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. Loans made on any Funding Date (iother than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii) Each Loan shall be or Revolving Loans made as part of a Borrowing consisting of Loans of the same Type made by the Lenders proportionately pursuant to their respective Pro Rata Shares. At the time each Borrowing is made, such Borrowing subsection 3.3B) 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 that a Base Rate Borrowing may . Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $500,000 and multiples of $100,000 in excess of that is equal to the entire unused balance of the aggregate Commitments in effect at such time. (ii) To request a Borrowing, the Borrower amount. Whenever Company desires that Lenders make Revolving Loans it shall deliver to the Administrative Agent a fully completed and duly executed Notice of Borrowing no later than 10:00 A.M. (San Francisco 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 duly executed Notice of Borrowing no later than 12:00 p.m. 10:00 A.M. (New York City San Francisco time) on the proposed Credit Funding Date. 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 NoticeNotice 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 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 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 an 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 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 Company shall have effected Loans or a conversion or continuation, as the case may be, 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. 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 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 make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Revolving Loans made on any Funding Date (iother than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii) Each Loan shall be or Revolving Loans made as part of a Borrowing consisting of Loans of the same Type made by the Lenders proportionately pursuant to their respective Pro Rata Shares. At the time each Borrowing is made, such Borrowing subsection 3.3B) shall be in an aggregate minimum amount of $5,000,000 or an integral multiple and multiples of $1,000,000 in excess of that amount; provided that a Base Rate Borrowing may . Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 and multiples of $500,000 in excess of that is equal to the entire unused balance of the aggregate Commitments in effect at such time. (ii) To request a Borrowing, the Borrower amount. Whenever Company desires that Lenders make Revolving Loans it shall deliver to the Administrative Agent a fully completed and duly executed Notice of Revolving Borrowing no later than 1:00 P.M. (Minneapolis 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 duly executed Notice of Revolving Borrowing no later than 12:00 p.m. 1:00 P.M. (New York City Minneapolis time) on the proposed Credit Funding Date. 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 NoticeNotice of Revolving 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 duly executed Funding Notice of Revolving 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 an 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 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 Company shall have effected Loans or a conversion or continuation, as the case may be, 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 Revolving Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Revolving 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 Revolving 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 Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, 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 make a borrowing or to effect a conversion or continuation in accordance 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 Except pursuant to their respective Pro Rata Shares. At the time 2.2D, each Borrowing is made, such Borrowing shall at all times be in an aggregate a minimum amount of $5,000,000 or an higher integral multiple multiples 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 units of the aggregate Commitments in effect at such timeApplicable Currency. (ii) To request a BorrowingWhenever any Credit Party desires that the Lenders make Loans, the Borrower such Credit Party shall deliver to the Administrative Agent on behalf of the Lenders a fully completed executed and executed Funding delivered Notice of Borrowing (Aa) in the case of LIBOR Rate Loans denominated in Dollars, not later than 11:00 a.m. (New York City time), at least three (3) Business Days in advance of the proposed Credit Date; (b) in the case of LIBOR Rate Loans denominated in an Alternative Currency, not later than 11:00 a.m. (New York City time), at least four (4) Business Days in advance of the proposed Credit Date; or (c) in the case of Base Rate Loans, not later than 11:00 a.m. (New York City time), on the proposed Credit Date. Except as otherwise provided herein, a Eurodollar Notice of Borrowing for LIBOR Rate Loans shall be irrevocable on and after the related Interest Rate Determination Date, and the applicable Credit Party shall be bound to borrow such Loans in accordance therewith. Each Notice of Borrowing shall specify the following information: (a) the Applicable Currency; (b) the aggregate amount (in the Applicable Currency) of such Loans; (c) the Credit Date of such Loans, which shall be a Business Day; (d) whether such Loans are to be Base Rate Loans or LIBOR Rate Loans; (e) in the case of LIBOR Rate Loans, the initial Interest Period to be applicable thereto; and (f) the location and number of the Credit Party’s account, as applicable, to which funds are to be disbursed. (iii) Notice of receipt of each Notice of Borrowing, together with the amount of each Lender’s Pro Rata Share thereof, if any, together with the applicable interest rate, shall be provided by the Administrative Agent to each applicable Lender by facsimile with reasonable promptness, but (provided the Administrative Agent shall have received such notice by 11:00 a.m. (New York City time)) not later than 2:00 p.m. (New York City time) on the same day as the Administrative Agent’s receipt of such Notice of Borrowing from the applicable Credit Party. (iv) Each Lender (or, if appropriate, with respect to Alternative Currency Loans, an Affiliate of such Lender) shall make the amount of its Loan available to the Administrative Agent on the applicable Credit Date by wire transfer: (a) if such Loan is to be made in Dollars, not later than 12:00 p.m. (New York City time), or, if later, not more than one hour after receipt of the Administrative Agent’s delivery of the notice pursuant to clause (iii) three Business Days before above, in same day funds in Dollars at the proposed Credit Date or Funding and Payment Office; or (Bb) if such Loan is to be made in the case of a Base Rate Borrowingan Alternative Currency, not later than 12:00 p.m. (New York City London, England time), in such Alternative Currency (in such funds as may then be customary for the settlement of international transactions in such Alternative Currency) on at the proposed Credit Date. In lieu Funding and Payment Office. (v) Except as provided herein, upon satisfaction or waiver 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 conditions precedent specified in writing by delivery of a fully completed Section 3.1 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 paragraphSection 3.2, the Administrative Agent shall notify each Lender of make the details thereof and of the amount proceeds 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 Loans available to the Administrative Agent not later than (i) 2:00 p.m. (New York City time) applicable Credit Party 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 causing an amount of same day funds in Dollars the Applicable Currency equal to the proceeds of all such Loans received by the Administrative Agent from the Lenders to be credited to the account of the applicable Credit Party at the Funding and Payment Office or such other account as may be designated in writing to 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 NoticeCredit Parties.

Borrowing Mechanics. (i) Each Loan shall be Loans made as part of a Borrowing consisting of Base Rate Loans of the same Type on any Funding Date (other than Revolving Loans made by the Lenders proportionately pursuant to their respective Pro Rata Shares. At the time each Borrowing is made, such Borrowing subsection 3.3B) 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 amount; provided that . Loans made on any Funding Date as Eurodollar Rate Loans with a Base Rate Borrowing may particular Interest Period shall be in an aggregate minimum amount of $2,000,000 and integral multiples of $500,000 in excess of that is equal to the entire unused balance of the aggregate Commitments in effect at such time. (ii) To request a Borrowing, the Borrower amount. Whenever Company desires that Lenders make Loans it shall deliver to the Administrative Agent a fully completed and duly 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 Loan) or no 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. 1:00 P.M. (New York City time) on the proposed Credit DateFunding Date (in the case of a Base Rate Loan). 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 NoticeNotice 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 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 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 an 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 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 Company shall have effected Loans or a conversion or continuation, as the case may be, 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. 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 and Company shall be bound to make a borrowing in accordance therewith.

Borrowing Mechanics. (i) Each Loan shall be Advances 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 Five Million Dollars ($5,000,000 or an integral multiple 5,000,000.00). Whenever Borrower desires that Lenders make Advances, it shall deliver to Agent a Notice of $1,000,000 Borrowing no later than 10:00 A.M. (New York time) at least three Business Days 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 advance of the aggregate Commitments in effect at such time. proposed Funding Date. Each Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) To request a Borrowingthe amount of the Advances requested, (iii) the Borrower account to which the Advances shall deliver to be wired, and (iv) that no other Funding Date shall have occurred within 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 30 days immediately preceding 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 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 BorrowingAdvances under this Section 2.1.2; provided provided, however, 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 Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice is given. In the event referred to above that Agent believes in good faith to have been given by a duly authorized officer or other Person authorized to borrow on behalf of any discrepancy between the telephonic notice Borrower or for otherwise acting in good faith under this Section 2.1.2, and the written Funding Notice, the written Funding Notice shall govern. Promptly upon receipt funding of Advances by the Administrative Agent of a Funding Notice Lenders in accordance with this paragraph, the Administrative Agent Agreement pursuant to any such telephonic notice Borrower shall have effected Advances hereunder. Borrower 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. Agent (iiiwho shall notify Lenders) 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 Advances 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 Advances 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.

Borrowing Mechanics. Except for Revolving Loans made on the Closing Date, 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 150,000 and integral multiple multiples of $1,000,000 50,000 in excess of that amount; provided that Revolving Loans made on any Funding Date as LIBOR Loans with a Base Rate Borrowing may particular Interest Period shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that is equal to the entire unused balance amount. Any Swing Line Loan made on any Funding Date shall be in a minimum amount of the aggregate Commitments $100,000 and integral multiples of $50,000 in effect at such time. (ii) To request a Borrowing, the excess of that amount. Whenever Borrower desires that Lenders make Revolving Loans it 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. 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 at least one Business Day in advance of the proposed Funding Date (B) in the case of a Base Rate BorrowingLoan). Whenever Borrower desires that Swing Line Lender make a Swing Line Loan, not it shall deliver a Notice of Borrowing to Administrative Agent 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 not made on the Closing Date, whether such Loans shall be Base Rate Loans or LIBOR Loans, (v) in the case of any Loans requested to be made as LIBOR Loans, the initial Interest Period requested therefore, and (vi) information about the account of Borrower 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 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 notice was given. 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 a duly authorized 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, and upon funding of Revolving Loans by Lenders in accordance with this paragraph, the Agreement pursuant to any such telephonic notice Borrower shall have effected Revolving Loans 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 Revolving 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 Revolving Loans shall constitute a re-certification by Borrower, as of the applicable Funding Date, as to the account matters to which Borrower is 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 Borrower 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. Tranche A Term Loans (i) Each Loan shall be other than Sterling Loans), Tranche B Term Loans or Tranche C Term Loans 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 and integral multiple multiples of $1,000,000 500,000 in excess of that amount, and Sterling Loans made on the Closing Date with a particular Interest Period shall be in an aggregate minimum amount of (pounds)5,000,000 and integral multiples of (pounds)500,000 in excess of that amount; provided provided, that a Base Rate Borrowing no more than one Sterling Loan of each U.K. Borrower may be in an aggregate minimum amount of (pounds)5,000,000 and any amount in excess thereof. Revolving Loans (other than Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(v) for the purpose of repaying any Refunded 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) 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. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount. Whenever a Borrower desires that Lenders make 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 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. 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 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. 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 (other than Sterling Loans) made on the Closing Date, that such Loans shall be Base Rate Loans, (iv) in the case of Delayed-Draw Term Loans and Revolving Loans not made on the Closing Date, whether such Loans shall be Base Rate Loans or LIBOR Loans, and (v) 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 subsection 2.2D; provided, that Sterling Loans may not be converted into Base Rate Loans. In lieu of delivering the above-described Notice of Borrowing, a Funding Notice, 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 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 any 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 a duly authorized officer or other person authorized to borrow on behalf of a Funding Notice such Borrower or for otherwise acting in good faith under this subsection 2.1B, and upon funding of Loans by Lenders in accordance with this paragraph, Agreement pursuant to any such telephonic notice the applicable Borrower shall have effected Loans hereunder. Each 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 such 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 of same day funds in Dollars to the account such Borrower 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 receivedBorrowers, in like funds, to an account as of the Borrower specified by the Borrower applicable Funding Date, as to matters to which Borrowers are required to certify in the Funding Noticeapplicable Notice of Borrowing.

Borrowing Mechanics. On each occasion occurring prior to the date ten (i10) Each Business Days prior to the 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 Delayed-Draw Term Loan borrowing, if any) that either (x) the aggregate principal amount of Revolving Loans equals or exceeds $20,000,000 (or the remaining amount of the same Type made by Delayed-Draw Term Loan Committed Amount, if less) or (y) the Lenders proportionately Borrower delivers to their respective Pro Rata Shares. At the time each Administrative Agent a Delayed-Draw Term Loan Borrowing is made, such Borrowing shall be in an aggregate minimum amount Request for a Delayed-Draw Term Loan of at least $5,000,000 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 amount that is equal to the entire unused balance of the aggregate Commitments in effect at such time. (ii) To request a Borrowingthereof), the Borrower shall deliver be deemed to the Administrative Agent have requested a fully completed and executed Funding Notice Delayed-Draw Term Loan borrowing (which request shall be irrevocable) to refinance such Revolving Loans (A) in an aggregate principal amount equal to the case of a Eurodollar Rate BorrowingRevolving Loans outstanding on the date such borrowing request is deemed to have been made, 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) 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 "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 Delayed-Draw Term Loan pursuant to this Section 2.3(b)(i), in like fundsspecifying the aggregate principal amount of such Delayed-Draw Term Loan, whether such 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 Delayed-Draw Term Loan which each such Lender is required to an account of the Borrower specified by the Borrower in the Funding Noticepurchase.

