliance on the Effective Datesuch assumption, the Authority Administrative Agent may (but shall only not be required to provide the Lender the Request for Advance two New York Banking Days prior obligated to) make available such Bank’s ratable share of such Borrowing to the Effective Date), the Lender, subject to the terms and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing Borrower for the account of such Bank. If the Authority in an amount equal Administrative Agent makes any such Bank’s ratable share of a Borrowing available to the Borrower, the Administrative Agent 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 Administrative Agent shall promptly notify (which notice may be telephonic) the requested borrowing. Notwithstanding the foregoing, in the event such Request for Advance is received by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day Borrower of the proposed borrowing, the Lender shall be required details of any notice received from any Bank stating that any such Bank does not intend to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt its ratable share of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (funds available in connection with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) in accordance with written instructions provided by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct any such nonconforming Request for Advance, if, and to the extent that the Authority is entitled (without regard to the provisions of this sentence) and able to do so.relevant

Method of Borrowing. (a) In order to make a borrowing of Revolving Loans (other than (i) Upon receipt borrowings of Swingline Loans, which shall be made pursuant to Section 2.02(c), (ii) borrowings for the purpose of repaying Refunded Swingline Loans, which shall be made pursuant to Section 2.02(d), (iii) borrowings for the purpose of paying unpaid Reimbursement Obligations, which shall be made pursuant to Section 3.05, and (iv) borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.04), the applicable Borrower shall give notice (each, a “Notice of Borrowing”) substantially in the form of Exhibit B-1 to the Administrative Agent by 11:00 a.m. (Charlotte time) on the Business Day of each Base Rate Loan to be made to such Borrower, and by 11:00 a.m. (Charlotte time) at least three (3) Business Days before each SOFR Loan to be made to such Borrower, specifying: (i) the date of such Revolving Loan, which shall be a Business Day during the Revolving Credit Period; (ii) the aggregate principal amount of such Revolving Loan; (iii) the initial Type of the Loan, provided that if such Borrower shall have failed to designate the Type of such Loan, such Borrower shall be deemed to have requested a borrowing comprised of Base Rate Loans; and (iv) in the case of a Request for Advance SOFR Loan, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, provided that if such Borrower shall have failed to select the duration of the applicable Interest Period, then such Borrower shall be deemed to have selected an Interest Period with a duration of one month. (b) Not later than 2:00 p.m. (Charlotte time) on the date of each Revolving Loan, each Bank shall make available its Pro Rata Share of such Revolving Loan, in Dollars and in funds immediately available to the Administrative Agent at its address specified in Schedule 9.04. The Administrative Agent will make the funds so received from the Banks available to the applicable Borrower immediately thereafter at the Administrative Agent’s aforesaid address by crediting such funds to the deposit account specified by such Borrower on its Account Designation Letter (or such other account mutually agreed upon in writing between the Administrative Agent and such Borrower). The Administrative Agent shall not be required to make any amount available to the applicable Borrower hereunder except to the extent the Administrative Agent shall have received such amounts from the Banks as set forth herein, provided, however, that unless the Administrative Agent shall have been notified by a Bank prior to the time a Loan is to be made hereunder that such Bank does not intend to make its Pro Rata Share of such Loan available to the Administrative Agent, the Administrative Agent may assume that such Bank has made such Pro Rata Share available to the Administrative Agent prior to such time, and the Administrative Agent may in reliance upon such assumption, but shall not be required to, make available to the applicable Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Bank and the Administrative Agent has made such amount available to the applicable Borrower, the applicable Bank and applicable Borrower severally agree to pay to the Administrative Agent forthwith and on demand such corresponding amount, together with interest thereon in respect of each day during the period from and including the date such amount was made available to such Borrower to but excluding the date the Administrative Agent recovers such amount at (i) in the case of a payment to be made by such Bank, the greater of the Federal Funds Rate and a rate determined by the Lender Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by such Borrower, the Adjusted Base Rate. (c) In order to make a borrowing of a Swingline Loan, the applicable Borrower will give the Administrative Agent and the Swingline Bank written notice not later than 11:00 a.m. New York time a.m., Charlotte time, on the Business Day which is three New York Banking Days immediately prior to date of such borrowing. Each such notice (each, a “Notice of Swingline Borrowing”) shall be substantially in the day form of Exhibit B-2, shall be irrevocable and shall specify (i) the principal amount of the proposed borrowing (provided, however, with respect to the proposed borrowing Swingline Loan to be made on pursuant to such borrowing (which shall not be less than $100,000 and, if greater, shall be in an integral multiple of $100,000 in excess thereof (or, if less, in the Effective Dateamount of the Unutilized Swingline Commitment)) and (ii) the date of such Swingline Loan, which shall be a Business Day during the Authority shall only be required to provide the Lender the Request for Advance two New York Banking Revolving Credit Period, but not later than fourteen (14) Business Days prior to the Effective Swingline Maturity Date). Not later than 2:00 p.m., Charlotte time, on the date of the Swingline Loan, the Lender, subject to the terms and conditions of this Agreement, shall be required to Swingline Bank will make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in available an amount equal to the amount of the requested borrowing. Notwithstanding the foregoingsuch Swingline Loan, in Dollars and in funds immediately available in Charlotte, North Carolina to the event Administrative Agent. To the extent the Swingline Bank has made such Request for Advance is amount available to the Administrative Agent as provided hereinabove, the Administrative Agent will make such amount available to the applicable Borrower in like funds as received by the Lender after Administrative Agent. (d) With respect to any outstanding Swingline Loans, the Swingline Bank may at any time (whether or not an Event of Default has occurred and is continuing) in its sole and absolute discretion, and is hereby authorized and empowered by the applicable Borrower to, cause a borrowing of Revolving Loans to be made for the purpose of repaying such Swingline Loans by delivering to the Administrative Agent (if the Administrative Agent is not also the Swingline Bank) and each other Bank (on behalf of, and with a copy to, the Borrowers), not later than 11:00 a.m. New York time a.m., Charlotte time, on the Business Day proposed date of such Revolving Loan, a notice (which is three New York Banking Days immediately prior to the day of the proposed borrowing, the Lender shall be required deemed to be a Notice of Borrowing given by the applicable Borrower) requesting the Banks to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission Revolving Loans (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance which shall be made initially as Base Rate Loans) on such date in an aggregate amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date such notice is given that the Swingline Bank requests to be repaid. Not later than 2:00 p.m., Charlotte time, on the requested date of such Revolving Loans, each Bank (other than the Swingline Bank) will make available its Pro Rata Share of such Revolving Loan, in Dollars and in funds immediately available to the Administrative Agent at its address specified in Schedule 9.04. To the extent the Banks have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Bank in like funds as received by the Lender by wire transfer Administrative Agent, which shall apply such amounts in repayment of immediately available funds the Refunded Swingline Loans. Notwithstanding any provision of this Agreement to the Trustee contrary, on the date of such Loan, the Refunded Swingline Loans (including the Swingline Bank’s Pro Rata Share thereof, in its capacity as a Bank) shall be deemed to be repaid with the proceeds of the Revolving Loans made as provided above (including a Revolving Loan deemed to have been made by the Swingline Bank), and such Refunded Swingline Loans deemed to be so repaid shall no longer be outstanding as Swingline Loans but shall be outstanding as Revolving Loans. If any portion of any such amount repaid (or deemed to be repaid) to the Swingline Bank shall be recovered by or on behalf of the Authorityapplicable Borrower from the Swingline Bank in any proceeding under any Debtor Relief Law or otherwise, the loss of the amount so recovered shall be shared ratably among all the Banks based on each Bank’s Pro Rata Share. (e) If, as a result of any proceeding under any Debtor Relief Law with respect to any Borrower, Revolving Loans are not made pursuant to Section 2.02(d) in accordance an amount sufficient to repay any amounts owed to the Swingline Bank in respect of any outstanding Swingline Loans, or if the Swingline Bank is otherwise precluded for any reason from giving a notice on behalf of the applicable Borrower as provided for hereinabove, the Swingline Bank shall be deemed to have sold without recourse, representation or warranty, and each Bank shall be deemed to have purchased and hereby agrees to purchase, a participation in such outstanding Swingline Loans in an amount equal to its Pro Rata Share at such time of the unpaid amount thereof together with written instructions accrued interest thereon. Upon one (1) Business Day’s prior notice from the Swingline Bank, each Bank (other than the Swingline Bank) will make available its Pro Rata Share of such Revolving Loan, in Dollars and in funds immediately available to the Administrative Agent at its address specified in Schedule 9.04. To the extent the Banks have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Bank in like funds as received by the AuthorityAdministrative Agent. If, after examinationIn the event any such Bank fails to make available to the Administrative Agent the amount of such Bank’s participation as provided in this Section 2.02(e), the Lender Swingline Bank shall have determined that a Request be entitled to recover such amount on demand from such Bank, together with interest thereon for Advance does not conform each day from the date such amount is required to be made available for the account of the Swingline Bank until the date such amount is made available to the terms Swingline Bank at the Federal Funds Rate for the first three (3) Business Days and conditions hereofthereafter at the Adjusted Base Rate applicable to Revolving Loans. Promptly following its receipt of any payment by or on behalf of the applicable Borrower in respect of a Swingline Loan, then the Lender shall use its best efforts Swingline Bank will pay to give notice each Bank that has acquired a participation therein such Bank’s Pro Rata Share of such payment. (f) Notwithstanding any provision of this Agreement to the Authority contrary, the obligation of each Bank (other than the Swingline Bank) to make Revolving Loans for the effect purpose of repaying any Refunded Swingline Loans pursuant to Section 2.02(d) and each such Bank’s obligation to purchase a participation in any unpaid Swingline Loans pursuant to Section 2.02(e) shall be absolute and unconditional and shall not be affected by any circumstance or event whatsoever, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right that documentation was such Bank may have against the Swingline Bank, the Administrative Agent, any Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default, (iii) the failure of the amount of such borrowing of Revolving Loans to meet the minimum borrowing amount specified in Section 2.01(a), or (iv) the failure of any conditions set forth in Section 4.02 or elsewhere herein to be satisfied. (g) The obligations of the Banks hereunder to make Loans, to fund participations in Letters of Credit and Swingline Loans and to make payments pursuant to Section 9.03(c) are several and not joint. The failure of any Bank to make any Loan, to fund any such participation or to make any such payment on any date shall not relieve any other Bank of its corresponding obligation, if any, hereunder to do so on such date, but no Bank shall be responsible for the failure of any other Bank to so make its Loan, purchase its participation or to make any such payment required hereunder. (h) Each Bank may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan to or for the account of such Bank in accordance with the terms of this Agreement. (i) Each Borrower hereby irrevocably authorizes the Administrative Agent to rely on telephonic, telegraphic, facsimile, telex or written instructions of any person identifying himself or herself as one of the individuals listed on Schedule 2.02 attached hereto (or any other individual from time to time authorized to act on behalf of such Borrower pursuant to a resolution adopted by the Board of Directors of such Borrower and conditions hereof certified by the Secretary of such ▇▇▇▇▇▇▇▇ and stating delivered to the reasons therefor. The Authority may attempt Administrative Agent) (the “Authorized Individuals”) with respect to correct any request to make a Loan or a repayment by such nonconforming Request for Advance, ifBorrower hereunder, and on any signature which the Administrative Agent believes to be genuine, and such Borrower shall be bound thereby in the same manner as if such individual were actually authorized or such signature were genuine; provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed on an Account Designation Letter. Each Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. Each Borrower also hereby agrees to defend and indemnify the Administrative Agent and each Bank and hold the Administrative Agent and each Bank harmless from and against any and all claims, demands, damages, liabilities, losses, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) relating to or arising out of or in connection with the 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 foregoing to the extent that resulting from the Authority is entitled (without regard to Administrative Agent’s or such Bank’s own fraud, gross negligence or willful misconduct or a material breach in bad faith by the provisions Administrative Agent or such Bank of this sentence) and able to do soits obligations hereunder, in each case, as determined by a final non-appealable judgment of a court of competent jurisdiction.

Method of Borrowing. (a) The Borrower shall give the Agent notice (a "NOTICE OF BORROWING") not later than 11:00 A.M. (New York City time) on (x) the date of each Base Rate Borrowing and (y) the third EuroDollar Business Day before each EuroDollar Borrowing, specifying: (i) the date of such Borrowing, which shall be a Domestic Business Day in the case of a Base Rate Borrowing or a EuroDollar Business Day in the case of a EuroDollar Borrowing; (ii) the aggregate amount of such Borrowing; (iii) whether the Loans comprising such Borrowing are to bear interest initially at the Base Rate or the EuroDollar Rate; and (iv) in the case of a EuroDollar Borrowing, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (b) Upon receipt of a Request for Advance 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 Lender not Borrower. (c) Not later than 11:00 a.m. 12:30 P.M. (New York time City time) on the Business Day which is three 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 Banking Days immediately City, to the Agent at its address referred to in Section 9.01. Unless the Agent determines that any applicable condition specified in Article 3 has not been satisfied, the Agent will make the funds so received from the Banks available to the Borrower at the Agent's aforesaid address. (d) Unless the Agent shall have received notice from a Bank prior to the day date of the proposed borrowing (provided, however, with respect any Borrowing that such Bank will not make available to the proposed borrowing Agent such Bank's share of such Borrowing, the Agent may assume that such Bank has made such share available to be made the Agent on the Effective Date, the Authority shall only be required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lender, subject to the terms and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in an amount equal to the amount of the requested borrowing. Notwithstanding the foregoing, in the event such Request for Advance is received by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt date of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) Borrowing in accordance with written instructions provided by subsection (c) of this Section and the Authority. IfAgent may, after examinationin reliance upon such assumption, the Lender shall have determined that a Request for Advance does not conform make available to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons thereforBorrower on such date a corresponding amount. The Authority may attempt to correct any such nonconforming Request for Advance, if, If and to the extent that the Authority is entitled (without regard such Bank shall not have so made such share available to the provisions Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.05 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of this sentence) and able to do soAgreement.

Method of Borrowing. (a) Borrower shall give Lender oral or written notice (a “Notice of Borrowing”) by 10:00 a.m. (Birmingham time) on (i) Upon receipt of a Request for Advance by the Lender not later than 11:00 a.m. New York time on the Business Day on which is three New York Banking Days immediately prior to each Advance shall be made. Each Notice of Borrowing shall specify: (A) the day date of such advance, which shall be a Business Day during the proposed borrowing Term, and (provided, however, with respect to B) the proposed borrowing to aggregate principal amount of such advance. (b) A Notice of Borrowing shall not be made on the Effective Date, the Authority shall only be required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lender, subject revocable by Borrower. (c) Subject to the terms and conditions of this Agreement, provided that Lender has received the Notice of Borrowing, Lender shall be (unless Lender determines that any applicable condition specified in Section 4 has not been satisfied) make the applicable Advance to Borrower by crediting the amount of such Advance to a demand deposit account of Borrower at Lender specified by Borrower (or such other account mutually agreed upon in writing between Lender and Borrower) not later than 2:30 p.m. (Birmingham time) on the Business Day specified in said Notice of Borrowing. (d) If Lender makes a new Advance under this Agreement on a day on which Borrower is required to or has elected to repay all or any part of an outstanding Advance, Lender shall apply the proceeds of its new Advance to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in repayment and only an amount equal to the difference (if any) between the amount of being borrowed and the requested borrowing. Notwithstanding the foregoing, in the event such Request for Advance is received by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance amount being repaid shall be made available by Lender to Borrower. (e) Borrower hereby irrevocably authorizes Lender to rely on telephonic, telegraphic, telecopy, telex, electronic mail, or written instructions of any individual identifying himself or herself as one of the Lender by wire transfer of immediately available funds individuals listed on Schedule 3.03 attached hereto (or any other individual from time to the Trustee (time authorized to act on behalf of Borrower pursuant to a resolution adopted by either the Authority) in accordance with written instructions provided Board of Directors of Borrower and certified by the AuthoritySecretary of Borrower) with respect to any request to make an Advance or a repayment under this Agreement, and on any signature which Lender believes to be genuine, and Borrower shall be bound thereby in the same manner as if such individual were actually authorized or such signature were genuine. IfBorrower also hereby agrees to defend and indemnify Lender and hold Lender harmless from and against any and all claims, after examinationdemands, the Lender shall have determined that a Request for Advance does not conform damages, liabilities, losses and reasonable costs and expenses (including, without limitation, reasonable Attorneys’ Fees and expenses) relating to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not or arising out of or in accordance connection with the terms acceptance of instructions for making Advances or repayments under this Agreement; unless such claims, demands, damages, liabilities and conditions hereof and stating the reasons therefor. The Authority may attempt to correct any such nonconforming Request for Advance, if, and to the extent that the Authority is entitled (without regard to the provisions of this sentence) and able to do solosses are caused solely by Lender’s gross negligence or intentional misconduct.

Method of Borrowing. (a) On each Borrowing Date for Revolving Loans, each applicable Lender shall make available its Loan (i) Upon receipt of a Request for Advance by the Lender if such Loan is denominated in Dollars, not later than 11:00 a.m. 2:00 p.m. (New York time time) in federal or other funds immediately available to the Administrative Agent, in New York at its address specified in or pursuant to Article XIV and (ii) if such Loan is denominated in an Agreed Currency other than Dollars, not later than noon, local time, in the city of the Administrative Agent’s Lending Installation for such currency, 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 applicable Borrower at the Administrative Agent’s aforesaid address. (b) Each Appropriate Foreign Currency Swing Lender shall, upon fulfillment of the applicable conditions set forth in Article IV (which fulfillment each Appropriate Foreign Currency Swing Lender may assume in the absence of prior written notice from the applicable Borrower, the Administrative Agent or the Required Lenders to the contrary), make any requested Foreign Currency Swing Loan available on the Business requested Borrowing Date in Same Day Funds available to such Borrower in the Appropriate Foreign Currency in the amount requested by such Borrower at such Appropriate Foreign Currency Swing Lender’s Lending Installation. (c) The Euro Swing Lender shall, upon fulfillment of the applicable conditions set forth in Article IV (which is three New York Banking Days immediately fulfillment the Euro Swing Lender may assume in the absence of prior written notice from the applicable Borrower, the Administrative Agent or the Required Lenders to the day contrary), make any requested Euro Swing Loan available on the requested Borrowing Date in Same Day Funds available to such Borrower in Euros in the amount requested by such Borrower at the Euro Swing Lender’s Lending Installation. (d) Each U.S. Swing Lender shall, upon fulfillment of the proposed borrowing applicable conditions set forth in Article IV (providedwhich fulfillment each U.S. Swing Lender may assume in the absence of prior written notice from the applicable Borrower, howeverthe Administrative Agent or the Required Lenders to the contrary), make its share of any requested U.S. Swing Loan available on the requested Borrowing Date, in funds immediately available in New York, to the Administrative Agent at its Lending Installation. The Administrative Agent will promptly make the funds so received from each U.S. Swing Lender available to such Borrower on the Borrowing Date at the Administrative Agent’s aforesaid address. (e) Any change to the account or accounts of any Borrower into which the proceeds of any Revolving Advance or Swing Loan are to be deposited or credited, or any change in the instructions of any Borrower with respect to the proposed borrowing to be made on funding or transfer of the Effective Date, the Authority shall only be required to provide the Lender the Request for proceeds of any Revolving Advance two New York Banking Days prior to the Effective Date), the Lender, subject to the terms and conditions of this Agreementor Swing Loan, shall be required to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in an amount equal to the amount of the requested borrowing. Notwithstanding the foregoing, in the event such Request for Advance is received by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as require a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) in accordance with written instructions provided by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to Administrative Agent or the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct any applicable Swing Lender of such nonconforming Request for Advancechange, if, and to the extent that the Authority is entitled (without regard to the provisions executed by two Authorized Officers of this sentence) and able to do sosuch Borrower.

Method of Borrowing. 2.2.1 [Reserved]. 2.2.2 [Reserved]. (ia) Upon receipt of a Request for Advance by the Each Lender not later than 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing (provided, however, with respect to the proposed borrowing shall make each Loan to be made by it hereunder on the Effective Date, the Authority shall only be required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lender, subject to the terms and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in an amount equal to the amount of the requested borrowing. Notwithstanding the foregoing, in the event such Request for Advance is received by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender Date by wire transfer of immediately available funds by 1:00 p.m., Central time, to the Trustee (on behalf account of the AuthorityAdministrative 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 account of the Borrower subject to a Deposit Account Control Agreement or, if directed by the 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. (b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Loan that such Lender will not make available to the Administrative Agent such Lender’s Percentage Share of such Loan, the Administrative Agent may assume that such Lender has made such Loan available on such date in accordance with written instructions provided by the Authority. IfSection 2.2.3 and may, after examinationin reliance upon such assumption, the Lender shall have determined that a Request for Advance does not conform make available to the terms and conditions hereofBorrower a corresponding amount. In such event, if a Lender has not in fact made its Loan available to the Administrative Agent, then the applicable Lender shall use its best efforts and the Borrower severally agree to give notice pay to the Authority 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 effect that documentation was not Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the terms and conditions hereof and stating case of the reasons therefor. The Authority may attempt to correct any such nonconforming Request for AdvanceBorrower, if, and the interest rate applicable to the extent that the Authority is entitled (without regard Loans. If such Lender pays such amount to the provisions of this sentence) and able to do soAdministrative Agent, then such amount shall constitute such Lender’s Loan.

