Common use of Borrowing Mechanics Clause in Contracts

Borrowing Mechanics. (i) Each Loan shall be made as part of a Borrowing consisting of Loans of the same Type made by the Lenders proportionately to their respective Pro Rata Shares. At the time each Borrowing is made, such Borrowing shall be in an aggregate minimum amount of $5,000,000 or an integral multiple of $1,000,000 in excess of that amount; provided that a Base Rate Borrowing may be in an aggregate amount that is equal to the entire unused balance of the aggregate Commitments in effect at such time. (ii) To request a Borrowing, the Borrower shall deliver to the Administrative Agent a fully completed and executed Funding Notice (A) in the case of a Eurodollar Rate Borrowing, not later than 12:00 p.m. (New York City time) three Business Days before the proposed Credit Date or (B) in the case of a Base Rate Borrowing, not later than 12:00 p.m. (New York City time) on the proposed Credit Date. In lieu of delivering a Funding Notice, the Borrower may give the Administrative Agent telephonic notice by the required time of any proposed Borrowing; provided that such telephonic notice shall be promptly confirmed in writing by delivery of a fully completed and executed Funding Notice to the Administrative Agent on or before the close of business on the date that such telephonic notice is given. In the event of any discrepancy between the telephonic notice and the written Funding Notice, the written Funding Notice shall govern. Promptly upon receipt by the Administrative Agent of a Funding Notice in accordance with this paragraph, the Administrative Agent shall notify each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. (iii) Each Lender shall make the principal amount of each Loan required to be made by it hereunder on any Credit Date available to the Administrative Agent not later than (i) 2:00 p.m. (New York City time) on such Credit Date if the Funding Notice for the applicable Borrowing is delivered less than one Business Day prior to such Credit Date and (ii) 12:00 p.m. (New York City time) on such Credit Date if the Funding Notice for the applicable Borrowing is delivered at least one Business Day prior to the Credit Date, in each case by wire transfer of same day funds in Dollars to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly remitting the amounts so received, in like funds, to an account of the Borrower specified by the Borrower in the Funding Notice.

Borrowing Mechanics. (i) Each Loan shall be made as part of a Borrowing consisting of Loans of the same Type made by the Lenders proportionately to their respective Pro Rata Shares. At the time each Borrowing is made, such Borrowing shall be in an aggregate minimum amount of $5,000,000 or an integral multiple of $1,000,000 in excess of that amount; provided that a Base Rate Borrowing may be in an aggregate amount that is equal to the entire unused balance of the aggregate Commitments in effect at such time. (ii) To request a Borrowing, the Borrower shall deliver to the Administrative Agent a fully completed and executed Funding Notice (A) in the case of a Eurodollar Rate Borrowing, not Borrowing Request no later than 12:00 p.m. (1) 11:00 a.m. (New York City time) three two (2) Business Days before (or such shorter period as Administrative Agent may agree in its sole discretion) for the Borrowing of the Initial Term Loan on the Closing Date and (2) 11:00 a.m. (New York City time) twelve (12) Business Days (or such shorter period as Administrative Agent may agree in its sole discretion) prior to the proposed Credit Borrowing Date of any Delayed Draw Term Loans or (B) Revolving Loan, and with respect to a Revolving Loan, evidence satisfactory to Administrative Agent confirming such ▇▇▇▇▇▇’s agreement to provide the requested Revolving Loan. Each Borrowing Request shall be irrevocable; provided that, without limiting Section 3.2(e), Borrowing Requests for a Delayed Draw Term Loan may be expressly conditioned upon the compliance with the applicable milestone event set forth in the case Milestone Schedule, in each case, to the extent that Borrower reasonably believes (at such time and continuing through the Borrowing Date) such milestone event will be achieved or satisfied in accordance with the terms thereof. Promptly upon receipt by Administrative Agent of a Base Rate Borrowingsuch Borrowing Request for Term Loans, Administrative Agent shall notify each Lender of the proposed borrowing. (ii) Each Lender shall make its Term Loan available to Administrative Agent not later than 12:00 p.m. 11:00 a.m. (New York City time) on the proposed Credit Date. In lieu of delivering a Funding Notice, the Borrower may give the Closing Date (or such later time as Administrative Agent telephonic notice by the required time of any proposed Borrowing; provided that such telephonic notice shall be promptly confirmed may agree in writing by delivery of a fully completed and executed Funding Notice to the Administrative Agent on or before the close of business on the date that such telephonic notice is given. In the event of any discrepancy between the telephonic notice and the written Funding Noticeits sole discretion), the written Funding Notice shall govern. Promptly upon receipt by the Administrative Agent of a Funding Notice in accordance with this paragraph, the Administrative Agent shall notify each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. (iii) Each Lender shall make the principal amount of each Loan required to be made by it hereunder on any Credit Date available to the Administrative Agent not later than (i) 2:00 p.m. (New York City time) on such Credit Date if the Funding Notice for the applicable Borrowing is delivered less than one Business Day prior to such Credit Date and (ii) 12:00 p.m. (New York City time) on such Credit Date if the Funding Notice for the applicable Borrowing is delivered at least one Business Day prior to the Credit Date, in each case by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office. Upon satisfaction or waiver of the conditions precedent specified herein and receipt of all funds requested in the applicable Borrowing Request, Administrative Agent shall make the proceeds of the Term Loans available to Borrower on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Term Loans received by Administrative Agent from Lenders to be credited by wire transfer to the account of the Borrower as may be designated in writing to Administrative Agent most recently designated by it for ▇▇▇▇▇▇▇▇ in said Borrowing Request. Upon satisfaction or waiver of the conditions precedent specified herein (including, without limitation, a Lender’s irrevocable, binding agreement to extend a Revolving Loan expressly referencing this Section and its irrevocable election pursuant to this Agreement) and receipt of all funds requested in the applicable Borrowing Request from the Lender agreeing to provide such purpose Revolving Loan, Administrative Agent shall make the proceeds of the Revolving Loan available to Borrower on the Borrowing Date by notice causing an amount of same day funds in Dollars equal to the Lenders. The proceeds of each such Revolving Loan received by Administrative Agent will make from such Loans available ▇▇▇▇▇▇(s) to be credited by wire transfer to the Borrower by promptly remitting the amounts so received, in like funds, to an account of the Borrower specified as may be designated in writing to Administrative Agent by the Borrower ▇▇▇▇▇▇▇▇ in the Funding Noticesaid Borrowing Request.

Borrowing Mechanics. (i) Each Loan shall be made as part of a Borrowing consisting of The Lenders advanced Term Loans of to the same Type made by the Lenders proportionately to their respective Pro Rata Shares. At the time each Borrowing is made, such Borrowing shall be Borrower in an aggregate minimum amount of $5,000,000 or an integral multiple of $1,000,000 in excess of that amount; provided that a Base Rate Borrowing may be in an aggregate amount that is equal to the entire unused balance Initial Draw Amount on the Initial Closing Date. The Lenders advanced Term Loans to the Borrower in an amount equal to the Second Draw Amount on the Second Draw Date. Borrowers shall draw the Term Loan Commitment in an amount equal to the Draw Amount on the Closing Date and all Term Loan Commitments not utilized by Borrower on or prior to the Closing Date shall expire and be of the aggregate Commitments in no force or effect at such timewithout need for any action by any Lender. (ii) To request a BorrowingUpon satisfaction of the requirements of Section 3.1 (other than those requirements that cannot be met until funding hereunder, provided that such requirements shall be satisfied substantially concurrently with the funding hereunder), or waiver of such requirements by the Required Lenders in accordance with Section 10.5, Borrower shall deliver to the Administrative Agent a fully completed and executed Funding Notice (Arequesting the Administrative Agent to wire all funds into the Initial Funding Account) in the case of a Eurodollar Rate Borrowing, not no later than 12:00 1:00 p.m. (New York City timetime one (1) three Business Days before Day prior to the proposed Credit Date or Closing Date. Such Funding Notice shall confirm that (A) to the extent not otherwise waived by the Required Lenders in accordance with Section 10.5, all conditions to funding set forth in Section 3.1 are satisfied (other than those requirements that cannot be met until funding hereunder, provided that such requirements shall be satisfied substantially concurrently with the funding hereunder) and (B) in after giving effect to the case of a Base Rate Borrowingrequested advance, not later than 12:00 p.m. (New York City time) the Term Loans made on the proposed Credit Closing Date do not exceed the total amount of Term Loan Commitments as of the Closing Date. In lieu of delivering a Funding Notice, the Borrower may give the Administrative Agent telephonic notice by the required time of any proposed Borrowing; provided that such telephonic notice shall be promptly confirmed in writing by delivery of a fully completed and executed Funding Notice to the Administrative Agent on or before the close of business on the date that such telephonic notice is given. In the event of any discrepancy between the telephonic notice and the written Funding Notice, the written Funding Notice shall govern. Promptly upon receipt by the Administrative Agent of a such Funding Notice in accordance with this paragraphNotice, the Administrative Agent shall notify each Lender of the details thereof Borrower’s request to borrow and such ▇▇▇▇▇▇’s Pro Rata Share of the amount same. To the extent not otherwise waived by the Required Lenders in accordance with Section 10.5, Lenders shall notify Administrative Agent and Borrower as to whether Lenders concur that all conditions to funding set forth in Section 3.1 are satisfied. Administrative Agent and Lenders (A) may act without liability upon the basis of such Lender’s Loan written, facsimile or electronic notice believed by Administrative Agent in good faith to be made as part from Borrower (or from any Authorized Officer thereof designated in writing purportedly from Borrower to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request Term Loans on behalf of Borrower until Administrative Agent receives written notice to the contrary and (C) shall have no duty to verify the authenticity of the requested Borrowingsignature appearing on any written Funding Notice. (iii) Each If Required Lenders have not notified the Administrative Agent and Borrower that any conditions to funding set forth in Sections 3.1 are not satisfied or waived in accordance with Section 10.5, prior to 11:00 a.m. New York City time on the requested funding date, each Lender shall will make the principal amount available its Pro Rata Share of each Term Loan required to be made by it hereunder on any Credit Date available Commitment to the Administrative Agent not later than (i) 2:00 prior to 12:00 p.m. (New York City time) time on the requested funding date. All such Credit Date if the Funding Notice for the applicable Borrowing is delivered less than one Business Day prior to such Credit Date and (ii) 12:00 p.m. (New York City time) on such Credit Date if the Funding Notice for the applicable Borrowing is delivered at least one Business Day prior to the Credit Date, in each case by wire transfer of same day funds amounts will be made available in Dollars to and in immediately available funds at the account Principal Office, and, upon receipt of all requested funds, after verifying Borrower’s wire instructions via telephone, the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to Borrower on the Borrower by promptly remitting requested funding date at the amounts Principal Office the applicable amount so received, in like funds, to an account of the Borrower specified made available by the Lenders. In the event of pre-funding on behalf of a Lender by Administrative Agent, if such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify Borrower in and Borrower shall within one (1) Business Day after receiving such notice promptly repay such corresponding amount to the Funding NoticeAdministrative Agent together with interest thereon, for each day from such Credit Date until the date such amount is paid to Administrative Agent, at the Fixed Rate.

