Common use of Loan Procedures Clause in Contracts

Loan Procedures. (a) Except for Same Day Loans funded under Section 2.2(b), the Company shall give written notice or telephonic notice (followed immediately by written confirmation thereof) to the Agent of each proposed borrowing not later than 10:00 A.M., Detroit time, at least one Business Days prior to the proposed date of such borrowing. Each such notice shall be effective upon receipt by the Agent, shall be irrevocable and shall specify the date and amount of the proposed borrowing. Within one Business Day after receipt of such notice, the Agent shall advise each Lender thereof. Not later than 1:00 P.M., Detroit time, on the date of a proposed borrowing, each Lender shall provide the Agent at the office specified by the Agent with immediately available funds covering such ▇▇▇▇▇▇’s Pro Rata Share of such borrowing and, so long as the Agent has not received written notice that the conditions precedent set forth in Section 10 with respect to such borrowing have not been satisfied, the Agent shall pay over the funds received by the Agent to the Company on the requested borrowing date. Each borrowing shall be on a Business Day. (b) In addition to borrowings under Section 2.2(a), the Company may give written or electronic notice or telephonic notice (followed immediately by written or electronic confirmation thereof) to the Agent of a proposed Same Day Loan not later than 11:00 A.M., Detroit time, on any Business Day that the Company has not made (and will not make) a Same Day Prepayment. Each such notice shall be effective upon receipt by the Agent, shall be irrevocable, shall specify the amount of the proposed Same Day Loan, which amount may not exceed Thirty Million and 00/100 Dollars ($30,000,000.00) for any particular Business Day and shall specify whether such proposed Same Day Loan is to be a Revolving Loan. By 11:30 A.M., Detroit time, on the Business Day that the Agent receives a notice of a proposed Same Day Loan, the Agent shall advise each Lender thereof. Not later than 3:00 P.M., Detroit time, on the Business Day that the Agent receives a notice of a proposed Same Day Loan, each Lender shall provide the Agent at the office specified by the Agent with immediately available funds covering such ▇▇▇▇▇▇’s Pro Rata Share of such Same Day Loan and, so long as the Agent has not received written notice from a Lender (before 3:00 P.M., Detroit time, on the Business Day that the Agent receives a notice of a proposed Same Day Loan) that the conditions precedent set forth in Section 10 with respect to such borrowing have not been satisfied, the Agent shall pay over the funds received by the Agent by a federal wire transfer to the Company’s bank account, which federal wire transfer must be initiated by the Agent on or before 4:00 P.M., Detroit time, on the Business Day that the Agent receives a notice of the proposed Same Day Loan. Each Same Day Loan for which the above requirements are satisfied shall be treated as being made by the Lenders (and shall be part of the Revolving Outstandings) on the Business Day that the Agent initiates the federal wire transfer, even if the Company cannot confirm the receipt of such funds until the next Business Day. Each Same Day Loan must be requested (and shall be made) on a Business Day. The Company may not request a Same Day Loan on any Business Day if the Company has notified the Agent that the Company is making a Same Day Prepayment on such Business Day. The Company may request a Same Day Loan on the same Business Day that it has previously requested a borrowing under Section 2.2(a) and/or on the same Business Day for which the Company has notified the Agent of a voluntary prepayment under Section 6.2(a) and such Same Day Loan shall be funded in addition to, separately from and without any netting for such other borrowing and/or voluntary prepayment. (c) All borrowings and repayments of Loans shall be effected in accordance with each Lender’s Pro Rata Share.