Borrowing Mechanics. (i) Each Loan shall be Term Loans or Revolving Loans made as part of Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to a Borrowing consisting of request by Swing Line Lender pursuant to subsection 2.1A(iii) or Revolving Loans of the same Type made by the Lenders proportionately pursuant to their respective Pro Rata Shares. At the time each Borrowing is made, such Borrowing subsection 3.3B) shall be in an aggregate minimum amount of $5,000,000 or an integral multiple 1,000,000 and multiples of $1,000,000 500,000 in excess of that amount; provided that . Term Loans or Revolving Loans made on any Funding Date as 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 $500,000 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 $500,000 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 Term Loans or Revolving Loans it shall deliver to the Administrative Agent a fully completed duly executed Notice of Borrowing no later than 10:00 a.m. (New York City time) (x) in the case of the initial funding, at least one Business Day in advance of the proposed Funding Date and executed (y) in the case of all other fundings, 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 Swing Line Lender at the Swing Line Funding and Payment Office 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 and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Funding NoticeNotice of Borrowing, the Borrower Company may give the Administrative Agent (or in the case of Swing Line Loans, Swing Line Lender and Administrative Agent), as applicable, 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 (or Swing Line Lender in the case of Swing Line Loans) on or before the close of business on the date that such applicable Funding Date. Neither Administrative Agent nor any Lender (including Swing Line 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 (or Swing Line Lender, as applicable) believes in good faith to have been given by an 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 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 Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent shall notify each (or, in the case of Swing Line Loans, Swing Line Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. (iiiAdministrative Agent) 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. 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 and Company shall be bound to make a borrowing in accordance 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 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. (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 at all times 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 time5,000,000. (ii) To request a Borrowing, the The Borrower shall deliver to Administrative Agent on behalf of the Lenders a fully executed Notice of Borrowing (a) if any portion of the Loans initially will consist of LIBOR Rate Loans, not later than 11:00 a.m. (New York City time), at least three (3) Business Days in advance of the proposed Credit Date; or (b) otherwise, not later than 11:00 a.m. (New York City time), on the proposed Credit Date. Except as otherwise provided herein, the Notice of Borrowing for LIBOR Rate Loans shall be irrevocable on and after the initial Interest Rate Determination Date, and the Borrower shall be bound to borrow such Loans in accordance therewith. The Notice of Borrowing shall specify the following information: (a) the aggregate amount of such Loans; (b) the Credit Date, which shall be a Business Day; (c) whether the Loans initially are to be Base Rate Loans or LIBOR Rate Loans or a combination thereof; and (d) the location and number of the Borrower’s account to which funds are to be disbursed. (iii) Notice of receipt of the Notice of Borrowing, together with the amount of each Lender’s Pro Rata Share thereof, together with the applicable interest rate, shall be provided by the Administrative Agent a fully completed and executed Funding to each Lender by facsimile with reasonable promptness, but (provided the Administrative Agent shall have received such notice by 11:00 a.m. (New York City time)) not later than 2:00 p.m. (New York City time) on the same day as the Administrative Agent’s receipt of the Notice of Borrowing from the Borrower. (Aiv) in Each Lender shall make the case amount of a Eurodollar Rate Borrowing, its Loan available to the Administrative Agent on the Credit Date by wire transfer 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 Borrowingor, if later, not later more than 12:00 p.m. (New York City time) on the proposed Credit Date. In lieu one hour after receipt 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 Agent’s delivery of a fully completed the notice pursuant to clause (iii) above, in same day funds in Dollars at the Funding and executed Funding Notice to Payment Office. (v) Except as provided herein, upon satisfaction or waiver of 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 conditions precedent specified in Section 3.1 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 paragraphSection 3.2, the Administrative Agent shall notify each Lender make the proceeds 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 on the Credit Date by promptly remitting causing an amount of same day funds equal to the amounts so received, in like funds, to an account proceeds of the Borrower specified all such Loans received by the Borrower Administrative Agent from the Lenders to be credited to the account referred to in the Funding NoticeSection 2.1B(ii)(d).

Borrowing Mechanics. (i) Each Loan shall be Revolving 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 integral multiple of $1,000,000 in excess of 1,500,000. Whenever Company desires 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 Lenders make Revolving Loans it shall deliver to the Administrative Agent a fully completed and executed Notice of Borrowing no later than 12:00 Noon (New York 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 Borrowing, not later than 12:00 p.m. Loan). The Notice of Borrowing shall specify (New York City timei) on the proposed Credit DateFunding Date (which shall be a Business Day), (ii) the amount of Loans requested, (iii) whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, (iv) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor, (v) whether such Loans are for the purpose of the purchase or the modification of an Eligible Aircraft and (vi) the identification of the Related Aircraft. Revolving Loans and Term 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 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. 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 make a borrowing in accordance therewith.

Borrowing Mechanics. Revolving Loans made on any Funding Date (iother than Revolving Loans made pursuant to subsection 3.3B) 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 1,000,000 and multiples of $1,000,000 500,000 in excess of that amount; provided that Revolving Loans made on any Funding Date as Eurodollar Rate Loans with a Base Rate Borrowing may particular Interest Period shall be (i) if denominated in U.S. Dollars, in an aggregate minimum amount of $2,000,000 and multiples of $250,000 in excess of that is amount or (ii) if denominated in an Approved Foreign Currency, in an aggregate minimum amount equal to the entire unused balance Approved Foreign Currency equivalent of the aggregate Commitments $2,000,000 and multiples of approximately $250,000 in effect at such time. (ii) To request a Borrowingexcess of that amount. Whenever Borrower desires that Lenders make Revolving Loans, the Borrower shall deliver to the Administrative Agent a fully completed and executed Notice of Borrowing no later than 12:00 noon (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 BorrowingLoan denominated in U.S. Dollars), not later than 12:00 p.m. (New York City time) three Business Days before on the proposed Credit Funding Date or (B) in the case of a Base Rate BorrowingLoan), not later than 12:00 p.m. (New York City time) on or at least four Business Days in advance of the proposed Credit DateFunding Date (in the case of a Eurodollar Rate Loan denominated in an Approved Foreign Currency). 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 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 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 Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice is given. In referred to above that Agent believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Daily Funding Lender and/or Lenders, and upon conversion or continuation of the event of applicable basis for determining the interest rate with respect to any discrepancy between the telephonic notice and the written Funding NoticeLoans pursuant to subsection 2.2D, the written Funding Notice shall govern. Promptly upon receipt by the Administrative Agent of a Funding Notice 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 Administrative Agent case may be, hereunder. Borrower 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 2.1C, 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 Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. (i) Each Loan shall be Revolving 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 200,000 and integral multiple multiples of $1,000,000 100,000 in excess of that amount (or, if the amount of the Revolving Loan Commitments unfunded and available for borrowing is less than such aggregate minimum amount, an amount equal to the amount of the Revolving Loan Commitments unfunded and available for borrowing); provided that Revolving Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $500,000 and integral multiples of $200,000 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 Borrowing, the Borrower Lenders make Revolving Loans they shall deliver to the Administrative Agent a fully completed and executed Notice of Borrowing no later than 10:00 A.M. (Chicago 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 Borrowing, not later than 12:00 p.m. (New York City time) on Loan). Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the proposed Credit Date. manner provided in subsection 2.2D. In lieu of delivering a Funding NoticeNotice 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 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 any 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 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 Revolving Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans pursuant to subsection 2.2D, in each case in accordance with this paragraphAgreement, pursuant to any such telephonic notice Borrowers shall have effected Revolving Loans or a conversion or continuation thereof, as the case may be. 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 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 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 Borrowers are 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 Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrowers shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith. Notwithstanding the foregoing provisions of this subsection 2.1B, no Eurodollar Rate Loans may be made and no Base Rate Loan may be converted into a Eurodollar Rate Loan until the third Business Day after the Closing Date.

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 Xxxxxx’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 Xxxxxxxx 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 Xxxxxx(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 Xxxxxxxx in the Funding Noticesaid Borrowing Request.

Borrowing Mechanics. (i) Each Loan Loans 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 2,000,000 and integral multiple multiples 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 , or, if the entire unused balance of the aggregate remaining total Commitments in effect at are less than $2,000,000 or $1,000,000, as applicable, such timeremaining amount. (ii) To request Subject to Section 3.3 (Notices), whenever Borrower desires that a BorrowingLoan be extended to Borrower, the Borrower shall deliver to the Administrative Agent a fully completed executed and executed delivered Funding Notice no later than (A) in the case of a Eurodollar Rate Borrowing, not later than 12:00 p.m. (New York City time) at least three (3) Business Days before in advance of the proposed Credit Date or in the case of a LIBO Rate Loan, and (B) 10:00 am (New York City time) on the proposed Credit Date in the case of a Base Rate BorrowingLoan. Except as otherwise provided herein, a Funding Notice for a LIBO Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to make a borrowing in accordance therewith. (iii) Notice of receipt of each Funding Notice in respect of a Loan, together with the applicable interest rate, shall be provided by Administrative Agent to each Lender in accordance with Section 9.1(b)(i) (Electronic Communications) with reasonable promptness, but (provided that Administrative Agent shall have received such notice by 10:00 a.m. (New York City time)) 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 same day as 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 Agent’s 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 BorrowingNotice from Borrower. (iiiiv) Each Lender shall make its share of the principal amount of each the 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 immediately available funds in Dollars to at the account Principal Office of Administrative Agent. Except as provided herein, upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent most recently designated by it for such purpose by notice to shall make the Lenders. The Administrative Agent will make proceeds of such Loans available to Borrower on the Borrower applicable Credit Date by promptly remitting causing an amount of immediately available funds equal to the amounts so received, proceeds of all such Loans received by Administrative Agent from the Lenders to be (x) paid to Borrower’s account specified in like funds, the Funding Notice or (y) paid directly to an the applicable payee’s account of the Borrower as specified by the Borrower in the Funding Notice. (v) Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of Borrower to repay such Loan in accordance with the terms of this Agreement; and provided further that, for the avoidance of doubt, each Lender exercising such option shall continue to be required to comply with its obligations under Section 2.18 (Obligation To Mitigate).

Borrowing Mechanics. (i) Each Loan shall be 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 200,000 and integral multiple multiples of $1,000,000 100,000 in excess of that amount (or, if the amount of the Commitments unfunded and available for borrowing is less than such aggregate minimum amount, an amount equal to the amount of the Commitments unfunded and available for borrowing); provided that Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $500,000 and integral multiples of $200,000 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 Borrowing, the Borrower Lenders make Loans they shall deliver to the Administrative Agent a fully completed and executed Notice of Borrowing no later than 10:00 A.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 Borrowing, not later than 12:00 p.m. (New York City time) on Loan). Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the proposed Credit Date. manner provided in subsection 2.2D. In lieu of delivering a Funding NoticeNotice 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 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 any 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 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 Borrowers shall have effected Loans or a conversion or continuation, as the case may be, of 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 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 Date, in each case and the acceptance by wire transfer Borrowers of same day funds in Dollars the proceeds of any Loans shall constitute a re-certification by Borrowers, 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 Borrowers are 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 Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrowers shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith. Notwithstanding the foregoing provisions of this subsection 2.1B, no Eurodollar Rate Loans may be made and no Base Rate Loan may be converted into a Eurodollar Rate Loan until the third Business Day after the Closing Date.

Borrowing Mechanics. (i) Each Loan shall be Loans made as part of a Borrowing consisting of Base Rate 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 Closing Date shall be in an aggregate minimum amount of $5,000,000 or an integral multiple 1,000,000 and multiples of $1,000,000 500,000 in excess of that amount; provided that . Loans made as 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 $500,000 in excess of that is equal to the entire unused balance of the aggregate Commitments in effect at such time. (ii) To request a Borrowing, the Borrower amount. Company 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. 10:00 a.m. (New York City time) three at least one Business Days before Day in advance of the proposed Credit Date Closing Date. Loans may be continued as or (B) converted into Base Rate Loans and Eurodollar Rate Loans in the case of a Base Rate Borrowing, not later than 12:00 p.m. (New York City time) on the proposed Credit Date. manner provided in subsection 2.2D. In lieu of delivering a Funding NoticeNotice of Borrowing, the Borrower Company may give the Administrative Agent Agent, as applicable, 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 Closing 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 an 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 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 Company shall have effected Loans or a conversion or continuation, as the case may be, 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 Closing 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 Closing 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. 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 and Company shall be bound to make a borrowing in accordance therewith.