Method of Borrowing. (a) The 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 Domestic 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) the date of the 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 the Borrowing; (iii) whether the Loans comprising the Borrowing are to bear interest initially at the Base Rate or a Euro-Dollar Rate; and (iv) in the case of a Euro-Dollar Borrowing, the duration of the 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 Request for Advance by the Lender not Tranche A Loan, a Tranche B Loan and a Tranche C Loan. (c) Not later than 11:00 a.m. 12:00 Noon (New York time City time) on the Business Day which is three 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 Banking Days immediately 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. (d) Unless the Administrative Agent shall have received notice from a Bank prior to the day date of the proposed borrowing (provided, however, with respect Borrowing that such Bank will not make available to the proposed borrowing Administrative Agent such Bank's share of the Borrowing, the Administrative Agent may assume that such Bank has made such share available to be made the Administrative Agent on the Effective Date, the Authority shall only be required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lender, subject to the terms and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on such day date of the proposed borrowing for the account of the Authority in an amount equal to the amount of the requested borrowing. Notwithstanding the foregoing, in the event such Request for Advance is received by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) Borrowing in accordance with written instructions provided by subsection (c) of this Section and the Authority. IfAdministrative Agent may, after examinationin reliance upon such assumption, the Lender shall have determined that a Request for Advance does not conform make available to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons thereforBorrower on such date a corresponding amount. The Authority may attempt to correct any such nonconforming Request for Advance, if, If and to the extent that the Authority is entitled (without regard such Bank shall not have so made such share available to the provisions 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 the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.05 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in the Borrowing for purposes of this sentence) and able to do soAgreement.

Method of Borrowing. (a) With respect to each Loan made pursuant to Section 2.1 hereof, except as provided in paragraph (c) below, a Borrower shall give the Lender a notice of borrowing notifying the Lender of its request to borrow hereunder which notice will specify (i) Upon receipt the date of the Loan, which date shall be a Business Day, (ii) whether the Loan will be a Base Rate Loan or a LIBOR Loan, (iii) the principal amount of the Loan, which in the case of a Request for Advance by LIBOR Loan shall be $500,000 or a greater multiple thereof, and (iv) in the case of a LIBOR Loan, the duration thereof which shall be one or three months, subject to the provisions of paragraph (d) below. The notice of borrowing shall be written, provided that it may be given orally (to be confirmed in writing if the Lender not later so requests) if the principal amount of the Loan is less than 11:00 a.m. New York time $500,000. (b) If a Borrower gives the notice required by Section 2.2(a) with respect to any Loan before 1:00 p.m. (Eastern Time), the Lender will disburse the proceeds of the Loan to the Borrowers in immediately available funds on the Business Day following the date of such notice. The Lender will disburse all Loans to the Borrowers by deposit in the Concentration Account (as that term is defined in the Cash Management Agreement) or, if the Cash Management Agreement shall no longer be in effect, by deposit in such account as shall be designated by the Borrowers in the applicable notice of borrowing. (c) On any Business Day that there would be outstanding (if not for the limitation as to the principal amount of advances set forth in Section 5(c) of the Cash Management Agreement) advances from the Lender to Technology under the Cash Management Agreement in an aggregate amount (the "Covered Amount") that is greater than $2.0 million, the Borrowers shall be deemed to have given the Lender a notice of borrowing requesting a Loan hereunder. The principal amount of the Loan so requested shall be the amount by which the Covered Amount exceeds $2.0 million. The Lender will make the proceeds thereof available to the Borrowers on the day a Borrower is deemed to give such notice. Each Loan made pursuant to this paragraph (c) shall be a Base Rate Loan. (d) If in any notice of borrowing given pursuant to paragraph (a) above a Borrower designates a period of duration for a LIBOR Loan which would otherwise end on a day which is three New York Banking Days immediately not a Business Day, that period shall end on the next preceding Business Day. Any such period of duration which begins prior to the day of Termination Date and would otherwise end after the proposed borrowing (provided, however, with respect to the proposed borrowing to be made Termination Date shall end on the Effective Termination Date, the Authority shall only be required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lender, subject to the terms and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in an amount equal to the amount of the requested borrowing. Notwithstanding the foregoing, in the event such Request for Advance is received by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) in accordance with written instructions provided by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct any such nonconforming Request for Advance, if, and to the extent that the Authority is entitled (without regard to the provisions of this sentence) and able to do so.

Method of Borrowing. Until the Acquisition Loan Draw Period Expiration Date, Borrowers may borrow, repay and reborrow under the Acquisition Note on any Business Day, provided that Borrowers shall not be entitled to receive and Bank shall not be obligated to make any Advance of the Acquisition Loan: (i) at any time an Event of Default or an Unmatured Event of Default has occurred or is continuing; or (ii) if the aggregate amount of all outstanding Advances of the Acquisition Loan would exceed the Acquisition Loan Commitment. Subject to the foregoing, Advances under the Acquisition Loan shall be made as follows: (1) Bank shall make an Advance upon Bank’s receipt of an Application for Advance from Borrower Representative by written, telecopy, or telephonic notice not later than 10:00 A.M., Indianapolis time, on the date the Advance is to be made, which notice shall specify the amount and the date of the requested Advance, provided that Bank may, at its discretion, make a disbursement upon an Information Request. 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 no Event of Default or Unmatured Event of Default has occurred and is continuing or would result from the making of the requested Advance, and that the requested Advance would not cause the outstanding Advances of the Acquisition Loan to exceed the Acquisition Loan Commitment. (3) Each Advance shall be made on a Business Day. (4) Upon receipt of a an Application for Advance, or at Bank’s discretion upon receipt of an Informal Request for an Advance by the Lender not later than 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day and upon compliance with any other conditions of the proposed borrowing (provided, however, with respect to the proposed borrowing to be made on the Effective Date, the Authority shall only be required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lender, subject to the terms and conditions lending stated in Section 6.01 of this Agreement, Bank shall be required to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in an amount equal to disburse the amount of the requested borrowing. Notwithstanding the foregoing, in the event such Request for Advance is received by the Lender after 11:00 a.m. New York time to Borrowers on the Business Day which is three New York Banking Days immediately prior date designated for the Advance. All Advances by Bank and payments by ▇▇▇▇▇▇▇▇▇ shall be recorded by Bank on its books and records, and the principal amount outstanding from time to time, plus interest payable thereon, shall be determined by reference to the day books and records of the proposed borrowing, the Lender Bank. Bank’s books and records shall be required presumed prima facie to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered correct as to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) in accordance with written instructions provided by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct any such nonconforming Request for Advance, if, and to the extent that the Authority is entitled (without regard to the provisions of this sentence) and able to do somatters.

Method of Borrowing. 2.2.1 The Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing not later than (a) 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 ABR Advance, not later than Noon, New York time, on the date of such proposed Advance. Each Notice of Borrowing shall specify: (i) the Borrowing Date, which shall be a Business Day, of such requested Advance; (ii) the aggregate amount of such requested Advance; (iii) whether such Advance is to be an ABR Advance or a Eurodollar Advance; and (iv) 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. 2.2.2 Upon receipt of a Request for Advance 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 not later than 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing (provided, however, with respect to the proposed borrowing shall make each Loan to be made by it hereunder on the Effective Date, the Authority shall only be required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lender, subject to the terms and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in an amount equal to the amount of the requested borrowing. Notwithstanding the foregoing, in the event such Request for Advance is received by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender Borrowing Date thereof by wire transfer of immediately available funds by 3:00 p.m., New York time, to the Trustee (on behalf account of the AuthorityAdministrative 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 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 written instructions provided by the Authority. IfSection 2.2.3 and may, after examinationin reliance upon such assumption, the Lender shall have determined that a Request for Advance does not conform make available to the terms and conditions hereofBorrower 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 shall use its best efforts and the Borrower severally agree to give notice pay to the Authority 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 effect that documentation was not Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the terms and conditions hereof and stating case of the reasons thereforBorrower, the interest rate applicable to ABR Loans. The Authority may attempt to correct any If such nonconforming Request for Advance, if, and Lender pays such amount to the extent that the Authority is entitled (without regard to the provisions of this sentence) and able to do soAdministrative Agent, then such amount shall constitute such Lender's Loan included in such Advance.

Method of Borrowing. (a) ALL ADVANCES. Borrower shall notify Lender at Lender's Principal Office, not later than the time required for the applicable type of Advance pursuant to SECTIONS 2.2(b) and (c), of the amount of such Advance and the date such Advance is to be effected (which shall be a Business Day), which notice shall specify what portion of such Advance is to be a LIBOR Rate Portion and/or a Variable Rate Portion. Such notification of a proposed Advance (a "NOTICE OF BORROWING") may be by telephone or in writing from an authorized officer or designated employee of Borrower, provided that upon the request of Lender, Borrower shall submit a written Notice of Borrowing confirming the terms of any telephonic Notice of Borrowing, and at any time Lender may notify Borrower that each Notice of Borrowing thereafter shall be in writing. Each Notice of Borrowing shall be in the form of EXHIBIT F attached hereto, and shall be irrevocable and binding on Borrower. Provided that all conditions precedent to the making of such Advance have been satisfied, Lender shall, on the date requested for such Advance, deposit the funds so requested in the deposit account of Borrower with Lender. Borrower understands and agrees that Lender may make Advances under the Available Commitment at any time, at Lender's discretion and without notice to, or any notice from, Borrower, to fund and pay (i) Upon receipt any draw made on any Letter of a Request for Advance by the Lender not later than 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing (Credit, provided, however, with respect that subsequent to the proposed borrowing to be made on the Effective Date, the Authority shall only be required to provide the such Advance Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lender, subject to the terms and conditions of this Agreement, shall be required agrees to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in an amount equal a reasonable effort to the amount of the requested borrowing. Notwithstanding the foregoing, in the event such Request for Advance is received by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt notify Borrower of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) in accordance with written instructions provided by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct any such nonconforming Request for Advance, ifby telephone or otherwise, but failure to so notify will not impair or jeopardize any of Lender's rights or interests hereunder, and (ii) any amounts that are advanced to the extent that the Authority is entitled (without regard Borrower's deposit account(s) with Lender to the provisions of this sentence) and able cover overdrafts pursuant to do soBorrower's "autoborrow" agreement with Lender or otherwise.

Method of Borrowing. (ia) Upon receipt of The Borrower shall give the Administrative Agent notice (a Request for Advance by the Lender "NOTICE OF BORROWING") not later than 11:00 a.m. A.M. (New York time City time) on (x) the date of each Base Rate Borrowing and (y) the third Euro-Dollar Business Day before each Euro-Dollar Borrowing, specifying: (i) the date of such Borrowing, which is three New York Banking Days immediately prior 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) whether the Loans comprising such Borrowing are to bear interest initially at the day Base Rate or a Euro-Dollar Rate; and (iv) in the case of a Euro-Dollar Borrowing, the duration of the proposed borrowing (provided, however, with respect to the proposed borrowing to be made on the Effective Date, the Authority shall only be required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lenderinitial Interest Period applicable thereto, subject to the terms provisions of the definition of Interest Period. (b) Promptly after receiving a Notice of Borrowing, the Administrative Agent shall notify each Bank of the contents thereof and conditions of this Agreementsuch Bank's ratable share of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower. The Borrower shall not give a Notice of Borrowing at any time if, shall after giving effect thereto, more than 12 Groups of Loans would be required to make an Advance by 4:00 p.m. outstanding. (c) Not later than 12:00 Noon (New York time City time) on the date of each Borrowing, each Bank shall make available its ratable share of such day of the proposed borrowing for the account of the Authority Borrowing, in an amount equal Federal or other funds immediately available in New York City, to the amount Administrative Agent at its address specified in or pursuant to Section 10.01. 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. (d) Unless the Administrative Agent shall have received notice from a Bank before the date of any Borrowing that such Bank will not make available to the requested borrowing. Notwithstanding Administrative Agent such Bank's share of such Borrowing, the foregoing, in Administrative Agent may assume that such Bank has made such share available to the event such Request for Advance is received by the Lender after 11:00 a.m. New York time Administrative Agent on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt date of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) Borrowing in accordance with written instructions provided by subsection (b) of this Section and the Authority. IfAdministrative Agent may, after examinationin reliance upon such assumption, the Lender shall have determined that a Request for Advance does not conform make available to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons thereforBorrower on such date a corresponding amount. The Authority may attempt to correct any such nonconforming Request for Advance, if, If and to the extent that the Authority is entitled (without regard such Bank shall not have so made such share available to the provisions 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) if such amount is repaid by the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.04 and (ii) if such amount is repaid by such Bank, the Federal Funds Rate. If such Bank shall repay to the Administrative Agent such corresponding amount, the Borrower shall not be required to repay such amount and the amount so repaid by such Bank shall constitute such Bank's Loan included in such Borrowing for purposes of this sentence) and able to do soAgreement.

Method of Borrowing. (a) The Borrower shall give the Agent notice (a "Notice of Borrowing") not later than 12:00 Noon (New York City time) on (1) the date of each Base Rate Borrowing and (2) the third Euro-Dollar Business Day before each Euro-Dollar Borrowing, specifying: (i) 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) whether the Loans comprising such Borrowing are to bear interest initially at a rate based on the Base Rate or at a Euro-Dollar Rate; 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. In no event shall the total number of Groups of Loans at any one time outstanding exceed 10. (b) Upon receipt of a Request for Advance Notice of Borrowing, the Agent shall promptly notify each Lender of the contents thereof and of such Lender's ratable share of such Borrowing (if any) and such Notice of Borrowing shall not thereafter be revocable by the Lender not Borrower. (c) Not later than 11:00 a.m. 12:00 Noon (New York time City time) on the Business Day which is three date of each Borrowing, each Lender shall make available its ratable share of such Borrowing, in Federal or other funds immediately available in New York Banking Days immediately City, to the Agent at its address referred to in Section 9.01. Unless the Agent determines that any applicable condition specified in Article 3 has not been satisfied, the Agent will make the funds so received from the Lenders available to the Borrower by crediting an account of the Borrower maintained with the Agent and specified by the Borrower prior to the day date of such Borrowing or, if no such account has been specified, at the proposed borrowing Agent's aforesaid address. (provided, however, with respect to d) Unless the proposed borrowing to be made on the Effective Date, the Authority Agent shall only be required to provide the have received notice from a Lender the Request for Advance two New York Banking Days prior to the Effective Date)date of any Borrowing that such Lender will not make available to the Agent such Lender's share of such Borrowing, the Lender, subject Agent may assume that such Lender has made such share available to the terms and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in an amount equal to the amount of the requested borrowing. Notwithstanding the foregoing, in the event such Request for Advance is received by the Lender after 11:00 a.m. New York time Agent on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt date of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) Borrowing in accordance with written instructions provided by subsection (c) of this Section and the Authority. IfAgent may, after examinationin reliance upon such assumption, the Lender shall have determined that a Request for Advance does not conform make available to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons thereforBorrower on such date a corresponding amount. The Authority may attempt to correct any such nonconforming Request for Advance, if, If and to the extent that the Authority is entitled (without regard such Lender shall not have so made such share available to the provisions Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.05 and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender's Loan included in such Borrowing for purposes of this sentence) and able to do soAgreement.

Method of Borrowing. The obligation of the Parent to pay the Revolving Loan shall be evidenced by a promissory note executed by the Parent to the Bank in the form attached as Exhibit A to the Third Amendment (ias the same may be amended, modified, extended, renewed and/or restated or replaced from time to time and at any time, being referred to in this Agreement as the "Revolving Note"). So long as no Event of Default or Unmatured Event of Default shall have occurred and be continuing and until the Revolving Loan Maturity Date, the Parent may borrow, pay and reborrow under the Revolving Note on any Banking Day, provided that no borrowing may cause the principal balance of the Revolving Loan to exceed the Maximum Loan Availability or may result in an Event of Default or an Unmatured Event of Default. Each Advance under the Revolving Loan shall be conditioned upon receipt by the Bank from the Parent of an Application for Revolving Loan Advance, a Borrowing Base Certificate and an Officer's Certificate, provided that the Bank may, at its discretion, make a disbursement upon the oral request of the Parent made by an Authorized Officer, or upon a request transmitted to the Bank 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 Bank may rely on any informal request which shall have been received by it in good faith from an individual reasonably believed to be an Authorized Officer. Each informal request shall be promptly confirmed by a duly executed Application for Revolving Loan Advance, Borrowing Base Certificate (if the Borrowing Base Certificate most recently submitted reports a Borrowing Base which is greater than would be reported on the date of the Application) and Officer's Certificate if the Bank so requires and shall in and of itself constitute the representation of the Parent that no Event of Default or Unmatured Event of Default has occurred and is continuing or would result from the making of the requested Advance and that the making of the requested Advance shall not cause the principal balance of the Revolving Loan to exceed the Maximum Loan Availability at the date such Advance is made. All borrowings and reborrowings and all payments shall be in amounts of not less than Fifty Thousand Dollars ($50,000), except for repayment of the entire principal balance of the Revolving Loan. Upon receipt of a Request an Application for Revolving Loan Advance, or at the Bank's discretion upon receipt of an informal request for an Advance by the Lender not later than 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior and upon compliance with any other conditions of lending stated in Section 6 of this Agreement applicable to the day of the proposed borrowing (provided, however, with respect to the proposed borrowing to be made on the Effective DateRevolving Loan, the Authority Bank shall only be required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lender, subject to the terms and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in an amount equal to disburse the amount of the requested borrowingAdvance to the Parent. Notwithstanding the foregoing, in the event such Request for Advance is received All Advances by the Lender after 11:00 a.m. New York time on Bank and payments by the Business Day which is three New York Banking Days immediately prior Parent with respect to the day Revolving Loan shall be recorded by the Bank on its books and records, and the principal amount outstanding from time to time, plus interest payable thereon, shall be determined by reference to the books and records of the proposed borrowing, the Lender Bank. The Bank's books and records shall be required presumed prima facie to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered correct as to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) in accordance with written instructions provided by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct any such nonconforming Request for Advance, if, and to the extent that the Authority is entitled (without regard to the provisions of this sentence) and able to do somatters.

Method of Borrowing. The Obligation of the Company to repay the Loan shall be evidenced by a promissory note (ithe "REVOLVING NOTE") of the Company. So long as no Event of Default or Unmatured Event of Default shall have occurred and be continuing and until the Maturity Date, Company may borrow, repay and reborrow under the Revolving Note on any Banking Day, provided that no Advance shall cause the total principal balance outstanding on the Loan to then exceed the Maximum Availability or result in an Event of Default or an Unmatured Event of Default. Each Advance under the Loan shall be conditioned upon receipt by the Bank from the Company of an Application for Advance and an Officer's Certificate, provided that the Bank may, at its discretion, make a disbursement upon the oral request of the Company made by an Authorized Officer, or upon a request transmitted to the Bank by telephone facsimile machine, or by any other form of written electronic communication (each such request for an Advance being hereafter referred to as "INFORMAL REQUEST"). In so doing, the Bank may rely upon any Informal Request which shall have been received by it in good faith from a Person reasonably believed by it to be an Authorized Officer. Each Informal Request shall be promptly confirmed by a duly executed Application and Officer's Certificate, if the Bank so requires, which shall constitute the representation of the Company that no Event of Default or Unmatured Event of Default has occurred and is continuing or would result from the making of the requested Advance and that the making of the requested Advance shall not cause the total outstanding principal balance of the Loan to exceed the Maximum Availability. All borrowings and reborrowings shall be in amounts of not less than Ten Thousand Dollars ($10,000.00). Upon receipt of a an Application, or at the Bank's discretion upon receipt of an Informal Request for an Advance by the Lender not later than 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior and upon compliance with any other conditions of lending stated in Article VI of this Agreement applicable to the day of the proposed borrowing (provided, however, with respect to the proposed borrowing to be made on the Effective DateLoan, the Authority Bank shall only be required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lender, subject to the terms and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in an amount equal to disburse the amount of the requested borrowingAdvance to the Company. Notwithstanding the foregoing, in the event such Request for Advance is received All Advances by the Lender after 11:00 a.m. New York time Bank and payments by the Company shall be recorded by the Bank on its books and records, and the principal amount outstanding on the Business Day which is three New York Banking Days immediately prior Loan from time to time, plus interest payable thereon, shall be determined by reference to the day books and records of the proposed borrowingBank, the Lender which books and records shall be required presumed prima facie to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered correct as to the Lender by facsimile such matters, absent demonstrative or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) in accordance with written instructions provided by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct any such nonconforming Request for Advance, if, and to the extent that the Authority is entitled (without regard to the provisions of this sentence) and able to do somanifest error.