Loan Procedures. (a) Except for Same Day Loans funded under Section 2.2(b)In order to request a Borrowing, the Company Borrower --------------- shall give written notice hand deliver or telephonic notice telecopy (followed immediately or notify by written confirmation thereoftelephone and promptly confirm by hand delivery or telecopy) to the Agent the completed Borrowing Request (i) in the case of each proposed borrowing a Eurodollar Borrowing, not later than 10:00 A.M.2:00 p.m., Detroit Philadelphia time, at least one three Business Days prior to before a proposed Borrowing and (ii) in the case of a Base Rate Borrowing, not later than 11:00 a.m., Philadelphia time, on the day of a proposed date of such borrowingBorrowing. Each such Such notice shall be effective upon receipt by the Agent, shall be irrevocable and shall in each case specify (x) whether the Borrowing then being requested is to be a Eurodollar Borrowing or a Base Rate Borrowing; (y) the date of such Borrowing (which shall be a Business Day) and the amount thereof; and (z) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto. If no election as to the Type of the proposed borrowing. Within one Business Day after receipt of Borrowing is specified in any such notice, then the Agent requested Revolving Borrowing shall advise each Lender thereofbe a Base Rate Borrowing. Not later than 1:00 P.M., Detroit time, on the date of a proposed borrowing, each Lender shall provide the Agent at the office specified by the Agent with immediately available funds covering such ▇▇▇▇▇▇’s Pro Rata Share of such borrowing and, so long as the Agent has not received written notice that the conditions precedent set forth in Section 10 If no Interest Period with respect to any Eurodollar Borrowing is specified in any such borrowing notice, then the Borrower shall be deemed to have not been satisfied, the selected an Interest Period of one month's duration. The Agent shall pay over promptly advise the funds received by the Agent Lenders of any notice given pursuant to the Company on this Section 2.2 and of each Lender's portion of the requested borrowing date. Each borrowing shall be on a Business DayBorrowing. (b) In addition Subject to borrowings under Section 2.2(a2.3(a), the Company may give written or electronic notice or telephonic notice (followed immediately by written or electronic confirmation thereof) to the Agent of a proposed Same Day Loan not later than 11:00 A.M., Detroit time, on any Business Day that the Company has not made (and will not make) a Same Day Prepayment. Each such notice shall be effective upon receipt by the Agent, shall be irrevocable, shall specify the amount of the proposed Same Day Loan, which amount may not exceed Thirty Million and 00/100 Dollars ($30,000,000.00) for any particular Business Day and shall specify whether such proposed Same Day Loan is to be a Revolving Loan. By 11:30 A.M., Detroit time, on the Business Day that the Agent receives a notice of a proposed Same Day Loan, the Agent shall advise each Lender thereof. Not later than 3:00 P.M., Detroit time, on the Business Day that the Agent receives a notice of a proposed Same Day Loan, each Lender shall provide make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to the designated account of the Agent in Philadelphia, Pennsylvania, not later than 2:00 p.m., Philadelphia time, and the Agent shall by 3:00 p.m., Philadelphia time, wire transfer the amounts so received to the designated account of the Borrower or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. Unless the Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Agent such Lender's portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with this paragraph (b) and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have made such portion available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent at the office specified by interest rate applicable at the time to the Loans comprising such Borrowing. If such Lender shall repay to the Agent with immediately available funds covering such ▇▇▇▇▇▇’s Pro Rata Share corresponding amount, such amount shall constitute such Lender's Loan as part of such Same Day Loan and, so long as the Agent has not received written notice from a Lender (before 3:00 P.M., Detroit time, on the Business Day that the Agent receives a notice Borrowing for purposes of a proposed Same Day Loan) that the conditions precedent set forth in Section 10 with respect to such borrowing have not been satisfied, the Agent shall pay over the funds received by the Agent by a federal wire transfer to the Company’s bank account, which federal wire transfer must be initiated by the Agent on or before 4:00 P.M., Detroit time, on the Business Day that the Agent receives a notice of the proposed Same Day Loan. Each Same Day Loan for which the above requirements are satisfied shall be treated as being made by the Lenders (and shall be part of the Revolving Outstandings) on the Business Day that the Agent initiates the federal wire transfer, even if the Company cannot confirm the receipt of such funds until the next Business Day. Each Same Day Loan must be requested (and shall be made) on a Business Day. The Company may not request a Same Day Loan on any Business Day if the Company has notified the Agent that the Company is making a Same Day Prepayment on such Business Day. The Company may request a Same Day Loan on the same Business Day that it has previously requested a borrowing under Section 2.2(a) and/or on the same Business Day for which the Company has notified the Agent of a voluntary prepayment under Section 6.2(a) and such Same Day Loan shall be funded in addition to, separately from and without any netting for such other borrowing and/or voluntary prepaymentthis Agreement. (c) All borrowings and repayments of Loans shall be effected in accordance with each Lender’s Pro Rata Share.