Borrowing Mechanics. (i) Each Loan shall be made as part of a Borrowing consisting of Loans of the same Type made by the Lenders proportionately to their respective Pro Rata Shares. At the time each Borrowing is made, such Borrowing shall be in an aggregate minimum amount of $5,000,000 or an integral multiple of $1,000,000 in excess of that amount; provided that a Base Rate Borrowing may be in an aggregate amount that is equal to the entire unused balance of the aggregate Commitments in effect at such time. (ii) To request a Borrowing, the The Borrower shall deliver to the Administrative Agent a fully completed and executed Funding Borrowing Notice (A) in the case of a Eurodollar Rate Borrowing, not no later than 12:00 p.m. 11:00 a.m. (New York City time) (i) with respect to Base Rate Loans, one (1) Business Day, and (ii) with respect to Eurodollar Rate Loans, three (3) Business Days before Days, prior to the Closing Date or the Increased Amount Date, as applicable. Promptly upon receipt by the Administrative Agent of such Borrowing Notice, the Administrative Agent shall notify each Lender of the proposed Credit Date or Borrowing. (Bii) Each Lender shall make its Initial Term Loan available to the Administrative Agent in an amount based on its Pro Rata Share of Borrowings under the case of a Base Rate Borrowing, Borrowing Notice in accordance with Section 2.02 not later than 12:00 p.m. (New York City time) on the proposed Credit Closing Date. In lieu , by wire transfer of delivering a Funding Noticesame day funds in Dollars, at the Borrower may give the Administrative Agent telephonic notice by the required time of any proposed Borrowing; provided that such telephonic notice shall be promptly confirmed in writing by delivery of a fully completed and executed Funding Notice to the Administrative Agent on or before the close of business on the date that such telephonic notice is given. In the event of any discrepancy between the telephonic notice and the written Funding Notice, the written Funding Notice shall govern. Promptly upon receipt Principal Office designated by the Administrative Agent Agent. Upon satisfaction or waiver of a Funding Notice in accordance with this paragraphthe conditions precedent specified herein, the Administrative Agent shall notify each Lender make the proceeds of the details thereof and Initial Term Loans available to the Borrower on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by the Administrative Agent from Lenders to be credited to the account of the amount of Borrower at the Principal Office designated by the Administrative Agent or to such Lender’s Loan other account as may be designated in writing to be made as part of the requested BorrowingAdministrative Agent by the Borrower. (iii) Each New Term Loan Lender shall make the principal amount of each its New Term Loan required to be made by it hereunder on any Credit Date available to the Administrative Agent in an amount based on its Pro Rata Share of Borrowings under the Borrowing Notice in accordance with Section 2.02 not later than (i) 2:00 p.m. (New York City time) on such Credit Date if the Funding Notice for the applicable Borrowing is delivered less than one Business Day prior to such Credit Date and (ii) 12:00 p.m. (New York City time) on such Credit Date if the Funding Notice for the applicable Borrowing is delivered at least one Business Day prior to the Credit Increased Amount Date, in each case by wire transfer of same day funds in Dollars, at the Principal Office designated by the Administrative Agent. Upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of the New Term Loans available to the Borrower on the Increased Amount Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by the Administrative Agent from the New Term Loan Lenders to be credited to the account of the Borrower at the Principal Office designated by the Administrative Agent most recently or to such other account as may be designated by it for such purpose by notice in writing to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly remitting the amounts so received, in like funds, to an account of the Borrower specified by the Borrower in the Funding NoticeBorrower.

Borrowing Mechanics. Term Loans or Revolving Loans made on any Funding Date (iother than Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii) Each Loan or Revolving Loans made pursuant to subsection 3.3B) shall be made as part in an aggregate minimum amount of a Borrowing consisting (a) for Term Loans, the Dollar Equivalent of Loans $2,500,000 and multiples of the same Type Dollar Equivalent of $500,000 in excess of that amount and (b) for Revolving Loans, $2,000,000 and multiples of $500,000 in excess of that amount. Swing Line Loans made by the Lenders proportionately to their respective Pro Rata Shares. At the time each Borrowing is made, such Borrowing on any Funding Date shall be in an aggregate minimum amount of $5,000,000 or an integral multiple 500,000 and multiples of $1,000,000 100,000 in excess of that amount; provided . Whenever Borrower desires that a Base Rate Borrowing may be in an aggregate amount that is equal to the entire unused balance of the aggregate Commitments in effect at such time. (ii) To request a Borrowing, the Borrower Lenders make Term Loans or Revolving Loans it shall deliver to the Administrative Agent a fully completed and duly executed Funding Notice (A) in the case of a Eurodollar Rate Borrowing, not Borrowing no later than 12:00 p.m. Noon (New York City time) at least three Business Days before in advance of the proposed Credit Funding Date (in the case of a LIBOR Rate Loan or a BA Loan) or at least one Business Day in advance of the proposed Funding Date (B) in the case of a Base Rate BorrowingLoan or a Canadian Prime Rate Loan). Whenever Borrower desires that Swing Line Lender make a Swing Line Loan, not it shall deliver to Swing Line Lender, with a copy to Administrative Agent, a duly executed Notice of Borrowing no later than 12:00 p.m. Noon (New York City time) on the proposed Credit Funding Date. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans, Canadian Prime Rate Loans, LIBOR Rate Loans and/or BA Loans in the manner provided in subsection 2.2D. In lieu of delivering a Funding NoticeNotice of Borrowing, the Borrower may give the Administrative Agent telephonic notice by the required time of any proposed Borrowingborrowing under this subsection 2.1B; provided that such telephonic notice shall be promptly confirmed in writing by delivery of a fully completed and duly executed Funding Notice of Borrowing to the Administrative Agent on or before the close of business on the date that such applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice is given. In the event of any discrepancy between the telephonic notice and the written Funding Notice, the written Funding Notice shall govern. Promptly upon receipt by the referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of a Funding Notice Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this paragraphAgreement, pursuant to any such telephonic notice Borrower shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Borrower shall notify Administrative Agent shall notify each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. (iii) Each Lender shall make the principal amount of each Loan required to be made by it hereunder on any Credit Date available to the Administrative Agent not later than (i) 2:00 p.m. (New York City time) on such Credit Date if the Funding Notice for the applicable Borrowing is delivered less than one Business Day prior to such Credit Date and (ii) 12:00 p.m. (New York City time) on such Credit Date if the Funding Notice for the applicable Borrowing is delivered at least one Business Day prior to the Credit funding of any Loans in the event that any of the matters to which Borrower is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, in each case and the acceptance by wire transfer Borrower of same day funds in Dollars the proceeds of any Loans shall constitute a re-certification by Borrower, as of the applicable Funding Date, as to the account of the Administrative Agent most recently designated by it for such purpose by notice matters to the Lenders. The Administrative Agent will make such Loans available which Borrower is required to the Borrower by promptly remitting the amounts so received, in like funds, to an account of the Borrower specified by the Borrower certify in the Funding Noticeapplicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Rate Loan or a BA Loan (or telephonic notice in lieu thereof) shall be irrevocable, and Borrower shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. (i1) Each Loan shall be Base Rate Loans made as part of a Borrowing consisting of Loans of the same Type made by the Lenders proportionately to their respective Pro Rata Shares. At the time each Borrowing is made, such Borrowing on any Funding Date shall be in an aggregate minimum amount of $5,000,000 or an 50,000 and integral multiple multiples of $1,000,000 50,000 in excess of that such amount; provided that . (2) On any day when Borrower desires a Revolving Advance or Term Loan B Advance under this subsection 2.1, Borrower shall give Agent written or telephonic notice of the proposed borrowing by 11:00 a.m. Dallas, Texas time on the Funding Date and shall specify the proposed Funding Date (which shall be a Business Day). Each Revolving Advance or Term Loan B Advance shall initially be a Base Rate Borrowing may be in an aggregate amount that is equal to the entire unused balance of the aggregate Commitments in effect at such timeLoan. (ii3) To request Revolving Advances can not be Fixed Rate Loans at any time. The Borrower may make a Borrowing, one-time election on the Borrower shall deliver Closing Date for the Term Loan A to the Administrative Agent a fully completed and executed Funding Notice (A) in the case of a Eurodollar Rate Borrowing, not later than 12:00 p.m. (New York City time) three Business Days before the proposed Credit Date or (B) in the case of be a Base Rate BorrowingLoan or a Fixed Rate Loan (any such election shall be irrevocable through the term of this Agreement). At the end of each Borrowing Period, Borrower make a one time election to convert the applicable Converted Term Loan B Amount to a Fixed Rate Loan (any such election shall be irrevocable through the term of this Agreement). If such election is not later than 12:00 p.m. made by Borrower with respect to the Converted Term Loan B Amount at least three (New York City time3) on Business Days prior to the proposed Credit Date. In lieu end of delivering the Borrowing Period, such Converted Term Loan B Amount shall continue to be a Funding Notice, the Borrower may give the Administrative Agent telephonic notice by the required time of any proposed Borrowing; provided that Base Rate Loan. (4) Any such telephonic notice shall be promptly confirmed with a Notice of Borrowing on the same day as such request. Neither Agent nor Lender shall incur any liability to Borrower for acting upon any telephonic notice or a Notice of Borrowing which Agent believes in writing good faith to have been given by delivery a duly authorized officer or other person authorized to borrow on behalf of Borrower or for otherwise acting in good faith under this subsection 2.1(D). (5) Neither Agent nor Lender will be required to make any advance pursuant to any telephonic or written notice or a fully completed Notice of Borrowing, unless all of the terms and executed Funding Notice to conditions set forth in Section 3 have been satisfied and Agent has also received the Administrative Agent on or before most recent Borrowing Base Certificate and all other documents required under Section 5 and the close of business Reporting Rider by 11:00 a.m. Dallas, Texas time on the date that such telephonic notice is given. In the event of any discrepancy between the telephonic notice and the written Funding Notice, the written Funding Notice shall govern. Promptly upon receipt by the Administrative Agent of a Funding Notice in accordance with this paragraph, the Administrative Agent shall notify each Lender of the details thereof and of the amount of such Lender’s funding request. Each Revolving Advance and Term Loan to B Advance shall be made as part of the requested Borrowing. (iii) Each Lender shall make the principal amount of each Loan required to be made by it hereunder on any Credit Date available to the Administrative Agent not later than (i) 2:00 p.m. (New York City time) on such Credit Date if the Funding Notice for the applicable Borrowing is delivered less than one Business Day prior to such Credit Date and (ii) 12:00 p.m. (New York City time) on such Credit Date if the Funding Notice for the applicable Borrowing is delivered at least one Business Day prior to the Credit Date, in each case deposited by wire transfer of same day in immediately available funds in Dollars such account as Borrower may from time to the account of the Administrative time designate to 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 remitting the amounts so received, in like funds, to an account of the Borrower specified by the Borrower in the Funding Noticewriting.