Method of Borrowing. (a) On each Borrowing Date for Revolving Loans, each applicable Lender shall make available its Loan (i) Upon receipt of a Request for Advance by the Lender if such Loan is denominated in Dollars, not later than 11:00 a.m. 1:00 p.m. (New York time on time) in federal or other funds immediately available to the Business Day which is three Administrative Agent, in New York Banking Days immediately prior 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 city of the Administrative Agent’s Lending Installation for such currency, 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 day of Borrower at the proposed borrowing (provided, however, with respect to the proposed borrowing to be made on the Effective Date, the Authority shall only be required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lender, subject to the terms and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in an amount equal to the amount of the requested borrowingAdministrative Agent’s aforesaid address. Notwithstanding the foregoingforegoing provisions of this Section 2.13, in the event such Request for Advance is received by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) in accordance with written instructions provided by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct any such nonconforming Request for Advance, if, and to the extent that a Revolving Loan made by a Revolving Lender matures on the Authority Borrowing Date of a requested Revolving Loan in the same currency, such Revolving Lender shall apply the proceeds of the Revolving Loan it is entitled (without regard then making to the provisions repayment of this sentenceprincipal of the maturing Revolving Loan. (b) and able The Appropriate Foreign Currency Swing Lender shall, upon fulfillment of the applicable conditions set forth in Article IV (which fulfillment the appropriate Foreign Currency Swing Lender may assume in the absence of prior written notice from the Borrower, the Administrative Agent or the Required Lenders to do sothe contrary), make same day funds available to the Borrower in the 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 the applicable conditions set forth in Article IV (which fulfillment the Euro Swing Lender may assume in the absence of prior written notice from the Borrower, the Administrative Agent or the 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. (d) 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 contrary), make 50% of any requested U.S. Swing Loan available on the requested Borrowing Date, in funds immediately available in New York, to the Administrative Agent at its Lending Installation. The Administrative Agent will promptly make the funds so received from each U.S. Swing Lender available to the Borrower on the Borrowing Date at the Administrative Agent’s aforesaid address.

Method of Borrowing. The obligation of the Company to repay the Revolving Loan shall be evidenced by a promissory note executed by the Company to the Bank in the form of EXHIBIT "E" attached hereto (as the same may be amended, modified, extended, renewed, supplemented, replaced and/or restated from time to time and at any time, the "REVOLVING NOTE"). So long as no Event of Default or Unmatured Event of Default shall have occurred and be continuing and until the Revolving Loan Maturity Date, the Company may borrow, repay (subject to the requirements of Section 2.06 of this Agreement) under the Revolving Note on any Banking Day, provided that the Company hall not be entitled to receive and the Bank shall not be obligated to make any Advance under the Revolving Loan: (i) if the making of such Advance would cause or result in an Event of Default or an Unmatured Event of Default; or (ii) if after making such Advance the principal balance of the Revolving Loan would exceed the Maximum Availability. Each Advance under the Revolving Loan shall be conditioned upon receipt by the Bank from the Company of an Application for an Advance and an Officer's Certificate, provided that the Bank may, at its discretion, make a disbursement upon the oral request of the Company made by an Authorized Officer, or upon a request transmitted to the Bank by telecopy 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 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. Each informal request shall be promptly confirmed by a duly executed Application for an Advance and Officer's Certificate if the Bank so requires and shall in and of itself constitute the representation of the Company that no Event of Default or Unmatured Event of Default has occurred and is continuing or would result from the making of the requested Advance, that the requested Advance would not exceed the Remaining Availability, and that the making of the requested Advance would not cause the principal balance of the Revolving Loan to exceed the Maximum Availability. All borrowings and reborrowings and all repayments shall be in amounts of not less than Fifty Thousand Dollars ($50,000), except for repayment of the entire principal balance of the Revolving Loan and except for special prepayments of principal required under the terms of Section 2.06 of this Agreement. Upon receipt of a Request an Application for an Advance, or at the Bank's discretion upon receipt of an informal request for an Advance by the Lender not later than 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior and upon compliance with any other conditions of lending stated in Section 7.01 of this Agreement applicable to the day of the proposed borrowing (provided, however, with respect to the proposed borrowing to be made on the Effective DateRevolving Loan, the Authority Bank shall only be required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lender, subject to the terms and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in an amount equal to disburse the amount of the requested borrowingAdvance to the Company. Notwithstanding the foregoing, in the event such Request for Advance is received All Advances by the Lender after 11:00 a.m. New York Bank and payments by the Company shall be recorded by the Bank on its books and records, and the principal amount outstanding from time on the Business Day which is three New York Banking Days immediately prior to time, plus interest payable thereon, shall be determined by reference to the day books and records of the proposed borrowing, the Lender Bank. The Bank's books and records shall be required presumed PRIMA FACIE to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered correct as to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) in accordance with written instructions provided by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct any such nonconforming Request for Advance, if, and to the extent that the Authority is entitled (without regard to the provisions of this sentence) and able to do somatters.

Method of Borrowing. (a) On each Borrowing Date for Revolving Loans, each applicable Lender shall make available its Loan (i) Upon receipt of a Request for Advance by the Lender if such Loan is denominated in Dollars, not later than 11:00 a.m. 2:00 p.m. (New York time time) in federal or other funds immediately available to the Administrative Agent, in New York at its address specified in or pursuant to Article XIV and (ii) if such Loan is denominated in an Agreed Currency other than Dollars, not later than noon, local time, in the city of the Administrative Agent’s Lending Installation for such currency, 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 applicable Borrower at the Administrative Agent’s aforesaid address. (b) Each Appropriate Foreign Currency Swing Lender shall, upon fulfillment of the applicable conditions set forth in Article IV (which fulfillment each Appropriate Foreign Currency 32 364-Day Revolving Credit Agreement Swing Lender may assume in the absence of prior written notice from the applicable Borrower, the Administrative Agent or the Required Lenders to the contrary), make any requested Foreign Currency Swing Loan available on the Business requested Borrowing Date in Same Day Funds available to such Borrower in the Appropriate Foreign Currency in the amount requested by such Borrower at such Appropriate Foreign Currency Swing Lender’s Lending Installation. (c) The Euro Swing Lender shall, upon fulfillment of the applicable conditions set forth in Article IV (which is three New York Banking Days immediately fulfillment the Euro Swing Lender may assume in the absence of prior written notice from the applicable Borrower, the Administrative Agent or the Required Lenders to the day contrary), make any requested Euro Swing Loan available on the requested Borrowing Date in Same Day Funds available to such Borrower in Euros in the amount requested by such Borrower at the Euro Swing Lender’s Lending Installation. (d) Each U.S. Swing Lender shall, upon fulfillment of the proposed borrowing applicable conditions set forth in Article IV (providedwhich fulfillment each U.S. Swing Lender may assume in the absence of prior written notice from the applicable Borrower, howeverthe Administrative Agent or the Required Lenders to the contrary), make its share of any requested U.S. Swing Loan available on the requested Borrowing Date, in funds immediately available in New York, to the Administrative Agent at its Lending Installation. The Administrative Agent will promptly make the funds so received from each U.S. Swing Lender available to such Borrower on the Borrowing Date at the Administrative Agent’s aforesaid address. (e) Any change to the account or accounts of any Borrower into which the proceeds of any Revolving Advance or Swing Loan are to be deposited or credited, or any change in the instructions of any Borrower with respect to the proposed borrowing to be made on funding or transfer of the Effective Date, the Authority shall only be required to provide the Lender the Request for proceeds of any Revolving Advance two New York Banking Days prior to the Effective Date), the Lender, subject to the terms and conditions of this Agreementor Swing Loan, shall be required to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in an amount equal to the amount of the requested borrowing. Notwithstanding the foregoing, in the event such Request for Advance is received by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as require a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) in accordance with written instructions provided by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to Administrative Agent or the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct any applicable Swing Lender of such nonconforming Request for Advancechange, if, and to the extent that the Authority is entitled (without regard to the provisions executed by two Authorized Officers of this sentence) and able to do sosuch Borrower.

Method of Borrowing. (a) To request an Advance hereunder, the Company shall: (i) Upon receipt of a Request for Advance give notification by the Lender not later than 11:00 a.m. New York time on the Business Day telephone (which is three New York Banking Days immediately prior to the day of the proposed borrowing (provided, however, with respect to the proposed borrowing to notification shall be made on the Effective Borrowing Date, may be made either before or after delivery of the Authority Advance Request referred to in clause (ii) below and shall only be required subject to provide Section 3.5(b)) to the Lender Administrative Agent that the Advance Request for 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 two New York Banking Days Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Effective DateApplicable 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 delivered to the LenderAdministrative 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); (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 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 terms and conditions avoidance of this Agreementdoubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be required in addition to, and shall not relieve such Bank from its obligation to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority Applicable Tranche Revolving Loans ratably in an amount equal proportion to the amount of the requested borrowingits Applicable Tranche Commitment. Notwithstanding the foregoing, in In the event the Company is unable to submit any such Request for Advance is received by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior notices via email (due to the day of the proposed borrowingoperational difficulties or otherwise), the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message)Administrative Agent may, with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) in accordance with written instructions provided by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct any such nonconforming Request for Advance, if, and to the extent that commercially reasonable and following telephone notices by the Authority is entitled (without regard Company requesting same, agree to the provisions of this sentence) and able to do soaccept such notices via other electronic delivery methods.

Method of Borrowing. (a) The relevant Borrower shall give the Agent notice (a "Notice of Borrowing") (x) not later than 12:00 Noon (New York City time) on (1) the date of each Base Rate Borrowing (other than a Swing Borrowing or a Revolving Borrowing the proceeds of which are to be applied to repay Refunded Swing Loans) and (2) the third Euro-Dollar Business Day before each Euro-Dollar Borrowing and (y) not later than 12:00 Noon (New York City time) on the date of each Swing Borrowing, specifying: (i) 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) whether the Loans comprising such Borrowing are to bear interest initially at a rate based on the Base Rate or at a Euro-Dollar Rate; provided that all Swing Loans shall bear interest at a rate based on the Base Rate; 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. In no event shall (i) the total number of Groups of Loans at any one time outstanding exceed 20 or (ii) the total number of Swing Borrowings made in any one calendar week exceed 3. (b) Upon receipt of a Request for Advance Notice of Borrowing, the Agent shall promptly notify each Lender of the contents thereof and of such Lender's ratable share of such Borrowing (if any) and such Notice of Borrowing shall not thereafter be revocable by the Lender not such Borrower. (c) Not later than 11:00 a.m. 12:00 Noon (New York time City time) on the Business Day which is three date of each Borrowing (or, solely in the case of either a Base Rate Borrowing or a Swing Borrowing, 1:00 P.M. (New York Banking Days City time)), each Lender (or, in the case of a Swing Borrowing, the Swing Lender) 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 10.01. 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 Lenders available to such Borrower by crediting an account of such Borrower maintained with the Agent and specified by such Borrower prior to the day date of such Borrowing or, if no such account has been specified, at the proposed borrowing Agent's aforesaid address. (provided, however, with respect to d) Unless the proposed borrowing to be made on the Effective Date, the Authority Agent shall only be required to provide the have received notice from a Lender the Request for Advance two New York Banking Days prior to the Effective Date)date of any Borrowing that such Lender will not make available to the Agent such Lender's share of such Borrowing, the Lender, subject Agent may assume that such Lender has made such share available to the terms and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in an amount equal to the amount of the requested borrowing. Notwithstanding the foregoing, in the event such Request for Advance is received by the Lender after 11:00 a.m. New York time Agent on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt date of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) Borrowing in accordance with written instructions provided by subsection (c) of this Section and the AuthorityAgent may, in reliance upon such assumption, make available to such Borrower on such date a corresponding amount. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct any such nonconforming Request for Advance, if, If and to the extent that the Authority is entitled (without regard such Lender shall not have so made such share available to the provisions Agent, such Lender and such Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Agent, at (i) in the case of such Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.05 and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender's Loan included in such Borrowing for purposes of this sentence) and able to do soAgreement.

Method of Borrowing. (a) The Company shall give the Administrative Agent notice (a "Notice of Borrowing") not later than 10:00 A.M. (New York City time) on (x) the Funding Date for each Base Rate Borrowing and (y) the third Euro-Dollar Business Day before the Funding Date for each Euro-Dollar Borrowing, specifying: (i) the Funding Date for 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) whether the Loans comprising such Borrowing are to be Base Rate Loans or Euro-Dollar Loans, (iii) the aggregate amount of such Borrowing, which shall be $10,000,000 or a larger multiple of $1,000,000 (except that any such Borrowing may be in an aggregate amount equal to the aggregate unused amount of the Commitments); 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. (b) Upon receipt of a Request for Advance by Notice of Borrowing, the Administrative Agent shall promptly notify each Lender not later than 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing (provided, however, with respect to contents thereof and of such Lender's ratable share of the proposed borrowing Loans to be made on the Effective DateFunding Date for such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Company. (c) Not later than 12:00 noon (New York City time) on the Funding Date for each Borrowing, each Lender shall make available its ratable share of the Loans comprising such Borrowing, in Federal or other funds immediately available in New York City, to the Administrative Agent at its address specified in or pursuant to Section 9.01. Unless the Administrative Agent determines that any applicable condition specified in Article 3 has not been satisfied, the Authority Administrative Agent will make the funds so received from the Lenders available to the Company at the Administrative Agent's aforesaid address. (d) Unless the Administrative Agent shall only be required to provide the have received notice from a Lender the Request for Advance two New York Banking Days prior to the Effective Date)Funding Date for any Borrowing that such Lender will not make available to the Administrative Agent such Lender's share of the Loans comprising such Borrowing, the Lender, subject Administrative Agent may assume that such Lender has made such share available to the terms and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time Administrative Agent on such day of the proposed borrowing for the account of the Authority in an amount equal to the amount of the requested borrowing. Notwithstanding the foregoing, in the event such Request for Advance is received by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) Funding Date in accordance with written instructions provided by Section 2.02(c) and the Authority. IfAdministrative Agent may, after examinationin reliance upon such assumption, the Lender shall have determined that a Request for Advance does not conform make available to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons thereforCompany on such date a corresponding amount. The Authority may attempt to correct any such nonconforming Request for Advance, if, If and to the extent that the Authority is entitled (without regard such Lender shall not have so made such share available to the provisions Administrative Agent, the Administrative Agent shall be entitled to recover from either such Lender or the Company (each of which agrees to pay such amount forthwith on demand) such corresponding amount together with interest thereon, for each day (if any) from the date such amount is made available to the Company until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Company, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable to such Borrowing pursuant to Section 2.04 or (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender's Loan included in such Borrowing for purposes of this sentenceAgreement. Any payment by the Company to the Administrative Agent pursuant to this Section 2.02(d) and able shall not relieve a defaulting Lender from any liability that such Lender may otherwise have to do sothe Company with respect to its failure to fund.

Method of Borrowing. (a) With respect to each borrowing of Loans made pursuant to Section 2.1, the Borrower shall give the Administrative Agent notice (a "Notice of Borrowing") not later than 10:30 a.m. (New York City time) on the same date of each borrowing of Base Rate Loans, at least one Domestic Business Day before each borrowing of CD Loans, or at least three Euro-Dollar Business Days before each borrowing of Euro-Dollar Loans, specifying: (i) the date of such Loans, which shall be a Domestic Business Day in the case of Domestic Loans and a Euro-Dollar Business Day in the case of Euro-Dollar Loans; (ii) the principal amount of such borrowings of Loans; (iii) whether such Loans are to be Base Rate Loans, CD Loans or Euro-Dollar Loans; and (iv) in the case of Fixed Rate Loans, the duration of the Interest Period applicable thereto, subject to the definition of Interest Period. (b) Upon receipt of a Request for Advance Notice of Borrowing, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share of the Loan specified therein and such Notice of Borrowing shall not thereafter be revocable by the Lender not Borrower. (c) Not later than 11:00 a.m. noon (New York time City time) on the Business Day which is three date of each borrowing of Loans, each Bank shall (except as provided in Section 2.3(d)) make available its ratable share of such borrowing, in Federal or other funds immediately available in New York Banking Days immediately prior City, to the day of Administrative Agent at its address set forth on the proposed borrowing (provided, however, with respect signature pages hereof or at such other address as it may hereafter designate by notice to the proposed borrowing to be made on Borrower and the Effective DateBanks and, unless the Administrative Agent determines that any applicable condition specified in Section 4 has not been satisfied, the Authority shall only be required to provide Administrative Agent will promptly make the Lender funds so received from the Request for Advance two New York Banking Days prior Banks available to the Effective Date)Borrower at the Administrative Agent's aforesaid address. (d) If any Bank makes a new Loan hereunder on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the Lender, subject to the terms and conditions proceeds of this Agreement, shall be required its new Loan to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in repayment and only an amount equal to the difference (if any) between the amount of being borrowed and the requested borrowing. Notwithstanding the foregoing, in the event such Request for Advance is received by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance amount being repaid shall be made available by such Bank to the Administrative Agent as provided in Section 2.3(c), or remitted by the Lender by wire transfer of immediately available funds Borrower to the Trustee (on behalf of Administrative Agent as provided in Section 2.11, as the Authority) in accordance with written instructions provided by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority case may attempt to correct any such nonconforming Request for Advance, if, and to the extent that the Authority is entitled (without regard to the provisions of this sentence) and able to do sobe.

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

Method of Borrowing. (a) Whenever the Borrower desires to incur Loans hereunder (excluding Borrowings of Swingline Loans and Revolving Loans incurred pursuant to a Mandatory Borrowing) it shall give the Agent notice (a "Notice of Borrowing") no later than 11:00 A.M. (New York City time) on (x) the date of each Base Rate Borrowing and (y) the third Business Day before each Euro-Dollar Borrowing. Each such Notice of Borrowing shall be given by written communication (or telephonic communication promptly confirmed in writing) and shall specify: (i) Upon receipt the date of such Borrowing (which shall be a Business Day); (ii) the aggregate principal amount of the Loans to be incurred pursuant to such Borrowing; (iii) whether the Loans being incurred pursuant to such Borrowing shall constitute Tranche A Term Loans, Tranche B Term Loans or Revolving Loans; (iv) whether the Loans comprising such Borrowing are to bear interest initially at the Base Rate or a Euro-Dollar Rate; and (v) in the case of a Request for Advance Euro-Dollar Borrowing, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (b) Promptly after receiving a Notice of Borrowing, the Agent shall notify each Lender which is required to make Loans of the Tranche specified in the respective Notice of Borrowing of the contents thereof and of such Lender's ratable share of such Borrowing, and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, it shall give the Swingline Lender not later than 11:00 a.m. 2:00 P.M. (New York time City time) on the Business Day which day such Swingline Loan is three New York Banking Days immediately prior to the day be made, written notice (or telephonic notice promptly confirmed in writing) of the proposed borrowing (provided, however, with respect to the proposed borrowing each Swingline Loan to be made hereunder. Each such notice shall be irrevocable and shall specify in each case (x) the date of such Borrowing (which shall be a Business Day) and (y) the aggregate principal amount of the Swingline Loan to be made pursuant to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01 (e), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of Mandatory Borrowings as set forth in such Section 2.01(e). (d) No later than 1:00 P.M. (New York City time) on the Effective Datedate of each Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 P.M. (New York City time) on the date specified in Section 2.03 (c)(i) or (y) in the case of Revolving Loans incurred pursuant to Mandatory Borrowings, no later than 12:00 Noon (New York City time) on the date specified in Section 2.01 (e)), each Lender with a Commitment of the respective Tranche shall make available its ratable share of such Borrowing (or, in the case of Swingline Loans, the Authority shall only be required to provide Swingline Lender will make available the Lender the Request for Advance two full amount thereof), in Federal or other funds immediately available in New York Banking Days prior City, to the Effective Date)Agent at its address specified in or pursuant to Section 10.01. The failure of any Lender to make available such funds shall not relieve any other Lender of its obligations hereunder. Unless the Agent determines that any applicable condition specified in Article 3 has not been satisfied, the Lender, subject Agent will make any funds so received from the Lenders available to the terms and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. Borrower in Federal or other funds immediately available in New York time City no later than 2:00 P.M. (or, in the case of Swingline Loans, 3:00 P.M.) (New York City time) on the date of such day of the proposed borrowing for the Borrowing by credit to an account of the Authority Borrower at the Agent's aforesaid address or to such other account of the Borrower in an amount equal New York City as may have been specified in the applicable Notice of Borrowing and as shall be reasonably acceptable to the amount Agent. (e) Unless the Agent shall have received notice from a Lender before the date of any Borrowing that such Lender will not make available to the requested borrowing. Notwithstanding Agent such Lender's share of such Borrowing, the foregoing, in Agent may assume that such Lender has made such share available to the event such Request for Advance is received by the Lender after 11:00 a.m. New York time Agent on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt date of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) Borrowing in accordance with written instructions provided by subsection (d) of this Section, and the Authority. IfAgent may, after examinationin reliance upon such assumption, the Lender shall have determined that a Request for Advance does not conform make available to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons thereforBorrower on such date a corresponding amount. The Authority may attempt to correct any such nonconforming Request for Advance, if, If and to the extent that the Authority is entitled (without regard such Lender shall not have so made such share available to the provisions Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) if such amount is repaid by the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.05 and (ii) if such amount is repaid by such Lender, the Federal Funds Rate. If such Lender shall repay to the Agent such corresponding amount, the Borrower shall not be required to repay such amount and the amount so repaid by such Lender shall constitute such Lender's Loan included in such Borrowing for purposes of this sentence) and able to do soAgreement.