Loan Procedures. (a) Except for Same Day Loans funded under Section 2.2(b), the Company shall give written notice or telephonic notice (followed immediately by written confirmation thereof) to the Agent of each proposed borrowing not later than 10:00 A.M., Detroit time, at least one two Business Days prior to the proposed date of such borrowing. Each such notice shall be effective upon receipt by the Agent, shall be irrevocable and shall specify the date and amount of the proposed borrowing. Within one Business Day after receipt of such notice, the Agent shall advise each Lender thereof. Not later than 1:00 P.M., Detroit time, on the date of a proposed borrowing, each Lender shall provide the Agent at the office specified by the Agent with immediately available funds covering such ▇▇▇▇▇▇Lender’s Pro Rata Share of such borrowing and, so long as the Agent has not received written notice that the conditions precedent set forth in Section 10 with respect to such borrowing have not been satisfied, the Agent shall pay over the funds received by the Agent to the Company on the requested borrowing date. Each borrowing shall be on a Business Day. (b) In addition to borrowings under Section 2.2(a), the Company may give written or electronic notice or telephonic notice (followed immediately by written or electronic confirmation thereof) to the Agent of a proposed Same Day Loan not later than 11:00 A.M., Detroit time, on any Business Day that the Company has not made (and will not make) a Same Day Prepayment. Each such notice shall be effective upon receipt by the Agent, shall be irrevocable, irrevocable and shall specify the amount of the proposed Same Day Loan, which amount may not exceed Thirty Fifteen Million and 00/100 Dollars ($30,000,000.0015,000,000.00) for any particular Business Day and shall specify whether such proposed Same Day Loan is to be a Revolving LoanDay. By 11:30 A.M., Detroit time, on the Business Day that the Agent receives a notice of a proposed Same Day Loan, the Agent shall advise each Lender thereof. Not later than 3:00 P.M., Detroit time, on the Business Day that the Agent receives a notice of a proposed Same Day Loan, each Lender shall provide the Agent at the office specified by the Agent with immediately available funds covering such ▇▇▇▇▇▇Lender’s Pro Rata Share of such Same Day Loan and, so long as the Agent has not received written notice from a Lender (before 3:00 P.M., Detroit time, on the Business Day that the Agent receives a notice of a proposed Same Day Loan) that the conditions precedent set forth in Section 10 with respect to such borrowing have not been satisfied, the Agent shall pay over the funds received by the Agent by a federal wire transfer to the Company’s bank account, which federal wire transfer must be initiated by the Agent on or before 4:00 P.M., Detroit time, on the Business Day that the Agent receives a notice of the proposed Same Day Loan. Each Same Day Loan for which the above requirements are satisfied shall be treated as being made by the Lenders (and shall be part of the Revolving Outstandings) on the Business Day that the Agent initiates the federal wire transfer, even if the Company cannot confirm the receipt of such funds until the next Business Day. Each Same Day Loan must be requested (and shall be made) on a Business Day. The Company may not request a Same Day Loan on any Business Day if the Company has notified the Agent that the Company is making a Same Day Prepayment on such Business Day. The Company may request a Same Day Loan on the same Business Day that it has previously requested a borrowing under Section 2.2(a) and/or on the same Business Day for which the Company has notified the Agent of a voluntary prepayment under Section 6.2(a) and such Same Day Loan shall be funded in addition to, separately from and without any netting for such other borrowing and/or voluntary prepayment. (c) All borrowings and repayments of Loans shall be effected in accordance with each Lender’s Pro Rata Share.

Loan Procedures. The Borrower may request a Loan (aand in the case of a Draft presented under clause (i) Except for Same Day Loans and a Swing Line Loan funded pursuant to the EFT System under Section 2.2(bclause (iii), the Company Borrower shall give written notice be deemed to have requested a Loan) (i) subject to Sections 2.4 through 2.7, in the case of a Draft presented by a Manufacturer or telephonic notice an Auction House to the Fronting Lender (followed immediately it being understood that the Fronting Lender may, but shall have no obligation to, accept any Draft presented by written confirmation thereofa Person not a party to any Drafting Agreement or accept any Draft presented otherwise than in accordance with the terms of a Drafting Agreement), (ii) in the case of Loans requested directly by the Borrower, only after delivery to the Agent of each a written notice of such proposed borrowing not later (or telephonic notice followed immediately by telephonic confirmation thereof) and (iii) in the case of Swing Line Loans, by following the Fronting Lender’s EFT System policies and procedures, as communicated by the Fronting Lender to the Borrower from time to time. Borrowings are subject to the following and to the remaining provisions hereof: (a) Each notice of a proposed borrowing (other than in