Borrowing Mechanics. On each occasion occurring after the Delayed-Draw Term Loan Committed Amount shall have been reduced to zero (i$0) Each or been terminated and prior to the date ten (10) Business Days prior to the New Delayed-Draw Term Loan shall be made as part Commitment Termination Date (and at least 30 days after the immediately preceding date of a Borrowing consisting of Loans of New Delayed-Draw Term Loan borrowing, if any) that either (x) the same Type made by the Lenders proportionately to their respective Pro Rata Shares. At the time each Borrowing is made, such Borrowing shall be in an aggregate minimum principal amount of Revolving Loans equals or exceeds $5,000,000 30,000,000 or (y) the Borrower delivers to the Administrative Agent a New Delayed-Draw Term Loan Borrowing Request for a New Delayed-Draw Term Loan of at least $10,000,000 (or an integral multiple of $1,000,000 in excess of that amount; provided that a Base Rate Borrowing may be in an aggregate thereof, or the remaining amount that is equal to the entire unused balance of the aggregate Commitments in effect at such time. (ii) To request a BorrowingDelayed-Draw Term Loan Committed Amount, if less), the Borrower shall deliver be deemed to the Administrative Agent have requested a fully completed and executed Funding Notice New Delayed-Draw Term Loan borrowing (which request shall be irrevocable) (A) in an aggregate principal amount equal to (1) in the case of a Eurodollar Rate Borrowingborrowing request deemed to have been made pursuant to clause (x) of this subsection (i), not later than 12:00 p.m. the lesser of (I) the amount by which the aggregate principal amount of Revolving Loans outstanding on the date such borrowing request is deemed to have been made exceeds $20,000,000 and (II) the remaining amount of the New York City time) three Business Days before the proposed Credit Date Delayed-Draw Term Loan Committed Amount, or (B2) in the case of a Base Rate Borrowingborrowing request made pursuant to clause (y) of this subsection (i), not later than 12:00 p.m. the amount of the requested borrowing as set forth in the related New Delayed-Draw Term Loan Borrowing Request, (New York City timeB) to be funded on the proposed Credit Date. In lieu of delivering a Funding Notice, date ten (10) Business Days thereafter (or such later date as the Borrower may give Fronting Bank and the Administrative Agent may agree with the Borrower in order to minimize the incurrence of costs by the Borrower pursuant to Section 3.12(a) in connection with such borrowing) and (C) unless the Borrower shall specify otherwise in a written notice (or telephonic notice by the required time of any proposed Borrowing; provided that such telephonic notice shall be promptly confirmed in writing by delivery of a fully completed and executed Funding Notice to the Administrative Agent on or before the close of business on the date that such telephonic notice is given. In the event of any discrepancy between the telephonic notice and the written Funding Notice, the written Funding Notice shall govern. Promptly upon receipt by the Administrative Agent of a Funding Notice in accordance with this paragraph, the Administrative Agent shall notify each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. (iiiwriting) Each Lender shall make the principal amount of each Loan required to be made by it hereunder on any Credit Date available to the Administrative Agent not later than 12:00 Noon (i) 2:00 p.m. (New York City Charlotte, North Carolina time) on such Credit Date if the Funding Notice for the applicable Borrowing is delivered less than one Business Day prior to such Credit Date and (ii) 12:00 p.m. (New York City time) on such Credit Date if the Funding Notice for the applicable Borrowing is delivered at least one third Business Day prior to the Credit Date, in each case by wire transfer of same day funds in Dollars to the account date of the Administrative Agent most recently designated by it for such purpose by notice applicable borrowing, to the Lendersconsist of a Base Rate Loan. The Administrative Agent will make such Loans available shall give notice (a “New Delayed-Draw Term Loan Funding Notice”) to the Borrower by Fronting Bank and each affected Lender promptly remitting upon the amounts so receivedoccurrence of any request or deemed request for a New Delayed-Draw Term Loan pursuant to this Section 2.5(b)(i), in like fundsspecifying the aggregate principal amount of such New Delayed-Draw Term Loan, whether such New Delayed-Draw Term Loan shall be comprised of Base Rate Loans, Eurodollar Loans or a combination thereof, and if Eurodollar Loans are requested, the Interest Period(s) therefor and the portion of such New Delayed-Draw Term Loan which each such Lender is required to an account purchase. Notwithstanding any other provision of this Credit Agreement to the Borrower specified by contrary, the Borrower in proceeds of any borrowing of New Delayed-Draw Term Loans deemed to have been requested pursuant to clause (x) of this subsection (i) shall be applied to the Funding Noticerepayment of Revolving Loans.

Borrowing Mechanics. (ia) Each Loan The Borrowing Base shall be made determined by Administrative Agent based on the most recent Borrowing Base Certificate delivered to Administrative Agent in accordance with this Agreement and such other information as part may be available to Administrative Agent. Without limiting any other rights and remedies of a Borrowing consisting of Administrative Agent hereunder or under the other Loan Documents, the Loans of the same Type made by the Lenders proportionately to their respective Pro Rata Shares. At the time each Borrowing is made, such Borrowing shall be in an aggregate minimum amount of $5,000,000 or an integral multiple of $1,000,000 in excess of that amount; provided that a subject to Administrative Agent’s continuing right to withhold from the Borrowing Base Rate Borrowing may be in an aggregate amount that is equal reserves, and to increase and decrease such reserves from time to time, if and to the entire unused balance of extent that in Administrative Agent’s reasonable business judgment such reserves are necessary. Administrative Agent, in its reasonable discretion, may adjust the aggregate Commitments Borrowing Base from time to time, in effect at such timea manner consistent with Administrative Agent’s reasonable business judgment, underwriting practices and procedures. (iib) To request a BorrowingNo more frequently than twice per calendar month, the Borrower ▇▇▇▇▇▇▇▇ shall deliver to the Administrative Agent a fully completed and executed Funding Loan Notice (A) in the case of a Eurodollar Rate Borrowing, not no later than 12:00 p.m. 10:00 a.m. two (New York City time2) three Business Days before prior to the date of such proposed Credit Date borrowing (“Funding Date”) (or (B) in the case of a Base Rate Borrowing, not later than 12:00 p.m. (New York City time) on the proposed Credit Date. In lieu of delivering a Funding Notice, the Borrower may give the such shorter period as Administrative Agent telephonic notice by the required time of any proposed Borrowing; provided that may agree in its sole discretion). Each such telephonic notice Loan Notice shall be promptly confirmed in writing effective upon receipt by delivery of a fully completed and executed Funding Notice to the Administrative Agent on or before the close of business on the date that such telephonic notice is given. In the event of any discrepancy between the telephonic notice and the written Funding Notice, the written Funding Notice shall governbe irrevocable. Promptly upon receipt by the Administrative Agent of a Funding Notice in accordance with this paragraphthe Loan Notice, the Administrative Agent shall notify each Lender of the details thereof and of the amount of such Lender’s Loan proposed borrowing to be made as part on a Funding Date. Unless otherwise approved by the Administrative Agent in advance in writing, the proceeds of all Loans shall be funded to the requested BorrowingCollateralDesignated Account. (iiic) Each Lender shall make the principal amount of each Loan required to be made by it hereunder on any Credit Date its Loans available to the Administrative Agent not later than (i) 2:00 p.m. (New York City time) 10:00 a.m. on such Credit Date if the a Funding Notice for the applicable Borrowing is delivered less than one Business Day prior to such Credit Date and (ii) 12:00 p.m. (New York City time) on such Credit Date if the Funding Notice for the applicable Borrowing is delivered at least one Business Day prior to the Credit Date, in each case by wire transfer of same day funds in Dollars, to the account designated by Administrative Agent. Upon satisfaction or waiver of the conditions precedent specified herein and receipt of the applicable funds requested in the Loan Notice, Administrative Agent shall make the proceeds of the Loans available to Borrower on a Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of such Loans received by Administrative Agent from the Lenders to be wired to the account of the Borrower as may be designated in writing to Administrative Agent most recently designated by it for ▇▇▇▇▇▇▇▇. (d) Subject to Section 3.7, (i) each Loan shall be a SOFR Based Loan with the Interest Period specified herein and (ii) following the initial Interest Period hereunder, such purpose by notice SOFR Based Loan shall automatically continue into a new Interest Period until the Maturity Date. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and Administrative Agent, at the request of Required Lenders, so notifies Borrower, then, so long as such Event of Default is continuing (i) no outstanding Loan may be converted to or continued as a SOFR Based Loan and (ii) unless repaid, each SOFR Based Loan shall automatically be converted to a Base Rate Loan at the end of the Interest Period therefor. (e) Subject to Section 3.1 and Section 3.2, all amounts owed hereunder with respect to the Lenders. The Administrative Agent will make such Loans available to shall be paid in full no later than the Borrower by promptly remitting Maturity Date. (f) Unless previously terminated, the amounts so received, in like funds, to an account of Commitments shall automatically terminate on the Borrower specified by the Borrower in the Funding NoticeCommitment Termination Date.

Borrowing Mechanics. (i) Each Loan shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the Lenders of such Class proportionately to their respective applicable Pro Rata Shares. At the time commencement of each Borrowing is madeInterest Period for any Eurodollar Rate Borrowing, such Borrowing shall be in an aggregate minimum amount of $5,000,000 or an integral multiple of $1,000,000 in excess of that such amount; provided that a Base Eurodollar Rate Borrowing that results from a continuation of an outstanding Eurodollar Rate Borrowing may be in an aggregate amount that is equal to the entire unused balance amount of the aggregate Commitments in effect at such time. (ii) outstanding Borrowing. To request a Borrowing, the Borrower shall deliver to the Administrative Agent a fully completed and executed Funding Notice (A) in the case of a Eurodollar Rate Borrowing, not later than 12:00 1:00 p.m. (New York City time) at least three Business Days before in advance of the proposed Credit Date or (which shall be a Business Day) (or, in the case of a Tranche B Term Borrowing, such shorter period as may be acceptable to the Administrative Agent) and (B) in the case of a Base Rate Borrowing, not later than 12:00 1:00 p.m. (New York City time) on the proposed Credit Date. In lieu of delivering a Funding Notice, the Borrower may give the Administrative Agent telephonic notice by the required time of any proposed Borrowing; provided that such telephonic notice Date (which shall be promptly confirmed a Business Day) (or, in writing by delivery each case, with respect to any Borrowing of a fully completed and executed Funding Notice to Incremental Term Loans or Refinancing Term Loans, not later than such other time as shall be specified therefor in the Administrative Agent on applicable Incremental Facility Agreement or before the close of business on the date that such telephonic notice is given. In the event of any discrepancy between the telephonic notice and the written Funding Notice, the written Funding Notice shall governRefinancing Facility Agreement). Promptly upon receipt by the Administrative Agent of a Funding Notice in accordance with this paragraph, the Administrative Agent shall notify each Lender of the applicable Class of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. (iii) . Following delivery of a Funding Notice for a Eurodollar Rate Borrowing, any failure to make such Borrowing shall be subject to Section 2.17(c). Each Lender shall make the principal amount of each Loan required to be made by it hereunder on any Credit Date available to the Administrative Agent not later than (i) 2:00 p.m. (New York City time) on such Credit Date if the Funding Notice for (or, with respect to any Borrowing of Incremental Term Loans or Refinancing Term Loans, not later than such other time as shall be specified therefor in the applicable Borrowing is delivered less than one Business Day prior to such Credit Date and (iiIncremental Facility Agreement or Refinancing Facility Agreement) 12:00 p.m. (New York City time) on such Credit Date if the Funding Notice for the applicable Borrowing is delivered at least one Business Day prior to the Credit Date, in each case by wire transfer of same day funds in Dollars to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make each such Loans Loan available to the Borrower by promptly remitting the amounts so received, in like funds, to an the account of the Borrower specified by the Borrower in the applicable Funding Notice. [Reserved]. [Reserved].