Method of Borrowing. (a) The Borrowers shall give the U.S. Dollar Administrative Agent a Notice of Borrowing (which may be given orally, but if so, shall be promptly confirmed by facsimile) no later than 12:00 noon (Chicago time) on the day of each Reference Borrowing, at least one Business Day before each CD Borrowing and at least three Business Days before each Eurodollar Borrowing specifying: (i) the date of such Borrowing, which shall be a Business Day, (ii) the aggregate amount of such Borrowing, (iii) whether the Loans comprising such Borrowing are to be CD Loans, Reference Loans or Eurodollar Loans, and (iv) if a CD Borrowing or Eurodollar Borrowing, the duration of the Interest Period applicable to such Borrowing. In the event that a Borrower does not request a new borrowing prior to the last day of any Interest Period and does not otherwise provide funds to pay Loans maturing on such day, the Borrower shall be deemed to have given the U.S. Dollar Administrative Agent a Notice of Borrowing requesting Reference Loans on such day in the principal amount of the Loans coming due on such day. (b) Upon receipt of a Request for Advance Notice of Borrowing, the U.S. Dollar Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Lender not applicable Borrower. (c) Not later than 11:00 a.m. New York time 1:00 p.m. (Chicago time) on the Business Day which is three New York Banking Days date of each Borrowing of a Reference, CD or Eurodollar Loan, each Bank shall make available its ratable share of such Borrowing, in federal or other funds immediately prior available to the day of U.S. Dollar Administrative Agent at the proposed borrowing (providedU.S. Dollar Administrative Agent's Payment Office. Unless the U.S. Dollar Administrative Agent receives notice or otherwise determines that any applicable condition specified in Article X has not been satisfied, however, with respect the U.S. Dollar Administrative Agent will make the funds so received from the Banks available to the proposed borrowing to be made on Borrower at the Effective Date, the Authority shall only be required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lender, subject to the terms and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in an amount equal to the amount of the requested borrowingU.S. Dollar Administrative Agent's Payment Office. Notwithstanding the foregoingforegoing provisions of this Section, in the event such Request for Advance is received by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) in accordance with written instructions provided by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct any such nonconforming Request for Advance, if, and to the extent that a U.S. Dollar Loan made by a Bank matures on the Authority date of a requested U.S. Dollar Loan, such Bank shall apply the proceeds of the Loan it is entitled (without regard then making to the provisions repayment of this sentence) and able to do sothe maturing Loan.

Method of Borrowing. (a) The Borrower shall give the Agent notice (a "Notice of Borrowing"), which shall be substantially in the form of Exhibit 2.02 (a) hereto, on the same Business Day for a Prime Rate Borrowing or a Cost-of-Funds Borrowing and at least three (3) Business Days before each Libor Borrowing, specifying: (i) the date of such Borrowing, which shall be a Business Day, (ii) the aggregate amount of such Borrowing, (iii) whether the Loans comprising such Borrowing are to be Cost-of-Funds Loans, Prime Rate Loans or Libor Loans, and (iv) in the case of Fixed Rate Loans, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (b) Upon receipt of a Request for Advance Notice of Borrowing, the Agent shall promptly notify each Lender of the contents thereof and of such Lender's Pro Rata Share of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Lender not Borrower. (c) Not later than 11:00 a.m. New York time A.M. (Eastern Standard Time) on the date of each Borrowing, each Lender shall (except as provided in subSection (d) of this Section) make available its Pro Rata Share of such Borrowing, in Federal or other funds immediately available in Boston, Massachusetts, to the Agent at its address referred to in Section 9.01. Unless the Agent determines that any applicable condition specified in Article III has not been satisfied, the Agent will make the funds so received from the Lenders available to the Borrower at the Agent's aforesaid address. Unless the Agent receives notice from a Lender, at the Agent's address referred to in or specified pursuant to Section 9.01, no later than 10:00 A.M. (Eastern Standard Time) on the Business Day on which a Prime Rate Loan is three New York Banking Days immediately prior to be made, and no later than 4:00 P.M (Eastern Standard Time) on the Business Day before the date of all other Borrowings stating that such Lender will not make a Loan in connection with such Borrowing, the Agent shall be entitled to assume that such Lender will make a Loan in connection with such Borrowing and, in reliance on such assumption, the Agent may (but shall not be obligated to) make available such Lender's Pro Rata Share of such Borrowing to the day Borrower for the account of such Lender. If the Agent makes such Lender's Pro Rata Share available to the Borrower and such Lender does not in fact make its Pro Rata Share of such Borrowing available on such date, the Agent will be entitled to recover such Lender's Pro Rata Share from such Lender or the Borrower (and for such purpose shall be entitled to charge such amount to any account of the proposed borrowing (providedBorrower maintained with the Agent), however, together with respect interest thereon for each day during the period from the date of such Borrowing until such sum shall be paid in full at a rate per annum equal to the proposed borrowing rate at which the Agent determines that it obtained (of could have obtained) overnight Federal funds to cover such amount for each such day during such period, provided that any such payment by the Borrower of such Lender's Pro Rata Share and interest thereon shall be without prejudice to any rights that the Borrower may have against such Lender. If the Agent does not exercise its option to advance funds for the account of such Lender, it shall forthwith notify the Borrower of such decision. (d) If any Lender makes a new Loan hereunder on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Lender, and, if so directed by the Agent, such Lender shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed and the amount being repaid shall then be made available by such Lender to the Agent as provided in subsection (c) of this Section, or remitted by the Borrower to the Agent as provided in Section 2.11, as the case may be. (e) In the event that a Notice of Borrowing fails to specify whether the Loans comprising such Borrowing are to be Cost-of-Funds Loans, Prime Rate Loans or Libor Loans, such Loans shall be made as Prime Rate Loans. If the Borrower is otherwise entitled under this Agreement to repay any Loans maturing at the end of an Interest Period applicable thereto with the proceeds of a new Borrowing, and the Borrower fails to repay such Loans using its own moneys and fails to give a Notice of Borrowing in connection with such new Borrowing, a new Borrowing shall be deemed to be made on the Effective Date, the Authority shall only be required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lender, subject to the terms and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on date such day of the proposed borrowing for the account of the Authority Loans mature in an amount equal to the principal amount of the requested borrowing. Loans so maturing, and the Loans comprising such new Borrowing shall be Prime Rate Loans. (f) Notwithstanding the foregoing, in the event such Request for Advance is received by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior anything to the day of the proposed borrowingcontrary contained herein, the Lender there shall not be more than six (6) Fixed Rate Loans outstanding at any given time, and no Cost-of-Funds Loan shall be required to make available hereunder on and after the related Advance by 4:00 p.m. New York time date on which Fleet Bank is no longer the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the sole Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) in accordance with written instructions provided by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct any such nonconforming Request for Advance, if, and to the extent that the Authority is entitled (without regard to the provisions of this sentence) and able to do sohereunder.

Method of Borrowing. (a) The Borrower shall give the Administrative Agent written notice, in substantially the form of Exhibit N (a "Notice of Borrowing"), on the Domestic Business Day of each Revolving Borrowing or Swingline Borrowing which is a CIBC Alternate Base Rate Borrowing and at least three Euro-Dollar Business Days before each Revolving Borrowing or Swingline Borrowing which is a Euro-Dollar Borrowing (provided, that in the case of each Type of Revolving Borrowing or Swingline Borrowing, such Notice of Borrowing is received by the Administrative Agent prior to 12:00 noon, New York City time, on the required date of delivery), which notice shall include the certification required by Sections 6.1(d), 6.2 or 6.3, as applicable, and shall specify: (i) the date of such Revolving Borrowing or such Swingline Borrowing, which shall be a Domestic Business Day in the case of a CIBC Alternate Base Rate Borrowing or a Euro-Dollar Business Day in the case of a Euro-Dollar Borrowing, (ii) the aggregate amount of such Revolving Borrowing or such Swingline Borrowing, (iii) whether the Loans comprising such Revolving Borrowing or such Swingline Borrowing, are to be CIBC Alternate Base Rate Loans or Euro-Dollar Loans, and (iv) in the case of a Euro-Dollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (b) Upon receipt of a Request for Advance Notice of Borrowing, the Administrative Agent shall promptly notify each Revolving Lender (or, in the case of a Swingline Borrowing, each Swingline Lender) of the contents thereof and of such Lender's pro rata share of such Revolving Borrowing or such Swingline Borrowing, as the case may be, and such Notice of Borrowing shall not thereafter be revocable by the Lender not Borrower. (c) Not later than 11:00 a.m. 2:00 P.M., New York time City time, on the Business Day which is three date of each Revolving Borrowing and each Swingline Borrowing, each Lender with a Revolving Commitment or a Swingline Commitment shall make available its pro rata share of such Revolving Borrowing or such Swingline Borrowing, as the case may be, in Federal, or other funds immediately available in New York Banking Days immediately prior City, to the day Administrative Agent at its address referred to in Section 11.1. Upon satisfaction of the proposed borrowing applicable conditions specified in Section 6.1, and, if applicable, Sections 6.2 and 6.3, the Administrative Agent will make the funds so received from the Revolving Lenders (providedor, howeverin the case of a Swingline Borrowing, with respect the Swingline Lenders) available to the proposed borrowing Borrower at the Administrative Agent's aforesaid address. To the extent that any Revolving Lender fails to be made on the Effective Datemake available its pro rata portion of any Revolving Borrowing, the Authority other Revolving Lenders shall only be required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lender, subject to the terms and conditions of this Agreement, shall not be required to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in an amount equal available to the amount Borrower such Defaulting Lender's pro rata share of such Revolving Borrowing. To the requested borrowing. Notwithstanding the foregoing, in the event such Request for Advance is received by the extent that any Swingline Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior fails to the day make available its pro rata portion of the proposed borrowingany Swingline Borrowing, the Lender other Swingline Lenders shall not be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered available to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt Borrower such Defaulting Lender's pro rata share of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) in accordance with written instructions provided by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct any such nonconforming Request for Advance, if, and to the extent that the Authority is entitled (without regard to the provisions of this sentence) and able to do soSwingline Borrowing.

Method of Borrowing. (a) The Borrower shall ------------------- give the Administrative Agent notice (a "Notice of Borrowing") not later than (x) 10:30 A.M. (New York City time) on the date of each Base Rate Borrowing, (y) 12:00 Noon (New York City time) on the second Domestic Business Day before each CD Borrowing and (z) 12:00 Noon (New York City time) on the third Euro-Dollar Business Day before each Euro-Dollar Borrowing, specifying: (i) the date of such Borrowing, which shall be a Domestic Business Day in the case of a Domestic Borrowing or a Euro-Dollar Business Day in the case of a Euro-Dollar Borrowing; (ii) the aggregate amount of such Borrowing; (iii) whether the Loans comprising such Borrowing are to bear interest initially at the Base Rate, a CD Rate or a Euro-Dollar Rate; and (iv) in the case of a Fixed Rate Borrowing, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. A Notice of Borrowing shall not be required in connection with a conversion pursuant to the second sentence of Section 2.6(c) or a borrowing of Base Rate Loans pursuant to Section 8.1 or Section 8.2. (b) Upon receipt of a Request for Advance Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender's ratable share of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Lender not Borrower. (c) Not later than 11:00 a.m. 12:00 Noon (New York time City time) on the Business Day which is three date of each Borrowing, each Lender shall make available its ratable share of such Borrowing, in Federal or other funds immediately available in New York Banking Days immediately City, to the Administrative Agent at its address referred to in Section 9. 1. Unless the Administrative Agent determines that any applicable condition specified in Article 3 has not been satisfied, the Administrative Agent will make the funds so received from the Lenders available to the Borrower at the Administrative Agent's aforesaid address. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the day date of the proposed borrowing (provided, however, with respect any Borrowing that such Lender will not make available to the proposed borrowing Administrative Agent such Lender's share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available to be made the Administrative Agent on the Effective Date, the Authority shall only be required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lender, subject to the terms and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in an amount equal to the amount of the requested borrowing. Notwithstanding the foregoing, in the event such Request for Advance is received by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt date of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) Borrowing in accordance with written instructions provided by subsection (c) of this Section and the Authority. IfAdministrative Agent may, after examinationin reliance upon such assumption, the Lender shall have determined that a Request for Advance does not conform make available to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons thereforBorrower on such date a corresponding amount. The Authority may attempt to correct any such nonconforming Request for Advance, if, If and to the extent that the Authority is entitled (without regard such Lender shall not have so made such share available to the provisions Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.7 and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender's Loan included in such Borrowing for purposes of this sentence) and able to do soAgreement.

Method of Borrowing. (a) The Borrower shall give the Administrative Agent notice (a Notice of Borrowing) not later than 12:00 Noon (New York City time) on (x) the date of each Base Rate Borrowing and (y) the third Euro-Dollar Business Day before each Euro-Dollar Borrowing, specifying: (i) Upon receipt the date of such Borrowing, which shall be a Domestic Business Day in the case of a Request for Advance by the Lender not later than 11:00 a.m. New York time on the Base Rate Borrowing or a Euro-Dollar Business Day which is three New York Banking Days immediately prior in the case of a Euro-Dollar Borrowing; (ii) the aggregate amount of such Borrowing; (iii) whether the Loans comprising such Borrowing are to bear interest initially at the day Base Rate or a Euro-Dollar Rate; and (iv) in the case of a Euro-Dollar Borrowing, the duration of the proposed borrowing (provided, however, with respect to the proposed borrowing to be made on the Effective Date, the Authority shall only be required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lenderinitial Interest Period applicable thereto, subject to the terms provisions of the definition of Interest Period. In no event shall the total number of Groups of Loans at any one time outstanding exceed twenty. (b) Promptly after receiving a Notice of Borrowing, the Administrative Agent shall notify each Bank of the contents thereof and conditions of this Agreement, such Bank's ratable share of such Borrowing and such Notice of Borrowing shall not thereafter be required to make an Advance revocable by 4:00 p.m. the Borrower. (c) Not later than 1:00 P.M. (New York time City time) on the date of each Euro- Dollar Borrowing or 2:00 P.M. (New York City time) on the date of each Base Rate Borrowing, each Bank shall make available its ratable share of such day of the proposed borrowing for the account of the Authority Borrowing, in an amount equal Federal or other funds immediately available in New York City, to the amount Administrative Agent at its address specified in or pursuant to Section 9.01. Unless the Administrative Agent determines that any applicable condition specified in Article 3 has not been satisfied, the Administrative Agent will make the funds so received from the Banks available to the Borrower at the Administrative Agent's aforesaid address. (d) Unless the Administrative Agent shall have received notice from a Bank before the date of the requested borrowing. Notwithstanding the foregoingany Borrowing (or, in the event such Request for Advance is received by the Lender after 11:00 a.m. New case of a Base Rate Borrowing, prior to 1:30 P.M.(New York time City time) on the Business Day which is three New York Banking Days immediately prior date of such Borrowing) that such Bank will not make available to the day Administrative Agent such Bank's share of the proposed borrowingsuch Borrowing, the Lender shall be required Administrative Agent may assume that such Bank has made such share available to make the related Advance by 4:00 p.m. New York time Administrative Agent on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt date of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) Borrowing in accordance with written instructions provided by subsection (b) of this Section and the Authority. IfAdministrative Agent may, after examinationin reliance upon such assumption, the Lender shall have determined that a Request for Advance does not conform make available to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons thereforBorrower on such date a corresponding amount. The Authority may attempt to correct any such nonconforming Request for Advance, if, If and to the extent that the Authority is entitled (without regard such Bank shall not have so made such share available to the provisions 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) if such amount is repaid by the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.04 and (ii) if such amount is repaid by such Bank, the Federal Funds Rate. If such Bank shall repay to the Administrative Agent such corresponding amount, the Borrower shall not be required to repay such amount and the amount so repaid by such Bank shall constitute such Bank's Loan included in such Borrowing for purposes of this sentence) and able to do soAgreement.

Method of Borrowing. (ia) Upon receipt The Borrower shall give the Agent notice (a "Notice of a Request for Advance by the Lender Borrowing") not later than 11:00 a.m. A.M. (New York, New York time time) on (x) the same day as each Base Rate Borrowing and (y) the third Eurodollar Business Day before each Eurodollar Rate Borrowing, specifying: (i) the date of such Borrowing, which is three New York Banking Days immediately prior shall be a Domestic Business Day in the case of a Base Rate Borrowing or a Eurodollar Business Day in the case of a Eurodollar Rate Borrowing; (ii) the aggregate amount of such Borrowing; (iii) whether the Loans comprising such Borrowing are to bear interest initially at the day Base Rate or the Eurodollar Rate; and (iv) in the case of a Eurodollar Rate Borrowing, the duration of the proposed borrowing (provided, however, with respect to the proposed borrowing to be made on the Effective Date, the Authority shall only be required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lenderinitial Interest Period applicable thereto, subject to the terms and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on such day provisions of the proposed borrowing for the account definition of the Authority in an amount equal to the amount of the requested borrowingInterest Period. Notwithstanding the foregoing, in during the Primary Syndication Period, all Borrowings shall be Base Rate Borrowings. In no event shall the total number of Groups of Loans comprised of Eurodollar Rate Borrowings at any one time outstanding exceed five. (b) Promptly after receiving a Notice of Borrowing, the Agent shall notify each Lender of the contents thereof and of such Request for Advance is received Lender's ratable share of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Lender after 11:00 a.m. Borrower. (c) Not later than 12:00 Noon (New York, New York time time) on the Business Day which is three date of each Borrowing, each Lender shall make available its ratable share of such Borrowing, in federal or other funds immediately available in New York Banking Days immediately prior City, to the day of Agent at its address specified in or pursuant to Section 10.01. Unless the proposed borrowingAgent determines that any applicable condition specified in Section 3.02 has not been satisfied, the Lender shall be required to Agent will make the related Advance by 4:00 p.m. New York time funds so received from the Lenders available to the Borrower at the Agent's aforesaid address. (d) Unless the Agent shall have received notice from a Lender before the date of any Borrowing that such Lender will not make available to the Agent such Lender's share of such Borrowing, the Agent may assume that such Lender has made such share available to the Agent on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt date of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) Borrowing in accordance with written instructions provided by paragraph (c) above and the Authority. IfAgent may, after examinationin reliance upon such assumption, the Lender shall have determined that a Request for Advance does not conform make available to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons thereforBorrower on such date a corresponding amount. The Authority may attempt to correct any such nonconforming Request for Advance, if, If and to the extent that the Authority is entitled (without regard such Lender shall not have so made such share available to the provisions Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) if such amount is repaid by the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable to such Borrowing pursuant to Section 2.04 and (ii) if such amount is repaid by such Lender, the Federal Funds Rate. If such Lender shall repay to the Agent such corresponding amount, the Borrower shall not be required to repay such amount and the amount so repaid by such Lender shall constitute such Lender's Loan included in such Borrowing for purposes of this sentence) and able to do soAgreement.

Method of Borrowing. (a) The Borrower shall give the -------------------- Agent notice (a "Notice of Borrowing") not later than 10:00 A.M. (New York City time) on the date of any Base Rate Borrowing and not later than 10:00 A.M. (New York City time) at least three Euro-Dollar Business Days before each Euro-Dollar Borrowing, specifying: (i) 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, which shall be $5,000,000 or a larger multiple of $1,000,000 (except that any Borrowing may be in the aggregate amount of the unused Commitment of the applicable Class); (iii) whether the Loans comprising such Borrowing are to be Base Rate Loans or Euro-Dollar Loans; 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. (b) Upon receipt of a Request for Advance Notice of Borrowing, the Agent shall promptly notify each Lender of the contents thereof and of such Lender's share of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Lender not Borrower. (c) Not later than 11:00 a.m. 12:00 Noon (New York time City time) on the Business Day which is three date of each Borrowing, each Lender shall (except as provided in subsection (d) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York Banking Days immediately prior City, to the day of Agent at its address specified in or pursuant to Section 10.01. Unless the proposed borrowing (providedAgent determines that any applicable condition specified in Article III has not been satisfied, however, with respect the Agent will make the funds so received from the Lenders available to the proposed borrowing Borrower at the Agent's aforesaid address. (d) If any Lender (including the Swingline Lender) makes a new Loan hereunder on a day on which the Borrower is to be made on the Effective Date, the Authority shall only be required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the repay all or any part of an outstanding Loan from such Lender, subject to such Lender shall apply the terms and conditions proceeds of this Agreement, shall be required its new Loan to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in repayment and only an amount equal to the difference (if any) between the amount being borrowed and the amount being repaid shall be made available by such Lender to the Agent as provided in subsection (b), or remitted by the Borrower to the Agent as provided in Section 2.10, as the case may be. (e) If the Agent has not received from the Borrower the payment required by Section 2.13(g) by 12:30 P.M. (New York City time) on the date on which an Issuing Bank has notified the Borrower and the Agent that payment of a draft presented under any Letter of Credit will be made, as provided in Section 2.13(g), the Agent will promptly notify such Issuing Bank and each Lender of the requested borrowing. Notwithstanding the foregoingLetter of Credit Disbursement and, in the event case of each Lender, its Applicable Percentage of such Request for Advance is Letter of Credit Disbursement. Not later than 2:00 P.M. (New York City time) on such date, each Lender shall make available such Lender's Applicable Percentage of such Letter of Credit Disbursement, in Federal or other funds immediately available in New York City, to the Agent at its address specified in or pursuant to Section 9.01, and the Agent will promptly make such funds available to the applicable Issuing Bank. The Agent will promptly remit to each Lender that shall have made such funds available its Applicable Percentage of any amounts subsequently received by the Agent from the Borrower in respect of such Letter of Credit Disbursement. (f) Unless the Agent shall have received notice from a Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day date of the proposed borrowingany Borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made time of any required payment by the such Lender by wire transfer in respect of immediately a Letter of Credit Disbursement, that such Lender will not make available funds to the Trustee (Agent such Lender's share of such Borrowing or payment, the Agent may assume that such Lender has made such share available to the Agent on behalf the date of the Authority) such Borrowing or payment in accordance with written instructions provided by subsections (c) and (d) or (e), as applicable, of this Section 2.02 and the Authority. IfAgent may, after examinationin reliance upon such assumption, the Lender shall have determined that a Request for Advance does not conform make available to the terms and conditions hereofBorrower or an Issuing Bank, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons thereforas applicable, on such date a corresponding amount. The Authority may attempt to correct any such nonconforming Request for Advance, if, If and to the extent that the Authority is entitled (without regard such Lender shall not have so made such share available to the provisions Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available by the Agent until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.05 or Section 2.13(g), as applicable, and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Agent such corresponding amount in respect of a Borrowing, such amount so repaid shall constitute such Lender's Loan included in such Borrowing for purposes of this sentence) and able to do soAgreement.