respect of Drafts presented to the Fronting Lender and in respect of Swing Line Loans) shall set forth the following information: (i) the proposed date of such borrowing, which shall be a Business Day; and (ii) the aggregate amount of such borrowing. (b) Each such notice of borrowing (other than pursuant to the presentation of a Draft and with respect to Swing Line Loans) shall be delivered to the Agent by 10:00 A.M.a.m., Detroit time, at least one two Business Days prior to the proposed date of such borrowing. Each such Any notice shall be effective upon receipt by the Agentof borrowing received after 10:00 a.m., Detroit time, shall be irrevocable and deemed to have been delivered by 10:00 a.m., Detroit time, on the next Business Day. Each notice of borrowing shall specify the date and amount of the proposed borrowingbe irrevocable. Within one Business Day after of receipt of any such noticenotice of borrowing, the Agent shall advise notify each Lender thereofholding a Commitment in the relevant credit facility hereunder of such notice. Not later than 1:00 P.M.p.m., Detroit time, on the date of a the proposed borrowing, each such Lender shall provide the Agent at the office specified by the Agent with immediately available funds covering such ▇▇▇▇▇▇Lender’s Pro Rata Share applicable Percentage of such borrowing and, so long as the Agent has not received written notice that the conditions precedent set forth in Section 10 with respect to such borrowing have not been satisfied, the Agent shall pay over the funds received by the Agent to the Company on the requested borrowing date. Each borrowing shall be on a Business Day. (b) In addition to borrowings under Section 2.2(a), the Company may give written or electronic notice or telephonic notice (followed immediately by written or electronic confirmation thereof) to the Agent of a proposed Same Day Loan not later than 11:00 A.M., Detroit time, on any Business Day that the Company has not made (and will not make) a Same Day Prepayment. Each such notice shall be effective upon receipt by the Agent, shall be irrevocable, shall specify the amount of the proposed Same Day Loan, which amount may not exceed Thirty Million and 00/100 Dollars ($30,000,000.00) for any particular Business Day and shall specify whether such proposed Same Day Loan is to be a Revolving Loan. By 11:30 A.M., Detroit time, on the Business Day that the Agent receives a notice of a proposed Same Day Loan, the Agent shall advise each Lender thereof. Not later than 3:00 P.M., Detroit time, on the Business Day that the Agent receives a notice of a proposed Same Day Loan, each Lender shall provide the Agent at the office specified by the Agent with immediately available funds covering such ▇▇▇▇▇▇’s Pro Rata Share of such Same Day Loan and, so long as the Agent has not received written notice from a Lender (before 3:00 P.M., Detroit time, on the Business Day that the Agent receives a notice of a proposed Same Day Loan) that the conditions precedent set forth in Section 10 with respect to such borrowing have not been satisfied, the Agent shall pay over the funds received by the Agent by a federal wire transfer to the Company’s bank account, which federal wire transfer must be initiated by the Agent on or before 4:00 P.M., Detroit time, on the Business Day that the Agent receives a notice of the proposed Same Day Loan. Each Same Day Loan for which the above requirements are satisfied shall be treated as being made by the Lenders (and shall be part of the Revolving Outstandings) on the Business Day that the Agent initiates the federal wire transfer, even if the Company cannot confirm the receipt of such funds until the next Business Day. Each Same Day Loan must be requested (and shall be made) on a Business Day. The Company may not request a Same Day Loan on any Business Day if the Company has notified the Agent that the Company is making a Same Day Prepayment on such Business Day. The Company may request a Same Day Loan on the same Business Day that it has previously requested a borrowing under Section 2.2(a) and/or on the same Business Day for which the Company has notified the Agent of a voluntary prepayment under Section 6.2(a) and such Same Day Loan shall be funded in addition to, separately from and without any netting for such other borrowing and/or voluntary prepaymentborrowing. (c) Notwithstanding the foregoing, if the Fronting Lender has, at the request of the Required Lenders or acting in its discretion according to the terms hereof, taken action to suspend or terminate Drafts pursuant to a Drafting Agreement and such Drafting Agreement has in fact been suspended or terminated in accordance with its terms, then, subject to the terms of such Drafting Agreement, the Fronting Lender shall not fund any Draft under such Drafting Agreement. (d) In the case of each borrowing pursuant to the presentation of a Draft, the applicable Manufacturer or Auction House must follow the Fronting Lender’s direct Drafting procedures as established and modified from time to time. (e) All borrowings and repayments of Swing Line Loans shall be effected in accordance with each made through the EFT System pursuant to the Fronting Lender’s Pro Rata ShareEFT System policies and procedures, as communicated by the Fronting Lender to the Borrower from time to time.