Borrowing Mechanics. (i) Each Loan shall be Working Capital Loans and Other Bridge Loans designated by Company as Working Capital Loans made as part of a Borrowing consisting of Loans of the same Type made by the Lenders proportionately to their respective Pro Rata Shares. At the time each Borrowing is made, such Borrowing on any Funding Date shall be in an aggregate minimum amount of $5,000,000 or an 250,000 and integral multiple multiples of $1,000,000 50,000 in excess of that amount; provided that a Base Rate Borrowing may Acquisition Loans and Acquisition Bridge Loans shall be in an aggregate amount that is no greater than necessary to acquire the Eligible Asset(s) described in the related Notice of Borrowing less an amount equal to the entire unused balance Investment of Principal advanced to Company under the Warehouse Agreement for such Eligible Asset(s); Hedge Loans and Other Bridge Loans designated by Company as Hedge Loans shall be in an amount equal to the current Margin Excess; Interest Shortfall Loans and Other Bridge Loans designated by Company as Interest Shortfall Loans shall be in an amount not to exceed the difference between the Available Balance (as defined in the Paying Agent Agreement) in the Collection Account as of a Cut-Off Date and the amount to be distributed therefrom on the next succeeding Interest Payment Date, pursuant to Section 2.5 or Section 2.6, as the case may be, of the aggregate Commitments Warehouse Agreement; and Loans evidenced by the Interest Capitalization Notes and Hedge Interest Capitalization Notes shall be in effect at such time. (ii) To the respective amounts calculated according to Section 2.2C of this Agreement; provided, however, that unless consented to by Requisite Lenders, Company shall use its best efforts to request a BorrowingLoans be made no more than once each month, and Loans shall be made on the Borrower next succeeding Interest Payment Date based on estimated requirements or on any other day of the month if the Loan is an Interim Hedge Loan or an Other Bridge Loan designated by Company as an Interim Hedge Loan. Whenever Company desires that Lenders make an Interim Hedge Loan or an Other Bridge Loan designated by Company as an Interim Hedge Loan, it shall deliver to the Administrative Agent each Lender a fully completed and executed Funding Notice (A) in the case of a Eurodollar Rate Borrowing, not Borrowing no later than 12:00 noon (New York time) on the Business Day at least one (1) Business Day in advance of the proposed Funding Date, in which case Lenders shall fund such Loan by 12:00 noon (New York time) on the Funding Date. Whenever Company desires that Lenders make an Interest Shortfall Loan or an Other Bridge Loan designated by Company as an Interest Shortfall Loan, it shall deliver to each Lender a Notice of Borrowing no later than 5:00 p.m. (New York City time) three on the Business Day at least two (2) Business Days before in advance of the proposed Credit Date or (B) next succeeding Interest Payment Date, in the which case of a Base Rate Borrowing, not later than 12:00 Lenders shall fund such Loan by 5:30 p.m. (New York City time) on the proposed Credit Funding Date. In lieu of delivering a Funding Notice, the Borrower may give the Administrative Agent telephonic notice by the required time of any proposed Borrowing; provided that such telephonic notice which shall be promptly confirmed in writing by delivery of a fully completed and executed Funding Notice to the Administrative Agent on or before the close of business on the date that such telephonic notice is given. In the event of any discrepancy between the telephonic notice and the written Funding Notice, the written Funding Notice shall govern. Promptly upon receipt by the Administrative Agent of a Funding Notice in accordance with this paragraph, the Administrative Agent shall notify each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. (iii) Each Lender shall make the principal amount of each Loan required to be made by it hereunder on any Credit Date available to the Administrative Agent not later than (i) 2:00 p.m. (New York City time) on such Credit Date if the Funding Notice for the applicable Borrowing is delivered less than one Business Day prior to such Credit Date and (ii) 12:00 p.m. (New York City time) on such Credit Date if the Funding Notice for the applicable Borrowing is delivered at least one (1) Business Day prior to the Credit Interest Payment Date. Whenever Company desires that Lenders make any Loan other than an Interim Hedge Loan, Interest Shortfall Loan or an Other Bridge Loan designated by Company as either an Interim Hedge Loan or an Interest Shortfall Loan, it shall deliver to each Lender a Notice of Borrowing no later than 12:00 noon (New York time) on the Business Day at least two (2) Business Days in advance of the proposed Funding Date, in which case Lenders shall fund such Loan by 12:00 noon (New York time) on the Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) whether the request is for an Acquisition Loan, an Acquisition Bridge Loan, an Interest Shortfall Loan, a Hedge Loan, a Working Capital Loan and/or an Other Bridge Loan (in which case, Company shall further specify whether such Other Bridge Loan is designated an Interest Shortfall Loan, a Hedge Loan and/or a Working Capital Loan), (iii) the total amount of Loans requested, (iv) the amount allocable to each case by wire transfer of same day funds in Dollars to the account Loan Category, (v) a description of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly remitting the amounts so received, in like funds, to an account use of proceeds of the Borrower specified by the Borrower requested Loans (and in the Funding Noticecase of Acquisition Loans, sufficient additional detail to describe the underlying transaction) and (vi) a reconciliation of the use of proceeds of the Loans, excluding any Working Capital Loans, made with the preceding borrowing."

Borrowing Mechanics. Tranche B Term Loans or Revolving Loans made on any Funding Date (iother than Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iii) Each Loan shall be for the purpose of repaying any Refunded Swing Line Loans or Revolving Loans made as part pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a Borrowing consisting drawing under a Letter of Loans of the same Type made Credit issued by the Lenders proportionately to their respective Pro Rata Shares. At the time each Borrowing is made, such Borrowing it) shall be in an aggregate minimum amount of $5,000,000 or an integral multiple 1,000,000 and multiples of $1,000,000 in excess of that amount; provided that Tranche B Term Loans or Revolving Loans made on any Funding Date as Adjusted Eurodollar Rate Loans with a Base Rate Borrowing may particular Interest Period shall be in an aggregate minimum amount of $1,000,000 and multiples of $1,000,000 in excess of that is equal to the entire unused balance amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of the aggregate Commitments $100,000 and multiples of $100,000 in effect at such time. (ii) To request a Borrowing, the Borrower excess of that amount. Whenever Company desires that Lenders make Tranche B Term Loans or Revolving Loans it shall deliver to the Administrative Agent a fully completed and executed Funding Notice (A) in the case of a Eurodollar Rate Borrowing, not Borrowing no later than 12:00 p.m. 10:00 A.M. (New York City time) at least three Business Days before in advance of the proposed Credit Funding Date (in the case of an Adjusted Eurodollar Rate Loan) or at least one Business Day in advance of the proposed Funding Date (B) in the case of a Base Rate BorrowingLoan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, not it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 p.m. Noon (New York City time) on the proposed Credit Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans and any Loans made on the Initial Funding Date, that such Loans shall be Base Rate Loans, (iv) in the case of Revolving Loans not made on the Initial Funding Date, whether such Loans shall be Base Rate Loans or Adjusted Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Adjusted Eurodollar Rate Loans, the initial Interest Period requested therefor. Tranche B Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Adjusted Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Funding Noticethe above-described Notice of Borrowing, the Borrower Company may give the Administrative Agent telephonic notice by the required time of any proposed Borrowingborrowing under this subsection 2.1B; provided that such telephonic notice shall be promptly confirmed in writing by delivery of a fully completed and executed Funding Notice of Borrowing to the Administrative Agent on or before the close of business on the date that such applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice is given. In the event of any discrepancy between the telephonic notice and the written Funding Notice, the written Funding Notice shall govern. Promptly upon receipt by the referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of a Funding Notice Company or for otherwise acting in good faith under this subsection 2.1B, and upon funding of Loans by Lenders in accordance with this paragraph, the Agreement pursuant to any such telephonic notice Company shall have effected Loans hereunder. Company shall notify Administrative Agent shall notify each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. (iii) Each Lender shall make the principal amount of each Loan required to be made by it hereunder on any Credit Date available to the Administrative Agent not later than (i) 2:00 p.m. (New York City time) on such Credit Date if the Funding Notice for the applicable Borrowing is delivered less than one Business Day prior to such Credit Date and (ii) 12:00 p.m. (New York City time) on such Credit Date if the Funding Notice for the applicable Borrowing is delivered at least one Business Day prior to the Credit funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, in each case and the acceptance by wire transfer Company of same day funds in Dollars the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the account of the Administrative Agent most recently designated by it for such purpose by notice matters to the Lenders. The Administrative Agent will make such Loans available which Company is required to the Borrower by promptly remitting the amounts so received, in like funds, to an account of the Borrower specified by the Borrower certify in the Funding Noticeapplicable Notice of Borrowing.

Borrowing Mechanics. (ia) Each Loan The Borrowing Base shall be made determined by Administrative Agent based on the most recent Borrowing Base Certificate delivered to Administrative Agent in accordance with this Agreement and such other information as part may be available to Administrative Agent. Without limiting any other rights and remedies of a Borrowing consisting of Administrative Agent hereunder or under the other Loan Documents, the Loans of the same Type made by the Lenders proportionately to their respective Pro Rata Shares. At the time each Borrowing is made, such Borrowing shall be in an aggregate minimum amount of $5,000,000 or an integral multiple of $1,000,000 in excess of that amount; provided that a subject to Administrative Agent's continuing right to withhold from the Borrowing Base Rate Borrowing may be in an aggregate amount that is equal reserves, and to increase and decrease such reserves from time to time, if and to the entire unused balance of extent that in Administrative Agent's reasonable business judgment such reserves are necessary. Administrative Agent, in its reasonable discretion, may adjust the aggregate Commitments Borrowing Base from time to time, in effect at such timea manner consistent with Administrative Agent's reasonable business judgment, underwriting practices and procedures. (iib) To request a BorrowingNo more frequently than twice per calendar month, the Borrower shall deliver to the Administrative Agent a fully completed and executed Funding Loan Notice (A) in the case of a Eurodollar Rate Borrowing, not no later than 12:00 p.m. 10:00 a.m. two (New York City time2) three Business Days before prior to the date of such proposed Credit Date borrowing ("Funding Date") (or (B) in the case of a Base Rate Borrowing, not later than 12:00 p.m. (New York City time) on the proposed Credit Date. In lieu of delivering a Funding Notice, the Borrower may give the such shorter period as Administrative Agent telephonic notice by the required time of any proposed Borrowing; provided that may agree in its sole discretion). Each such telephonic notice Loan Notice shall be promptly confirmed in writing effective upon receipt by delivery of a fully completed and executed Funding Notice to the Administrative Agent on or before the close of business on the date that such telephonic notice is given. In the event of any discrepancy between the telephonic notice and the written Funding Notice, the written Funding Notice shall governbe irrevocable. Promptly upon receipt by the Administrative Agent of a Funding Notice in accordance with this paragraphthe Loan Notice, the Administrative Agent shall notify each Lender of the details thereof and of the amount of such Lender’s Loan proposed borrowing to be made as part on a Funding Date. Unless otherwise approved by the Administrative Agent in advance in writing, the proceeds of all Loans shall be funded to the requested BorrowingCollateral Account. (iiic) Each Lender shall make the principal amount of each Loan required to be made by it hereunder on any Credit Date its Loans available to the Administrative Agent not later than (i) 2:00 p.m. (New York City time) 10:00 a.m. on such Credit Date if the a Funding Notice for the applicable Borrowing is delivered less than one Business Day prior to such Credit Date and (ii) 12:00 p.m. (New York City time) on such Credit Date if the Funding Notice for the applicable Borrowing is delivered at least one Business Day prior to the Credit Date, in each case by wire transfer of same day funds in Dollars, to the account designated by Administrative Agent. Upon satisfaction or waiver of the conditions precedent specified herein and receipt of the applicable funds requested in the Loan Notice, Administrative Agent shall make the proceeds of the Loans available to Borrower on a Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of such Loans received by Administrative Agent from the Lenders to be wired to the account of the Borrower as may be designated in writing to Administrative Agent most recently designated by it for Borrower. (d) Subject to Section 3.7, (i) each Loan shall be a LIBOR Rate Loan with the Interest Period specified herein and (ii) following the initial Interest Period hereunder, such purpose by notice LIBOR Rate Loan shall automatically continue into a new Interest Period until the Maturity Date. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and Administrative Agent, at the request of Required Lenders, so notifies Borrower, then, so long as such Event of Default is continuing (i) no outstanding Loan may be converted to or continued as a LIBOR Rate Loan and (ii) unless repaid, each LIBOR Rate Loan shall automatically be converted to a Base Rate Loan at the end of the Interest Period therefor. (e) Subject to Section 3.1 and Section 3.2, all amounts owed hereunder with respect to the Lenders. The Administrative Agent will make such Loans available to shall be paid in full no later than the Borrower by promptly remitting Maturity Date. (f) Unless previously terminated, the amounts so received, in like funds, to an account of Commitments shall automatically terminate on the Borrower specified by the Borrower in the Funding NoticeCommitment Termination Date.