Method of Borrowing. (a) In order to request any Borrowing hereunder, Borrower shall hand deliver, telex or telecopy to Administrative Agent a duly completed Request for Borrowing (i) prior to 10:00 a.m. (Central time) at least one (1) Business Day before the Borrowing Date of a proposed Adjusted Base Rate Borrowing, and (ii) prior to 10:00 a.m. (Central time) at least three (3) Eurodollar Business Days before the Borrowing Date of a proposed Eurodollar Borrowing. Each such Request for Borrowing shall be substantially in the form of Exhibit B hereto, and shall specify: (A) whether such Borrowing is to be an Adjusted Base Rate Borrowing or a Eurodollar Borrowing; (B) the Borrowing Date of such Borrowing, which shall be a Business Day in the case of an Adjusted Base Rate Borrowing, or a Eurodollar Business Day in the case of a Eurodollar Borrowing; (C) the aggregate amount of such Borrowing; (D) in the case of a Eurodollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period; (E) the Outstanding Revolving Credit exposure on the date thereof; and (F) the pro forma Outstanding Revolving Credit exposure (giving effect to the requested Borrowing). (b) Upon receipt of a Request for Advance by the Lender not later than 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day Borrowing described in Section 2.2(a), Administrative Agent shall promptly notify each Bank (as applicable) of the proposed borrowing (provided, however, with respect to the proposed borrowing to be made on the Effective Date, the Authority shall only be required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lender, subject to the terms contents thereof and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in an amount equal to the amount of the requested borrowing. Notwithstanding the foregoingBorrowing to be loaned by such Bank pursuant thereto, in the event and such Request for Advance is received Borrowing shall not thereafter be revocable by the Lender after 11:00 a.m. New York time Borrower. (c) Not later than 12:00 noon (Central time) on the Business Day which is three New York Banking Days date of each Borrowing, each Bank shall make available its Commitment Percentage of such Borrowing, in funds immediately prior available in Boston, Massachusetts to the day of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative Administrative Agent at its address set forth on Schedule 1 hereto. Unless Administrative Agent determines that any applicable condition specified in Section 6.2 has not been satisfied, Administrative Agent will make the Authorized Representative Certificate and may be delivered funds so received from Banks available to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the LenderBorrower at Administrative Agent’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) in accordance with written instructions provided by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct any such nonconforming Request for Advance, if, and to the extent that the Authority is entitled (without regard to the provisions of this sentence) and able to do soaforesaid address.

Method of Borrowing. (a) In order to request any Borrowing other than Borrowings outstanding on the date hereof, Borrower shall hand deliver or telecopy to Administrative Agent a duly completed Request for Borrowing (herein so called) prior to 12:00 noon (Houston, Texas time), (i) at least one (1) Domestic Business Day before the Borrowing Date specified for a proposed Adjusted Base Rate Borrowing, and (ii) at least three (3) Eurodollar Business Days before the Borrowing Date of a proposed Eurodollar Borrowing. Each such Request for Borrowing shall be substantially in the form of Exhibit C hereto, and shall specify: (i) the Borrowing Date of such Borrowing, which shall be a Domestic Business Day in the case of an Adjusted Base Rate Borrowing or a Eurodollar Business Day in the case of a Eurodollar Borrowing; (ii) the aggregate amount of such Borrowing; (iii) whether such Borrowing is to be in Adjusted Base Rate Borrowing or a Eurodollar Borrowing; and (iv) in the case of a Eurodollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (b) Upon receipt of a Request for Advance by the Lender not later than 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day Borrowing, Administrative Agent shall promptly notify each Bank of the proposed borrowing (provided, however, with respect to the proposed borrowing to be made on the Effective Date, the Authority shall only be required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lender, subject to the terms contents thereof and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in an amount equal to the amount of the requested borrowing. Notwithstanding the foregoingBorrowing to be loaned by such Bank pursuant thereto, in the event and such Request for Advance is received Borrowing shall not thereafter be revocable by the Lender after 11:00 a.m. New York time Borrower. (c) Not later than 12:00 noon (Houston, Texas time) on the Business Day which is three New York Banking Days date of each Borrowing, each Bank shall make available its Commitment Percentage of such Borrowing, in Federal or other funds immediately prior available in Houston, Texas to the day of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative Administrative Agent at its address set forth on Schedule 1 hereto. Unless Administrative Agent determines that any applicable condition specified in Section 6.2 has not been satisfied, Administrative Agent will make the Authorized Representative Certificate and may be delivered funds so received from Banks available to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) in accordance with written instructions provided by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct any such nonconforming Request for Advance, if, and to the extent that the Authority is entitled (without regard to the provisions of this sentence) and able to do soBorrower at Administrative Agent's aforesaid address.

Method of Borrowing. (a) The Borrower shall give the Administrative 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 and (y) the third Euro-Dollar Business Day before each Euro-Dollar Borrowing, specifying: (i) Upon receipt the date of such Borrowing, which shall be a Domestic Business Day in the case of a Request for Advance by the Lender not later than 11:00 a.m. New York time on the Base Rate Borrowing or a Euro-Dollar Business Day which is three New York Banking Days immediately prior in the case of a Euro-Dollar Borrowing; (ii) the aggregate amount of such Borrowing; (iii) whether the Loans comprising such Borrowing are to bear interest initially at the day Base Rate or a Euro-Dollar Rate; and (iv) in the case of a Euro-Dollar Borrowing, the duration of the proposed borrowing (provided, however, with respect to the proposed borrowing to be made on the Effective Date, the Authority shall only be required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lenderinitial Interest Period applicable thereto, subject to the terms provisions of the definition of Interest Period. (b) Promptly after receiving a Notice of Borrowing, the Administrative Agent shall notify each Lender of the contents thereof and conditions of this Agreement, such Lender's ratable share of such Borrowing and such Notice of Borrowing shall not thereafter be required to make an Advance revocable by 4:00 p.m. the Borrower. (c) Not later than 12:00 Noon (New York time City time) on the date of each Borrowing, each Lender shall make available its ratable share of such day of the proposed borrowing for the account of the Authority Borrowing, in an amount equal Federal or other funds immediately available in New York City, to the amount Administrative Agent at its address specified in or pursuant to Section 9.01. Unless the Administrative Agent determines that any applicable condition specified in Article 3 has not been satisfied, the Administrative Agent will make the funds so received from the Lenders available to the Borrower at the Administrative Agent's aforesaid address. (d) Unless the Administrative Agent shall have received notice from a Lender before the date of any Borrowing that such Lender will not make available to the requested borrowing. Notwithstanding Administrative Agent such Lender's share of such Borrowing, the foregoing, in Administrative Agent may assume that such Lender has made such share available to the event such Request for Advance is received by the Lender after 11:00 a.m. New York time Administrative Agent on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt date of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) Borrowing in accordance with written instructions provided by Section 2.02(c) and the Authority. IfAdministrative Agent may, after examinationin reliance upon such assumption, the Lender shall have determined that a Request for Advance does not conform make available to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons thereforBorrower on such date a corresponding amount. The Authority may attempt to correct any such nonconforming Request for Advance, if, If and to the extent that the Authority is entitled (without regard such Lender shall not have so made such share available to the provisions Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) if such amount is repaid by the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable to such Borrowing pursuant to Section 2.04 and (ii) if such amount is repaid by such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, the Borrower shall not be required to repay such amount and the amount so repaid by such Lender shall constitute such Lender's Loan included in such Borrowing for purposes of this sentence) and able to do soAgreement.

Method of Borrowing. (ia) Upon receipt Whenever a Borrower desires to make a Warehouse Borrowing or Swing-Line Borrowing hereunder, an Authorized Officer shall deliver to Agent written notice of such proposed Borrowing (a Request for Advance by the Lender not later than 11:00 a.m. New York time "Borrowing Request"), each such notice to be given prior to 12:00 noon (Orlando time) on the Business Day which is three New York Banking Days immediately prior to date of such proposed Borrowing. A Borrowing Request, among other things, shall specify the day name of Borrower, the amount of the proposed borrowing (Borrowing being requested and the Type of Borrowing; provided, however, subject to Section 2.3(c) and (d), each Borrowing Request, at Agent's election, shall be deemed a request by such Borrower for a Swing- Line Loan, up to the Swing-Line Limit. Each Borrowing Request shall be irrevocable and shall be in the form of Exhibit B-1 (with respect to all Loans other than Loans under Tranche B) or Exhibit B-2 (with respect only to Loans under Tranche B), as the proposed borrowing case may be. With regard to each Borrowing, Borrowers shall deliver or cause to be made delivered to Agent (i) the applicable Borrowing Base Addition Report, before 10:30 a.m. on the Effective Borrowing Date, the Authority shall only be required to provide the Lender the Request and (ii) except as otherwise permitted for Advance two New York Banking Days prior to the Effective Date)Tranche B Borrowings as set forth in subsection (b) below, the Lender, subject to the terms and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on such day all of the proposed borrowing Collateral Documents required by Exhibit E for any new Collateral added by that Borrowing Base Addition Report. (b) A Tranche B Borrowing may be funded before delivery to Agent of all of the Collateral Documents for the account of the Authority in an amount equal Eligible Mortgage Loans supporting that Tranche B Borrowing. The Borrowing Base Addition Report delivered to Agent for a Tranche B Borrowing may be sent to Agent by fax but must identify and describe each Mortgage Loan that supports that Tranche B Borrowing and the amount of the requested borrowingBorrowing Base for Eligible Mortgage Loans applicable to it. Notwithstanding By delivering the foregoingBorrowing Base Addition Report, Borrowers confirm their grant under this Agreement of a security interest in each Collateral Document included as Collateral in that Borrowing Base Addition Report that is perfected subject to delivery of the related promissory notes for those Mortgage Loans to Agent or its bailee. (c) Without in any way limiting a Borrower's obligation to deliver to Agent a copy of any written Borrowing Request, Agent may act without liability upon the basis of any telephonic Borrowing Request believed by Agent in good faith to be from an Authorized Officer prior to receipt of written confirmation. In each such case, each Borrower hereby waives the right to dispute Agent's record of the terms of such telephonic notice. An Authorized Officer shall promptly confirm in writing any Borrowing Request given by telephone. (d) On the date of receipt of such Borrowing Request, Agent shall promptly give and, in the event any event, by 1:00 p.m. (Orlando time), each Lender facsimile notice of each proposed Borrowing, such Request for Advance is received Lender's proportionate share thereof based on such Lender's Commitment Percentage of such proposed Borrowing and any other matters covered by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing, the Lender Borrowing Request. Agent shall not be required to make notify any Lender of a Swing-Line Borrowing. (e) The interest rate applicable to each Loan to be made as part of a Borrowing shall be the related Advance by 4:00 p.m. New York time Fed Funds Rate or the LIBOR Rate as then applicable to Borrowings under that Type of Loan under Section 2.5 hereof. (f) By delivering a Borrowing Request to Agent hereunder, each Borrower shall be deemed to have represented and warranted that all of the representations and warranties of Borrowers contained in Article V hereof are true and correct with the same force and effect as if made on the fourth New York date of such Borrowing Request and that no Potential Default or Event of Default has occurred and is continuing. (g) By adding any Mortgage Loan to a Borrowing Base in accordance with subsection (a) above and Section 4.3 hereof, Borrowers shall be deemed to represent and warrant to Agent and Lenders at and as of the date of such addition that with respect to such Mortgage Loan, each of the statements set forth in the definition of Eligible Conforming Mortgage Loan, Eligible Gestation Mortgage Loan, Eligible Non-Conforming Mortgage Loan, or Eligible Wet Mortgage Loan, as the case may be, is true and correct. Unless a Borrower notifies Agent by facsimile to the contrary within one (1) Banking Day after receipt by Borrowers of any Borrowing Base Certificate prepared by Agent, then Borrowers shall be deemed to represent and warrant to Agent and Lenders at and as of the related Request for Advancedate of such certificate that each of the statements set forth in the definition of Eligible Gestation Mortgage Loan, Eligible Non-Conforming Mortgage Loan, or Eligible Wet Mortgage Loan, as the case may be, with respect to each Mortgage Loan included in the computation of the collateral value of the applicable Borrowing Base set forth in such certificate is true and correct. Any Request for Advance If any such statement proves to be untrue or incorrect in any respect at any time, then such Mortgage Loan shall be signed by an Authorized Representative set forth on deemed to have no collateral value for the Authorized Representative Certificate and may be delivered to purposes of computing the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version collateral value of the Request for Advance applicable Borrowing Base, and Borrowers shall promptly delivered so notify Agent by facsimile. (h) Agent reserves the right in its discretion to review and reduce the Lender postage prepaid, U.S. mail; provided that Borrowing Base at any time and/or to require additional Warehouse Collateral or payment by Borrowers to reduce the receipt outstanding principal amount of such original the Obligations in the event the sale or collateralization of any Mortgage Loan is not a condition to consummated on or before of sale recited in the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) in accordance with written instructions provided by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct any such nonconforming Request for Advance, if, and to the extent that the Authority is entitled (without regard to the provisions of this sentence) and able to do soapplicable Investor Commitment.

Method of Borrowing. (a) The relevant Borrower shall give the Agent notice (a "Notice of Borrowing") not later than 11:00 A.M. (New York City time) on (x) the date of each Base Rate Borrowing and (y) the third Euro-Dollar Business Day before each Euro-Dollar Borrowing, specifying: (i) 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 Type of the Loans comprising such Borrowing; and (iv) in the case of a Euro-Dollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. In no event shall the total number of Groups of Loans at any one time outstanding exceed fifteen. (b) Upon receipt of a Request for Advance Notice of Borrowing, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Lender not Borrower. (c) Not later than 11:00 a.m. 12:00 Noon (New York time City time) on the Business Day which is three date of each Borrowing, each Bank participating therein shall make available its share of such Borrowing, in Federal or other funds immediately available in New York Banking Days immediately City, to the Agent at its address referred to in Section 11.1. 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 Borrower at the Agent's aforesaid address. (d) Unless the Agent shall have received notice from a Bank prior to the day date of the proposed borrowing (provided, however, with respect any Borrowing that such Bank will not make available to the proposed borrowing Agent such Bank's share of such Borrowing, the Agent may assume that such Bank has made such share available to be made the Agent on the Effective Date, the Authority shall only be required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lender, subject to the terms and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in an amount equal to the amount of the requested borrowing. Notwithstanding the foregoing, in the event such Request for Advance is received by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt date of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) Borrowing in accordance with written instructions provided by subsection (c) of this Section and the Authority. IfAgent may, after examinationin reliance upon such assumption, the Lender shall have determined that a Request for Advance does not conform make available to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons thereforBorrower on such date a corresponding amount. The Authority may attempt to correct any such nonconforming Request for Advance, if, If and to the extent that the Authority is entitled (without regard such Bank shall not have so made such share available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.5, and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of this Agreement. In no event shall any payment by the Agent, or repayment by the Borrower, of any amount pursuant to this subsection (d) relieve the Bank that failed to make available its share of the related Borrowing of its obligations hereunder. (e) The provisions of this sentencesubsection (a) above notwithstanding, if the relevant Borrower shall not have given a Notice of Borrowing by 11:00 A.M. (New York City time) on any Disbursement Date (as defined in Section 2.13(c)), then, unless the Borrower notifies the Agent before such time that it elects not to borrow on such date, the Agent shall be deemed to have received a Notice of Borrowing specifying that (i) the date of the proposed Borrowing shall be such Disbursement Date, (ii) the aggregate amount of the proposed Borrowing shall be the aggregate amount of the reimbursement obligations due and able payable on such Disbursement Date, and (iii) the Loans comprising the proposed Borrowing are to do sobe Base Rate Loans.

Method of Borrowing. (a) The Borrower shall give the Administrative Agent notice (a “Notice of Borrowing”), in substantially the form of Exhibit F, of (i) Upon receipt of a Request for Advance by the Lender not later than 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing (provided, however, with respect to the proposed borrowing each Borrowing to be made on the Effective Date, Date no later than the Authority shall only be required to provide the Lender the Request for Advance two New York Banking Days Domestic Business Day prior to the Effective Date)Date and (ii) each Borrowing thereafter not later than 10:00 A.M. (New York City time) on the third Eurodollar Business Day before each Eurodollar Rate Advance and the Domestic Business Day before each Base Rate Advance, specifying: (1) the date of such Borrowing, which shall be a Domestic Business Day in the case of a Base Rate Advance or a Eurodollar Business Day in the case of a Eurodollar Rate Advance, (2) the aggregate amount of such Borrowing, and (3) in the case of a Eurodollar Rate Borrowing, the Lenderduration of the initial Interest Period applicable thereto, subject to the terms provisions of the definition of Interest Period. (b) Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and conditions of this Agreementsuch Lender’s share of such Borrowing, if any, and such Notice of Borrowing shall not thereafter be required to make an Advance revocable by 4:00 p.m. the Borrower. (c) Not later than Noon (New York time City time) on the date of each Borrowing, each Lender with a Revolving Facility Commitment shall make available its share of such day of the proposed borrowing for the account of the Authority Borrowing, in an amount equal Federal or other funds immediately available in New York City, to the amount of Administrative Agent at its address specified in or pursuant to Section 8.02. Unless the requested borrowing. Notwithstanding Administrative Agent determines that any applicable condition specified in Article 3 has not been satisfied, the foregoing, in Administrative Agent will make the event such Request for Advance is funds so received by from the Lenders available to the Borrower at the Administrative Agent’s aforesaid address. (d) Unless the Administrative Agent shall have received notice from a Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day date of any Borrowing that such Lender will not make available to the proposed borrowingAdministrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender shall be required has made such share available to make the related Advance by 4:00 p.m. New York time Administrative Agent on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt date of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) Borrowing in accordance with written instructions provided by subsection (c) of this Section 2.02 and the Authority. IfAdministrative Agent may, after examinationin reliance upon such assumption, the Lender shall have determined that a Request for Advance does not conform make available to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons thereforBorrower on such date a corresponding amount. The Authority may attempt to correct any such nonconforming Request for Advance, if, If and to the extent that the Authority is entitled (without regard such Lender shall not have so made such share available to the provisions Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.04 and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance included in such Borrowing for purposes of this sentenceAgreement. Nothing herein shall affect any rights that the Borrower may have against such defaulting Lender. (e) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing. (f) Unless consented to by the Lead Arrangers in their sole discretion, no Eurodollar Rate Advances may be elected on the Effective Date or prior to the date 10 days thereafter (or, if earlier, the completion of the primary syndication of the Commitments and able to do soAdvances hereunder as determined by the Lead Arrangers.