Borrowing Mechanics. Loans made on any Funding Date (iother than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv) Each Loan shall be or Revolving Loans made as part of a Borrowing consisting of Loans of the same Type made by the Lenders proportionately pursuant to their respective Pro Rata Shares. At the time each Borrowing is made, such Borrowing subsection 3.3B) shall be in an aggregate minimum amount of $5,000,000 or an integral multiple 1,000,000 and multiples of $1,000,000 100,000 in excess of that amount; provided that a Base Loans made as Eurodollar Rate Borrowing may Loans shall be in an aggregate minimum amount of $2,000,000 and multiples of $100,000 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 $500,000 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 Term Loans or Revolving Loans it shall deliver to the Administrative Agent a fully completed and duly executed Notice of Borrowing no later than 11:00 a.m. (San Francisco 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 duly executed Notice of Borrowing no later than 12:00 p.m. noon (New York City San Francisco time) on the proposed Credit Funding Date. 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 NoticeNotice 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 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 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 an Responsible 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 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 Company shall have effected Loans or a conversion or continuation, as the case may be, 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 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 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 make a borrowing or to effect a conversion or continuation in accordance therewith. Notwithstanding the foregoing provisions of this subsection 2.1B, if Administrative Agent receives a duly executed Notice of Borrowing at least three Business Days in advance of the Closing Date, all Loans made on the Closing Date shall be Eurodollar Rate Loans. If Administrative Agent most recently designated does not receive a duly executed Notice of Borrowing at least three Business Days in advance of the Closing Date, all Loans made on the Closing Date shall be Base Rate Loans that may not be converted into a Eurodollar Rate Loan until the earlier of the fifteenth day after the Closing Date and the date specified by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to Company on which the Borrower by promptly remitting the amounts so received, in like funds, to an account primary syndication of the Borrower specified by the Borrower in the Funding NoticeLoans has been completed.

Borrowing Mechanics. Loans made on any Funding Date (iother than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iii) Each Loan shall be or Revolving Loans made as part of a Borrowing consisting of Loans of the same Type made by the Lenders proportionately pursuant to their respective Pro Rata Shares. At the time each Borrowing is made, such Borrowing subsection 3.3B) 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 that Loans made as 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 $100,000 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 $500,000 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 Term Loans or Revolving Loans it shall deliver to the Administrative Agent a fully completed and duly executed Notice of Borrowing no later than 12:00 Noon (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 duly executed Notice of Borrowing no later than 12:00 p.m. 11:00 A.M. (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 and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Funding NoticeNotice 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 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 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 an 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 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 Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. 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 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 make a borrowing or to effect a conversion or continuation in accordance therewith. Notwithstanding the foregoing provisions of this subsection 2.1B, no Eurodollar Rate Loans may be made and no Base Rate Loan may be converted into a Eurodollar Rate Loan until the earlier of the fifteenth Business Day after the Closing Date and the date specified by Administrative Agent shall notify each Lender to Company on which the primary syndication of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested BorrowingLoans has been completed. (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 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 integral multiple __________ and multiples of $1,000,000 __________ in excess of that amount; provided . Whenever Company 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 Notice of Borrowing no later than 10:00 a.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 Borrowing, not later than 12:00 p.m. (New York City time) on Loan). Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the proposed Credit Datemanner provided in subsection 2.2(d). In lieu of delivering a Funding NoticeNotice of Borrowing, the Borrower Company may give the Administrative Agent telephonic notice by the required time of any proposed Borrowingborrowing under this subsection 2.1(b); 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 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 an Officer or other person authorized to borrow on behalf of a Funding Notice Company or for otherwise acting in good faith under this subsection 2.1(b) or under subsection 2.2(d), and upon funding of Loans by Xxxxxxx, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2(d), in each case in accordance with this paragraphAgreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, 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. Except as otherwise provided in subsections 2.6(b), 2.6(c) and 2.6(g), a Notice of Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, 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 make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. (i) Each Loan shall be Borrowing Notices and Amounts Loans made as part of on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a Borrowing consisting of request by Swing Line Lender pursuant to Section 2.1(a)(iii) or Revolving Loans of the same Type made by the Lenders proportionately pursuant to their respective Pro Rata Shares. At the time each Borrowing is made, such Borrowing Section 10.3(b)) 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 that a Base Rate Borrowing may . Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $100,000 and multiples of $100,000 in excess of that is equal to amount. Whenever Company desires that the entire unused balance of the aggregate Commitments in effect at such time. (ii) To request a BorrowingLenders make Term Loans or Revolving Loans, the Borrower Company 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 U.S. Government Securities Business Days before in advance of the proposed Credit Funding Date (in the case of a SOFR 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 Company shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 12:00 p.m. 11:00 A.M. (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 and SOFR Loans in the manner provided in Section 2.2(d). In lieu of delivering a Funding NoticeNotice of Borrowing, the Borrower Company may give the Administrative Agent telephonic notice by the required time of any for the proposed Borrowingborrowing under this Section 2.1(b); 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. (ii) Telephonic Notice 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 an Officer or other Person authorized to borrow on behalf of a Funding Notice Company or for otherwise acting in good faith under this Section 2.1(b) or under Section 2.2(d), and upon funding of Loans by Xxxxxxx, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to Section 2.2(d), in each case in accordance with this paragraphAgreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation thereof, as 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 Borrowingcase may be, hereunder. (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 Term Loans or Revolving Loans made as part of Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to a Borrowing consisting of request by Swing Line Lender pursuant to subsection 2.1A(iii) or Revolving Loans of the same Type made by the Lenders proportionately pursuant to their respective Pro Rata Shares. At the time each Borrowing is made, such Borrowing subsection 3.3B) shall be in an aggregate minimum amount of $5,000,000 or an integral multiple 1,000,000 and multiples of $1,000,000 500,000 in excess of that amount; provided that . Term Loans or Revolving Loans made on any Funding Date as 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 $500,000 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 $500,000 and multiples of $100,000 in effect at such time. (ii) To request a Borrowingexcess of that amount. Whenever Company desires that Lenders make Term Loans or Revolving Loans, the Borrower it shall deliver to the Administrative Agent a fully completed and duly executed Notice of Borrowing no later than 11:00 A.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 Swing Line Lender at the Swing Line Funding and Payment Office 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 or 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 NoticeNotice of Borrowing, the Borrower Company may give the Administrative Agent (or in the case of Swing Line Loans, Swing Line Lender and 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 (or Swing Line Lender and Administrative Agent in the case of Swing Line Loans) on or before the close of business on the date that such applicable Funding Date. Neither Administrative Agent nor any Lender (including Swing Line 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 (or Swing Line Lender and Administrative Agent, as applicable) believes in good faith to have been given by an 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 or under subsection 2.2D. 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, Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent shall notify each (or, in the case of Swing Line Loans, Swing Line Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. (iiiAdministrative Agent) 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 Borrowing. 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 and Company shall be bound to make a borrowing in accordance therewith. Notwithstanding the foregoing provisions of this subsection 2.1B, no Eurodollar Rate Loans with an Interest Period longer than one month may be made and no Base Rate Loan may be converted into a Eurodollar Rate Loan with an Interest Period longer than one month until the earlier of the 90th day after the Closing Date and the date specified by Administrative Agent most recently designated by it for such purpose by notice to Company on which 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 primary syndication of the Borrower specified by Loans has been completed, with the Borrower first such Interest Period to begin not sooner than three Business Days (nor later than five Business Days) after the Closing Date and with any subsequent Interest Periods to begin on the last day of the prior one-month Interest Period theretofore in the Funding Noticeeffect.

Borrowing Mechanics. Loans (i) Each Loan shall be including any Loans made as part Eurodollar Rate Loans with a particular Interest Period) made on any Funding Date (other than Loans made pursuant to Section 3.3B for the purpose of reimbursing the applicable Issuing Bank for the amount of a Borrowing consisting drawing or payment 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 the 44 CREDIT AGREEMENT Borrowing Minimum and integral multiple multiples of $1,000,000 the Borrowing Multiple 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 Notice of Borrowing not later than 1:00 p.m. (New York time) on the proposed Funding Date; provided, that, in the case of any Loan requested as a Eurodollar Rate Loan, the Borrower shall deliver such Notice of Borrowing not later than 1:00 p.m. (New York time), at least three Business Days in advance of the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and executed Funding Notice Type of Loans requested, (Aiii) in the case of a any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested, and (iv) remittance instructions applicable for the Loans requested. Loans may be continued as or converted into Base Rate Loans or Eurodollar Rate Loans in the manner provided in Section 2.2D. The Administrative Agent shall be entitled to rely upon, and shall be fully protected in relying upon, any Notice of Borrowing, not later than 12:00 p.m. (New York City time) three Business Days before the proposed Credit Date Notice of Conversion/Continuation 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 similar 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 believed 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 Lendersgenuine. The Administrative Agent will make may assume that each Person executing and delivering such Loans available a notice was duly authorized, unless the responsible individual acting thereon for the Administrative Agent has actual knowledge to the contrary. The Borrower by promptly remitting shall notify the amounts so received, Administrative Agent prior to the funding of any Loans in like funds, to an account the event that any of the matters to which the Borrower specified is required to certify in the applicable Notice of Borrowing are no longer true and correct as of the applicable Funding Date, and the acceptance by the Borrower of the proceeds of any Loans shall constitute a re-certification by the Borrower, as of the applicable Funding Date, as to the matters to which the Borrower is required to certify in the Funding Noticeapplicable Notice of Borrowing. Except as otherwise provided in Sections 2.6B, 2.6C, 2.6D and 2.6G, a Notice of Borrowing for any Loan shall be irrevocable and the Borrower shall be bound to make a borrowing in accordance therewith.

Borrowing Mechanics. (i) Each Loan shall be Term Loans or Revolving Loans made as part of Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to a Borrowing consisting of request by Swing Line Lender pursuant to subsection 2.1A(iii) or Revolving Loans of the same Type made by the Lenders proportionately pursuant to their respective Pro Rata Shares. At the time each Borrowing is made, such Borrowing subsection 3.3B) shall be in an aggregate minimum amount of $5,000,000 or an integral multiple 1,000,000 and multiples of $1,000,000 100,000 in excess of that amount; provided that . Term Loans or Revolving Loans made on any Funding Date as Eurodollar Rate Loans with a Base Rate Borrowing may particular Interest Period shall be in an aggregate minimum amount of $2,000,000 and multiples of $100,000 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 $500,000 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 Term Loans or Revolving Loans it shall deliver to the Administrative Agent a fully completed and duly executed Notice of Borrowing no later than 11:00 A.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 Swing Line Lender at the Swing Line Funding and Payment Office 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 and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Funding NoticeNotice of Borrowing, the Borrower Company may give the Administrative Agent (or in the case of Swing Line Loans, Swing Line Lender and Administrative Agent), as applicable, 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 (or Swing Line Lender in the case of Swing Line Loans) on or before the close of business on the date that such applicable Funding Date. Neither Administrative Agent nor any Lender (including Swing Line 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 (or Swing Line Lender, as applicable) believes in good faith to have been given by an 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 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 Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent shall notify each (or in the case of Swing Line Loans, Swing Line Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. (iiiAdministrative Agent) 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. 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 and Company shall be bound to make a borrowing in accordance therewith.

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(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 250,000 and integral multiple multiples of $1,000,000 100,000 in excess of that amount; provided that Term -------- Loans or Revolving Loans made on any Funding Date as Eurodollar Rate Loans with a Base Rate Borrowing may particular Interest Period shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 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 $500,000 and integral multiples of S250,000 in effect at such time. (ii) To request a Borrowing, the Borrower excess of that amount. Whenever Company desires that Lenders make Term Loans or Revolving Loans it shall deliver to the Administrative Agent a fully completed and executed Notice of Borrowing no later than 10:00 A.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. 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 Closing Date or within a period of 30 days after the Closing Date, that such Loans shall be Base Rate Loans unless approved by Administrative Agent, (iv) in the case of Revolving Loans not made on the Closing Date or within a period of 30 days after the Closing Date, 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 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. 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 make a borrowing in accordance therewith.