Borrowing Mechanics. (ia) Each Loan The Borrowing Base shall be made determined by Administrative Agent based on the most recent Borrowing Base Certificate delivered to Administrative Agent in accordance with this Agreement and such other information as part may be available to Administrative Agent. Without limiting any other rights and remedies of a Borrowing consisting of Administrative Agent hereunder or under the other Loan Documents, the Loans of the same Type made by the Lenders proportionately to their respective Pro Rata Shares. At the time each Borrowing is made, such Borrowing shall be in an aggregate minimum amount of $5,000,000 or an integral multiple of $1,000,000 in excess of that amount; provided that a subject to Administrative Agent’s continuing right to withhold from the Borrowing Base Rate Borrowing may be in an aggregate amount that is equal reserves, and to increase and decrease such reserves from time to time, if and to the entire unused balance of extent that in Administrative Agent’s reasonable business judgment such reserves are necessary. Administrative Agent, in its reasonable discretion, may adjust the aggregate Commitments Borrowing Base from time to time, in effect at such timea manner consistent with Administrative Agent’s reasonable business judgment, underwriting practices and procedures. (iib) To request a BorrowingNo more frequently than twice per calendar month, the Borrower ▇▇▇▇▇▇▇▇ shall deliver to the Administrative Agent a fully completed and executed Funding Loan Notice (A) in the case of a Eurodollar Rate Borrowing, not no later than 12:00 p.m. 10:00 a.m. two (New York City time2) three Business Days before prior to the date of such proposed Credit Date borrowing (“Funding Date”) (or (B) in the case of a Base Rate Borrowing, not later than 12:00 p.m. (New York City time) on the proposed Credit Date. In lieu of delivering a Funding Notice, the Borrower may give the such shorter period as Administrative Agent telephonic notice by the required time of any proposed Borrowing; provided that may agree in its sole discretion). Each such telephonic notice Loan Notice shall be promptly confirmed in writing effective upon receipt by delivery of a fully completed and executed Funding Notice to the Administrative Agent on or before the close of business on the date that such telephonic notice is given. In the event of any discrepancy between the telephonic notice and the written Funding Notice, the written Funding Notice shall governbe irrevocable. Promptly upon receipt by the Administrative Agent of a Funding Notice in accordance with this paragraphthe Loan Notice, the Administrative Agent shall notify each Lender of the details thereof and of the amount of such Lender’s Loan proposed borrowing to be made as part on a Funding Date. Unless otherwise approved by the Administrative Agent in advance in writing, the proceeds of all Loans shall be funded to the requested BorrowingCollateral Account. (iiic) Each Lender shall make the principal amount of each Loan required to be made by it hereunder on any Credit Date its Loans available to the Administrative Agent not later than (i) 2:00 p.m. (New York City time) 10:00 a.m. on such Credit Date if the a Funding Notice for the applicable Borrowing is delivered less than one Business Day prior to such Credit Date and (ii) 12:00 p.m. (New York City time) on such Credit Date if the Funding Notice for the applicable Borrowing is delivered at least one Business Day prior to the Credit Date, in each case by wire transfer of same day funds in Dollars, to the account designated by Administrative Agent. Upon satisfaction or waiver of the conditions precedent specified herein and receipt of the applicable funds requested in the Loan Notice, Administrative Agent shall make the proceeds of the Loans available to Borrower on a Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of such Loans received by Administrative Agent from the Lenders to be wired to the account of the Borrower as may be designated in writing to Administrative Agent most recently designated by it for ▇▇▇▇▇▇▇▇. (d) Subject to Section 3.7, (i) each Loan shall be a LIBOR RateSOFR Based Loan with the Interest Period specified herein and (ii) following the initial Interest Period hereunder, such purpose by notice LIBOR RateSOFR Based Loan shall automatically continue into a new Interest Period until the Maturity Date. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and Administrative Agent, at the request of Required Lenders, so notifies Borrower, then, so long as such Event of Default is continuing (i) no outstanding Loan may be converted to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly remitting the amounts so received, in like funds, to an account of the Borrower specified by the Borrower in the Funding Notice.or continued as a LIBOR RateSOFR Based Loan and

Borrowing Mechanics. (i) Each Loan shall be made as part of a Borrowing consisting of Loans of the same Type made by the Lenders proportionately to their respective Pro Rata Shares. At the time each Borrowing is made, such Borrowing shall be in an aggregate minimum amount of $5,000,000 or an integral multiple of $1,000,000 in excess of that amount; provided that a Base Rate Borrowing may be in an aggregate amount that is equal to the entire unused unsused balance of the aggregate Commitments in effect at such time. (ii) To request a Borrowing, the Borrower shall deliver to the Administrative Agent a fully completed and executed Funding Notice (A) in the case of a Eurodollar Rate Borrowing, not later than 12:00 p.m. (New York City time) three Business Days before the proposed Credit Funding Date or (B) in the case of a Base Rate Borrowing, not later than 12:00 p.m. (New York City time) on the proposed Credit Funding Date. In lieu of delivering a Funding Notice, the Borrower may give the Administrative Agent telephonic notice by the required time of any proposed Borrowing; provided that such telephonic notice shall be promptly confirmed in writing by delivery of a fully completed and executed Funding Notice to the Administrative Agent on or before the close of business on the date that such telephonic notice is given. In the event of any discrepancy between the telephonic notice and the written Funding Notice, the written Funding Notice shall govern. Promptly upon receipt by the Administrative Agent of a Funding Notice in accordance with this paragraph, the Administrative Agent shall notify each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. (iii) Each Lender shall make the principal amount of each Loan required to be made by it hereunder on any Credit Funding Date available to the Administrative Agent not later than (i) 2:00 p.m. (New York City time) on such Credit Funding Date if the Funding Notice for the applicable Borrowing is delivered less than one Business Day prior to such Credit Funding Date and (ii) 12:00 p.m. (New York City time) on such Credit Funding Date if the Funding Notice for the applicable Borrowing is delivered at least one Business Day prior to the Credit Funding Date, in each case by wire transfer of same day funds in Dollars to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly remitting the amounts so received, in like funds, to an account of the Borrower specified by the Borrower in the Funding Notice.

Borrowing Mechanics. (i) Each Loan shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the Lenders of such Class proportionately to their respective applicable Pro Rata Shares. At the time commencement of each Borrowing is madeInterest Period for any Eurodollar RateTerm Benchmark Borrowing, such Borrowing shall be in an aggregate minimum amount of $5,000,000 or an integral multiple of $1,000,000 in excess of that such amount; provided that a Base Rate Eurodollar RateTerm Benchmark Borrowing that results from a continuation of an outstanding Eurodollar RateTerm Benchmark Borrowing may be in an aggregate amount that is equal to the entire unused balance amount of the aggregate Commitments in effect at such timeoutstanding Borrowing. (ii) To request a Borrowing, the Borrower shall deliver to the Administrative Agent a fully completed and executed Funding Notice (A) in the case of a Eurodollar Rate RateTerm Benchmark Borrowing, not later than 12:00 p.m. (New York City time) at least three US Governments Securities Business Days before in advance of the proposed applicable Credit Date or (or, in the case of a Tranche B Term Borrowing, such shorter period as may be acceptable to the Administrative Agent) and (B) in the case of a Base Rate Borrowing, not later than 12:00 p.m. (New York City time) on the proposed applicable Credit Date. In lieu of delivering a Funding Notice, the Borrower may give the Administrative Agent telephonic notice by the required time of any proposed Borrowing; provided that such telephonic notice shall be promptly confirmed in writing by delivery of a fully completed and executed Funding Notice to the Administrative Agent on or before the close of business on the date that such telephonic notice is given. In the event of any discrepancy between the telephonic notice and the written Funding Notice, the written Funding Notice shall govern. Promptly upon receipt by the Administrative Agent of a Funding Notice in accordance with this paragraph, the Administrative Agent shall notify each Lender of the applicable Class of the details thereof and of the amount of such LenderL▇▇▇▇▇’s Loan to be made as part of the requested Borrowing. Following delivery of a Funding Notice for a Eurodollar RateTerm Benchmark Borrowing, any failure to make such Borrowing shall be subject to Section 2.18(c). (iii) Each Except as otherwise agreed among the Borrower, the Administrative Agent and the applicable Lenders in connection with the funding of any Loans, each Lender shall make the principal amount of each Loan required to be made by it hereunder on any Credit Date available to the Administrative Agent not later than (i) 2:00 1:00 p.m. (New York City time) on such the applicable Credit Date if the Funding Notice for the applicable Borrowing is delivered less than one Business Day prior to such Credit Date and (ii) 12:00 p.m. (New York City time) on such Credit Date if the Funding Notice for the applicable Borrowing is delivered at least one Business Day prior to the Credit Date, in each case by wire transfer of same day funds in Dollars to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make each such Loans Loan available to the Borrower by promptly remitting the amounts so received, in like funds, to an the account of the Borrower specified by the Borrower in the applicable Funding Notice.

Borrowing Mechanics. (i) Each Loan shall be made as part of a Borrowing consisting of Loans of the same Type made by the Lenders proportionately to their respective Pro Rata Shares. At the time each Borrowing is made, such Borrowing shall be in an aggregate minimum amount of $5,000,000 or an integral multiple of $1,000,000 in excess of that amount; provided that a Base Rate Borrowing may be in an aggregate amount that is equal to the entire unused balance of the aggregate Commitments in effect at such time. (ii) To request a Borrowing, the The Borrower shall deliver to the Administrative Agent a fully completed and executed Funding Borrowing Notice (A) in the case of a Eurodollar Rate Borrowing, not no later than 12:00 p.m. 11:00 a.m. (New York City time) (i) with respect to Base Rate Loans, one (1) Business Day, and (ii) with respect to Eurodollar Rate Loans, three (3) Business Days before Days, prior to the Closing Date or the Increased Amount Date, as applicable. Promptly upon receipt by the Administrative Agent of such Borrowing Notice, the Administrative Agent shall notify each Lender of the proposed Credit Date or Borrowing. (Bii) Each Lender shall make its Initial Term Loan available to the Administrative Agent in an amount based on its Pro Rata Share of Borrowings under the case of a Base Rate Borrowing, Borrowing Notice in accordance with Section 2.02 not later than 12:00 p.m. (New York City time) on the proposed Credit Closing Date. In lieu , by wire transfer of delivering a Funding Noticesame day funds in Dollars, at the Borrower may give the Administrative Agent telephonic notice by the required time of any proposed Borrowing; provided that such telephonic notice shall be promptly confirmed in writing by delivery of a fully completed and executed Funding Notice to the Administrative Agent on or before the close of business on the date that such telephonic notice is given. In the event of any discrepancy between the telephonic notice and the written Funding Notice, the written Funding Notice shall govern. Promptly upon receipt Principal Office designated by the Administrative Agent Agent. Upon satisfaction or waiver of a Funding Notice in accordance with this paragraphthe conditions precedent specified herein, the Administrative Agent shall notify each Lender make the proceeds of the details thereof and Initial Term Loans available to the Borrower on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by the Administrative Agent from Lenders to be credited to the account of the amount of Borrower at the Principal Office designated by the Administrative Agent or to such Lender’s Loan other account as may be designated in writing to be made as part of the requested BorrowingAdministrative Agent by the Borrower. (iii) Each New Term Loan Lender shall make the principal amount of each its New Term Loan required to be made by it hereunder on any Credit Date available to the Administrative Agent in an amount based on its Pro Rata Share of Borrowings under the Borrowing Notice in accordance with Section 2.02 not later than (i) 2:00 p.m. (New York City time) on such Credit Date if the Funding Notice for the applicable Borrowing is delivered less than one Business Day prior to such Credit Date and (ii) 12:00 p.m. (New York City time) on such Credit Date if the Funding Notice for the applicable Borrowing is delivered at least one Business Day prior to the Credit Increased Amount Date, in each case by wire transfer of same day funds in Dollars, at the Principal Office designated by the Administrative Agent. Upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of the New Term Loans available to the Borrower on such Increased Amount Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by the Administrative Agent from the New Term Loan Lenders to be credited to the account of the Borrower at the Principal Office designated by the Administrative Agent most recently or to such other account as may be designated by it for such purpose by notice in writing to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly remitting the amounts so received, in like funds, to an account of the Borrower specified by the Borrower in the Funding NoticeBorrower.