Method of Borrowing. To request an Advance hereunder, the Company shall: (i) Upon receipt of a Request for Advance give notification by the Lender not later than 11:00 a.m. New York time on the Business Day telephone (which is three New York Banking Days immediately prior to the day of the proposed borrowing (provided, however, with respect to the proposed borrowing to notification shall be made on the Effective Borrowing Date, may be made either before or after delivery of the Authority Advance Request referred to in clause (ii) below and shall only be required subject to provide the Lender the Request for Advance two New York Banking Days prior Section 3.5(b)) to the Effective Date), Administrative Agent that the Lender, subject Advance Request has been or will be delivered to the terms and conditions of this AgreementAdministrative Agent and, shall be required to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in an amount equal to if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested borrowing. Notwithstanding in such Advance Request (such telephone notification, the foregoingAdvance Request Confirmation ), in the event such Request for Advance is received (ii) deliver, by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately email prior to the day 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 proposed borrowingCompany listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Lender Administrative Agent, as updated in writing by the Company from time to time) and delivered to the 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 required to make a Business Day; (3) the related Applicable Tranche under which such Advance by 4:00 p.m. New York time on is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the fourth New York Banking Day after receipt currency of the related Request for Advance. Any Request for 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 signed initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a Clearing Member Customer Gold Warrant Advance ); and (7) are to be disbursed, which (x) in the case of an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered Advance (other than a Clearing Member Customer Gold Warrant Advance) to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) in accordance with written instructions provided by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct any such nonconforming Request for Advance, if, and to the extent that the Authority is entitled (without regard to the provisions of this sentence) and able to do so.in

Method of Borrowing. (a) The 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 Domestic Business Day before each Base Rate Borrowing and (y) the third Euro-Dollar Business Day before each Euro-Dollar Borrowing, specifying: (i) 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) whether the Loans comprising such Borrowing are to bear interest initially at the Base Rate or a Euro-Dollar Rate; and (iv) in the case of a Euro-Dollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. In no event shall the total number of Groups of Loans at any one time outstanding exceed ten, and each Group of Loans shall at all times consist of Tranche A Loans, Tranche B Loans and Tranche C Loans of the Banks ratably in proportion to their respective Tranche A Commitments, Tranche B Commitments and Tranche C Commitments. (b) Upon receipt of a Request for Advance by Notice of Borrowing, the Lender not Administrative Agent shall promptly notify each Bank of the contents thereof, of such Bank's ratable share of such Borrowing and of the portion thereof which shall be made as a Tranche A Loan, a Tranche B Loan and a Tranche C Loan. (c) Not later than 11:00 a.m. 12:00 Noon (New York time City time) on the Business Day which is three 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 Banking Days immediately 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. (d) Unless the Administrative Agent shall have received notice from a Bank prior to the day date of the proposed borrowing (provided, however, with respect any Borrowing that such Bank will not make available to the proposed borrowing Administrative Agent such Bank's share of such Borrowing, the Administrative Agent may assume that such Bank has made such share available to be made the Administrative Agent on the Effective Date, the Authority shall only be required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lender, subject to the terms and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in an amount equal to the amount of the requested borrowing. Notwithstanding the foregoing, in the event such Request for Advance is received by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt date of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) Borrowing in accordance with written instructions provided by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct any such nonconforming Request for Advance, if, and to the extent that the Authority is entitled (without regard to the provisions of this sentence) and able to do so.subsection

Method of Borrowing. (ia) Upon receipt The Borrower shall give the Agent notice (a "Notice of a Request for Advance by the Lender Borrowing") not later than 11:00 a.m. A.M. (New York time City time) on (x) the date of each Base Rate Borrowing and (y) the third Euro-Dollar Business Day before each Euro-Dollar Borrowing, specifying: (i) the date of such Borrowing, which is three New York Banking Days immediately prior 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) whether the Loans comprising such Borrowing are to bear interest initially at the day Base Rate or a Euro-Dollar Rate; and (iv) in the case of a Euro-Dollar Borrowing, the duration of the proposed borrowing (provided, however, with respect to the proposed borrowing to be made on the Effective Date, the Authority shall only be required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lenderinitial Interest Period applicable thereto, subject to the terms provisions of the definition of Interest Period. (b) Promptly after receiving a Notice of Borrowing, the Agent shall notify each Bank of the contents thereof and conditions of this Agreementsuch Bank's ratable share of such Borrowing, and such Notice of Borrowing shall not thereafter be required revocable by the Borrower. (c) Not later than 1:00 P.M. (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 specified in or pursuant to Section 10.01. The failure of any Bank to make an Advance by 4:00 p.m. available such funds shall not relieve any other Bank of its obligations hereunder. Unless the Agent determines that any applicable condition specified in Article 3 has not been satisfied, the Agent will make any funds so received from the Banks available to the Borrower in Federal or other funds immediately available in New York time City no later than 2:00 P.M. (New York City time) on the date of such day of the proposed borrowing for the Borrowing by credit to an account of the Authority Borrower at the Agent's aforesaid address or to such other account of the Borrower in an amount equal New York City as may have been specified in the applicable Notice of Borrowing and as shall be reasonably acceptable to the amount Agent. (d) Unless the Agent shall have received notice from a Bank before the date of any Borrowing that such Bank will not make available to the requested borrowing. Notwithstanding Agent such Bank's share of such Borrowing, the foregoing, in Agent may assume that such Bank has made such share available to the event such Request for Advance is received by the Lender after 11:00 a.m. New York time Agent on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt date of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) Borrowing in accordance with written instructions provided by subsection (b) of this Section, and the Authority. IfAgent may, after examinationin reliance upon such assumption, the Lender shall have determined that a Request for Advance does not conform make available to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons thereforBorrower on such date a corresponding amount. The Authority may attempt to correct any such nonconforming Request for Advance, if, If and to the extent that the Authority is entitled (without regard such Bank shall not have so made such share available to the provisions Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) if such amount is repaid by the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.04 and (ii) if such amount is repaid by such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, the Borrower shall not be required to repay such amount and the amount so repaid by such Bank shall constitute such Bank's Loan included in such Borrowing for purposes of this sentence) and able to do soAgreement.

Method of Borrowing. (a) In order to request any Borrowing hereunder, Borrower shall hand deliver or telecopy to Administrative Agent a duly completed Request for Borrowing (i) prior to 10:00 a.m. (Central time) at least one (1) Business Day before the Borrowing Date of a proposed Adjusted Base Rate Borrowing, and (ii) prior to 10:00 a.m. (Central time) at least three (3) Eurodollar U.S. Government Securities Business Days before the Borrowing Date of a proposed Eurodollar SOFR Borrowing. Each such Request for Borrowing shall be substantially in the form of Exhibit B hereto, and shall specify: (A) whether such Borrowing is to be an Adjusted Base Rate Borrowing or a Eurodollar SOFR Borrowing; (B) the Borrowing Date of such Borrowing, which shall be a Business Day in the case of an Adjusted Base Rate Borrowing, or a Eurodollar U.S. Government Securities Business Day in the case of a Eurodollar SOFR Borrowing; (C) the aggregate amount of such Borrowing; (D) in the case of a Eurodollar SOFR Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period; (E) the Outstanding Revolving Credit exposure on the date thereof; (F) the pro forma Outstanding Revolving Credit exposure (giving effect to the requested Borrowing); and (G) after giving effect to such Borrowing, the Credit Parties, taken as a whole will be Solvent. (b) Upon receipt of a Request for Advance by the Lender not later than 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day Borrowing described in Section 2.2(a), Administrative Agent shall promptly notify each Bank (as applicable) of the proposed borrowing (provided, however, with respect to the proposed borrowing to be made on the Effective Date, the Authority shall only be required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lender, subject to the terms contents thereof and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in an amount equal to the amount of the requested borrowing. Notwithstanding the foregoingBorrowing to be loaned by such Bank pursuant thereto, in the event and such Request for Advance is received Borrowing shall not thereafter be revocable by the Lender after 11:00 a.m. New York time Borrower. (c) Not later than 12:00 noon p.m. (Central time) on the Business Day which is three New York Banking Days date of each Borrowing, each Bank shall make available its Commitment Percentage of such Borrowing, in funds immediately prior available to the day of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative Administrative Agent at its address set forth on Schedule 1 hereto. Unless Administrative Agent determines that any applicable condition specified in Section 6.2 has not been satisfied, Administrative Agent will make the Authorized Representative Certificate and may be delivered funds so received from Banks available to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the LenderBorrower at Administrative Agent’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) in accordance with written instructions provided by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct any such nonconforming Request for Advance, if, and to the extent that the Authority is entitled (without regard to the provisions of this sentence) and able to do soaforesaid address.

Method of Borrowing. Each advance under this Agreement (ithe “Advance” and collectively, the “Advances”) Upon receipt of shall be offered to Borrower through its representative(s) by a Request for Advance by the Lender not later than 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day duly authorized representative of the proposed borrowing (providedBank, however, with respect to at the proposed borrowing interest rate provided below to be made on the Effective Daterepaid by Borrower as provided herein. Requests for, the Authority shall only be required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date)offers of, the Lender, subject to the terms and conditions acceptance of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in an amount equal to the amount of the requested borrowing. Notwithstanding the foregoing, in the event such Request for Advance is received by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate Advances between Bank and Borrower may be delivered to the Lender by made in writing (including facsimile transmission or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document formatprovided that any signatures required thereon are actual signatures and not computer-generated signatures) or other replicating image attached to the e-mail messageorally (including telephonic communication) (each, an “Advance Notice”), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance Notice shall specify the dollar amount of such Advance and the duration of the borrowing period therefor, which borrowing period shall be made a period (the “Borrowing Period”) agreed to by Bank ending no later than the Lender by wire transfer of immediately available funds 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 Trustee (on behalf of the Authority“Maturity Date”) and otherwise in accordance with written instructions provided 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 Authorityday of notification to Borrower by Bank of such offering; and the offering shall be deemed withdrawn if not accepted within that time period. If, after examination, the Lender shall have determined that a Request for Advance does not conform 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) the Advance is deposited or credited to an account of Borrower with Bank, notwithstanding that such Advance was requested, orally or in writing and conditions hereof, then (ii) any part of such Advance is withdrawn from the Lender shall use its best efforts to give notice to account; or (b) the Authority to the effect that documentation was not Advance is made in accordance with the terms and conditions hereof and stating the reasons therefororal or written instructions of an authorized representative of Borrower. The Authority Borrower will provide a written listing of authorized representatives to the Bank. Borrower agrees that Bank may attempt to correct rely on any such nonconforming Request for Advance, iftelephonic or telecopy notice given by any person Lender in good faith reasonably believes is an authorized representative without the necessity of independent investigation, and to in the extent that event any such notice by telephone conflicts with any written confirmation the Authority is entitled (without regard to the provisions of this sentence) and able to do sowritten notice shall govern if Bank acted in reliance thereon. NOTWITHSTANDING ANY PROVISION OR INFERENCE TO THE CONTRARY, THE BANK SHALL HAVE NO OBLIGATION TO EXTEND ANY CREDIT TO OR FOR THE ACCOUNT OF BORROWER BY REASON OF THIS AGREEMENT.

Method of Borrowing. Until the Revolving Loan Maturity Date, Borrowers may borrow, repay and reborrow under the 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) if the conditions stated in Section 6.01 of this Agreement have not been fulfilled; or (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 as follows: (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 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 a an Application for Advance, or at Bank’s discretion upon receipt of an Informal Request for a Revolving Advance by the Lender not later than 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day and upon compliance with any other conditions of the proposed borrowing (provided, however, with respect to the proposed borrowing to be made on the Effective Date, the Authority shall only be required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lender, subject to the terms and conditions lending stated in Section 6.01 of this Agreement, Bank shall be required to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in an amount equal to disburse the amount of the requested borrowing. Notwithstanding the foregoing, in the event such Request for Revolving Advance is received by the Lender after 11:00 a.m. New York time to Borrowers on the Business Day which is three New York Banking Days immediately prior date designated for the Revolving Advance. All Revolving Advances by Bank and payments by Borrowers shall be recorded by Bank on its books and records, and the principal amount outstanding from time to time, plus interest payable thereon, shall be determined by reference to the day books and records of the proposed borrowing, the Lender Bank. Bank’s books and records shall be required presumed prima facie to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered correct as to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) in accordance with written instructions provided by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct any such nonconforming Request for Advance, if, and to the extent that the Authority is entitled (without regard to the provisions of this sentence) and able to do somatters.

Method of Borrowing. (a) The Borrower shall give the Agent notice (a "Notice of Borrowing") not later than 11:00 A.M. (Eastern Standard Time) on (y) the date of each Base Rate Borrowing, and (z) the third Eurodollar Business Day before each Eurodollar Borrowing, specifying: (i) the date of such Borrowing, which shall be a Domestic Business Day in the case of a Base Rate Borrowing or a Eurodollar Business Day in the case of a Eurodollar Borrowing; (ii) the aggregate amount of such Borrowing; (iii) whether the Loans comprising such Borrowing are to bear interest initially at the Base Rate or a Eurodollar Rate; and (iv) in the case of a Eurodollar Borrowing, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (b) Upon receipt of a Request for Advance 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 Lender not Borrower. (c) Not later than 11:00 a.m. New York time 12:00 Noon (Eastern Standard Time) on the Business Day which is three New York Banking Days date of each Borrowing, each Bank shall make available its ratable share of such Borrowing, in Federal or other funds immediately available in Columbus, Ohio, to the Agent at its address referred to in Section 10.1. Unless the Agent determines that any applicable condition specified in Article 3 has not been satisfied, the Agent will make the funds so received from the Banks available to the Borrower at the Agent's aforesaid address. (d) Unless the Agent shall have received notice from a Bank prior to the day date of the proposed borrowing (provided, however, with respect any Borrowing that such Bank will not make available to the proposed borrowing Agent such Bank's share of such Borrowing, the Agent may assume that such Bank has made such share available to be made the Agent on the Effective Date, the Authority shall only be required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lender, subject to the terms and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in an amount equal to the amount of the requested borrowing. Notwithstanding the foregoing, in the event such Request for Advance is received by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt date of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) Borrowing in accordance with written instructions provided by subsection (c) of this Section and the Authority. IfAgent may, after examinationin reliance upon such assumption, the Lender shall have determined that a Request for Advance does not conform make available to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons thereforBorrower on such date a corresponding amount. The Authority may attempt to correct any such nonconforming Request for Advance, if, If and to the extent that the Authority is entitled (without regard such Bank shall not have so made such share available to the provisions Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable to such Borrowing pursuant to Section 2.5, and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of this sentence) and able to do soAgreement.

Method of Borrowing. Direct Loans With respect to Domestic Borrowings, USBR Borrowings and Euro-Dollar Borrowings: (a) the Borrower shall give the Agent notice no later than 12:00 Noon on the date of each Domestic Borrowing and USBR Borrowing, and at least three Euro-Dollar Business Days before each Euro-Dollar Borrowing, specifying: (i) Upon the date of such Borrowing, which shall be a Domestic Business Day in the case of a Domestic Borrowing or USBR Borrowing, or a Euro-Dollar Business Day in the case of a Euro-Dollar Borrowing, (ii) the aggregate amount of such Borrowing, (iii) whether the Loans comprising such Borrowing are to bear interest initially at the Prime Rate as adjusted herein, the U.S. Base Rate as adjusted herein or the Euro-Dollar Rate, 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. (b) upon receipt of a Request for Advance 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 Lender Borrower; (c) not later than 11:00 a.m. New York time A.M. on the Business Day which is three New York Banking Days immediately date of each Euro-Dollar Borrowing and not later than 1:00 P.M. on the date of each Domestic Borrowing and USBR Borrowing, each Bank shall make available its ratable share of such Borrowing, in Canadian or U.S. Dollars, as the case may be, available in ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, to the Agent at its address specified in or pursuant to 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 Borrower at the Agent's aforesaid address; (d) unless the Agent shall have received notice from a Bank prior to the day date of the proposed borrowing (providedany Domestic Borrowing, however, with respect USBR Borrowing or Euro-Dollar Borrowing that such Bank will not make available to the proposed borrowing Agent such Bank's share of such Borrowing, the Agent may assume that such Bank has made such share available to be made the Agent on the Effective Date, the Authority shall only be required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lender, subject to the terms and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in an amount equal to the amount of the requested borrowing. Notwithstanding the foregoing, in the event such Request for Advance is received by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt date of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) Borrowing in accordance with written instructions provided by subsection (c) of this Section 2.2 and the Authority. IfAgent may, after examinationin reliance upon such assumption, the Lender shall have determined that a Request for Advance does not conform make available to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons thereforBorrower on such date a corresponding amount. The Authority may attempt to correct any such nonconforming Request for Advance, if, If and to the extent that the Authority is entitled (without regard such Bank shall not have so made such share available to the provisions Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at a rate determined by the Agent (such rate to be conclusive and binding on such Bank or the Borrower, as the case may be) in accordance with the Agent's usual banking practice for advances to financial institutions of like standing to such Bank. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of this sentence) and able Agreement. If the Borrower shall repay to do so.the Agent such corresponding amount, nothing in this

Method of Borrowing. (a) On each Borrowing Date for Revolving Loans, each applicable Lender shall make available its Loan (i) Upon receipt of a Request for Advance by the Lender if such Loan is denominated in Dollars, not later than 11:00 a.m. 2:00 p.m. (New York time time) in federal or other funds immediately available to the Administrative Agent, in New York at its address specified in or pursuant to Article XIV and (ii) if such Loan is denominated in an Agreed Currency other than Dollars, not later than noon, local time, in the city of the Administrative Agent’s Lending Installation for such currency, 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 applicable Borrower at the Administrative Agent’s aforesaid address. (b) Each Appropriate Foreign Currency Swing Lender shall, upon fulfillment of the applicable conditions set forth in Article IV (which fulfillment each Appropriate Foreign Currency Swing Lender may assume in the absence of prior written notice from the applicable Borrower, the Administrative Agent or the Required Lenders to the contrary), make any requested Foreign Currency Swing Loan available on the Business requested Borrowing Date in Same Day Funds available to such Borrower in the Appropriate Foreign Currency in the amount requested by such Borrower at such Appropriate Foreign Currency Swing Lender’s Lending Installation. 2315953_6.doc 33 364-Day Revolving Credit Agreement (c) The Euro Swing Lender shall, upon fulfillment of the applicable conditions set forth in Article IV (which is three New York Banking Days immediately fulfillment the Euro Swing Lender may assume in the absence of prior written notice from the applicable Borrower, the Administrative Agent or the Required Lenders to the day contrary), make any requested Euro Swing Loan available on the requested Borrowing Date in Same Day Funds available to such Borrower in Euros in the amount requested by such Borrower at the Euro Swing Lender’s Lending Installation. (d) Each U.S. Swing Lender shall, upon fulfillment of the proposed borrowing applicable conditions set forth in Article IV (providedwhich fulfillment each U.S. Swing Lender may assume in the absence of prior written notice from the applicable Borrower, howeverthe Administrative Agent or the Required Lenders to the contrary), make its share of any requested U.S. Swing Loan available on the requested Borrowing Date, in funds immediately available in New York, to the Administrative Agent at its Lending Installation. The Administrative Agent will promptly make the funds so received from each U.S. Swing Lender available to such Borrower on the Borrowing Date at the Administrative Agent’s aforesaid address. (e) Any change to the account or accounts of any Borrower into which the proceeds of any Revolving Advance or Swing Loan are to be deposited or credited, or any change in the instructions of any Borrower with respect to the proposed borrowing to be made on funding or transfer of the Effective Date, the Authority shall only be required to provide the Lender the Request for proceeds of any Revolving Advance two New York Banking Days prior to the Effective Date), the Lender, subject to the terms and conditions of this Agreementor Swing Loan, shall be required to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in an amount equal to the amount of the requested borrowing. Notwithstanding the foregoing, in the event such Request for Advance is received by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as require a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) in accordance with written instructions provided by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to Administrative Agent or the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct any applicable Swing Lender of such nonconforming Request for Advancechange, if, and to the extent that the Authority is entitled (without regard to the provisions executed by two Authorized Officers of this sentence) and able to do sosuch Borrower.

Method of Borrowing. (ia) Upon receipt To request the Borrowing of a Request for Advance by the Lender not later than 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing (provided, however, with respect to the proposed borrowing to be made Loans on the Effective Date, the Authority Borrower shall only be required deliver to provide the Lender the Administrative Agent a duly completed Borrowing Request for Advance two New York Banking Days Notice prior to 10:00 am (Central Time) two (2) Business Days before the Effective Date. (b) To request a Borrowing of Incremental Loans, the Borrower shall deliver to the Administrative Agent a duly completed Incremental Borrowing Request Notice prior to 10:00 a.m. (Central Time) five (5) Business Days before the date of the proposed Borrowing; provided, that each Borrowing of Incremental Loans shall be in an aggregate amount that is not less than $20,000,000. (c) To request the Borrowing of 2018 Incremental Loans on the Amendment No. 1 Effective Date, the Borrower shall deliver to the Administrative Agent a duly completed Borrowing Request Notice prior to 10:00 a.m. (Central Time) two (2) Business Days (or such shorter period as may be approved by the 2018 Incremental Lenders) before the Amendment No. 1 Effective Date. (d) Upon receipt of a Borrowing Request Notice described in Section 2.02(a), the Lender, subject to the terms and conditions of this Agreement, Administrative Agent shall be required to make an Advance by 4:00 p.m. New York time on such day promptly notify each Lender of the proposed borrowing for receipt thereof, and such Borrowing Request Notice shall not thereafter be revocable by the account Borrower (except as otherwise set forth in that certain Funding Indemnification Letter agreement, dated as of November 7, 2017, among Vista Sand, the Borrower and the Administrative Agent). (e) Upon receipt of an Incremental Borrowing Request Notice described in Section 2.02(b), the Administrative Agent shall promptly notify each Lender of the Authority receipt thereof, and such Incremental Borrowing Request Notice shall not thereafter be revocable by the Borrower. (f) Upon receipt of a Borrowing Request Notice for 2018 Incremental Loans described in an amount equal to Section 2.02(c), the Administrative Agent shall promptly notify each 2018 Incremental Lender of the receipt thereof, and such Borrowing Request Notice shall not thereafter be revocable by the Borrower. (g) Not later than (i) in the case of the Borrowing of New Loans, 12:00 noon (Central time) on the Effective Date, each Lender shall make available a Loan in the amount of its New Commitment, (ii) in the case of a Borrowing of Incremental Loans, 12:00 noon (Central time) on the date of such Borrowing, each Incremental Lender shall make available the amount of its requested Incremental Loan or (iii) in the case of the Borrowing of 2018 Incremental Loans, 12:00 noon (Central time) on the Amendment No. 1 Effective Date, each 2018 Incremental Lender shall make available a Loan in the amount of its 2018 Incremental Commitment, in each case in funds immediately available to the Administrative Agent at its address set forth herein. Unless Administrative Agent determines that any applicable condition specified in (i) Section 6.02, (ii) in the case of a Borrowing of Incremental Loans, Section 6.03 or (iii) in the case of the Borrowing of 2018 Incremental Loans, Amendment No. 1 has not been satisfied, Administrative Agent will make the funds so received from the applicable Lenders available to the Borrower at Administrative Agent’s aforesaid address. (h) In the event that any Lender fails to fund its share of any Incremental Loan required to be funded by such Lender hereunder (any such unfunded amount, such Lender’s “Unfunded Incremental Loan Amount”), the Administrative Agent will fund, or will cause one or more other Lenders that are Affiliates of the Administrative Agent to fund, within five (5) Business Days after the requested borrowingBorrowing Date, the Unfunded Incremental Loan Amount of such Lender. Notwithstanding Thereafter, the foregoing, in portion of the event such Request for Advance is received Unfunded Incremental Loan Amount funded by the Administrative Agent or any other Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior shall constitute a Loan owing to the day of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile Administrative Agent or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or such other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) in accordance with written instructions provided by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct any such nonconforming Request for Advance, if, and to the extent that the Authority is entitled (without regard to the provisions of this sentence) and able to do so.