Borrowing Mechanics. (i) 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 100,000 and integral multiple multiples of $1,000,000 100,000 in excess of that such amount; provided that a Base Rate Borrowing may . SOFR Loans made on any Funding Date shall be in an aggregate minimum amount that is equal to the entire unused balance of the aggregate Commitments $500,000 and integral multiples of $100,000 in effect at excess of such timeamount. (ii) To request On any day when any Borrower desires a BorrowingRevolving Advance, the Borrower such Borrower, through Borrowing Agent, shall deliver to the Administrative give Agent a fully completed and executed Funding Notice (A) in the case written or telephonic notice 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 borrowing by 2:00 p.m. (New York City time) on the proposed Credit Date. In lieu Funding Date of delivering a Base Rate Loan or three (3) Business Days in advance of the Funding NoticeDate of a SOFR Loan, the Borrower may give the Administrative Agent telephonic notice by the required time of any proposed Borrowing; provided that such telephonic which notice shall specify the proposed Funding Date (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 NoticeBusiness Day), 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 Loan requested, whether such Lender’s Loan borrowing shall consist of Base Rate Loans or SOFR Loans, and, for SOFR Loans, the Interest Period applicable thereto. Neither Agent nor any Lender shall incur any liability to any Borrower for acting upon any telephonic notice or a Notice of Borrowing which Agent believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of such Borrower or for otherwise acting in good faith under this Section 2.1(c). Neither Agent nor any Lender will be made as part required to make any advance pursuant to any telephonic or written notice or a Notice of Borrowing, unless all of the requested Borrowing. (iii) Each Lender shall make applicable terms and conditions set forth in Section 3 have been satisfied and Agent has received the principal amount of each Loan most recent Compliance Certificate and all other documents required to be made under Section 5 and the Reporting Rider 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 the date of such Credit Date if the Funding Notice for the applicable Borrowing is delivered less than one Business Day prior to such Credit Date and funding request. (iiiii) 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 Each Revolving Advance shall be deposited by wire transfer of same day in immediately available funds in Dollars such account as Borrowing Agent may from time to the account time designate to Agent in writing. Borrowers’ failure to pay when due any amount required to be paid under this Agreement or any of the Administrative Agent most recently designated other Loan Documents as principal, Lender Letter of Credit reimbursement obligation, accrued interest, fees, compensation or any other amounts 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 Agent’s books and records), such principal, Lender Letter of Credit reimbursement obligation, accrued interest, fees, compensation or any other amounts. Agent shall notify the Borrowers in writing promptly following the funding of any such Revolving Advance described in the immediately preceding sentence.

Borrowing Mechanics. (i) Each Loan Loans 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 2,000,000 and integral multiple multiples 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 , or, if the entire unused balance of the aggregate remaining total Commitments in effect at are less than $2,000,000 or $1,000,000, as applicable, such timeremaining amount. (ii) To request Subject to Section 3.3 (Notices), whenever Borrower desires that a BorrowingLoan be extended to Borrower, the Borrower shall deliver to the Administrative Agent a fully completed executed and executed delivered Funding Notice no later than (A) in the case of a Eurodollar Rate Borrowing, not later than 12:00 p.m. (New York City time) at least three (3) Business Days before in advance of the proposed Credit Date or in the case of a LIBO Rate Loan, and (B) 10:00 am (New York City time) on the proposed Credit Date in the case of a Base Rate BorrowingLoan. Except as otherwise provided herein, a Funding Notice for a LIBO Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to make a borrowing in accordance therewith. (iii) Notice of receipt of each Funding Notice in respect of a Loan, together with the applicable interest rate, shall be provided by Administrative Agent to each Lender in accordance with Section 9.1(b)(i) (Electronic Communications) with reasonable promptness, but (provided that Administrative Agent shall have received such notice by 10:00 a.m. (New York City time)) 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 same day as 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 Agent’s 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 BorrowingNotice from Borrower. (iiiiv) Each Lender shall make its Pro Rata Share of the principal amount of each the 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 immediately available funds in Dollars to at the account Principal Office of Administrative Agent. Except as provided herein, upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent most recently designated by it for such purpose by notice to shall make the Lenders. The Administrative Agent will make proceeds of such Loans available to Borrower on the Borrower applicable Credit Date by promptly remitting causing an amount of immediately available funds equal to the amounts so received, proceeds of all such Loans received by Administrative Agent from the Lenders to be (x) paid to Borrower’s account specified in like funds, the Funding Notice or (y) paid directly to an the applicable payee’s account of the Borrower as specified by the Borrower in the Funding Notice. (v) Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of Borrower to repay such Loan in accordance with the terms of this Agreement; and provided further that, for the avoidance of doubt, each Lender exercising such option shall continue to be required to comply with its obligations under Section 2.18 (Obligation To Mitigate).

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 Xxxxxxxx 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 Xxxxxxxx. (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. (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 250,000 and integral multiple multiples of $1,000,000 50,000 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, Borrowing Agent shall give Agent written or telephonic notice of 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 proposed borrowing by 1:00 p.m. (New York City time) three Business Days before time on the proposed Credit Funding Date or (B) in the case of a Base Rate BorrowingLoan and three (3) Business Days in advance of the Funding Date of a LIBOR Loan, not later than 12:00 p.m. (New York City time) on which notice shall specify the proposed Credit Date. In lieu Funding Date (which shall be a Business Day), whether such Loans shall consist of delivering a Funding NoticeBase Rate Loans or LIBOR Loans, and, for LIBOR Loans, the Borrower may give the Administrative Agent telephonic notice by the required time of any proposed Borrowing; provided that Interest Period applicable thereto. Any such telephonic notice shall be promptly confirmed with a Notice of Borrowing on the same day as such request. Neither Agent nor any Lender shall incur any liability to any Loan Party 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 any Borrower or for otherwise acting in good faith under this subsection 2.1(D). Neither Agent nor any 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 1:00 p.m. New York City time on the date that of such telephonic notice is givenfunding request. In the event Each Advance shall be deposited by wire transfer in immediately available funds in such account as Borrowing Agent may from time to time designate to 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 other Loan Documents as principal, Lender Letter of Credit reimbursement obligation, accrued interest, fees, compensation or any other amounts shall be deemed irrevocably to be an automatic request by Borrowing Agent most recently designated by it on behalf of 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 Agent's books and records), such principal, Lender Letter of Credit reimbursement obligation, accrued interest, fees, compensation or any other amounts.

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. Loans (i) Each Loan shall be including any Loans made as part Eurodollar Loans) made on any Funding Date (other than Loans made pursuant to Section 3.3C for the purpose of reimbursing the applicable Issuing Bank for the amount of a Borrowing consisting drawing or payment 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 the Borrowing Minimum and integral multiple multiples of $1,000,000 the Borrowing Multiple 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 Notice (A) in the case of a Eurodollar Rate Borrowing, 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 1:00 p.m. (New York City time) on the proposed Credit Funding Date; provided, that, in the case of any Loan requested as a Eurodollar Loan, the Borrower shall deliver such Notice of Borrowing not later than 1:00 p.m. (New York City time), at least three Business Days in advance of the proposed 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 any Loans requested to be made as Eurodollar Loans, the initial Interest Period requested, and (iv) remittance instructions applicable for the Loans requested. Loans may be continued as or converted into Base Rate Loans or Eurodollar Loans in the manner provided in Section 2.2D. In lieu of delivering a Funding Noticethe above-described Notices of Borrowing, the Borrower may give the Administrative Agent telephonic notice by 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. Neither the Administrative Agent nor any Lender shall incur any liability to the Borrower in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of the Borrower or before for otherwise acting in good faith under this Section 2.1B, and upon funding of Loans by the close of business on the date that Lenders in accordance with this Agreement pursuant to any such telephonic notice is given. In the event of any discrepancy between the telephonic notice and the written Funding Noticenotice, the written Funding Borrower shall have effected Loans hereunder. The Administrative Agent shall be entitled to rely upon, and shall be fully protected in relying upon, any Notice shall govern. Promptly upon receipt of Borrowing, Notice of Conversion/Continuation or similar notice believed 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 Lendersgenuine. The Administrative Agent will make may assume that each Person executing and delivering such Loans available a notice was duly authorized, unless the responsible individual acting thereon for the Administrative Agent has actual knowledge to the contrary. The Borrower by promptly remitting shall notify the amounts so received, Administrative Agent prior to the funding of any Loans in like funds, to an account the event that any of the matters to which the Borrower specified is required to certify in the applicable Notice of Borrowing are no longer true and correct as of the applicable Funding Date, and the acceptance by the Borrower of the proceeds of any Loans shall constitute a re-certification by the Borrower, as of the applicable Funding Date, as to the matters to which the Borrower is required to certify in the Funding Noticeapplicable Notice of Borrowing. Except as otherwise provided in Sections 2.6B, 2.6C, 2.6D and 2.6G, a Notice of Borrowing for any Loan (or telephonic notice in lieu thereof) shall be irrevocable and the Borrower shall be bound to make a Borrowing in accordance therewith.

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 Borrowing, the Borrower No more frequently than twice per calendar month,Xxxxxxxx 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 BorrowingDesignated 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 Xxxxxxxx. (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. Loans made on any Funding Date (iother than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv) Each Loan shall be or Revolving Loans made as part of a Borrowing consisting of Loans of the same Type made by the Lenders proportionately pursuant to their respective Pro Rata Shares. At the time each Borrowing is made, such Borrowing subsection 3.3B) shall be in an aggregate minimum amount of $5,000,000 or an integral multiple 2,000,000 and multiples of $1,000,000 500,000 in excess of that amount; provided that a Base Rate Borrowing may . Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 and multiples of $50,000 in excess of that is equal to the entire unused balance of the aggregate Commitments in effect at such time. (ii) To request a Borrowing, the Borrower amount. Whenever Company desires that 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. 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 at least one Business Day in advance of the proposed Funding Date (B) in the case of a Base Rate BorrowingLoan), not provided that any Notice of Borrowing with respect to any borrowings on the Closing Date may be delivered no later than 12:00 p.m. 9:00 A.M. on the Closing Date. Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 11:00 A.M. (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 and LIBOR Loans in the manner provided in subsection 2.2D. In lieu of delivering a Funding NoticeNotice 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 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 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 an 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 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 Company shall have effected Loans or a conversion or continuation, as the case may be, 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 Borrowing. Except as otherwise provided in subsections 2.7B, 2.7C and 2.7G, a Notice of Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR 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 make a borrowing or to effect a conversion or continuation in accordance therewith. Notwithstanding the foregoing provisions of this subsection 2.1B, no LIBOR Loans may be made and no Base Rate Loan may be converted into a LIBOR Loan until the earlier of the tenth Business Day after the Closing Date and the date specified by Administrative Agent most recently designated by it for such purpose by notice to Company on which 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 primary syndication of the Borrower specified by the Borrower in the Funding NoticeLoans has been completed.

Borrowing Mechanics. (i) Each Loan shall be Except for Revolving Loans made as part of a Borrowing consisting of on the Effective 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 500,000 and integral multiple multiples of $1,000,000 100,000 in excess of that amount; provided that Revolving Loans made on any Funding Date as LIBOR Loans with a Base Rate Borrowing may particular Interest Period shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that is equal to the entire unused balance of the aggregate Commitments in effect at such time. (ii) To request a Borrowing, the amount. Whenever Borrower desires that Lenders make 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 a LIBOR Loan) or no later than 10:00 a.m. on 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), not later than 12:00 p.m. (New York City timeii) the amount and Type of Loans requested, (iii) in the case of any Loans made on the proposed Credit Effective Date, that such Loans shall be Base Rate Loans, (iv) in the case of Revolving Loans not made on the Effective Date, whether such Loans shall be Base Rate Loans or LIBOR Loans, (v) in the case of any Loans requested to be made as LIBOR Loans, the initial Interest Period requested therefor, and (vi) information about the account of Borrower 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 for any Loan, 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 executed Funding Notice of Borrowing 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 at 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 Agent's Office no later than (i) 2:00 p.m. (New York City time) on the date such Credit Date if the Funding Notice notice was given. Neither Administrative Agent, nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice 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 Borrower or for the applicable Borrowing is delivered less than one Business Day prior otherwise acting in good faith under this subsection 2.1B, and upon funding of Revolving Loans by Lenders in accordance with this Agreement pursuant to any 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 telephonic notice Borrower shall have effected Revolving Loans hereunder. Borrower shall notify Administrative Agent prior to the Credit funding of any Revolving Loans if 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 Revolving Loans shall constitute a re-certification by Borrower, as of the applicable Funding Date, as to the account matters to which Borrower is 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 Borrower 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. Loans made on any Funding Date (iother than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii) Each Loan shall be or Revolving Loans made as part of a Borrowing consisting of Loans of the same Type made by the Lenders proportionately pursuant to their respective Pro Rata Shares. At the time each Borrowing is made, such Borrowing subsection 3.3B) 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 that a Base Rate Borrowing may . Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $500,000 and multiples of $100,000 in excess of that is equal to the entire unused balance of the aggregate Commitments in effect at such time. (ii) To request a Borrowing, the Borrower amount. Whenever Company desires that Lenders make Revolving Loans it shall deliver to the Administrative Agent a fully completed and duly executed Notice of Borrowing no later than 10:00 A.M. (San Francisco 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 duly executed Notice of Borrowing no later than 12:00 p.m. 10:00 A.M. (New York City San Francisco time) on the proposed Credit Funding Date. 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 NoticeNotice 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 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 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 an 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 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 Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Ruths_Second Amended and Restated Credit Agreement (2) 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. 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 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 make a borrowing or to effect a conversion or continuation in accordance therewith.