Loan Procedures. (a) Except for Same Day Loans funded under Section 2.2(b), the Company shall give written notice or telephonic notice (followed immediately by written confirmation thereof) to the Agent of each proposed borrowing not later than 10:00 A.M., Detroit time, at least one Business Days prior to the proposed date of such borrowing. Each such notice shall be effective upon receipt by the Agent, shall be irrevocable and shall specify the date and amount of the proposed borrowing. Within one Business Day after receipt of such notice, the Agent shall advise each Lender thereof. Not later than 1:00 P.M., Detroit time, on the date of a proposed borrowing, each Lender shall provide the Agent at the office specified by the Agent with immediately available funds covering such ▇▇▇▇▇▇’s Pro Rata Share of such borrowing and, so long as the Agent has not received written notice that the conditions precedent set forth in Section 10 with respect to such borrowing have not been satisfied, the Agent shall pay over the funds received by the Agent to the Company on the requested borrowing date. Each borrowing shall be on a Business Day. (b) In addition to borrowings under Section 2.2(a), the Company may give written or electronic notice or telephonic notice (followed immediately by written or electronic confirmation thereof) to the Agent of a proposed Same Day Loan not later than 11:00 A.M., Detroit time, on any Business Day that the Company has not made (and will not make) a Same Day Prepayment. Each such notice shall be effective upon receipt by the Agent, shall be irrevocable, shall specify the amount of the proposed Same Day Loan, which amount may not exceed Thirty Million and 00/100 Dollars ($30,000,000.00) for any particular Business Day and shall specify whether such proposed Same Day Loan is to be a Revolving Loan. By 11:30 A.M., Detroit time, on the Business Day that the Agent receives a notice of a proposed Same Day Loan, the Agent shall advise each Lender thereof. Not later than 3:00 P.M., Detroit time, on the Business Day that the Agent receives a notice of a proposed Same Day Loan, each Lender shall provide the Agent at the office specified by the Agent with immediately available funds covering such ▇▇▇▇▇▇’s Pro Rata Share of such Same Day Loan and, so long as the Agent has not received written notice from a Lender (before 3:00 P.M., Detroit time, on the Business Day that the Agent receives a notice of a proposed Same Day Loan) that the conditions precedent set forth in Section 10 with respect to such borrowing have not been satisfied, the Agent shall pay over the funds received by the Agent by a federal wire transfer to the Company’s bank account, which federal wire transfer must be initiated by the Agent on or before 4:00 P.M., Detroit time, on the Business Day that the Agent receives a notice of the proposed Same Day Loan. Each Same Day Loan for which the above requirements are satisfied shall be treated as being made by the Lenders (and shall be part of the Revolving Outstandings) on the Business Day that the Agent initiates the federal wire transfer, even if the Company cannot confirm the receipt of such funds until the next Business Day. Each Same Day Loan must be requested (and shall be made) on a Business Day. The Company may not request a Same Day Loan on any Business Day if the Company has notified the Agent that the Company is making a Same Day Prepayment on such Business Day. The Company may request a Same Day Loan on the same Business Day that it has previously requested a borrowing under Section 2.2(a) and/or on the same Business Day for which the Company has notified the Agent of a voluntary prepayment under Section 6.2(a) and such Same Day Loan shall be funded in addition to, separately from and without any netting for such other borrowing and/or voluntary prepayment. (c) All borrowings and repayments of Loans shall be effected in accordance with each Lender’s Pro Rata Share. C\251418.▇▇▇▇▇▇▇▇▇▇ 16509377

Loan Procedures. (a) Except for Same Day Loans funded under Section 2.2(b), the The Company shall give written notice or telephonic notice (followed immediately by written confirmation thereof) to the Agent of each proposed borrowing not later than 10:00 A.M., Detroit time, at least one three Business Days prior to the proposed date of such borrowing. Each such notice shall be effective upon receipt by the Agent, shall be irrevocable irrevocable, and shall specify the date and amount of borrowing and the proposed borrowingFacility from which it is to be borrowed. Within one Business Day after of receipt of such notice, the Agent shall advise each Lender thereofholding a Commitment within the applicable Facility of such notice. Not later than 1:00 P.M., Detroit time, on the date of a proposed borrowing, each Lender holding a Commitment within the applicable Facility shall provide the Agent at the office specified by the Agent with immediately available funds covering such ▇▇▇▇▇▇’s Pro Rata Share Lender's proportionate share (based on its Percentage of the applicable Facility) of such borrowing and, so long as the Agent has not received written notice that the conditions precedent set forth in Section 10 with respect to such borrowing have not been satisfied, the Agent shall pay over the funds received by the Agent to the Company on the requested borrowing date. Each borrowing shall be on a Business Day. (b) In addition to borrowings under Section 2.2(a)All borrowings, the Company may give written or electronic notice or telephonic notice (followed immediately by written or electronic confirmation thereof) to the Agent of a proposed Same Day Loan not later than 11:00 A.M., Detroit time, on any Business Day that the Company has not made (and will not make) a Same Day Prepayment. Each such notice shall be effective upon receipt by the Agent, shall be irrevocable, shall specify the amount of the proposed Same Day Loan, which amount may not exceed Thirty Million and 00/100 Dollars ($30,000,000.00) for any particular Business Day and shall specify whether such proposed Same Day Loan is to be a Revolving Loan. By 11:30 A.M., Detroit time, on the Business Day that the Agent receives a notice of a proposed Same Day Loan, the Agent shall advise each Lender thereof. Not later than 3:00 P.M., Detroit time, on the Business Day that the Agent receives a notice of a proposed Same Day Loan, each Lender shall provide the Agent at the office specified by the Agent with immediately available funds covering such ▇▇▇▇▇▇’s Pro Rata Share of such Same Day Loan and, so long as the Agent has not received written notice from a Lender (before 3:00 P.M., Detroit time, on the Business Day that the Agent receives a notice of a proposed Same Day Loan) that the conditions precedent set forth in Section 10 with respect to such borrowing have not been satisfied, the Agent shall pay over the funds received by the Agent by a federal wire transfer to the Company’s bank account, which federal wire transfer must be initiated by the Agent on or before 4:00 P.M., Detroit time, on the Business Day that the Agent receives a notice of the proposed Same Day Loan. Each Same Day Loan for which the above requirements are satisfied shall be treated as being made by the Lenders (and shall be part of the Revolving Outstandings) on the Business Day that the Agent initiates the federal wire transfer, even if the Company cannot confirm the receipt of such funds until the next Business Day. Each Same Day Loan must be requested (and shall be made) on a Business Day. The Company may not request a Same Day Loan on any Business Day if the Company has notified the Agent that the Company is making a Same Day Prepayment on such Business Day. The Company may request a Same Day Loan on the same Business Day that it has previously requested a borrowing under Section 2.2(a) and/or on the same Business Day for which the Company has notified the Agent of a voluntary prepayment under Section 6.2(a) and such Same Day Loan shall be funded in addition to, separately from and without any netting for such other borrowing and/or voluntary prepayment. (c) All borrowings conversions and repayments of Loans and Letters of Credit in each Facility shall be effected so that each Lender holding Loans or a participation in accordance with each Lender’s Pro Rata ShareLetters of Credit in such Facility will have a pro rata share (according to its applicable Percentage) of all of Loans and Letters of Credit constituting such Facility."