Method of Borrowing. (a) The Borrower shall give the Agent notice (a "Notice of Borrowing") (x) not later than 12:00 Noon (New York City time) on (1) the date of each Base Rate Borrowing (other than a Swing Borrowing or a Revolving Borrowing the proceeds of which are to be applied to repay Refunded Swing Loans) and (2) the third Euro-Dollar Business Day before each Euro-Dollar Borrowing and (y) not later than 12:00 Noon (New York City time) on the date of each Swing Borrowing, specifying: (i) 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) whether the Loans comprising such Borrowing are to bear interest initially at a rate based on the Base Rate or at a Euro-Dollar Rate; provided that (x) no Loans comprising any Borrowing made prior to the Syndication Date shall be specified to bear interest at a Euro-Dollar Rate and (y) all Swing Loans shall bear interest at a rate based on the Base Rate; 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. In no event shall (i) the total number of Groups of Loans at any one time outstanding exceed 15 or (ii) the total number of Swing Borrowings made in any one calendar week exceed 3. (b) Upon receipt of a Request for Advance Notice of Borrowing, the Agent shall promptly notify each Lender of the contents thereof and of such Lender's ratable share of such Borrowing (if any) and such Notice of Borrowing shall not thereafter be revocable by the Lender not Borrower. (c) Not later than 11:00 a.m. 12:00 Noon (New York time City time) on the Business Day which is three date of each Borrowing (or, solely in the case of a Swing Borrowing, 1:00 P.M. (New York Banking Days City time)), each Lender (or, in the case of a Swing Borrowing, the Swing Lender) 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 9.01. 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 Lenders available to the Borrower by crediting an account of the Borrower maintained with the Agent and specified by the Borrower prior to the day date of such Borrowing or, if no such account has been specified, at the proposed borrowing Agent's aforesaid address. (provided, however, with respect to d) Unless the proposed borrowing to be made on the Effective Date, the Authority Agent shall only be required to provide the have received notice from a Lender the Request for Advance two New York Banking Days prior to the Effective Date)date of any Borrowing that such Lender will not make available to the Agent such Lender's share of such Borrowing, the Lender, subject Agent may assume that such Lender has made such share available to the terms and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in an amount equal to the amount of the requested borrowing. Notwithstanding the foregoing, in the event such Request for Advance is received by the Lender after 11:00 a.m. New York time Agent on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt date of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) Borrowing in accordance with written instructions provided by subsection (c) of this Section and the Authority. IfAgent may, after examinationin reliance upon such assumption, the Lender shall have determined that a Request for Advance does not conform make available to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons thereforBorrower on such date a corresponding amount. The Authority may attempt to correct any such nonconforming Request for Advance, if, If and to the extent that the Authority is entitled (without regard such Lender shall not have so made such share available to the provisions Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.05 and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender's Loan included in such Borrowing for purposes of this sentence) and able to do soAgreement.

Method of Borrowing. (a) Whenever the Borrower desires to incur Loans hereunder (excluding Borrowings of Swingline Loans and Loans incurred pursuant to a Mandatory Borrowing) it shall give the Agent notice (a "Notice of Borrowing") no later than 11:00 A.M. (New York City time) on (x) the date of each Base Rate Borrowing and (y) the third Business Day before each Euro-Dollar Borrowing. Each such Notice of Borrowing shall be given by written communication (or telephonic communication promptly confirmed in writing) and shall specify: (i) Upon receipt the date of such Borrowing (which shall be a Business Day); (ii) the aggregate principal amount of the Loans to be incurred pursuant to such Borrowing; (iii) whether the Loans being incurred pursuant to such Borrowing shall constitute Tranche A Term Loans, Tranche B Term Loans or Revolving Loans; (iv) whether the Loans comprising such Borrowing are to bear interest initially at the Base Rate or a Euro-Dollar Rate; and (v) in the case of a Request for Advance by Euro-Dollar Borrowing, the Lender not later than 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day duration of the proposed borrowing (provided, however, with respect to the proposed borrowing to be made on the Effective Date, the Authority shall only be required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lenderinitial Interest Period applicable thereto, subject to the terms and conditions provisions of this Agreementthe definition of Interest Period. (b) Promptly after receiving a Notice of Borrowing, the Agent shall be notify each Lender which is required to make an Advance Loans of the Tranche specified in the respective Notice of Borrowing of the contents thereof and of such Lender's ratable share of such Borrowing, and such Notice of Borrowing shall not thereafter be revocable by 4:00 p.m. the Borrower. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, it shall give the Swingline Lender, not later than 2:00 P.M. (New York time City time) on the day such day Swingline Loan is to be made, written notice (or telephonic notice promptly confirmed in writing) of each Swingline Loan to be made hereunder. Each such notice shall be irrevocable and shall specify in each case (x) the date of such Borrowing (which shall be a Business Day) and (y) the aggregate principal amount of the proposed borrowing for Swingline Loan to be made pursuant to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(e), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of Mandatory Borrowings as set forth in such Section 2.01(e). (d) No later than 1:00 P.M. (New York City time) on the date of each Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 P.M. (New York City time) on the date specified in Section 2.03(c)(i) or (y) in the case of Revolving Loans incurred pursuant to Mandatory Borrowings, no later than 12:00 Noon (New York City time) on the date specified in Section 2.01(e)), each Lender with a Commitment of the respective Tranche shall make available its ratable share of such Borrowing (or, in the case of Swingline Loans, the Swingline Lender will make available the full amount thereof), in Federal or other funds immediately available in New York City, to the Agent at its address specified in or pursuant to Section 10.01. Unless the Agent determines that any applicable condition specified in Article 3 has not been satisfied, the Agent will make any funds so received from the Lenders available to the Borrower in Federal or other funds immediately available in New York City no later than 2:00 P.M. (or, in the case of Swingline Loans, 3:00 P.M.) (New York City time) on the date of such Borrowing by credit to an account of the Authority Borrower at the Agent's aforesaid address or to such other account of the Borrower in an amount equal New York City as may have been specified in the applicable Notice of Borrowing and as shall be reasonably acceptable to the amount Agent. (e) Unless the Agent shall have received notice from a Lender before the date of any Borrowing that such Lender will not make available to the requested borrowing. Notwithstanding Agent such Lender's share of such Borrowing, the foregoing, in Agent may assume that such Lender has made such share available to the event such Request for Advance is received by the Lender after 11:00 a.m. New York time Agent on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt date of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) Borrowing in accordance with written instructions provided by subsection (d) of this Section, and the Authority. IfAgent may, after examinationin reliance upon such assumption, the Lender shall have determined that a Request for Advance does not conform make available to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons thereforBorrower on such date a corresponding amount. The Authority may attempt to correct any such nonconforming Request for Advance, if, If and to the extent that the Authority is entitled (without regard such Lender shall not have so made such share available to the provisions Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) if such amount is repaid by the Borrower, a rate per annum equal to the interest rate applicable thereto pursuant to Section 2.05 and (ii) if such amount is repaid by such Lender, the Federal Funds Rate. If such Lender shall repay to the Agent such corresponding amount, the Borrower shall not be required to repay such amount and the amount so repaid by such Lender shall constitute such Lender's Loan included in such Borrowing for purposes of this sentence) and able to do soAgreement.

Method of Borrowing. The obligation of Starcraft to pay the Starcraft Revolver shall be evidenced by a promissory note executed by Starcraft to the Bank in the form attached as Exhibit "A" to the Seventh Amendment (ias the same may be amended, modified, extended, renewed and/or restated or replaced from time to time and at any time, being referred to in this Agreement as the "Starcraft Note"). So long as no Event of Default shall have occurred and be continuing and until the Starcraft Revolver Maturity Date, Starcraft may borrow, pay and reborrow under the Starcraft Note on any Banking Day, provided that no borrowing may cause the principal balance of the Starcraft Revolver to exceed the Maximum Starcraft Revolver Availability or may result in an Event of Default or an Unmatured Event of Default. Each Advance under the Starcraft Revolver shall be conditioned upon receipt by the Bank from Starcraft of an Application for Starcraft Revolver Advance, a Borrowing Base Certificate and an Officer's Certificate, provided that the Bank may, at its discretion, make a disbursement upon the oral request of Starcraft made by an Authorized Officer, or upon a request transmitted to the Bank 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 Bank may rely on any informal request which shall have been received by it in good faith from an individual reasonably believed to be an Authorized Officer. Each informal request shall be promptly confirmed by a duly executed Application for Starcraft Revolver Advance, Borrowing Base Certificate (if the Borrowing Base Certificate most recently submitted reports a Borrowing Base which is greater than would be reported on the date of the Application) and Officer's Certificate if the Bank so requires and shall in and of itself constitute the representation of Starcraft that no Event of Default or Unmatured Event of Default has occurred and is continuing or would result from the making of the requested Advance and that the making of the requested Advance shall not cause the principal balance of the Starcraft Revolver to exceed the Maximum Starcraft Revolver Commitment or the Maximum Starcraft Revolver Availability at the date such Advance is made. All borrowings and reborrowings and all payments shall be in amounts of not less than Fifty Thousand Dollars ($50,000), except for repayment of the entire principal balance of the Starcraft Revolver. Upon receipt of a Request an Application for Starcraft Revolver Advance, or at the Bank's discretion upon receipt of an informal request for an Advance by the Lender not later than 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior and upon compliance with any other conditions of lending stated in Section 6 of this Agreement applicable to the day of the proposed borrowing (provided, however, with respect to the proposed borrowing to be made on the Effective DateStarcraft Revolver, the Authority Bank shall only be required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lender, subject to the terms and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in an amount equal to disburse the amount of the requested borrowingAdvance to Starcraft. Notwithstanding the foregoing, in the event such Request for Advance is received All Advances by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior Bank and payments by Starcraft with respect to the day Starcraft Revolver shall be recorded by the Bank on its books and records, and the principal amount outstanding from time to time, plus interest payable thereon, shall be determined by reference to the books and records of the proposed borrowing, the Lender Bank. The Bank's books and records shall be required presumed prima facie to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered correct as to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) in accordance with written instructions provided by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct any such nonconforming Request for Advance, if, and to the extent that the Authority is entitled (without regard to the provisions of this sentence) and able to do somatters.

Method of Borrowing. (a) The Borrower shall give the Agent notice (a "Notice of Borrowing"), which shall be substantially in the form of EXHIBIT K, prior to (x) as to Base Rate Loans, 11:00 A.M. (Atlanta, Georgia time) on the Domestic Business Day of such Base Rate Borrowing, and (y) as to Euro-Dollar Loans, 11:00 A.M. (Atlanta, Georgia time), at least 3 Euro-Dollar Business Days before each Euro-Dollar Borrowing, specifying: (i) 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) whether the Loans comprising such Borrowing are to be Base Rate Loans or Euro-Dollar Loans, (iv) whether the Loans comprising such Borrowing are to be Revolving Loans, and (v) in the case of a Euro-Dollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (b) Upon receipt of a Request for Advance Notice of Borrowing, the Agent shall promptly notify each Lender of the contents thereof and of such Lender's ratable share of such Borrowing, unless it is advanced as a Settlement Loan Borrowing, and such Notice of Borrowing, once received by the Lender Agent, shall not thereafter be revocable by the Borrower. (c) Not later than 11:00 a.m. New York time 3:00 P.M. (Atlanta, Georgia time) on the date of each Borrowing, each Lender shall (except as provided in paragraph (d) of this SECTION) make available its ratable share of such Borrowing, in Federal or other funds immediately available in Atlanta, Georgia, to the Agent at its address determined pursuant to SECTION 10.01. Unless the Agent determines that any applicable condition specified in ARTICLE 9 has not been satisfied, the Agent will promptly make the funds so received from the Lenders available to the Borrower at the Agent's aforesaid address. Unless the Agent receives notice from a Lender, at the Agent's address referred to in or specified pursuant to SECTION 10.01, no later than 4:00 P.M. (local time at such address) on the Domestic Business Day before the date of a Borrowing stating that such Lender will not make a Loan in connection with such Borrowing, the Agent shall be entitled to assume that such Lender will make a Loan in connection with such Borrowing and, in reliance on such assumption, the Agent may (but shall not be obligated to) make available such Lender's ratable share of such Borrowing to the Borrower for the account of such Lender. If the Agent makes such Lender's ratable share available to the Borrower and such Lender does not in fact make its ratable share of such Borrowing available on such date, the Agent shall be entitled to recover such Lender's ratable share from such Lender or the Borrower (and for such purpose shall be entitled to charge such amount to any account of the Borrower maintained with the Agent), together with interest thereon for each day during the period from the date of such Borrowing until such sum shall be paid in full at a rate per annum equal to the rate at which the Agent determines that it obtained (or could have obtained) overnight Federal funds to cover such amount for each such day during such period, provided that (i) any such payment by the Borrower of such Lender's ratable share and interest thereon shall be without prejudice to any rights that the Borrower may have against such Lender and (ii) until such Lender has paid its ratable share of such Borrowing, together with interest pursuant to the foregoing, it will have no interest in or rights with respect to such Borrowing for any purpose hereunder. If the Agent does not exercise its option to advance funds for the account of such Lender, it shall forthwith notify the Borrower of such decision. (d) If any Lender makes a new Loan hereunder on a day on which the Borrower is three New York Banking Days immediately to repay all or any part of an outstanding Loan from such Lender, such Lender shall apply the proceeds of its new Loan to make such repayment as a Refunding Loan and only an amount equal to the difference (if any) between the amount being borrowed and the amount of such Refunding Loan shall be made available by such Lender to the Agent as provided in paragraph (c) of this SECTION, or remitted by the Borrower to the Agent as provided in SECTION 2.11, as the case may be. (e) Notwithstanding anything to the contrary contained in this Agreement, the Lenders shall not be obligated to make any Euro-Dollar Loans if there shall have occurred a Default or an Event of Default, which Default or Event of Default shall not have been cured or waived, and all Refunding Loans shall be made as Base Rate Loans (but shall bear interest at the Default Rate, if applicable). Nothing in the preceding sentence shall obligate, or be deemed to obligate, any of the Lenders to make any Loans at all during the existence of an Event of Default, other than (I) Refunding Loans in the event that the Obligations have not been accelerated pursuant to SECTION 6.01, and (ii) advances on any Settlement Date of a Lender's Commitment Percentage of Settlement Loans or Overadvance Loans made prior to the day termination of the proposed borrowing Commitments pursuant to SECTION 6.01. (providedf) In the event that a Notice of Borrowing fails to specify whether the Loans comprising such Borrowing are to be Base Rate Loans or Euro-Dollar Loans, howeversuch Loans shall be made as Base Rate Loans. If the Borrower is otherwise entitled under this Agreement to repay any Loans maturing at the end of an Interest Period applicable thereto with the proceeds of a new Borrowing, and the Borrower fails to repay such Loans using its own moneys and fails to give a Notice of Borrowing in connection with respect to the proposed borrowing such new Borrowing, a new Borrowing shall be deemed to be made on the Effective Date, the Authority shall only be required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lender, subject to the terms and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on date such day of the proposed borrowing for the account of the Authority Revolving Loans mature in an amount equal to the principal amount of the requested borrowing. Loans so maturing, and the Loans comprising such new Borrowing shall be Base Rate Loans. (g) Notwithstanding the foregoing, in the event such Request for Advance is received by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior anything to the day of the proposed borrowingcontrary contained herein, the Lender there shall not be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or emore than 5 Euro-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) in accordance with written instructions provided by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct Dollar Borrowings outstanding at any such nonconforming Request for Advance, if, and to the extent that the Authority is entitled (without regard to the provisions of this sentence) and able to do sogiven time.

Method of Borrowing. The obligation of the Company to repay the Temporary Overline shall be evidenced by a promissory note (ithe "Temporary Overline Note") of the Company in the form of Exhibit "A" attached to the Third Amendment. So long as no Event of Default or Unmatured Event of Default shall have occurred and be continuing and until the Temporary Overline Maturity Date, the Company may borrow, repay and reborrow under the Temporary Overline Note on any Banking Day; provided, that no borrowing may cause the principal balance of the Temporary Overline to exceed the lesser of the Temporary Overline Commitment or the Borrowing Base or may result in an Event of Default or an Unmatured Event of Default, and provided further, that the Company may receive the proceeds of only one Advance per Banking Day. Each Advance of the Temporary Overline shall be conditioned upon receipt by the Bank from the Company of a Borrowing Base Certificate completed as of the date of the request. The Bank shall make a disbursement upon the oral request of the Company made by an Authorized Officer, or upon a request transmitted to the Bank 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 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. Upon making each Informal Request, the Company shall promptly deliver to the Bank a Borrowing Base Certificate completed as of the date of such Informal Request, and shall in and of itself constitute the representation of the Company that no Event of Default or Unmatured Event of Default has occurred and is continuing or would result from the making of the requested Advance, and that the making of the requested Advance shall not cause the principal balance of the Temporary Overline to exceed the lesser of the Temporary Overline Commitment or the Borrowing Base. All borrowings and reborrowings and all repayments shall be in amounts of not less than Ten Thousand Dollars ($10,000.00). Upon receipt of a Request request for Advance by the Lender not later than 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing (providedan Advance, howevera Borrowing Base Certificate, and upon compliance with respect to the proposed borrowing to be made on the Effective Date, the Authority shall only be required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lender, subject to the terms and any other conditions of this AgreementAgreement applicable to the Temporary Overline, the Bank shall be required to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in an amount equal to disburse the amount of the requested borrowingAdvance to the Company. Notwithstanding the foregoing, in the event such Request for Advance is received All Advances by the Lender after 11:00 a.m. New York Bank and payments by the Company shall be recorded by the Bank on its books and records, and the principal amount outstanding from time on the Business Day which is three New York Banking Days immediately prior to time, plus interest payable thereon, shall be determined by reference to the day books and records of the proposed borrowing, the Lender Bank. The Bank's books and records shall be required presumed prima facie to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered correct as to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) in accordance with written instructions provided by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct any such nonconforming Request for Advance, if, and to the extent that the Authority is entitled (without regard to the provisions of this sentence) and able to do somatters.