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 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 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 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 1:00 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 Lender’s Loan to be made as part of the requested Borrowing. Following delivery of a Funding Notice for a Eurodollar Rate Borrowing, any failure to make such Borrowing shall be subject to Section 2.18(c). (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 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. 2.2. [Reserved]. 2.3. [Reserved]. 2.4. [Reserved].

Borrowing Mechanics. Loans made on any Funding Date (iother than Loans made pursuant to subsections 2.1B and 3.3B) 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 200,000 and integral multiple multiples of $1,000,000 100,000 in excess of that amount (or, if the amount of the Commitments unfunded and available for borrowing is less than such aggregate minimum amount, an amount equal to the amount of the Commitments unfunded and available for borrowing); provided that Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $500,000 and integral multiples of $200,000 in excess of that amount; provided . Whenever Borrowers desire that a Base Rate Borrowing may be in an aggregate amount that is equal Lenders make Loans (other than pursuant to the entire unused balance of the aggregate Commitments in effect at such time. (iisubsections 2.1B and 3.3B) To request a Borrowing, the Borrower they shall deliver to the Administrative Agent a fully completed and executed Notice of Borrowing no later than 10:00 A.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 Borrowing, not later than 12:00 p.m. (New York City time) on Loan). Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the proposed Credit Date. manner provided in subsection 2.2D. In lieu of delivering a Funding NoticeNotice of Borrowing, the Borrower Borrowers may give the Administrative Agent telephonic notice by the required time of any proposed Borrowingborrowing under this subsection 2.1C; 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 any 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 of a Funding Notice Borrower or for otherwise acting in good faith under this subsection 2.1C 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 Borrowers shall have effected Loans or a conversion or continuation, as the case may be, of 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 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 Date, in each case and the acceptance by wire transfer Borrowers of same day funds in Dollars the proceeds of any Loans shall constitute a re-certification by Borrowers, 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 Borrowers are 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 Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrowers shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith. Notwithstanding the foregoing provisions of this subsection 2.1C, no Eurodollar Rate Loans may be made and no Base Rate Loan may be converted into a Eurodollar Rate Loan until the third Business Day after the Closing Date.

Borrowing Mechanics. (ia) Each Whenever Borrower desires that Lender make a 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 it shall deliver to the Administrative Agent Lender a fully completed and executed Funding Notice (A) of Borrowing in the case form of a Eurodollar Rate Borrowing, not Exhibit B annexed hereto no later than 12:00 2:00 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 Seattle time) on the proposed Credit Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), and (ii) the amount of Loans requested. In lieu of delivering a Funding Noticethe above-described Notice of Borrowing, the Borrower may give the Administrative Agent Lender telephonic notice by the required time of any proposed Borrowingborrowing under this Section 4.1; 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 Lender on or before the close applicable Funding Date; provided further, that if Borrower maintains a loan sweep service connected to an account of business on Lender that provides for advances under the date that such Revolving Credit Commitment, then a Notice of Borrowing is not required for Revolving Credit Loans. (b) Lender shall not incur any liability to Borrower in acting upon any telephonic notice is given. In the event referred to above that Lender believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of any discrepancy between the telephonic notice Borrower or for otherwise acting in good faith under this Section 4.1, and the written Funding Notice, the written Funding Notice shall govern. Promptly upon receipt funding of Loans by the Administrative Agent of a Funding Notice Lender in accordance with this paragraphAgreement pursuant to any such telephonic notice, the Administrative Agent Borrower 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 Borrowinghave effected Loans hereunder. (iiic) Each Borrower shall notify 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.

Borrowing Mechanics. Loans made on any Funding Date (iother than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii) Each Loan shall be or Revolving Loans made as part of a Borrowing consisting of Loans of the same Type made by the Lenders proportionately pursuant to their respective Pro Rata Shares. At the time each Borrowing is made, such Borrowing subsection 3.3B) 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 that a Base Loans made as LIBOR Rate Borrowing may Loans shall be in an aggregate minimum amount of $1,000,000 and multiples of $100,000 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 $50,000 in effect at such time. (ii) To request a Borrowing, the excess of that amount. Whenever Borrower desires that Lenders make Revolving Loans it shall deliver to the Administrative Agent a fully completed and duly executed Notice of Borrowing no later than 11:00 a.m. (Pacific time) at least three Business Days in advance of the proposed Funding Notice Date (A) in the case of a Eurodollar LIBOR 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 Borrower desires that Swing Line Lender make a Swing Line Loan, not it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 12:00 1:00 p.m. (New York City Pacific time) on the proposed Credit Funding Date. Revolving Loans may be continued as or converted into Base Rate Loans and LIBOR Rate 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 telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. (i) Each Loan shall be Loans made as part of Base Rate Loans on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a Borrowing consisting of request by Swing Line Lender pursuant to subsection 2.1A(iii) or Revolving Loans of the same Type made by the Lenders proportionately pursuant to their respective Pro Rata Shares. At the time each Borrowing is made, such Borrowing subsection 3.3B) shall be in an aggregate minimum amount of $5,000,000 or an integral multiple and multiples of $1,000,000 in excess of that amount; provided that . Loans made as Eurodollar Rate Loans on any Funding Date with a Base Rate Borrowing may particular Interest Period shall be in an aggregate minimum amount that is equal to the entire unused balance or in excess of the $5,000,000. Swing Line Loans made on any Funding Date may be in any aggregate Commitments in effect at such time. (ii) To request a Borrowing, the Borrower amount. Whenever Company desires that Lenders make Term Loans or Revolving Loans it shall deliver to the Administrative Agent a fully completed and duly executed Notice of Borrowing no later than 2:00 P.M. (New York City time) at least (i) 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. Loan) or (New York City timeii) three 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 (other than pursuant to subsection 2.1A(iii)(e)), not it shall deliver to Swing Line Lender at the Swing Line Funding and Payment Office a duly executed Notice of Borrowing no later than 12:00 p.m. 2:00 P.M. (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 and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Funding NoticeNotice of Borrowing, the Borrower Company may give the Administrative Agent (or in the case of Swing Line Loans, Swing Line Lender) 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 (and Swing Line Lender, in the case of Swing Line Loans) on or before the close of business on the date that such applicable Funding Date. Neither Administrative Agent nor any Lender (including Swing Line 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 (or Swing Line Lender, as applicable) believes in good faith to have been given by an 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 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 Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent shall notify each Lender (or, in the case of the details thereof and of the amount of such Swing Line Loans, Swing Line 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 in all material respects 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. 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 Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the date such Notice of Borrowing or Notice of Conversion/Continuation, as the case may be, is delivered and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. (i) Each Loan Borrower shall be made as part deliver to Administrative Agent a fully executed Funding Notice no later than 10:00 a.m. (or, solely in the case where the Credit Date is the Closing Date, 3:00 p.m.) at least three Business Days in advance of the proposed Credit Date in the case of a Loan that is a LIBOR Rate Loan, and no later than 9:00 a.m. on the proposed Credit Date in the case of a Loan that is a Base Rate Loan; provided, however, that if Borrower wishes to request LIBOR Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 10:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of the applicable Tranche of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation of the Loans of any Tranche, the Administrative Agent shall notify Borrower (which notice may be by telephone to be followed by confirmation in writing) whether or not the requested Interest Period has been consented to by all the Lenders of such Tranche. Each 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 a principal amount of $5,000,000 or an integral a whole multiple of $1,000,000 in excess thereof. Borrower shall be bound to make a borrowing in accordance with a Funding Notice for a Loan that is a LIBOR Rate Loan unless such Funding Notice is revoked by Borrower prior to the occurrence of that amountthe applicable Credit Extension; provided that a Base Rate Borrowing may any such revocation shall be in an aggregate amount that is equal subject to the entire unused balance terms 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 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 Borrower (or from any Authorized Officer thereof and designated in writing purportedly from Borrower 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 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. (iiiii) Each Lender of the applicable Tranche shall make the principal amount of each its 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) 12:00 noon 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 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 Borrower by no later than 3:00 p.m. 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 by 12:00 noon on such day from Lenders to be credited to the account of 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(iii) Each Loan shall be or Revolving Loans made as part of a Borrowing consisting of Loans of the same Type made by the Lenders proportionately pursuant to their respective Pro Rata Shares. At the time each Borrowing is made, such Borrowing subsection 3.3B) 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 that Term Loans or Revolving Loans made on any Funding Date as 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 $100,000 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 $500,000 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 Term Loans or Revolving Loans it shall deliver to the Administrative Agent a fully completed and duly executed Notice of Borrowing no later than 10:00 A.M. (California 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 duly executed Notice of Borrowing no later than 12:00 p.m. Noon (New York City California time) on the proposed Credit Funding Date. 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 NoticeNotice 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 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 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 an 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 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 Company shall have effected Loans or a conversion or continuation, as the case may be, 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 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 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 make a borrowing or to effect a conversion or continuation in accordance therewith. Notwithstanding the foregoing provisions of this subsection 2.1B, no Eurodollar Rate Loans may be made and no Base Rate Loan may be converted into a Eurodollar Rate Loan until the earlier of the sixtieth day after the Closing Date and the date specified by Administrative Agent most recently designated by it for such purpose by notice to Company on which 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 primary syndication of the Borrower specified by the Borrower in the Funding NoticeLoans has been completed.

Borrowing Mechanics. (i) Each Loan shall be 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 integral multiple of $1,000,000 in excess of 1,000,000. The Borrower shall be permitted to make a borrowing pursuant to this Section 2.4 only twice during any 30 day period. Whenever a Borrower desires 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 BorrowingLenders make Loans, the Borrower Cornerstone shall deliver to the Administrative Agent a fully completed and executed Funding Notice (A) in the case of a Eurodollar Rate Borrowing, not Loan Request 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 Funding Date. (Bii) 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 the above-described Loan Request, a Funding Notice, the Borrower may give the Administrative Agent telephonic notice by the required time of any proposed BorrowingLoan under this Section 2.4; provided provided, however, that such telephonic notice shall be promptly confirmed in writing by delivery of a fully completed and executed Funding Notice Loan Request to the Administrative Agent on or before the close of business on the date that such telephonic notice is givenapplicable Funding Date. 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 Neither the Administrative Agent nor any Lender shall incur any liability to the Loan Parties in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by an Authorized Officer or other person authorized to borrow on behalf of a Funding Notice such Borrower or otherwise acting in good faith under this Section 2.4 and upon funding of Loans by the Lenders in accordance with this paragraph, Agreement pursuant to any such telephonic notice the Administrative Agent Borrower 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 Borrowinghave effected Loans hereunder. (iii) Each Lender A Borrower shall make the principal amount of each Loan required to be made by it hereunder on any Credit Date available to notify 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 such Borrower is required to certify in the applicable Loan Request 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 such Borrower of the Administrative Agent most recently designated proceeds of any Loans shall constitute a re-certification by it for such purpose by Borrower, as of the applicable Funding Date, as to matters to which such Borrower is required to certify in the applicable Loan Request. (iv) Except as otherwise provided in Sections 2.5(b) and 2.5(c), a Loan Request (or telephonic notice to in lieu thereof) shall be irrevocable on and after the Lenders. The Administrative Agent will make such Loans available to related Interest Rate Determination Date, and the Borrower by promptly remitting the amounts so received, shall be bound to make 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 Term Loans or Revolving Loans made as part of Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to a Borrowing consisting of request by Swing Line Lender pursuant to subsection 2.1A(iii) or Revolving Loans of the same Type made by the Lenders proportionately pursuant to their respective Pro Rata Shares. At the time each Borrowing is made, such Borrowing subsection 3.3B) shall be in an aggregate minimum amount of $5,000,000 or an integral multiple 1,000,000 and multiples of $1,000,000 100,000 in excess of that amount; provided that . Term Loans or Revolving Loans made on any Funding Date as Eurodollar Rate Loans with a Base Rate Borrowing may particular Interest Period shall be in an aggregate minimum amount of $2,000,000 and multiples of $100,000 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 $500,000 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 Term Loans or Revolving Loans it shall deliver to the Administrative Agent a fully completed and duly executed Notice of Borrowing no later than 11:00 A.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 Swing Line Lender at the Swing Line Funding and Payment Office 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 and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Funding NoticeNotice of Borrowing, the Borrower Company may give the Administrative Agent (or in the case of Swing Line Loans, Swing Line Lender and Administrative Agent), as applicable, 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 duly executed Funding Notice of Borrowing to the Administrative Agent (or Swing Line Lender in the case of Swing Line Loans) on or before the close of business on the date that such applicable Funding Date. Neither Administrative Agent nor any Lender (including Swing Line 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 (or Swing Line Lender, as applicable) believes in good faith to have been given by an 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 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 Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent shall notify each (or in the case of Swing Line Loans, Swing Line Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. (iiiAdministrative Agent) 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 Notice.applicable Notice of Borrowing. 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 and Company shall be bound to make a borrowing in accordance therewith. 38