Loan Procedures. (a) Except for Same Day Loans funded under Section 2.2(b), the Company shall give written notice or telephonic notice (followed immediately by written confirmation thereof) to the Agent of each proposed borrowing not later than 10:00 A.M., Detroit time, at least one two Business Days prior to the proposed date of such borrowing. Each such notice shall be effective upon receipt by the Agent, shall be irrevocable and shall specify the date and amount of the proposed borrowing. Within one Business Day after receipt of such notice, the Agent shall advise each Lender thereof. Not later than 1:00 P.M., Detroit time, on the date of a proposed borrowing, each Lender shall provide the Agent at the office specified by the Agent with immediately available funds covering such ▇▇▇▇▇▇Lender’s Pro Rata Share of such borrowing and, so long as the Agent has not received written notice that the conditions precedent set forth in Section 10 with respect to such borrowing have not been satisfied, the Agent shall pay over the funds received by the Agent to the Company on the requested borrowing date. Each borrowing shall be on a Business Day. (b) In addition to borrowings under Section 2.2(a), the Company may give written or electronic notice or telephonic notice (followed immediately by written or electronic confirmation thereof) to the Agent of a proposed Same Day Loan not later than 11:00 A.M., Detroit time, on any Business Day that the Company has not made (and will not make) a Same Day Prepayment. Each such notice shall be effective upon receipt by the Agent, shall be irrevocable, shall specify the amount of the proposed Same Day Loan, which amount may not exceed Thirty Twenty Million and 00/100 Dollars ($30,000,000.0020,000,000.00) for any particular Business Day and shall specify whether such proposed Same Day Loan is to be a Revolving Loan or an Acquisition Loan. By 11:30 A.M., Detroit time, on the Business Day that the Agent receives a notice of a proposed Same Day Loan, the Agent shall advise each Lender thereof. Not later than 3:00 P.M., Detroit time, on the Business Day that the Agent receives a notice of a proposed Same Day Loan, each Lender shall provide the Agent at the office specified by the Agent with immediately available funds covering such ▇▇▇▇▇▇Lender’s Pro Rata Share of such Same Day Loan and, so long as the Agent has not received written notice from a Lender (before 3:00 P.M., Detroit time, on the Business Day that the Agent receives a notice of a proposed Same Day Loan) that the conditions precedent set forth in Section 10 with respect to such borrowing have not been satisfied, the Agent shall pay over the funds received by the Agent by a federal wire transfer to the Company’s bank account, which federal wire transfer must be initiated by the Agent on or before 4:00 P.M., Detroit time, on the Business Day that the Agent receives a notice of the proposed Same Day Loan. Each Same Day Loan for which the above requirements are satisfied shall be treated as being made by the Lenders (and shall be part of the Revolving Outstandings or the Acquisition Outstandings, as applicable) on the Business Day that the Agent initiates the federal wire transfer, even if the Company cannot confirm the receipt of such funds until the next Business Day. Each Same Day Loan must be requested (and shall be made) on a Business Day. The Company may not request a Same Day Loan on any Business Day if the Company has notified the Agent that the Company is making a Same Day Prepayment on such Business Day. The Company may request a Same Day Loan on the same Business Day that it has previously requested a borrowing under Section 2.2(a) and/or on the same Business Day for which the Company has notified the Agent of a voluntary prepayment under Section 6.2(a) and such Same Day Loan shall be funded in addition to, separately from and without any netting for such other borrowing and/or voluntary prepayment. (c) All borrowings and repayments of Loans shall be effected in accordance with each Lender’s Pro Rata Share.