Method of Borrowing. (a) The Borrower shall give the Agent notice (a "Notice of Borrowing"), which shall be substantially in the form of Exhibit D-1, prior to 12:00 P.M. (Noon) on the same day for a Base Rate Borrowing, prior to 12:00 P.M. (Noon) at least two (2) Business Days prior to each Euro_Dollar Borrowing, and prior to 10:30 A.M. at least three (3) Business Days prior to each Offshore Borrowing, specifying: (i) the date of such Borrowing, which shall be a Business Day, (ii) the Dollar Equivalent Amount of the aggregate principal amount of such Borrowing, (iii) whether the Syndicated Loans comprising such Borrowing are to be Base Rate Loans, Euro_Dollar Loans or Offshore Loans, (iv) in the case of a Euro_Dollar Borrowing or an Offshore Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, and (v) in the case of an Offshore Borrowing, the Offshore Currency of such Borrowing. (b) Upon receipt of a Request for Advance 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 Lender Borrower. (c) At approximately 11:00 A.M. two (2) Business Days preceding the date specified for each Offshore Loan, the Agent shall determine the Advance Date Exchange Rate and the applicable Adjusted Offshore Interbank Offered Rate. Not later than 11:45 A.M. two (2) Business Days preceding the date specified for each Offshore Loan, the Agent shall provide the Borrower and each Bank notice by telefacsimile transmission of the Advance Date Exchange Rate applicable to such Offshore Loan, and the applicable Alternate Currency Equivalent Amount and Dollar Equivalent Amount of such Offshore Loan and the applicable Adjusted Offshore Interbank Offered Rate. (d) 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 or the Dollar Equivalent Amount (as of two (2) Business Days prior to the date of such Loan) of the applicable Offshore Currency immediately available in Charlotte, North Carolina, 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 11:00 a.m. New York time 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, (i) in the case of a Base Rate Borrowing, no later than 1:30 P.M. on the same day as such Base Rate Borrowing and (ii) in the case of any other type of Syndicated Borrowing, no later than 4:00 P.M. on the Business Day which is three New York Banking Days immediately prior before the date of a Syndicated Borrowing, stating that such Bank will not make a Loan in connection with such Syndicated Borrowing, the Agent shall, in relation to the day 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 such Bank's ratable share of a Borrowing available to the Borrower, the Agent shall promptly notify (which notice may be telephonic) the Borrower of the proposed borrowing identity of the Bank for whom such funds were advanced and the amount of such advance. The Agent shall promptly notify (provided, however, which notice may be telephonic) the Borrower of the details of any notice received from any Bank stating that any such Bank does not intend to make its ratable share of funds available in connection with respect any relevant Borrowing. If the Agent makes such Bank's ratable share available to the proposed borrowing 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 Borrower maintained with the Agent upon prior notice to the Borrower), 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. (e) If any Bank makes a new Syndicated Loan hereunder (or if the Swing Line Lender makes a Swing Line Loan under Section 2.14) 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 (or, in the case of the Swing Line Lender, Swing Line Loan) to make such repayment as a Refunding Loan and only an amount equal to the difference (if any) between the amount being borrowed and the amount of such Refunding Loan shall be made available by such Bank to the Agent as provided in paragraph (d) of this Section (or, in the case of a Swing Line Loan, by the Swing Line Lender pursuant to Section 2.14), or remitted by the Borrower to the Agent as provided in Section 2.12, as the case may be. (f) Notwithstanding anything to the contrary contained in this Agreement, including, without limitation Section 2.01 and Section 2.03, 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. (g) 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, Euro_Dollar Loans or Offshore Loans, such Syndicated Loans shall be made as Base Rate Loans in Dollars. 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 of a new Syndicated Borrowing, and the Borrower fails to repay such Syndicated Loans using its own moneys and fails to give a Notice of Borrowing in connection with such new Syndicated Borrowing, a new Syndicated Borrowing shall be deemed to be made on the Effective Date, the Authority shall only be required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lender, subject to the terms and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on date such day of the proposed borrowing for the account of the Authority Syndicated Loans mature in an amount equal to the Dollar Equivalent Amount of the principal amount of the requested borrowing. Notwithstanding the foregoing, Syndicated Loans so maturing and in the event same currencies as the Syndicated Loans so maturing, and the Syndicated Loans comprising such Request for Advance is received by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior new Syndicated Borrowing shall be Base Rate Loans. (h) Notwithstanding anything to the day of the proposed borrowingcontrary contained herein, the Lender including, without limitation Section 2.01 and Section 2.03, there shall not be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission more than ten (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format10) or other replicating image attached to the e-mail message)Euro_Dollar Loans, with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) in accordance with written instructions provided by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct Offshore Loans and/or Money Market Loans outstanding at any such nonconforming Request for Advance, if, and to the extent that the Authority is entitled (without regard to the provisions of this sentence) and able to do sogiven time.

Method of Borrowing. (a) Each Borrowing shall be made on a Business Day, upon notice from the Borrower to the Administrative Agent, given (i) Upon receipt in the case of a Request for Advance by Borrowing that is a Base Rate Loan, not later than 1:00 P.M. on the Lender date of the proposed Borrowing and (ii) in the case of a Borrowing that is a SOFR Loan, not later than 11:00 a.m. New York time A.M. on the third U.S. Government Securities Business Day which is three New York Banking Days immediately prior to the day date of the proposed borrowing Borrowing. Each such notice of a Borrowing (provideda “Notice of Borrowing”) by the Borrower shall be in substantially the form of Exhibit A, howeverspecifying therein the requested (A) date of such Borrowing, (B) Type of Loan to be made in connection with such Borrowing, (C) aggregate amount of such Borrowing and (D) in the case of a Borrowing comprising SOFR Loans, initial Interest Period for each such Loan. 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 pursuant thereto. Each Lender shall, before 1:00 P.M. on the date of such Borrowing (or 3:00 P.M. on the date of such Borrowing with respect to the proposed borrowing to be made on the Effective DateBase Rate Loans), the Authority shall only be required to provide the Lender the Request for Advance two New York Banking Days prior make available to the Effective Date), the Lender, subject to the terms and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing Administrative Agent for the account of the Authority Borrower in same day funds, the proceeds of such Borrowing. Such Borrowing will then be made available to the Borrower by the Administrative Agent by crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in 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 be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to comprise SOFR Loans, the Borrower shall indemnify the applicable Lender against any loss, cost or expense incurred by such Lender as a result of any failure of the Borrower to fulfill on or before the date specified in such Notice of Borrowing for such Loans, the applicable conditions set forth in Article III, including any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by such Lender as part of such Borrowing when such Loan is not made on such date. (c) Each Borrowing (whether for a Base Rate Loan or a SOFR Loan) shall be in an aggregate principal amount equal to of $5,000,000 or any multiple of $1,000,000 in excess thereof (except that any such Borrowing may be in the aggregate amount of the requested borrowing. Notwithstanding the foregoing, in the event unutilized Commitment on such Request for Advance is received by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail messagedate), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) in accordance with written instructions provided by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct any such nonconforming Request for Advance, if, and to the extent that the Authority is entitled (without regard to the provisions of this sentence) and able to do so.

Method of Borrowing. (a) The initial Borrowing shall be made on a Business Day, or in the case of such Borrowing which is a LIBOR Rate Loan, on a LIBOR Business Day, upon notice from the Borrower to the Agent, given (i) Upon receipt in the case of a Request for Advance by the Lender such Borrowing which is an Alternate Base Rate Loan, not later than 11:00 a.m. (New York, New York time time) on the Business Day of the proposed Borrowing and (ii) in the case of such Borrowing which is three a LIBOR Rate Loan, not later than 1:00 p.m. (New York, New York Banking Days immediately time) on the second LIBOR Business Day prior to the day date of the proposed borrowing Borrowing. Each such notice of Borrowing (provideda “Notice of Borrowing”) by the Borrower shall be in substantially the form of Exhibit D-1 hereto, howeverspecifying therein the requested (A) date of such Borrowing (the “Delayed Draw Date”), with respect to the proposed borrowing (B) Type of Loan to be made on in connection with such Borrowing, (C) aggregate amount of such Borrowing and (D) in the Effective Datecase of a Borrowing comprising a LIBOR Rate Loan, the Authority initial Interest Period for each such Loan. The Agent shall only be required give notice to provide the each Lender the Request for Advance two New York Banking Days prior promptly upon receipt of each Notice of Borrowing pursuant to the Effective Datethis Section 2.02(a), the contents thereof and each such Lender’s share of any Borrowing to be made pursuant thereto. Each Lender shall, subject before 1:00 p.m. (New York, New York time) on the date of such Borrowing, make available to the terms and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing Agent for the account of the Authority Borrower in an amount equal same day funds, the proceeds of such Borrowing (in Dollars). Such Borrowing will then be made available to the amount Borrower by the Agent by crediting the account of the requested borrowing. Notwithstanding Borrower on the foregoing, books of the Agent with the aggregate of the amounts made available to the Agent by the Lenders and in the event such Request for Advance is like funds as received by the Lender after 11:00 a.m. New York time on Agent. The Borrower hereby irrevocably authorizes the Business Day which is three New York Banking Days immediately prior Agent to disburse the day proceeds of the proposed borrowing, the Lender shall be required each borrowing requested pursuant to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to this Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of in immediately available funds by crediting or wiring such proceeds to the Trustee (on behalf deposit account of the AuthorityBorrower identified in the most recent notice substantially in the form attached as Exhibit F (a “Notice of Account Designation”) in accordance with written instructions provided delivered by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform Borrower to the terms Agent or as may be otherwise agreed upon by the Borrower and conditions hereof, then the Lender shall use its best efforts Agent from time to give notice time. Subject to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct any such nonconforming Request for Advance, if, and to the extent that the Authority is entitled (without regard to the provisions of this sentence) and able to do so.Section

Method of Borrowing. (a) To request an Advance hereunder, the Company shall (i) Upon receipt give notification, by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of a the Advance Request for 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 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 Lender Advance Request Confirmation shall have been made prior to the Advance Notice, by facsimile or email), not later than 11:00 a.m. 4:45 p.m. (New York time City time) on any Business Day, (A) a notice to the Administrative Agent of such request for Revolving Loans or Swingline Loans in substantially the form of Exhibit I attached hereto (an “Advance Request”), which Advance Request shall be delivered to the Investment Bank Loan Operations – North America department of the Administrative Agent and shall specify whether the requested Loans are being designated as Settlement Loans or as GFX 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 (B) a notice to the Collateral Agent in substantially the form of Exhibit J attached hereto detailing the Collateral pledged by the Company to secure the requested Loans (a “Collateral Notice”), which Collateral Notice shall be delivered to the Investment Bank Loan Operations – North America and Treasury & Securities Services – Wall Street Support departments of the Collateral Agent, 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 Revolving Loans, the Company may also make an Advance Request in respect of Swingline Loans. An Advance Request in respect of Swingline Loans shall specify the Swingline Banks being requested to make Swingline Loans and the respective amounts thereof and, if such Swingline Loans are being requested on the same day as any Revolving Loans, whether such Swingline Loans are to cover for any Revolving Loans not made available to the Administrative Agent in a timely manner (any such Swingline Loan, a “Covering Swingline Loan”) or are simply being requested in addition to such Revolving Loans. If any Swingline Loans being requested are Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the 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 Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Swingline Loans by any Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Revolving Loans ratably in proportion to the amount of, its Commitment. (b) Immediately following the earlier of an Advance Request Confirmation or the delivery of an Advance Request in accordance with Section 3.1(a), the Administrative Agent shall 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 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 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 in immediately available funds the requested Advance (or, if such Collateral Pool is not then sufficient to collateralize the requested Advance as required hereby, the portion thereof that is so collateralized by such Collateral 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 which is three New York Banking Days immediately prior to the day of the proposed borrowing such notice (providedincluding, howeverwithout 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 proposed borrowing Clearing Fund Collateral Pool); upon the posting of such additional Collateral to be made on the Effective Dateapplicable Collateral Pool, the Authority Administrative Agent shall only be required to provide the Lender the Request for Advance two New York Banking Days prior make available to the Effective Date), the Lender, subject to the terms and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in an amount equal to the Company a corresponding amount of the requested borrowing. Notwithstanding the foregoing, in the event such Request for Advance is received funds deposited by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) Banks in accordance with written instructions 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 Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform Banks to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not Banks ratably in accordance with the terms 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 conditions hereof 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 stating (ii) the reasons thereforproceeds 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. The Authority may attempt Any Covering Swingline Loans made available to correct 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 nonconforming Request for Advance, if, 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 extent that Company shall earn interest, payable by the Authority is entitled (without regard to the provisions of this sentence) and able to do soCompany, in accordance with Section 3.3.

Method of Borrowing. (ia) Upon receipt Whenever Borrower desires to request an Advance hereunder, an Authorized Officer shall deliver to Lender written notice of a Request for such proposed Advance by the Lender not later than 11:00 a.m. New York time (an "Advance Request"), each such notice to be given prior to 12:00 noon (Orlando time) on the Business Day date of such proposed Advance. An Advance Request, among other things, shall specify the amount of the Advance being requested (if the Advance Request is made via MBMS Net, as defined below, or other 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 is three New York Banking Days immediately determination shall be binding upon Borrower absent manifest error), the specific Eligible Mortgage Loans that support the Advance and the Type of Advance. Each Advance Request shall be irrevocable and shall be in the form of Exhibit 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 (a "Confirmation of Electronic -------------------------- Advance Request"), such confirmation to be given prior to 12:00 noon (Orlando --------------- time) on the day Banking Day immediately succeeding the date of such electronic transmission and to be in the proposed borrowing (form of Exhibit B-2; provided, however, Lender may ----------- -------- ------- change the form of Advance Request from time to 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 Required Documents referenced in Section 4.3 and, if requested by Lender at any time, all of the Additional Required Documents referenced in said Section. (b) 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 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 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. (c) 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 Request and that no Potential Default or Event of Default has occurred and is continuing. (e) Further, by delivering an Advance Request to Lender in accordance with subsection (a) above, Borrower shall be deemed to represent and warrant to Lender at and as of the date of such Advance Request that with respect to the proposed borrowing to be made on the Effective Datesuch Mortgage Loan, the Authority shall only be required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lender, subject to the terms and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on such day each of the proposed borrowing for statements set forth in the account definition of Eligible Conforming Mortgage Loan, Eligible Wet Mortgage Loan, Eligible Gestation Mortgage Loan or Eligible Repurchased Mortgage Loan. as the Authority case may be, is true and correct. (f) Lender reserves the right in an amount equal its discretion to review and reduce the Advance Rate Amount any time with respect to any particular Advance, to require additional Collateral or to require payment by Borrower to reduce the outstanding principal amount of the requested borrowing. Notwithstanding the foregoing, Obligations in the event such Request for Advance is received by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day sale or collateralization of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original any Mortgage Loan is not a condition to consummated on or before the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, date of sale recited in the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) in accordance with written instructions provided by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct any such nonconforming Request for Advance, if, and to the extent that the Authority is entitled (without regard to the provisions of this sentence) and able to do soapplicable Investor Commitment.

Method of Borrowing. (A) With respect to each borrowing of Loans made pursuant to Section 2.1 hereof, the Borrower shall give the Agent notice (a "Notice of Borrowing") not later than 10:30 a.m. (New York City time) on the same date of each borrowing of Base Rate Loans, at least one Domestic Business Day before each borrowing of CD Loans, or at least three Euro-Dollar Business Days before each borrowing of Euro-Dollar Loans, specifying: (i) the date of such Loans, which shall be a Domestic Business Day in the case of Domestic Loans and a Euro-Dollar Business Day in the case of Euro-Dollar Loans; (ii) the principal amount of such borrowings of Loans; (iii) whether such Loans are to be Base Rate Loans, CD Loans or Euro-Dollar Loans; and (iv) in the case of Fixed Rate Loans, the duration of the Interest Period applicable thereto, subject to the definition of Interest Period. (B) Upon receipt of a Request for Advance Notice of Borrowing, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share of the Loan specified therein and such Notice of Borrowing shall not thereafter be revocable by the Lender not Borrower. (C) Not later than 11:00 a.m. noon (New York time City time) on the Business Day which is three date of each borrowing of Loans, each Bank shall (except as provided in Section 2.3(D)) make available its ratable share of such borrowing, in Federal or other funds immediately available in New York Banking Days immediately prior City, to the day of Agent at its address set forth on the proposed borrowing (provided, however, with respect signature pages hereof or at such other address as it may hereafter designate by notice to the proposed borrowing to be made on Borrower and the Effective DateBanks and, unless the Agent determines that any applicable condition specified in Section 4 has not been satisfied, the Authority shall only be required to provide Agent will promptly make the Lender funds so received from the Request for Advance two New York Banking Days prior Banks available to the Effective Date)Borrower at the Agent's aforesaid address. (D) If any Bank makes a new Loan hereunder on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the Lender, subject to the terms and conditions proceeds of this Agreement, shall be required its new Loan to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in repayment and only an amount equal to the difference (if any) between the amount of being borrowed and the requested borrowing. Notwithstanding the foregoing, in the event such Request for Advance is received by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance amount being repaid shall be made available by such Bank to the Agent as provided in Section 2.3(C), or remitted by the Lender by wire transfer of immediately available funds Borrower to the Trustee (on behalf of Agent as provided in Section 2.11, as the Authority) in accordance with written instructions provided by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority case may attempt to correct any such nonconforming Request for Advance, if, and to the extent that the Authority is entitled (without regard to the provisions of this sentence) and able to do sobe.

Method of Borrowing. (a) On each Borrowing Date for Revolving Loans, each applicable Lender shall make available its Loan (i) Upon receipt of a Request for Advance by the Lender if such Loan is denominated in Dollars, not later than 11:00 a.m. 2:00 p.m. (New York time on time) in federal or other funds immediately available to the Business Day which is three Administrative Agent, in New York Banking Days immediately prior at its address specified in or pursuant to Article XIV and (ii) if such Loan is denominated in an Agreed Currency other than Dollars, not later than noon, local time, in the city of the Administrative Agent’s Lending Installation for such currency, 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 day of applicable Borrower at the proposed borrowing (provided, however, with respect to the proposed borrowing to be made on the Effective Date, the Authority shall only be required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lender, subject to the terms and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in an amount equal to the amount of the requested borrowingAdministrative Agent’s aforesaid address. Notwithstanding the foregoingforegoing provisions of this Section 2.13, in the event such Request for Advance is received by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Lender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf of the Authority) in accordance with written instructions provided by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct any such nonconforming Request for Advance, if, and to the extent that a Revolving Loan made by a Revolving Lender matures on the Authority Borrowing Date of a requested Revolving Loan in the same currency, such Revolving Lender shall apply the proceeds of the Revolving Loan it is entitled (without regard then making to the provisions repayment of this sentenceprincipal of the maturing Revolving Loan. (b) and able Each Appropriate Foreign Currency Swing Lender shall, upon fulfillment of the applicable conditions set forth in Article IV (which fulfillment each Appropriate Foreign Currency Swing Lender may assume in the absence of prior written notice from the applicable Borrower, the Administrative Agent or the Required Lenders to do sothe contrary), make any requested Foreign Currency Swing Loan available on the requested Borrowing Date in same day funds available to such Borrower in the Appropriate Foreign Currency in the amount requested by such Borrower at such Appropriate Foreign Currency Swing Lender’s Lending Installation. (c) The Euro Swing Lender shall, upon fulfillment of the applicable conditions set forth in Article IV (which fulfillment the Euro Swing Lender may assume in the absence of prior written notice from the applicable Borrower, the Administrative Agent or the Required Lenders to the contrary), make any requested Euro Swing Loan available on the requested Borrowing Date in same day funds available to such Borrower in Euros in the amount requested by such Borrower at the Euro Swing Lender’s Lending Installation. 30 Five-Year Revolving Credit Agreement (d) 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 applicable Borrower, the Administrative Agent or the Required Lenders to the contrary), make its share of any requested U.S. Swing Loan available on the requested Borrowing Date, in funds immediately available in New York, to the Administrative Agent at its Lending Installation. The Administrative Agent will promptly make the funds so received from each U.S. Swing Lender available to such Borrower on the Borrowing Date at the Administrative Agent’s aforesaid address.

Method of Borrowing. (a) In order to request any Borrowing hereunder, any Borrower shall hand deliver, telex or telecopy to Administrative Agent a duly completed Request for Borrowing (herein so called) (i) prior to 11:00 a.m. (Boston, Massachusetts time) on the Borrowing Date specified for a proposed Adjusted Base Rate Borrowing, and (ii) prior to 1:00 p.m. (Boston, Massachusetts time) at least three (3) Eurodollar Business Days before the Borrowing Date of a proposed Eurodollar Borrowing. Each such Request for Borrowing shall be substantially in the form of Exhibit G hereto, shall be binding upon each Borrower, and shall specify: (i) whether such Borrowing is to be an Adjusted Base Rate Borrowing or a Eurodollar Borrowing; (ii) the Borrowing Date of such Borrowing, which shall be a Domestic Business Day in the case of an Adjusted Base Rate Borrowing, or a Eurodollar Business Day in the case of a Eurodollar Borrowing; (iii) the aggregate amount of such Borrowing; and (iv) in the case of a Eurodollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (b) Upon receipt of a Request for Advance by the Lender not later than 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day Borrowing, Administrative Agent shall promptly notify each Bank of the proposed borrowing (provided, however, with respect to the proposed borrowing to be made on the Effective Date, the Authority shall only be required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lender, subject to the terms contents thereof and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in an amount equal to the amount of the requested borrowing. Notwithstanding the foregoingBorrowing to be loaned by such Bank pursuant thereto, in the event and such Request for Advance is received Borrowing shall not thereafter be revocable by the Lender after 11:00 a.m. New York time Borrowers. (c) Not later than 1:00 p.m. (Boston, Massachusetts time) on the Business Day which is three New York Banking Days date of each Borrowing, each Bank shall make available its Commitment Percentage of such Borrowing, in Federal or other funds immediately prior available in Boston, Massachusetts, to the day of the proposed borrowing, the Lender shall be required to make the related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative Administrative Agent at its address set forth on Schedule 1 hereto. Unless Administrative Agent determines that any applicable condition specified in Section 7.2 has not been satisfied, Administrative Agent will make the Authorized Representative Certificate and may be delivered funds so received from Banks available to the Lender Borrowers at Administrative Agent's aforesaid address by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of depositing such original is not a condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the Lender shall determine the initial SIFMA Index Rate for each Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (on behalf joint account of the Authority) in accordance with written instructions provided Borrowers at Administrative Agent designated by the Authority. If, after examination, the Lender shall have determined that a Request Borrowers for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct any such nonconforming Request for Advance, if, and to the extent that the Authority is entitled (without regard to the provisions of this sentence) and able to do sopurpose.