Borrowing Mechanics. (i) Each Loan shall be Term Loans under a respective Tranche made on any Funding Date as part of Base Rate Loans or as LIBOR Loans with a Borrowing consisting of Loans of the same Type made by the Lenders proportionately to their respective Pro Rata Shares. At the time each Borrowing is made, such Borrowing particular Interest Period shall be in an aggregate minimum amount of $5,000,000 or an 1,000,000 and integral multiple multiples of $1,000,000 100,000 in excess of that amount; provided that a Base Rate Borrowing may . Revolving Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that is equal amount. Whenever Company desires that Lenders make Term Loans (whether Initial Term Loans, Delayed Draw Term Loans or Incremental Term Loans) or Revolving Loans to the entire unused balance of the aggregate Commitments in effect at such time. (ii) To request a Borrowing, the Borrower Company it shall deliver to the Administrative Agent at the Notice Office a fully completed and executed Funding Notice (A) in the case of a Eurodollar Rate Borrowing, not Borrowing no later than 12:00 p.m. 11:00 A.M. (New York City time) at least three Business Days before in advance of the proposed Credit Funding Date (in the case of a LIBOR Loan) or no later than 11:00 A.M. (BNew York City time) on any proposed Funding Date (in the case of a Base Rate BorrowingLoan). The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount of such borrowing requested and whether the respective borrowing shall consist of Initial Term Loans, Delayed Draw Term Loans, Revolving Loans or Incremental Term Loans, and if Incremental Term Loans, the specific Tranche thereof, (iii) in the case of Revolving Loans not later than 12:00 p.m. (New York City time) made on the proposed Credit Closing Date, whether such Loans shall be Base Rate Loans or LIBOR Loans, and (iv) in the case of any Loans requested to be made as LIBOR Loans, the initial Interest Period requested therefor. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and LIBOR Loans in the manner provided in Section 2.2D. In lieu of delivering a Funding Noticethe above-described Notice of Borrowing, the Borrower Company may give the Administrative Agent telephonic notice by of the required time of any proposed Borrowingborrowing under this Section 2.1B; provided that such telephonic notice shall be promptly confirmed in writing by delivery of a fully completed and executed Funding Notice of Borrowing to the Administrative Agent on or before the close applicable Funding Date. Administrative Agent shall promptly give each Lender which is required to make Loans of business on the date that such Tranche specified in the respective Notice of Borrowing, written notice (or telephonic notice is givenpromptly confirmed in writing) of each proposed borrowing, of such Lender’s proportionate share thereof and of the other matters required by this Section 2.1B to be specified in the Notice of Borrowing. In the event of Neither Administrative Agent nor any discrepancy between the Lender shall incur any liability to Company in acting upon any telephonic notice and the written Funding Notice, the written Funding Notice shall govern. Promptly upon receipt by the referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of a Funding Notice Company or for otherwise acting in good faith under this Section 2.1B, and upon funding of Loans by Lenders in accordance with this paragraph, the Agreement pursuant to any such telephonic notice Company shall have effected Loans hereunder. Company shall notify Administrative Agent shall notify each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. (iii) Each Lender shall make the principal amount of each Loan required to be made by it hereunder on any Credit Date available to the Administrative Agent not later than (i) 2:00 p.m. (New York City time) on such Credit Date if the Funding Notice for the applicable Borrowing is delivered less than one Business Day prior to such Credit Date and (ii) 12:00 p.m. (New York City time) on such Credit Date if the Funding Notice for the applicable Borrowing is delivered at least one Business Day prior to the Credit funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, in each case and the acceptance by wire transfer of same day funds in Dollars to the account Company of the Administrative Agent most recently designated proceeds of any Loans shall constitute a re-certification by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly remitting the amounts so receivedCompany, in like funds, to an account as of the Borrower specified by the Borrower applicable Funding Date, as to matters to which Company is required to certify in the Funding Noticeapplicable Notice of Borrowing.

Borrowing Mechanics. Revolving Loans made on any Funding Date (other than Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv) for the purpose of repaying any Swing Line Loans or Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it) that are made as (i) Each Loan shall be made as part of a Borrowing consisting of Eurodollar Rate Loans of the same Type made by the Lenders proportionately to their respective Pro Rata Shares. At the time each Borrowing is made, such Borrowing shall be in an aggregate minimum amount of $5,000,000 or an integral multiple of $1,000,000 in excess of that amount; provided that a (ii) Base Rate Borrowing may Loans shall be in an aggregate minimum amount of $2,000,000. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $500,000. Whenever Company desires that is equal to the entire unused balance of the aggregate Commitments in effect at such time. (ii) To request a Borrowing, the Borrower Lenders make Revolving Loans it shall deliver to the Administrative Agent a fully completed and executed Notice of Borrowing no later than 1:00 P.M. (New York City time) at least three Business Days in advance of the proposed Funding Notice Date (A) in the case of a Eurodollar Rate Borrowing, not later than 12:00 p.m. (New York City timeLoan) three or at least one Business Days before Day in advance of the proposed Credit Funding Date or (B) in the case of a Base Rate BorrowingLoan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, not it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 p.m. 1:00 P.M. (New York City time) on the proposed Credit Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and Type of Loans requested, (iii) in the case of Swing Line Loans and any Loans made on the Closing Date, that such Loans shall be Base Rate Loans, (iv) in the case of Revolving Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Funding Noticethe above-described Notice of Borrowing, the Borrower Company may give the Administrative Agent telephonic notice by the required time of any proposed Borrowingborrowing under this subsection 2.1B; provided that such telephonic notice shall be promptly confirmed in writing by delivery of a fully completed and executed Funding Notice of Borrowing to the Administrative Agent on or before the close of business applicable Funding Date. Notwithstanding anything contained herein to the contrary, during the period commencing on (and including) the Closing Date and ending on the earlier of (i) the one-month anniversary of the date on which the first Eurodollar Rate Loan is made under this Agreement and (ii) the date Administrative Agent sends notice to Company indicating that such Lenders' primary syndication has been concluded, (a) Company may only request Base Rate Loans and Eurodollar Rate Loans with an Interest Period of one month and (b) the last day of the Interest Period applicable to any Eurodollar Rate Loan shall be the one- month anniversary of the date on which the first Eurodollar Rate Loan is made under this Agreement. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice is given. In the event of any discrepancy between the telephonic notice and the written Funding Notice, the written Funding Notice shall govern. Promptly upon receipt by the referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of a Funding Notice Company or for otherwise acting in good faith under this subsection 2.1B, and upon funding of Loans by Lenders in accordance with this paragraph, the Agreement pursuant to any such telephonic notice Company shall have effected Loans hereunder. Company shall notify Administrative Agent shall notify each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. (iii) Each Lender shall make the principal amount of each Loan required to be made by it hereunder on any Credit Date available to the Administrative Agent not later than (i) 2:00 p.m. (New York City time) on such Credit Date if the Funding Notice for the applicable Borrowing is delivered less than one Business Day prior to such Credit Date and (ii) 12:00 p.m. (New York City time) on such Credit Date if the Funding Notice for the applicable Borrowing is delivered at least one Business Day prior to the Credit funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, in each case and the acceptance by wire transfer Company of same day funds in Dollars the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the account matters to which Company is required to certify in the applicable Notice of the Administrative Agent most recently designated by it for such purpose by notice Borrowing as modified pursuant to the Lenders. The Administrative Agent will make notice provided for in the first clause of this sentence (it being understood that the making of such Loans available by Lenders shall not in any way be construed as a waiver by Lenders of any matter set forth in such notice). Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to the Borrower by promptly remitting the amounts so received, make a borrowing in like funds, to an account of the Borrower specified by the Borrower in the Funding Noticeaccordance therewith.

Borrowing Mechanics. (i1) Each Loan shall be LIBOR Loans made as part of a Borrowing consisting of Loans of the same Type made by the Lenders proportionately to their respective Pro Rata Shares. At the time each Borrowing is made, such Borrowing on any Funding Date shall be in an aggregate minimum amount of $5,000,000 or an 1,000,000 and integral multiple multiples of $1,000,000 500,000 in excess of that such amount; provided that a Base Rate Borrowing may be in an aggregate amount that is equal to the entire unused balance of the aggregate Commitments in effect at such time. (ii2) To request On any day when any Borrower desires a BorrowingRevolving Advance under this subsection 2.1, the Administrative Borrower shall deliver to the give Administrative Agent a fully completed and executed Funding Notice (A) in telephonic notice of the case of a Eurodollar Rate Borrowing, not later than proposed borrowing by 12:00 p.m. (New York City time) three Business Days before Chicago time on the proposed Credit Funding Date or (B) in the case of a Base Rate BorrowingLoan and three Business Days in advance of the Funding Date of a LIBOR Loan, not later than 12:00 p.m. which notice shall specify the proposed Funding Date (New York City time) which shall be a Business Day), whether such Loans shall consist of Base Rate Loans or LIBOR Loans, and, for LIBOR Loans, the Interest Period applicable thereto. Loans made on the proposed Credit DateClosing Date initially shall be made as Base Rate Loans. In lieu of delivering a Funding Notice, the Borrower may give the Administrative Agent telephonic notice by the required time of any proposed Borrowing; provided that Any such telephonic notice shall be promptly confirmed with a Notice of Borrowing on the same day. Neither Administrative Agent nor Lenders shall incur any liability to any Borrower for acting upon any telephonic notice or Notice of Borrowing Administrative Agent believes in writing good faith to have been given by delivery a duly authorized officer or other person authorized to borrow on behalf of a fully completed and executed Funding Notice to the Borrower or for otherwise acting in good faith under this subsection 2.1(D). Neither Administrative Agent on or before the close of business on the date that such nor Revolving Loan Lenders will be required to make any Revolving Advance pursuant to any telephonic notice is givenunless Administrative Agent has also received the most recent Monthly Borrowing Base Certificate and Semi-Monthly Borrowing Base Certificate and all other documents required under Section 3 and the Reporting Rider hereof by 12:00 p.m. Chicago time. In the event Each Revolving Advance shall be deposited by wire transfer in immediately available funds in such account as Borrowers may from time to time designate to Administrative Agent in writing. The becoming due of any discrepancy between the telephonic notice and the written Funding Notice, the written Funding Notice shall govern. Promptly upon receipt by the Administrative Agent of a Funding Notice in accordance with this paragraph, the Administrative Agent shall notify each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. (iii) Each Lender shall make the principal amount of each Loan required to be made by it hereunder on paid under this Agreement or any Credit Date available to the Administrative Agent not later than (i) 2:00 p.m. (New York City time) on such Credit Date if the Funding Notice for the applicable Borrowing is delivered less than one Business Day prior to such Credit Date and (ii) 12:00 p.m. (New York City time) on such Credit Date if the Funding Notice for the applicable Borrowing is delivered at least one Business Day prior to the Credit Date, in each case by wire transfer of same day funds in Dollars to the account of the Administrative Agent most recently designated other Loan Documents as principal, Lender Letter of Credit reimbursement obligation, accrued interest and fees shall be deemed irrevocably to be an automatic request by it Borrowers for such purpose by notice to a Revolving Advance, which shall be a Base Rate Loan on the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly remitting the amounts so receiveddue date of, in like funds, to an account of the Borrower specified by the Borrower and in the Funding Noticeamount required to pay (as set forth on Administrative Agent's books and records), such principal, Lender Letter of Credit reimbursement obligation, accrued interest and fees.