Borrowing Mechanics. 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 1,000,000 and integral multiple multiples of $1,000,000 100,000 in excess of that amount; provided that Revolving Loans made on any Funding Date as LIBOR Loans with a Base Rate Borrowing may particular Interest Period shall be in an aggregate minimum amount of $2,000,000 and integral multiples of $100,000 in excess of that is equal to the entire unused balance amount. Any Swing Line Loan made on any Funding Date shall be in a minimum amount of the aggregate Commitments $250,000 and integral multiples of $100,000 in effect at such time. (ii) To request a Borrowing, the excess of that amount. Whenever Borrower desires that Lenders make 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 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). Whenever Borrower desires that Swing Line Lender make a Swing Line Loan, not it shall deliver to Swing Line Lender at Swing Line Lender’s Office (with a copy to Administrative Agent at Administrative Agent’s Office) 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 Closing Date, that such Loans shall be Base Rate Loans, (iv) in the case of Revolving Loans not made on the Closing Date, whether such Loans shall be Base Rate Loans or LIBOR Loans, (v) in the case of any Loans requested to be made as LIBOR Loans, the initial Interest Period requested therefor and (vi) information about the account of Borrower 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 the above-described Notice of Borrowing for any Loan other than a Funding NoticeSwing Line Loan, 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 executed Funding Notice of Borrowing 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 at 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 LenderAgent’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 Office no later than (i) 2:00 p.m. P.M. (New York City time) on the date such Credit Date if notice was given. In lieu of delivering the Funding above-described Notice of Borrowing for any Swing Line Loan, Borrower may give Swing Line Lender telephonic notice by the applicable required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing is delivered less to Swing Line Lender at Swing Line Lender’s Office (with a copy to Administrative Agent at Administrative Agent’s Office) no later than one Business Day prior to such Credit Date and (ii) 12:00 p.m. 2:00 P.M. (New York City time) on the date such Credit Date if the Funding Notice notice was given. None of Administrative Agent, Swing Line Lender or any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent or Swing Line Lender believes in good faith to have been given by a duly authorized Officer or other person authorized to borrow on behalf of Borrower or for the applicable Borrowing is delivered at least one Business Day otherwise acting in good faith under this subsection 2.1B, and upon funding of Revolving Loans by Lenders or Swing Line Loans by Swing Line Lender, in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected Revolving Loans or Swing Line Loans hereunder. Borrower shall notify Administrative Agent prior to the Credit funding of any Loans if 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 matters to which Borrower is 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 Borrower shall be bound to make a borrowing in accordance therewith. Notwithstanding anything to the Lenders. The Administrative Agent will make such contrary contained herein, there shall be no Borrowings comprised of LIBOR Loans available to and no conversions of Base Rate Loans into LIBOR Loans until the Borrower by promptly remitting date that is 7 days after the amounts so received, in like funds, to an account of the Borrower specified by the Borrower in the Funding NoticeClosing Date.

Borrowing Mechanics. Revolving Loans and Term Loans made on any Funding Date (i) Each Loan shall be other than Revolving Loans made as part of pursuant to a Borrowing consisting of Loans of the same Type made request by the Lenders proportionately Swing Line Lender pursuant to their respective Pro Rata Shares. At the time each Borrowing is made, such Borrowing subsection 2.1A(ii) or Revolving Loans made pursuant to subsection 3.3B) (A) that are Base Rate Loans shall be in an aggregate minimum amount of $5,000,000 or and multiples of $1,000,000 in excess of that amount and (B) that are Eurodollar Rate Loans shall be in an integral multiple aggregate minimum amount of $5,000,000 and multiples of $1,000,000 in excess of that amount; provided that a Base Rate Borrowing may . Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $500,000 and multiples of $100,000 in excess of that is equal to the entire unused balance of the aggregate Commitments in effect at such time. (ii) To request a Borrowing, amount. Whenever the Borrower desires that the Lenders make Revolving Loans or Term Loans to it, it shall deliver to the Administrative Agent a fully completed and Notice of Borrowing duly executed by an Officer of the Borrower (or a designee thereof previously identified in writing by an Officer of the Borrower) no later than (i) 1:00 P.M. (New York 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. Loan) and (ii) Table of Contents 1:00 P.M. (New York City timeTime) three on the Business Days before Day prior to the proposed Credit Funding Date or (B) in the case of a Base Rate BorrowingLoan). Whenever the Borrower desires that the Swing Line Lender make a Swing Line Loan to it, not it shall deliver to the Administrative Agent a Notice of Borrowing duly executed by an Officer of the Borrower (or a designee thereof previously identified in writing by an Officer of the Borrower) no later than 12:00 p.m. 1:00 P.M. (New York City timeTime) on the proposed Credit Funding Date. Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner and to the extent 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 executed Funding Notice of Borrowing to the Administrative Agent duly executed by an Officer of the Borrower (or a designee thereof previously identified in writing by an Officer of the Borrower) on or before the close of business on the date that such telephonic notice is givenapplicable Funding Date. 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 Neither the Administrative Agent nor any Lender shall incur any liability to the Borrower in acting upon any telephonic notice referred to above that the 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 the Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by the 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, the Borrower shall have effected Loans or a conversion or continuation, as the case may be, hereunder. The Borrower shall notify 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, funding of any Loans in each case by wire transfer of same day funds in Dollars to the account event that an event has occurred and is continuing or would result from the consummation of the Administrative Agent most recently designated by it for such purpose by notice to borrowing that would constitute an Event of Default or a Potential Event of Default, and 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 acceptance by the Borrower of the proceeds of any Loans shall constitute a re-certification by the Borrower, as of the applicable Funding Date, as to the matters to which the Borrower is required to 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 Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

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(iii)) 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 and multiples of $1,000,000 in excess of that amount; provided that a Base Rate Borrowing may . Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 and multiples of $500,000 in excess of that is equal to the entire unused balance of the aggregate Commitments in effect at such time. (ii) To request a Borrowing, the Borrower amount. Whenever Company desires that Lenders make 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. 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 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. Term Loans and 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 NoticeNotice 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 an 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 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 Company shall have effected Loans or a conversion or continuation, as the case may be, 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 Term Borrowing and each Revolving Credit Borrowing shall be made as part of a Borrowing consisting of Loans of upon the same Type made applicable Borrower’s irrevocable notice to the Agent. Each such notice must be received 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 (I) 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. P.M. (New York City time) on the proposed Credit Date. In lieu of delivering a Funding Notice, third Business Day prior to the Borrower may give the Administrative Agent telephonic notice by the required time date of any proposed Borrowing consisting of Term Rate Advances denominated in Dollars, (II) 12:00 P.M. (New York City time) on the Business Day prior to the date of any proposed borrowing consisting of Daily Simple SOFR Advances, and (III) 12:00 P.M. (New York City time) on the fourth Business Day prior to the date of any proposed Borrowing consisting of (A) Term Rate Advances denominated in any Foreign Currency or (B) Alternative Currency Daily Rate Advances denominated in Sterling, and (III) 11:00 A.M. (New York City time) on the date of the proposed Borrowing consisting of Base Rate Advances, and the Agent shall then give to each Lender prompt notice thereof by telecopier. Each such notice shall be given by telephone or by Notice of Borrowing; provided that such any telephonic notice shall must be confirmed promptly confirmed in writing by delivery to the Agent of a fully completed Notice of Borrowing. Each such notice (whether written or telephonic) shall specify the (i) applicable Borrower, (ii) applicable Facility, (iii) date of such Borrowing, (iv) Type of Advances comprising such Borrowing, (v) aggregate amount of such Borrowing, (vi) in the case of a Borrowing consisting of Term Rate Advances, the initial Interest Period for such Advance, and executed Funding Notice (vii) currency for each such Advance; provided, that the applicable Borrower shall not be entitled to the Administrative Agent on or request any Borrowing that, if made, would result in more than fifteen different Interest Periods being in effect hereunder at any one time. Each Lender shall before the close of business 2:00 P.M. (New York City time) on the date that of such telephonic notice is given. In Borrowing, in the event case of a Borrowing consisting of Advances denominated in Dollars and, not later than the Applicable Time specified by the Agent in the case of any discrepancy between Borrowing in any Foreign Currency, make available for the telephonic notice and account of its Applicable Lending Office to the written Funding NoticeAgent at the applicable Agent’s Account, the written Funding Notice shall govern. Promptly upon receipt by the Administrative Agent of a Funding Notice in accordance with this paragraphsame day funds, 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 ratable portion of such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the requested applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower requesting the applicable Borrowing at the address and in the account of such Borrower specified in the applicable Notice of Borrowing. (b) Each Swing Line Borrowing shall be made on notice, given not later than 1:00 P.M. (New York City time) on the date of the proposed Swing Line Borrowing by the applicable Borrower to the Swing Line Bank and the Agent, of which the Agent shall give prompt notice to the Lenders. Each such notice of a Swing Line Borrowing shall be given by telephone or by Notice of Swing Line Borrowing; provided that any telephonic notice must be, confirmed promptly by delivery to the Agent of a Notice of Swing Line Borrowing. Each such notice (whether written or telephonic) shall specify the requested (i) date of such Borrowing, (ii) amount of such Borrowing and (iii) Each Lender maturity of such Borrowing (which maturity shall be no later than the earlier of (A) the tenth Business Day after the requested date of such Borrowing and (B) the Termination Date applicable to the Multicurrency Revolving Credit Facility under clause (a) of the definition of “Termination Date” (the “Swing Line Advance Maturity Date”)). The Swing Line Bank shall, before 3:00 P.M. (New York City time) on the date of such Swing Line Borrowing, make the principal amount of each Loan required to be made by it hereunder on any Credit Date such Swing Line Borrowing available to the Administrative Agent at the Agent’s Account, in same day funds. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the applicable Borrower at the address and in the account of such Borrower specified in the applicable Notice of Swing Line Borrowing. Upon written demand by the Swing Line Bank, with a copy of such demand to the Agent, each other Multicurrency Revolving Lender will purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign to each such other Multicurrency Revolving Lender, such other Multicurrency Revolving Lender’s Ratable Share of such outstanding Swing Line Advance, by making available for the account of its Applicable Lending Office to the Agent for the account of the Swing Line Bank, by deposit to the Agent’s Account, in same day funds, an amount equal to its Ratable Share of such Swing Line Advance. Each Borrower hereby agrees to each such sale and assignment. Each Multicurrency Revolving Lender agrees to purchase its Ratable Share of an outstanding Swing Line Advance on (i) the Business Day on which demand therefor is made by the Swing Line Bank, provided that notice of such demand is given not later than (i) 2:00 p.m. 12:00 P.M. (New York City time) on such Credit Date Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Funding Notice Swing Line Bank to any other Multicurrency Revolving Lender of a portion of a Swing Line Advance, the Swing Line Bank represents and warrants to such other Multicurrency Revolving Lender that the Swing Line Bank is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Swing Line Advance, this Agreement, the Notes or the Borrowers. If and to the extent that any Multicurrency Revolving Lender shall not have so made its Ratable Share of such Swing Line Advance available to the Agent, such Multicurrency Revolving Lender agrees to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date such Multicurrency Revolving Lender is required to have made such amount available to the Agent until the date such amount is paid to the Agent, at the Federal Funds Rate. If such Multicurrency Revolving Lender shall pay to the Agent such amount for the applicable Borrowing is delivered less than one account of the Swing Line Bank on any Business Day, such amount so paid in respect of principal shall constitute a Swing Line Advance made by such Multicurrency Revolving Lender on such Business Day prior for purposes of this Agreement, and the outstanding principal amount of the Swing Line Advance made by the Swing Line Bank shall be reduced by such amount on such Business Day. (c) Anything in subsection (a) above to such Credit Date the contrary notwithstanding, (i) after giving effect to all Term A Borrowings and Sterling Term A Borrowings, there shall not be more than five Interest Periods in effect in respect of either the Term A Facility or Sterling Term A Facility and (ii) 12:00 p.m. after giving effect to all Revolving Credit Borrowings, there shall not be more than (New York City timeA) five Interest Periods in effect in respect of the Transpacific Revolving Credit Facility and (B) ten Interest Periods in effect in respect of the Multicurrency Revolving Credit Facility. (d) Each Notice of Borrowing and Notice of Swing Line Borrowing of any Borrower shall be irrevocable and binding on such Credit Date if Borrower. In the Funding case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Term Rate Advances, Daily Simple SOFR Advances or Alternative Currency Daily Rate Advances, the Borrower requesting such Borrowing shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is delivered at least one Business Day not made on such date. (e) Unless the Agent shall have received notice from a Lender prior to the time of any Borrowing under the applicable Revolving Credit DateFacility that such Lender will not make available to the Agent such Lender’s ratable portion of such Borrowing under the applicable Revolving Credit Facility, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing under the applicable Revolving Credit Facility in accordance with subsection (a) of this Section 2.02 and the Agent may, 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 reliance upon such purpose by notice to the Lenders. The Administrative Agent will assumption, make such Loans available to the Borrower requesting such Borrowing under the applicable Revolving Credit Facility on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Agent, such Lender agrees to repay to the Agent forthwith on demand such corresponding amount. If such Lender does not pay such corresponding amount forthwith upon the Agent’s demand therefor, the Agent shall promptly notify the applicable Borrower and such Borrower shall immediately pay such corresponding amount to the Agent. The Agent shall also be entitled to receive from such Lender or such Borrower, as the case may be, interest on such corresponding amount, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Agent, at (i) in the case of such Borrower, the interest rate applicable at the time to Advances comprising such Borrowing under the applicable Revolving Credit Facility and (ii) in the case of such Lender, (A) the Federal Funds Rate in the case of Advances denominated in Dollars or (B) the cost of funds incurred by promptly remitting the amounts Agent in respect of such amount in the case of Advances denominated in Committed Currencies or other Foreign Currencies. If such Lender shall repay to the Agent such corresponding amount, such amount so receivedrepaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (f) The failure of any Lender to make the Advance to be made by it as part of any Borrowing or to make the Swing Line Advance to be made by it as part of any Swing Line Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing or to prejudice any rights which any Borrower may have against any Lenders as a result of any default by such Lender hereunder. No Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing. (g) Notwithstanding anything herein to the contrary, each Lender at its option may make any Advances by causing any domestic or foreign branch or Affiliate of such Lender to make such Advances through any Applicable Lending Office; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Advances in accordance with the terms of this Agreement. Unless the context otherwise requires, each reference to a Lender shall include its Applicable Lending Office. (h) With respect to any Alternative Currency Daily Rate, Daily Simple SOFR or Term Rate, the Agent will have the right, in like fundsits reasonable discretion and in consultation with the Borrowers, to an account make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document; provided that, with respect to any such amendment effected, the Borrower specified by Agent shall post each such amendment implementing such Conforming Changes to the Borrower in Company and the Funding NoticeLenders reasonably promptly after such amendment becomes effective.