Loan Procedures. The Borrower may request a Loan (aand in the case of a Draft presented under clause (i) Except for Same Day Loans and a Swing Line Loan funded pursuant to the EFT System under Section 2.2(bclause (iii), the Company Borrower shall give written notice be deemed to have requested a Loan) (i) subject to Sections 2.4 through 2.7, in the case of a Draft presented by a Manufacturer or telephonic notice an Auction House to the Fronting Lender (followed immediately it being understood that the Fronting Lender may, but shall have no obligation to, accept any Draft presented by written confirmation thereofa Person not a party to any Drafting Agreement or accept any Draft presented otherwise than in accordance with the terms of a Drafting Agreement), (ii) in the case of Loans requested directly by the Borrower, only after delivery to the Agent of each written and oral notice of such proposed borrowing not later as required pursuant to clause (b) below and (iii) in the case of Swing Line Loans, by following the Fronting Lender's EFT System policies and procedures, as communicated by the Fronting Lender to the Borrower from time to time. Borrowings are subject to the following and to the remaining provisions hereof: (a) Each notice of a proposed borrowing (other than in respect of Drafts presented to the Fronting Lender and in respect of Swing Line Loans) shall set forth the following information: (i) the proposed date of such borrowing, which shall be a Business Day; and (ii) the aggregate amount of such borrowing. (b) Each such notice of borrowing (other than pursuant to the presentation of a Draft and with respect to Swing Line Loans) shall be given by telephonic notice to the Agent by 10:00 A.M.a.m., Detroit time, at least one Business Days Day prior to the proposed date of such borrowing. Each such notice borrowing and shall be effective upon receipt confirmed in writing (including by facsimile transmission) to the AgentAgent by 1:00 p.m. on such Business Day. Any telephonic notice of borrowing received after 10:00 a.m., Detroit time, shall be irrevocable and deemed to have been delivered by 10:00 a.m., Detroit time, on the next Business Day. Each notice of borrowing shall specify be irrevocable. On the date and amount of the proposed borrowing. Within one Business Day after of receipt of any such noticenotice of borrowing (provided that any telephonic notice received after 10:00 a.m., Detroit time, shall be deemed received on the next Business Day), the Agent shall advise notify each Lender thereofholding a Revolving Commitment of such notice. Not later than 1:00 P.M.p.m., Detroit time, on the date of a the proposed borrowing, each such Lender shall provide the Agent at the office specified by the Agent with immediately available funds covering such ▇▇▇▇▇▇’s Pro Rata Share Lender's applicable Percentage of such borrowing and, so long as the Agent has not received written notice that the conditions precedent set forth in Section 10 with respect to such borrowing have not been satisfied, the Agent shall pay over the funds received by the Agent to the Company on the requested borrowing date. Each borrowing shall be on a Business Day. (b) In addition to borrowings under Section 2.2(a), the Company may give written or electronic notice or telephonic notice (followed immediately by written or electronic confirmation thereof) to the Agent of a proposed Same Day Loan not later than 11:00 A.M., Detroit time, on any Business Day that the Company has not made (and will not make) a Same Day Prepayment. Each such notice shall be effective upon receipt by the Agent, shall be irrevocable, shall specify the amount of the proposed Same Day Loan, which amount may not exceed Thirty Million and 00/100 Dollars ($30,000,000.00) for any particular Business Day and shall specify whether such proposed Same Day Loan is to be a Revolving Loan. By 11:30 A.M., Detroit time, on the Business Day that the Agent receives a notice of a proposed Same Day Loan, the Agent shall advise each Lender thereof. Not later than 3:00 P.M., Detroit time, on the Business Day that the Agent receives a notice of a proposed Same Day Loan, each Lender shall provide the Agent at the office specified by the Agent with immediately available funds covering such ▇▇▇▇▇▇’s Pro Rata Share of such Same Day Loan and, so long as the Agent has not received written notice from a Lender (before 3:00 P.M., Detroit time, on the Business Day that the Agent receives a notice of a proposed Same Day Loan) that the conditions precedent set forth in Section 10 with respect to such borrowing have not been satisfied, the Agent shall pay over the funds received by the Agent by a federal wire transfer to the Company’s bank account, which federal wire transfer must be initiated by the Agent on or before 4:00 P.M., Detroit time, on the Business Day that the Agent receives a notice of the proposed Same Day Loan. Each Same Day Loan for which the above requirements are satisfied shall be treated as being made by the Lenders (and shall be part of the Revolving Outstandings) on the Business Day that the Agent initiates the federal wire transfer, even if the Company cannot confirm the receipt of such funds until the next Business Day. Each Same Day Loan must be requested (and shall be made) on a Business Day. The Company may not request a Same Day Loan on any Business Day if the Company has notified the Agent that the Company is making a Same Day Prepayment on such Business Day. The Company may request a Same Day Loan on the same Business Day that it has previously requested a borrowing under Section 2.2(a) and/or on the same Business Day for which the Company has notified the Agent of a voluntary prepayment under Section 6.2(a) and such Same Day Loan shall be funded in addition to, separately from and without any netting for such other borrowing and/or voluntary prepaymentborrowing. (c) Notwithstanding the foregoing, if the Fronting Lender has, at the request of the Required Lenders or acting in its discretion according to the terms hereof, taken action to suspend or terminate Drafts pursuant to a Drafting Agreement and such Drafting Agreement has in fact been suspended or terminated in accordance with its terms, then, subject to the terms of such Drafting Agreement, the Fronting Lender shall not fund any Draft under such Drafting Agreement. (d) In the case of each borrowing pursuant to the presentation of a Draft, the applicable Manufacturer or Auction House must follow the Fronting Lender's direct Drafting procedures as established and modified from time to time. (e) All borrowings and repayments of Swing Line Loans shall be effected in accordance with each made through the EFT System pursuant to the Fronting Lender’s Pro Rata Share's EFT System policies and procedures, as communicated by the Fronting Lender to the Borrower from time to time.