Borrowing Mechanics. (i) Each Loan Borrower shall be made as part of a Borrowing consisting of Loans of the same Type made by the Lenders proportionately to their respective Pro Rata Shares. At the time each Borrowing is made, such Borrowing shall be in an aggregate minimum amount of $5,000,000 or an integral multiple of $1,000,000 in excess of that amount; provided that a Base Rate Borrowing may be in an aggregate amount that is equal to draw the entire unused balance Term Loan Commitment on the Closing Date and all Term Loan Commitments not utilized by Borrower on the Closing Date shall expire and be of the aggregate Commitments in no force or effect at such timewithout need for any action by any Lender. (ii) To request a BorrowingUpon satisfaction of the requirements of Section 3.1 (other than those requirements that cannot be met until funding hereunder, provided that such requirements shall be satisfied substantially concurrently with the funding hereunder), or waiver of such requirements by the Required Lenders in accordance with Section 10.5, Borrower shall deliver to the Administrative Agent a fully completed and executed Funding Notice (Arequesting the Administrative Agent to wire all funds into the Initial Funding Account) in the case of a Eurodollar Rate Borrowing, not no later than 12:00 1:00 p.m. (New York City timetime one (1) three Business Days before Day prior to the proposed Credit Date or Closing Date. Such Funding Notice shall confirm that (A) to the extent not otherwise waived by the Required Lenders in accordance with Section 10.5, all conditions to funding set forth in Section 3.1 are satisfied (other than those requirements that cannot be met until funding hereunder, provided that such requirements shall be satisfied substantially concurrently with the funding hereunder) and (B) in after giving effect to the case of a Base Rate Borrowingrequested advance, not later than 12:00 p.m. (New York City time) the Term Loans made on the proposed Credit Closing Date do not exceed the total amount of Term Loan Commitments as of the Closing Date. In lieu of delivering a Funding Notice, the Borrower may give the Administrative Agent telephonic notice by the required time of any proposed Borrowing; provided that such telephonic notice shall be promptly confirmed in writing by delivery of a fully completed and executed Funding Notice to the Administrative Agent on or before the close of business on the date that such telephonic notice is given. In the event of any discrepancy between the telephonic notice and the written Funding Notice, the written Funding Notice shall govern. Promptly upon receipt by the Administrative Agent of a such Funding Notice in accordance with this paragraphNotice, the Administrative Agent shall notify each Lender of the details thereof Borrower’s request to borrow and such ▇▇▇▇▇▇’s Pro Rata Share of the amount same. To the extent not otherwise waived by the Required Lenders in accordance with Section 10.5, Lenders shall notify Administrative Agent and Borrower as to whether Lenders concur that all conditions to funding set forth in Section 3.1 are satisfied. Administrative Agent and Lenders (A) may act without liability upon the basis of such Lender’s Loan written, facsimile or electronic notice believed by Administrative Agent in good faith to be made as part from Borrower (or from any Authorized Officer thereof designated in writing purportedly from Borrower to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request Term Loans on behalf of Borrower until Administrative Agent receives written notice to the contrary and (C) shall have no duty to verify the authenticity of the requested Borrowingsignature appearing on any written Funding Notice. (iii) Each If Required Lenders have not notified the Administrative Agent and Borrower that any conditions to funding set forth in Sections 3.1 are not satisfied or waived in accordance with Section 10.5, prior to 11:00 a.m. New York City time on the requested funding date, each Lender shall will make the principal amount available its Pro Rata Share of each Term Loan required to be made by it hereunder on any Credit Date available Commitment to the Administrative Agent not later than (i) 2:00 prior to 12:00 p.m. (New York City time) time on the requested funding date. All such Credit Date if the Funding Notice for the applicable Borrowing is delivered less than one Business Day prior to such Credit Date and (ii) 12:00 p.m. (New York City time) on such Credit Date if the Funding Notice for the applicable Borrowing is delivered at least one Business Day prior to the Credit Date, in each case by wire transfer of same day funds amounts will be made available in Dollars to and in immediately available funds at the account Principal Office, and, upon receipt of all requested funds, after verifying Borrower’s wire instructions via telephone, the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to Borrower on the Borrower by promptly remitting requested funding date at the amounts Principal Office the applicable amount so received, in like funds, to an account of the Borrower specified made available by the Lenders. In the event of pre-funding on behalf of a Lender by Administrative Agent, if such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify Borrower in and Borrower shall within one (1) Business Day after receiving such notice promptly repay such corresponding amount to the Funding NoticeAdministrative Agent together with interest thereon, for each day from such Credit Date until the date such amount is paid to Administrative Agent, at the Fixed Rate.

Borrowing Mechanics. (i) Each Loan shall be Acquisition Loans and Working Capital Loans made as part of a Borrowing consisting of Loans of the same Type made by the Lenders proportionately to their respective Pro Rata Shares. At the time each Borrowing is made, such Borrowing on any Funding Date shall be in an aggregate minimum amount of $5,000,000 or an 250,000 and integral multiple multiples of $1,000,000 50,000 in excess of that amount; provided that a Base Rate Borrowing may Hedge Loans shall be in an aggregate amount that is equal to the entire unused balance current Margin Excess; Interest Shortfall Loans shall be in an amount not to exceed the difference between the Available Balance (as defined in the Paying Agent Agreement) in the Collection Account as of a Cut-Off Date and the amount to be distributed therefrom on the next succeeding Interest Payment Date, pursuant to Section 2.5 or Section 2.6, as the case may be, of the aggregate Commitments Warehouse Agreement; and Loans evidenced by the Interest Capitalization Notes and Hedge Interest Capitalization Notes shall be in effect at such time. (ii) To the respective amounts calculated according to Section 2.2C of this Agreement; provided, however, that unless consented to by Requisite Lenders, Company shall use its best efforts to request a BorrowingLoans be made no more than once each month, and Loans shall be made on the Borrower next succeeding Interest Payment Date based on estimated requirements or on any other day of the month if the Loan is an Interim Hedge Loan. Whenever Company desires that Lenders make an Interim Hedge Loan, it shall deliver to the Administrative Agent each Lender a fully completed and executed Funding Notice (A) in the case of a Eurodollar Rate Borrowing, not Borrowing no later than 12:00 noon (New York time) on the Business Day at least one (1) Business Day in advance of the proposed Funding Date, in which case Lenders shall fund such Loan by 12:00 noon (New York time) on the Funding Date. Whenever Company desires that Lenders make an Interest Shortfall Loan, it shall deliver to each Lender a Notice of Borrowing no later than 5:00 p.m. (New York City time) three on the Business Day at least two (2) Business Days before in advance of the proposed Credit Date or (B) next succeeding Interest Payment Date, in the which case of a Base Rate Borrowing, not later than 12:00 Lenders shall fund such Loan by 5:30 p.m. (New York City time) on the proposed Credit Funding Date. In lieu of delivering a Funding Notice, the Borrower may give the Administrative Agent telephonic notice by the required time of any proposed Borrowing; provided that such telephonic notice which shall be promptly confirmed in writing by delivery of a fully completed and executed Funding Notice to the Administrative Agent on or before the close of business on the date that such telephonic notice is given. In the event of any discrepancy between the telephonic notice and the written Funding Notice, the written Funding Notice shall govern. Promptly upon receipt by the Administrative Agent of a Funding Notice in accordance with this paragraph, the Administrative Agent shall notify each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. (iii) Each Lender shall make the principal amount of each Loan required to be made by it hereunder on any Credit Date available to the Administrative Agent not later than (i) 2:00 p.m. (New York City time) on such Credit Date if the Funding Notice for the applicable Borrowing is delivered less than one Business Day prior to such Credit Date and (ii) 12:00 p.m. (New York City time) on such Credit Date if the Funding Notice for the applicable Borrowing is delivered at least one (1) Business Day prior to the Credit Interest Payment Date. Whenever Company desires that Lenders make any Loan other than an Interim Hedge Loan or an Interest Shortfall Loan, it shall deliver to each Lender a Notice of Borrowing no later than 12:00 noon (New York time) on the Business Day at least two (2) Business Days in advance of the proposed Funding Date, in which case Lenders shall fund such Loan by 12:00 noon (New York time) on the Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) whether the request is for an Acquisition Loan, an Interest Shortfall Loan, a Hedge Loan and/or a Working Capital Loan, (iii) the total amount of Loans requested, (iv) the amount allocable to each Loan Category, (v) a description of the use of proceeds of the requested Loans (and in the case by wire transfer of same day funds in Dollars Acquisition Loans, sufficient additional detail to describe the underlying transaction) and (vi) a reconciliation of the use of proceeds of the Loans, excluding any Working Capital Loans, made with the preceding borrowing. Company shall notify each Lender prior to the account funding of any Loans if any of the Administrative Agent most recently designated matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by it for such purpose Company of the proceeds of any Loans shall constitute a re-certification by notice Company, as of the applicable Funding Date, as to the Lenders. The Administrative Agent will make such Loans available matters to the Borrower by promptly remitting the amounts so received, in like funds, which Company is required to an account of the Borrower specified by the Borrower certify in the Funding Noticeapplicable Notice of Borrowing. A Notice of Borrowing shall be irrevocable and Company shall be bound to make a borrowing in accordance therewith.

Borrowing Mechanics. (i) Each Loan shall be Except for Revolving Loans made as part of a Borrowing consisting of on the Closing Date, Revolving Loans of the same Type made by the Lenders proportionately to their respective Pro Rata Shares. At the time each Borrowing is made, such Borrowing on any Funding Date shall be in an aggregate minimum amount of $5,000,000 or an 1,000,000 and integral multiple multiples of $1,000,000 100,000 in excess of that amount; provided . Whenever Borrowers desire that a Base Rate Borrowing may be in an aggregate amount that is equal to the entire unused balance of the aggregate Commitments in effect at such time. (ii) To request a BorrowingLenders make Revolving Loans, the Borrower they shall deliver a Notice of Borrowing to the Administrative Agent a fully completed and executed Funding Notice (A) in the case of a Eurodollar Rate Borrowing, not no later than 12:00 p.m. 1:00 P.M. (New York City time) at least three Business Days before in advance of the proposed Credit Funding Date (in the case of a LIBOR Loan) or at least one Business Day in advance of the proposed Funding Date (B) in the case of a Base Rate BorrowingLoan). The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and Type of Loans requested, (iii) in the case of Revolving Loans not later than 12:00 p.m. (New York City time) made on the proposed Credit Closing Date, whether such Loans shall be Base Rate Loans or LIBOR Loans, (iv) in the case of any Loans requested to be made as LIBOR Loans, the initial Interest Period requested therefore, and (v) information about the account of Borrowers to be credited. Revolving Loans may be continued as or converted into Base Rate Loans and LIBOR Loans in the manner provided in subsection 2.2D. In lieu of delivering a Funding Noticethe above-described Notice of Borrowing, the Borrower Borrowers may give the Administrative Agent telephonic notice by the required time of any proposed Borrowingborrowing under this subsection 2.1B; provided PROVIDED that such telephonic notice shall be promptly confirmed in writing by delivery of a fully completed and executed Funding Notice of Borrowing to the Administrative Agent on or before the close of business on the date that such notice was given. Neither Administrative Agent nor any Lender shall incur any liability to Borrowers in acting upon any telephonic notice is given. In the event of any discrepancy between the telephonic notice and the written Funding Notice, the written Funding Notice shall govern. Promptly upon receipt by the referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of a Funding Notice Borrowers or for otherwise acting in good faith under this subsection 2.1B, and upon funding of Revolving Loans by Lenders in accordance with this paragraph, the Agreement pursuant to any such telephonic notice Borrowers shall have effected Revolving Loans hereunder. Borrowers shall notify Administrative Agent shall notify each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. (iii) Each Lender shall make the principal amount of each Loan required to be made by it hereunder on any Credit Date available to the Administrative Agent not later than (i) 2:00 p.m. (New York City time) on such Credit Date if the Funding Notice for the applicable Borrowing is delivered less than one Business Day prior to such Credit Date and (ii) 12:00 p.m. (New York City time) on such Credit Date if the Funding Notice for the applicable Borrowing is delivered at least one Business Day prior to the Credit funding of any Revolving Loans in the event that any of the matters to which Borrowers are required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding 33 CREDIT AGREEMENT Date, in each case and the acceptance by wire transfer Borrowers of same day funds in Dollars the proceeds of any Revolving Loans shall constitute a re-certification by Borrowers, as of the applicable Funding Date, as to the account matters to which Borrowers are required to certify in the applicable Notice of the Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable once Administrative Agent most recently designated by it for receives such purpose by notice notice, and Borrowers shall be bound to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly remitting the amounts so received, a borrowing in like funds, to an account of the Borrower specified by the Borrower in the Funding Noticeaccordance therewith.