Borrowing Mechanics. (i) Each Loan shall be Revolving 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 $1,000,000 100,000 in excess of that amount; provided that Revolving Loans made on any Funding Date as LIBOR Loans with a Base Rate Borrowing may particular Interest Period shall be in an aggregate minimum amount of $500,000 and integral multiples of $500,000 in excess of that is equal to the entire unused balance of the aggregate Commitments in effect at such time. (ii) To request a Borrowing, amount. Whenever Borrower desires that Lenders make Revolving Loans or Term Loans 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 no later than 12:00 p.m. 11:00 A.M. (New York City time) (x) at least three Business Days before in advance of the proposed Credit Funding Date (in the case of a LIBOR Loan) or (By) on the 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 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 Effective 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 therefor and (v) information about the account of Borrower to be credited. Loans may be continued as or converted into Base Rate Loans and LIBOR Loans in the manner provided in subsection 2.2D. All Loans made on the Effective Date shall be made as Base Rate Loans. In lieu of delivering a Funding Noticethe above-described Notice of Borrowing for any Loans not made on the Effective Date, 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 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 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 a duly authorized 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, and upon funding of Loans by Lenders, in accordance with this paragraph, the Agreement pursuant to any such telephonic notice Borrower shall have effected Loans 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 if 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 matters to which Borrower is 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 Borrower 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. Loans made on any Funding Date (iother than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iii) Each Loan shall be or Revolving Loans made as part of a Borrowing consisting of Loans of the same Type made by the Lenders proportionately pursuant to their respective Pro Rata Shares. At the time each Borrowing is made, such Borrowing subsection 3.3B) shall be in an aggregate minimum amount of $5,000,000 or an integral multiple 1,000,000 and multiples of $1,000,000 250,000 in excess of that amount; provided that Loans made as LIBOR Loans with a Base Rate Borrowing may particular Interest Period shall be in an aggregate minimum amount of $2,500,000 and multiples of $250,000 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 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. 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 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 duly executed Notice of Borrowing no later than 12:00 p.m. 11:00 A.M. (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 and LIBOR Loans in the manner provided in subsection 2.2D. In lieu of delivering a Funding NoticeNotice 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 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 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 an 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 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 Company shall have effected Loans or a conversion or continuation, as the case may be, 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. 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 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 make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. (i) Each Loan Borrower shall be made as part deliver to Administrative Agent a fully executed Funding Notice no later than 10:00 a.m. (or, solely in the case where the Credit Date is the Closing Date, 3:00 p.m.) at least three Business Days in advance of the proposed Credit Date in the case of a Loan that is a LIBOR Rate Loan, and no later than 9:00 a.m. on the proposed Credit Date in the case of a Loan that is a Base Rate Loan; provided, however, that if Borrower wishes to request LIBOR Rate Loans having an Interest Period other than one, two, three or six months in duration, as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 10:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of the applicable Tranche of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation of the Loans of any Tranche, the Administrative Agent shall notify Borrower (which notice may be by telephone to be followed by confirmation in writing) whether or not the requested Interest Period has been consented to by all the Lenders of such Tranche. Each 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 a principal amount of $5,000,000 or an integral a whole multiple of $1,000,000 in excess thereof. Borrower shall be bound to make a borrowing in accordance with a Funding Notice for a Loan that is a LIBOR Rate Loan, unless such Funding Notice is revoked by Borrower prior to the occurrence of that amountthe applicable Credit Extension; provided that a Base Rate Borrowing may any such revocation shall be in an aggregate amount that is equal subject to the entire unused balance terms 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 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 Borrower (or from any Authorized Officer thereof and designated in writing purportedly from Borrower 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 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. (iiiii) Each Lender of the applicable Tranche shall make the principal amount of each its 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) 12:00 noon 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 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 Borrower by no later than 3:00 p.m. 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 by 12:00 noon on such day from Lenders to be credited to the account of 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 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 500,000 and integral multiple multiples of $1,000,000 100,000 in excess of that amount; provided -------- that Loans made as Eurodollar Rate Loans with a Base Rate Borrowing may particular Interest Period shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that is equal to the entire unused balance of the aggregate Commitments in effect at such time. (ii) To request a Borrowing, the Borrower amount. Company 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. Noon (New York City time) at least three Business Days before in advance of the proposed Credit Closing Date. The Notice of Borrowing shall specify (i) the proposed Closing Date (which shall be a Business Day), (ii) the amount of each type of Loan requested, (iii) whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (Biv) in the case of a any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Loans may be continued as or converted into Base Rate Borrowing, not later than 12:00 p.m. (New York City time) on Loans and Eurodollar Rate Loans in the proposed Credit Date. 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 the 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 Closing 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 the 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 Closing 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 Closing 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 NoticeNotice of Borrowing. 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 make a borrowing in accordance therewith.

Borrowing Mechanics. Revolving Loans made on any Funding Date (i) Each Loan shall be other than Revolving Loans made as part pursuant to subsection 3.3B for the purpose of reimbursing 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 500,000 and in an integral multiple of $1,000,000 100,000 in excess of thereof. Whenever Borrower desires 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 BorrowingLenders make Revolving Loans, the Borrower it shall deliver to the Administrative Agent a fully completed and executed Funding an irrevocable 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) 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 in advance of the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day) and (ii) the amount of the Revolving Loans so requested. Advances constituting Cash Management Indemnity Loans shall be made pursuant to the terms of the Cash Management Indemnity Agreement and the Cash Management Indemnity Reimbursement Agreement. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any notice 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 Borrower or for otherwise acting in good faith under this subsection 2.1B, and upon funding of Revolving Loans by Lenders in accordance with this Agreement pursuant to any such notice Borrower shall have effected Revolving Loans hereunder. Borrower shall notify Administrative Agent prior to the Credit funding of any Revolving Loans in the event that any of the matters to which Borrower has certified 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 Revolving 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.

Borrowing Mechanics. Loans (i) Each Loan shall be including any Loans made as part of Eurodollar Rate 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 the Borrowing Minimum and integral multiple multiples of $1,000,000 the Borrowing Multiple 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 Notice of Borrowing not later than 10:00 a.m. (New York time) on the proposed Closing Date; provided, that, in the case of any Loan requested as a Eurodollar Rate Loan, the Borrower shall deliver such Notice of Borrowing not later than 1:00 p.m. (New York time), at least three Business Days in advance of the proposed Closing Date. The Notice of Borrowing shall specify (i) the proposed Closing Date (which shall be a Business Day), (ii) the amount and executed Funding Notice Type of Loans requested, (Aiv) in the case of a any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested, and (v) remittance instructions applicable for the Loans requested. Loans may be continued as or converted into Base Rate Loans or Eurodollar Rate Loans in the manner provided in Section 2.2D. The Administrative Agent shall be entitled to rely upon, and shall be fully protected in relying upon, any Notice of Borrowing, not later than 12:00 p.m. (New York City time) three Business Days before the proposed Credit Date Notice of Conversion/Continuation 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 similar 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 believed 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 Lendersgenuine. The Administrative Agent will make may assume that each Person executing and delivering such Loans available a notice was duly authorized, unless the responsible individual acting thereon for the Administrative Agent has actual knowledge to the contrary. The Borrower by promptly remitting shall notify the amounts so received, Administrative Agent prior to the funding of any Loans in like funds, to an account the event that any of the matters to which the Borrower specified is required to certify in the Notice of Borrowing are no longer true and correct as of the Closing Date, and the acceptance by the Borrower of the proceeds of any Loans shall constitute a re-certification by the Borrower, as of the Closing Date, as to the matters to which the Borrower is required to certify in the Funding NoticeNotice of Borrowing. Except as otherwise provided in Sections 2.6B, 2.6C, 2.6D and 2.6G, a Notice of Borrowing for any Loan shall be irrevocable and the Borrower shall be bound to make a borrowing in accordance therewith.