Loan Procedures. (a) Except for Same Day Loans funded under Section 2.2(b), the Company shall give written notice or telephonic notice (followed immediately by written confirmation thereof) to the Agent of each proposed borrowing not later than 10:00 A.M., Detroit time, at least one two Business Days prior to the proposed date of such borrowing. Each such notice shall be effective upon receipt by the Agent, shall be irrevocable and shall specify the date and amount of the proposed borrowing. Within one Business Day after receipt of such notice, the Agent shall advise each Lender thereof. Not later than 1:00 P.M., Detroit time, on the date of a proposed borrowing, each Lender shall provide the Agent at the office specified by the Agent with immediately available funds covering such ▇▇▇▇▇▇Lender’s Pro Rata Share of such borrowing and, so long as the Agent has not received written notice that the conditions precedent set forth in Section 10 with respect to such borrowing have not been satisfied, the Agent shall pay over the funds received by the Agent to the Company on the requested borrowing date. Each borrowing shall be on a Business Day. (b) In addition to borrowings under Section 2.2(a), the Company may give written or electronic notice or telephonic notice (followed immediately by written or electronic confirmation thereof) to the Agent of a proposed Same Day Loan not later than 11:00 A.M., Detroit time, on any Business Day that the Company has not made (and will not make) a Same Day Prepayment. Each such notice shall be effective upon receipt by the Agent, shall be irrevocable, irrevocable and shall specify the amount of the proposed Same Day Loan, which amount may not exceed Thirty Twenty Million and 00/100 Dollars ($30,000,000.0020,000,000.00) for any particular Business Day and shall specify whether such proposed Same Day Loan is to be a Revolving LoanDay. By 11:30 A.M., Detroit time, on the Business Day that the Agent receives a notice of a proposed Same Day Loan, the Agent shall advise each Lender thereof. Not later than 3:00 P.M., Detroit time, on the Business Day that the Agent receives a notice of a proposed Same Day Loan, each Lender shall provide the Agent at the office specified by the Agent with immediately available funds covering such ▇▇▇▇▇▇Lender’s Pro Rata Share of such Same Day Loan and, so long as the Agent has not received written notice from a Lender (before 3:00 P.M., Detroit time, on the Business Day that the Agent receives a notice of a proposed Same Day Loan) that the conditions precedent set forth in Section 10 with respect to such borrowing have not been satisfied, the Agent shall pay over the funds received by the Agent by a federal wire transfer to the Company’s bank account, which federal wire transfer must be initiated by the Agent on or before 4:00 P.M., Detroit time, on the Business Day that the Agent receives a notice of the proposed Same Day Loan. Each Same Day Loan for which the above requirements are satisfied shall be treated as being made by the Lenders (and shall be part of the Revolving Outstandings) on the Business Day that the Agent initiates the federal wire transfer, even if the Company cannot confirm the receipt of such funds until the next Business Day. Each Same Day Loan must be requested (and shall be made) on a Business Day. The Company may not request a Same Day Loan on any Business Day if the Company has notified the Agent that the Company is making a Same Day Prepayment on such Business Day. The Company may request a Same Day Loan on the same Business Day that it has previously requested a borrowing under Section 2.2(a) and/or on the same Business Day for which the Company has notified the Agent of a voluntary prepayment under Section 6.2(a) and such Same Day Loan shall be funded in addition to, separately from and without any netting for such other borrowing and/or voluntary prepayment. (c) All borrowings and repayments of Loans shall be effected in accordance with each Lender’s Pro Rata Share.