Borrowing Mechanics. (i) Each Loan shall be made as part of a Borrowing consisting of Loans of the same Type made by the Lenders proportionately to their respective Pro Rata Shares. At the time each Borrowing is made, such Borrowing shall be in an aggregate minimum amount of $5,000,000 or an integral multiple of $1,000,000 in excess of that amount; provided that a Base Rate Borrowing may be in an aggregate amount that is equal to the entire unused balance of the aggregate Commitments in effect at such time. (ii) To request a the Borrowing, the Borrower shall deliver to the Administrative Agent a fully completed and executed Funding Notice (A) in the case of a Eurodollar Rate Borrowing, not later than 12:00 p.m. (New York City time) three Business Days before the proposed Credit Funding Date or (B) in the case of a Base Rate Borrowing, not later than 12:00 p.m. (New York City time) on the proposed Credit Funding Date. In lieu of delivering a the Funding Notice, the Borrower may give the Administrative Agent telephonic notice by the required time of any the proposed Borrowing; provided that such telephonic notice shall be promptly confirmed in writing by delivery of a fully completed and executed Funding Notice to the Administrative Agent on or before the close of business on the date that such telephonic notice is given. In the event of any discrepancy between the telephonic notice and the written Funding Notice, the written Funding Notice shall govern. Promptly upon receipt by the Administrative Agent of a the Funding Notice in accordance with this paragraph, the Administrative Agent shall notify each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. (iii) Each Lender shall make the principal amount of each the Loan required to be made by it hereunder on any Credit the Funding Date available to the Administrative Agent not later than (i) 2:00 p.m. (New York City time) on such Credit the Funding Date if the Funding Notice for the applicable Borrowing is delivered less than one Business Day prior to such Credit the Funding Date and (ii) 12:00 p.m. (New York City time) on such Credit the Funding Date if the Funding Notice for the applicable Borrowing is delivered at least one Business Day prior to the Credit Funding Date, in each case by wire transfer of same day funds in Dollars to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly remitting the amounts so received, in like funds, to an account of the Borrower specified by the Borrower in the Funding Notice.

Borrowing Mechanics. (i) Each Loan shall be Borrowers delivered to Administrative Agent a fully executed Funding Notice with respect to Initial Term Loans made as part of a Borrowing consisting of Loans of on the same Type made by the Lenders proportionately to their respective Pro Rata Shares. At the time each Borrowing is made, such Borrowing shall be in an aggregate minimum amount of $5,000,000 or an integral multiple of $1,000,000 in excess of that amount; provided that a Base Rate Borrowing may be in an aggregate amount that is equal to the entire unused balance of the aggregate Commitments in effect at such timeClosing Date. (ii) To request a Borrowing, the Borrower shall deliver Borrowers delivered to the Administrative Agent a fully completed and executed Funding Notice with respect to New Term Loans made on the New Term Loan Closing Date. (Aiii) Borrowers delivered to Administrative Agent a fully executed Funding Notice with respect to Tranche 2 Term Loans made on the Tranche 2 Effective Date. (iv) With respect to the Tranche 3 Term Loan Commitments established pursuant to Section 2.1(a)(iv) (other than Tranche 3 Term Loan Commitments in respect of Tranche 1 Term Loans or Tranche 2 Term Loans that the case of Lenders thereof have agreed to convert into Tranche 3 Term Loans), Bor- rowers shall deliver to Administrative Agent a Eurodollar Rate Borrowing, not fully executed Funding Notice no later than 12:00 p.m. 10:00 a.m. (New York City time) at least three Business Days before in advance of the proposed Credit Date or (B) in the case of a Base Tranche 3 Term Loan that is a LIBOR Rate BorrowingLoan, not and no later than 12:00 p.m. 9:00 a.m. (New York City time) on the proposed Credit Date in the case of a Tranche 3 Term Loan that is a Base Rate Loan (which proposed Credit Date shall be the Third Restatement Effective Date). In lieu of delivering Borrowers shall be bound to make a borrowing in accordance with a Funding Notice, the Borrower may give the Administrative Agent telephonic notice Notice for a Tranche 3 Term Loan that is a LIBOR Rate Loan unless such Funding Notice is revoked by the required time applicable Borrower prior to the occurrence of any proposed Borrowingthe applicable Credit Extension; provided that any such telephonic notice revocation shall be promptly confirmed in writing by delivery of a fully completed and executed Funding Notice subject to the Administrative Agent on or before the close terms of business on the date that such telephonic notice is given. In the event of any discrepancy between the telephonic notice and the written Funding Notice, the written Funding Notice shall governSection 2.14(c). Promptly upon receipt by the Administrative Agent of a any Funding Notice in accordance with this paragraphNotice, the Administrative Agent shall notify each Lender of the details proposed borrowing. Administrative Agent and Lenders may act without liability upon the basis of written, or telecopied notice believed by Administrative Agent in good faith to be from the Borrowers (or from any Authorized Officer thereof and designated in writing purportedly from Borrowers to Administrative Agent), it being understood that no Lender nor Administrative Agent shall be obligated in any manner with respect to the funding of any Loan in the absence of the amount receipt by Administrative Agent of a completed and executed Funding Notice. Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of a Borrower until Administrative Agent and such Lender’s Loan Lenders receive written notice to be made as part the contrary. Administrative Agent and Lenders shall have no duty to verify the authenticity of the requested Borrowingsignature appearing on any written Funding Notice. (iiiv) Each Lender shall make its Tranche 3 Term Loan (other than Tranche 3 Term Loans comprised of Tranche 1 Term Loans or Tranche 2 Term Loans that the principal amount of each Loan required Lenders thereof have agreed to be made by it hereunder on any Credit Date convert into Tranche 3 Term Loans) available to the Administrative Agent not later than (i) 2:00 p.m. 12:00 noon (New York City time) on such Credit Date if the Funding Notice for the applicable Borrowing is delivered less than one Business Day prior to such Credit Date and (ii) 12:00 p.m. (New York City time) on such Credit Date if the Funding Notice for the applicable Borrowing is delivered at least one Business Day prior to the Credit Date, in each case by wire transfer of same day funds in Dollars, at the Principal Office designated by the Administrative Agent. Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the Loans available to Borrowers on the applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited to the account of the applicable Borrower at the Principal Office designated by the Administrative Agent most recently or to such other account as may be designated by it for such purpose by notice in writing to the Lenders. The Administrative Agent will make by such Loans available to the Borrower by promptly remitting the amounts so received, in like funds, to an account of the Borrower specified by the Borrower in the Funding NoticeBorrowers.

Borrowing Mechanics. (i) Each Loan shall be made as part of a Borrowing consisting of Loans of the same Type made by the Lenders proportionately to their respective Pro Rata Shares. At the time each Borrowing is made, such Borrowing shall be in an aggregate minimum amount of $5,000,000 or an integral multiple of $1,000,000 in excess of that amount; provided that a Base Rate Borrowing may be in an aggregate amount that is equal to the entire unused balance of the aggregate Commitments in effect at such time. (ii) To request a Borrowing, the The Borrower shall deliver to the Administrative Agent a fully completed and executed Funding Borrowing Notice (A) in the case of a Eurodollar Rate Borrowing, not no later than 12:00 p.m. 11:00 a.m. (New York City time) (i) with respect to Base Rate Loans, one (1) Business Day, and (ii) with respect to Eurodollar Rate Loans, three (3) Business Days before Days, prior to the Restatement Effective Date or the Increased Amount Date, as applicable. Promptly upon receipt by the Administrative Agent of such Borrowing Notice, the Administrative Agent shall notify each Lender of the proposed Credit Borrowing. (ii) Each Lender shall make its Restatement Effective Date or (B) Term Loan available to the Administrative Agent in an amount based on its Pro Rata Share of Borrowings under the case of a Base Rate Borrowing, Borrowing Notice in accordance with Section 2.02 not later than 12:00 p.m. (New York City time) on the proposed Credit Restatement Effective Date. In lieu , by wire transfer of delivering a Funding Noticesame day funds in Dollars, at the Borrower may give the Administrative Agent telephonic notice by the required time of any proposed Borrowing; provided that such telephonic notice shall be promptly confirmed in writing by delivery of a fully completed and executed Funding Notice to the Administrative Agent on or before the close of business on the date that such telephonic notice is given. In the event of any discrepancy between the telephonic notice and the written Funding Notice, the written Funding Notice shall govern. Promptly upon receipt Principal Office designated by the Administrative Agent Agent. Upon satisfaction or waiver of a Funding Notice in accordance with this paragraphthe conditions precedent specified herein, the Administrative Agent shall notify each Lender make the proceeds of the details thereof and Restatement Effective Date Term Loans available to the Borrower on the Restatement Effective Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by the Administrative Agent from Lenders to be credited to the account of the amount of Borrower at the Principal Office designated by the Administrative Agent or to such Lender’s Loan other account as may be designated in writing to be made as part of the requested BorrowingAdministrative Agent by the Borrower. (iii) Each New Term Loan Lender shall make the principal amount of each its New Term Loan required to be made by it hereunder on any Credit Date available to the Administrative Agent in an amount based on its Pro Rata Share of Borrowings under the Borrowing Notice in accordance with Section 2.02 not later than (i) 2:00 p.m. (New York City time) on such Credit Date if the Funding Notice for the applicable Borrowing is delivered less than one Business Day prior to such Credit Date and (ii) 12:00 p.m. (New York City time) on such Credit Date if the Funding Notice for the applicable Borrowing is delivered at least one Business Day prior to the Credit Increased Amount Date, in each case by wire transfer of same day funds in Dollars, at the Principal Office designated by the Administrative Agent. Upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of the New Term Loans available to the Borrower on such Increased Amount Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by the Administrative Agent from the New Term Loan Lenders to be credited to the account of the Borrower at the Principal Office designated by the Administrative Agent most recently or to such other account as may be designated by it for such purpose by notice in writing to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly remitting the amounts so received, in like funds, to an account of the Borrower specified by the Borrower in the Funding NoticeBorrower.