Proceeds and other cash received by the Custodian from time to time shall be deposited or credited to the respective Cash Account as designated by the Company. All amounts deposited or credited to the designated Cash Account shall be subject to clearance and receipt of final payment by the Custodian.

Cash Management Agreements and Hedge Agreements. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article IX for itself and its Affiliates as if a “Lender” party hereto.

In addition to making Swing Loans pursuant to the foregoing provisions of [Section 2.5.2], without the requirement for a specific request from the Borrowers pursuant to [Section 2.4.2], the Swing Loan Lender may make Swing Loans to the Borrowers in accordance with the provisions of the agreements among the Borrowers and such Swing Loan Lender relating to the Borrowers' deposit, sweep and other accounts at such Swing Loan Lender and related arrangements and agreements regarding the management and investment of the Borrowers' cash assets as in effect from time to time (the "Cash Management Agreements") to the extent of the daily aggregate net negative balance in the Borrowers' accounts which are subject to the provisions of the Cash Management Agreements. Swing Loans made pursuant to this [Section 2.5.6] in accordance with the provisions of the Cash Management Agreements shall # be subject to the limitations as to aggregate amount set forth in [Section 2.1.2], # not be subject to the limitations as to individual amount set forth in [Section 2.4.2], # be payable by the Borrowers, both as to principal and interest, at the rates and times set forth in the Cash Management Agreements (but in no event later than the Expiration Date), # not be made at any time after such Swing Loan Lender has received written notice of the occurrence of an Event of Default and so long as such shall continue to exist, or, unless consented to by the Required Lenders, a Potential Default and so long as such shall continue to exist, # if not repaid by the Borrowers in accordance with the provisions of the Cash Management Agreements, be subject to each Lender's obligation pursuant to [Section 2.5.5], and # except as provided in the foregoing [subsections (i) through (v)], be subject to all of the terms and conditions of this Section 2.

Swing Loans Under Cash Management Agreements. In addition to making Swing Loans pursuant to the foregoing provisions of [Section 2.6.3] [Making Swing Loans], without the requirement for a specific request from the Borrower pursuant to [Section 2.5.2] [Swing Loan Requests], PNC as the Swing Loan Lender may make Swing Loans to the Borrower in accordance with the provisions of the agreements between the Borrower and such Swing Loan Lender relating to the Borrower’s deposit, sweep and other accounts at such Swing Loan Lender and related arrangements and agreements regarding the management and investment of the Borrower’s cash assets as in effect from time to time (the “Cash Management Agreements”) to the extent of the daily aggregate net negative balance in the Borrower’s accounts which are subject to the provisions of the Cash Management Agreements. Swing Loans made pursuant to this [Section 2.6.6] [Swing Loans Under Cash Management Agreements] in accordance with the provisions of the Cash Management Agreements shall # be subject to the limitations as to aggregate amount set forth in [Section 2.1.2] [Swing Loan Commitment], # not be subject to the limitations as to individual amount set forth in [Section 2.5.2] [Swing Loan Requests], # be payable by the Borrower, both as to principal and interest, at the rates and times set forth in the Cash Management Agreements (but in no event later than the Expiration Date), # not be made at any time after such Swing Loan Lender has received written notice of the occurrence of an Event of Default and so long as such shall continue to exist, or, unless consented to by the Required Lenders, a Potential Default and so long as such shall continue to exist, # if not repaid by the Borrower in accordance with the provisions of the Cash Management Agreements, be subject to each Lender’s obligation pursuant to [Section 2.6.5] [Borrowings to Repay Swing Loans], and # except as provided in the foregoing [subsections (i) through (v)], be subject to all of the terms and conditions of this Section 2 [Revolving Credit and Swing Loan Facilities].

Cash Management Agreements and Swap Contracts. Except as otherwise expressly set forth herein or in any Guaranty or the Pledge Agreement, no Cash Management Bank or Hedge Bank that obtains the benefits of Section 9.03, any Guaranty or the Pledge Agreement by virtue of the provisions hereof or of any Guaranty or the Pledge Agreement shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral[[Company:Organization]] other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article X to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Cash Management Agreements and Swap Contracts unless the Administrative Agent has received written notice of such Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be.

In addition to making Swing Loans pursuant to the foregoing provisions of [Section 2.6.3] [Making Swing Loans], without the requirement for a specific request from the Borrower pursuant to [Section 2.5.2] [Swing Loan Requests], PNC as the Swing Loan Lender may make Swing Loans to the Borrower in accordance with the provisions of the agreements between the Borrower and such Swing Loan Lender relating to the Borrower's deposit, sweep and other accounts at such Swing Loan Lender and related arrangements and agreements regarding the management and investment of the Borrower's cash assets as in effect from time to time (the "Cash Management Agreements") to the extent of the daily aggregate net negative balance in the Borrower's accounts which are subject to the provisions of the Cash Management Agreements. Swing Loans made pursuant to this [Section 2.6.6] in accordance with the provisions of the Cash Management Agreements shall # be subject to the limitations as to aggregate amount set forth in Section 2.1.2 [Swing Loan Commitment], # not be subject to the limitations as to individual amount set forth in [Section 2.5.2] [Swing Loan Requests], # be payable by the Borrower, both as to principal and interest, at the rates and times set forth in the Cash Management Agreements (but in no event later than the Expiration Date), # not be made at any time after such Swing Loan Lender has received written notice of the occurrence of an Event of Default and so long as such shall continue to exist, or, unless consented to by the Required Lenders, a Potential Default and so long as such shall continue to exist, # if not repaid by the Borrower in accordance with the provisions of the Cash Management Agreements, be subject to each Lender's obligation pursuant to [Section 2.6.5] [Borrowings to Repay Swing Loans], and # except as provided in the foregoing [subsections (i) through (v)], be subject to all of the terms and conditions of this Section 2.

Subject to the terms of Section 5.1.4, on each Disbursement Date during a Cash Management Period, Administrative Agent, at Administrative Agent’s sole option, may (or may cause Servicer to) immediately cease disbursing Cash Flow pursuant to [Section 3.4.1] and commence allocating, disbursing and/or retaining, as applicable, Cash Flow then on deposit in the Deposit Account, determined as of the Cut‑Off Date immediately preceding such Disbursement Date, in the following order and priority:

Subject to the terms of Section 5.1.4, on each Disbursement Date following the first occurrence of a Cash Management Event and during any Non-Cash Management Period, Administrative Agent shall (or shall cause Servicer to) allocate, disburse and/or retain, as applicable, Cash Flow then on deposit in the Deposit Account determined as of the Cut Off Date immediately preceding such Disbursement Date, in the following order and priority: # to Servicer in payment of any fees and expenses incurred by Administrative Agent, Lender and Servicer pursuant to Section 11.20; and # to the Borrowers’ Operating Account.

other unsecured Indebtedness not contemplated by the above provisions in an aggregate principal amount not to exceed $5,000,000 at any time outstanding.

. No Cash Management Bank or Hedge Bank that obtains the benefits of Section 8.04, any Guaranty or any Collateral by virtue of the provisions hereof or of any Guaranty or any Security Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral[[Borrower:Organization]] other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, any Secured Hedging/Cash Management Obligations unless the Administrative Agent has received written notice of such Secured Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be.