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(i) Each Loan or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of (a) for Term Loans, $2,500,000 and multiples of $500,000 in excess of that amount (except with respect to any borrowing of Incremental Term Loans, to the extent otherwise provided in the related Incremental Term Loan Assumption Agreement) and (b) for Revolving Loans, $2,000,000 and multiples of $500,000 in excess of that amount. Swing Line 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 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 at least one Business Day in advance of the proposed Funding Date (B) in the case of a Base Rate BorrowingLoan). 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 Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice shall be promptly confirmed in writing by delivery of a fully completed and executed Funding Notice referred to the above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Borrower or before 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 close of business on applicable basis for determining the date that such telephonic notice is given. In the event of interest rate with respect to any discrepancy between the telephonic notice and the written Funding NoticeLoans pursuant to subsection 2.2D, the written Funding Notice shall govern. Promptly upon receipt by the Administrative Agent of a Funding Notice 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. Revolving Loans made on any Funding Date as Base Rate Loans (iother than Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iii) Each Loan or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $1,000,000 and multiples of $100,000 in excess of that amount. Revolving Loans made on any Funding Date as part of Eurodollar Rate 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 integral multiple and multiples of $1,000,000 in excess of that amount; provided that a Base Rate Borrowing may . Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $500,000 and multiples of $100,000 in excess of that is equal to the entire unused balance of the aggregate Commitments in effect at such time. (ii) To request a Borrowing, the amount. Whenever Borrower desires that Lenders make Revolving Loans it shall deliver to the Administrative Agent a fully completed and duly executed Notice of Borrowing no later than 11:00 a.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 Loan) or no 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. 11:00 a.m. (New York City time) on the proposed Credit Funding Date (in the case of a Base Rate Loan). Whenever Borrower desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Swing Line Lender, with a copy to Administrative Agent a duly executed Notice of Borrowing no later than 11:00 a.m. (New York City time) on the proposed Funding Date. 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 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 Eurodollar Rate 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 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 $1,000,000 100,000 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 . Borrower shall not have more than seven (7) LIBOR Loans in effect at such any given time. (ii2) To request On any day when any Borrower desires a BorrowingRevolving Advance under this subsection 2.1, the such Borrower shall deliver to give Collateral Agent written or telephonic notice of the Administrative Agent a fully completed and executed Funding Notice (A) in the case of a Eurodollar Rate Borrowing, not later than proposed borrowing by 12:00 p.m. (noon) New York City timetime one (1) three Business Days before Day in advance of the Funding Date of a Loan, which notice shall specify the proposed Funding Date (which shall be a Business Day), whether such Loans shall consist of Base Rate Loans or LIBOR Loans, for LIBOR Loans, the Interest Period applicable thereto and the estimated amount of the borrowing. Any such notice shall be confirmed with a Notice of Borrowing by 12:00 p.m. (noon) New York time on the proposed Funding Date which shall include the exact requested amount of funding. If the requested amount is greater than the estimated amount, Lenders shall not be obligated to advance the excess. If less than the estimated amount is requested and such discrepancy is $1,000,000 or less, Lenders, at election of Collateral Agent, may charge a fee equal to one days' interest on the amount not funded at one-half of the rate charged on the balance of such funding (plus one-half of the Collateral Management Fees); if less than the estimated amount is requested and such discrepancy exceeds $1,000,000, Lenders, at election of Collateral Agent, may charge a fee equal to one days' interest on the amount not funded at the rate charged on the balance of such funding. Neither Collateral Agent nor Lender shall incur any liability to any Borrower for acting upon any telephonic notice or a Notice of Borrowing that Collateral Agent believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of such Borrower or for otherwise acting in good faith under this subsection 2.1(D). Neither Collateral Agent nor any Lender will be required to make any advance pursuant to any telephonic or written notice or a Notice of Borrowing, unless all of the terms and conditions set forth in Section 3 (including the Conditions Rider, attached hereto and made a part hereof, have been satisfied and Collateral Agent has also received the most recent Borrowing Base Certificate and other documents required under Section 5 and the Reporting Rider, attached hereto and made a part hereof, by 12:00 p.m. (noon) New York time on or prior to the date of such funding request. Each Advance shall be deposited by wire transfer in immediately available funds in such account as such Borrower may from time to time designate to Collateral Agent in writing. The becoming due of any amount required to be paid under this Agreement or any of the other Loan Documents as principal, Letter of Credit Date reimbursement obligation, accrued interest, fees, compensation or (B) in the case of any other amounts shall be deemed irrevocably to be an automatic request by Borrowers for a Revolving Advance, which shall be a Base Rate Borrowing, not later than 12:00 p.m. (New York City time) Loan on the proposed due date of, and in the amount required to pay (as set forth on Collateral Agent's books and records), such principal, Letter of Credit Date. In lieu of delivering a Funding Noticereimbursement obligation, the Borrower may give the Administrative Agent telephonic notice accrued interest, fees, compensation or any other amounts unless such amount shall have been paid 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 Borrowers 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 date thereof and Collateral Agent shall be and hereby is authorized to the charge all such amounts as Revolving Advances to Borrowers' 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(as set forth on Collateral Agent's books and records).

Borrowing Mechanics. (i) Each Loan Except pursuant to 2.2D, Revolving Loans 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 and integral multiple multiples 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 BorrowingWhenever any Credit Party desires that the Lenders make Revolving Loans, the Borrower such Credit Party shall deliver to the Administrative Agent on behalf of the Lenders a fully completed executed and executed Funding delivered Notice of Borrowing (Aa) in the case of a Eurodollar LIBOR Rate BorrowingLoan denominated in Dollars, not later than 11:00 a.m. (New York City time), at least three (3) Business Days in advance of the proposed Credit Date; (b) in the case of a LIBOR Rate Loan denominated in an Alternative Currency, not later than 11:00 a.m. (New York City time), in each case at least four (4) Business Days in advance of the proposed Credit Date; or (c) in the case of a Base Rate Loan, not later than 11:00 a.m. (New York City time), on the proposed Credit Date. Except as otherwise provided herein, a Notice of Borrowing for a Revolving Loan that is a LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and the applicable Credit Party shall be bound to make a borrowing in accordance therewith. Each Notice of Borrowing shall specify the following information with respect to any Revolving Loan requested therein in compliance with Section 2.1A: (a) the Currency; (b) the aggregate amount (in the Applicable Currency) of such Revolving Loan; (c) the Credit Date of such Revolving Loan, which shall be a Business Day; (d) whether such Revolving Loan is to be a Base Rate Loan or a LIBOR Rate Loan; (e) in the case of a LIBOR Rate Loan, the initial Interest Period to be applicable thereto; and (f) the location and number of the Credit Party’s account, as applicable, to which funds (if any) are to be disbursed. (iii) Notice of receipt of each Notice of Borrowing in respect of Revolving Loans, together with the amount of each Lender’s Pro Rata Share thereof, if any, together with the applicable interest rate, shall be provided by the Administrative Agent to each applicable Lender by telefacsimile with reasonable promptness, but (provided the Administrative Agent shall have received such notice by 11:00 a.m. (New York City time)) not later than 2:00 p.m. (New York City time) on the same day as the Administrative Agent’s receipt of such Notice of Borrowing from the applicable Credit Party. (iv) Each Lender (or, if appropriate, with respect to Alternative Currency Loans, an Affiliate of such Lender) shall make the amount of its Revolving Loan available to the Administrative Agent on the applicable Credit Date by wire transfer: (a) if such Revolving Loan is to be made in Dollars, not later than 12:00 p.m. (New York City time), in same day funds in Dollars at the Funding and Payment Office; or (b) three Business Days before the proposed Credit Date or (B) if such Revolving Loan is to be made in the case of a Base Rate Borrowingan Alternative Currency, not later than 12:00 p.m. (New York City London, England time), in such Alternative Currency (in such funds as may then be customary for the settlement of international transactions in such Alternative Currency) on at the proposed Credit Date. In lieu Funding and Payment Office. (v) Except as provided herein, upon satisfaction or waiver 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 conditions precedent specified in writing by delivery of a fully completed Section 3.1 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 paragraphSection 3.2, the Administrative Agent shall notify each Lender of make the details thereof and of the amount proceeds 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 Revolving Loans available to the Administrative Agent not later than (i) 2:00 p.m. (New York City time) applicable Credit Party 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 causing an amount of same day funds in Dollars the Applicable Currency equal to the proceeds of all such Revolving Loans received by the Administrative Agent from the Lenders to be credited to the account of the applicable Credit Party at the Funding and Payment Office or such other account as may be designated in writing to 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 NoticeCredit Parties.

Borrowing Mechanics. (iA) Each Loan shall be made as part of a Borrowing consisting of Loans of When the same Type made by Borrower desires that Overadvance Lenders make 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 BorrowingOveradvance Loan, the Borrower shall deliver to the Administrative Agent a fully completed executed and executed delivered Funding Notice (A) in the case of a Eurodollar Rate Borrowing, not no later than 12:00 p.m. 10:00 a.m. (New York City time) three at least one Business Days before Day in advance of the proposed Credit Borrowing Date, which Borrowing Date or shall be a Business Day. (B) Notice of receipt of each Funding Notice in respect of the case Overadvance Loans, together with the amount of a Base Rate Borrowingeach Overadvance Lender's Pro Rata Share thereof, together with the applicable interest rate, shall be provided by Agent to each applicable Overadvance Lender by facsimile with reasonable promptness, but (provided, Agent shall have received such notice by 10:00 a.m. (New York City time)) not later than 12:00 4:00 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 same day as Agent's 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 BorrowingNotice from Borrower. (iiiC) Each Overadvance Lender shall make the principal amount of each its Overadvance Loan required to be made by it hereunder on any Credit Date available to the Administrative Agent not no 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 the Agent's Principal Office. Except as provided herein, upon satisfaction or waiver of the conditions precedent specified herein, Agent shall make the proceeds of such Overadvance Loans available to Borrower on the applicable Borrowing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Overadvance Loans received by Agent from Lenders to be credited to the account of the Administrative Borrower designated in writing 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 NoticeBorrower.

Borrowing Mechanics. Loans made on any Funding Date (iother than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iii) Each Loan shall be or Revolving Loans made as part of a Borrowing consisting of Loans of the same Type made by the Lenders proportionately pursuant to their respective Pro Rata Shares. At the time each Borrowing is made, such Borrowing subsection 3.3B) shall be in an aggregate minimum amount of $5,000,000 or an integral multiple 2,000,000 and multiples of $1,000,000 500,000 in excess of that amount; provided that a Base Rate Borrowing may . Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 and multiples of $50,000 in excess of that is equal to the entire unused balance of the aggregate Commitments in effect at such time. (ii) To request a Borrowing, the Borrower amount. Whenever Company desires that 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. 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 at least one Business Day in advance of the proposed Funding Date (B) in the case of a Base Rate BorrowingLoan), not provided that any Notice of Borrowing with respect to any borrowings on the Closing Date may be delivered no later than 12:00 p.m. 9:00 A.M. on the Closing Date. Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 11:00 A.M. (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 and LIBOR Loans in the manner provided in subsection 2.2D. In lieu of delivering a Funding NoticeNotice 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 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 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 an 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 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 Company shall have effected Loans or a conversion or continuation, as the case may be, 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 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 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 make a borrowing or to effect a conversion or continuation in accordance therewith. Notwithstanding the foregoing provisions of this subsection 2.1B, no LIBOR Loans may be made and no Base Rate Loan may be converted into a LIBOR Loan until the earlier of the tenth Business Day after the Closing Date and the date specified by Administrative Agent most recently designated by it for such purpose by notice to Company on which 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 primary syndication of the Borrower specified by the Borrower in the Funding NoticeLoans has been completed.

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. (ia) Each Loan Term Borrowing and each Revolving Credit Borrowing shall be made as part of a Borrowing consisting of Loans of upon the same Type made applicable Borrower’s irrevocable notice to the Agent. Each such notice must be received 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. I)12:00 P.M. (New York City time) on the proposed Credit Date. In lieu of delivering a Funding Notice, third Business Day prior to the Borrower may give the Administrative Agent telephonic notice by the required time date of any proposed Borrowing; provided that such telephonic notice shall be promptly confirmed Borrowing consisting of Eurocurrency Rate Advances denominated in writing by delivery of a fully completed and executed Funding Notice Dollars, (II) 12:00 P.M. (New York City time) on the fourth Business Day prior to the Administrative Agent on or before the close date of business any proposed Borrowing consisting of Eurocurrency Rate Advances denominated in any Foreign Currency and (III) 11:00 A.M. (New York City time) on the date that such telephonic notice is given. In of the event proposed Borrowing consisting of any discrepancy between the telephonic notice Base Rate Advances, and the written Funding Notice, the written Funding Notice Agent shall governthen give to each Lender prompt notice thereof by telecopier. Promptly upon receipt by the Administrative Agent Each such notice of a Funding Term Borrowing or a Revolving Credit Borrowing (a “Notice of Borrowing”) shall be given by telephone, confirmed promptly in accordance with this paragraphwriting or telecopier in substantially the form of Exhibit C hereto, specifying therein the Administrative Agent shall notify each Lender (i) applicable Borrower, (ii) applicable Facility, (iii) date of the details thereof and such Borrowing, (iv) Type of the Advances comprising such Borrowing, (v) aggregate amount of such Borrowing, (vi) in the case of a Borrowing consisting of Eurocurrency Rate Advances, the initial Interest Period for such Advance, and (vii) currency for each such Advance; provided, that the applicable Borrower shall not be entitled to request any Borrowing that, if made, would result in more than fifteen different Interest Periods being in effect hereunder at any one time. Each Lender shall before 2:00 P.M. (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Advances denominated in Dollars and, not later than the Applicable Time specified by the Agent in the case of any Borrowing in any Foreign Currency, make available for the account of its Applicable Lending Office to the Agent at the applicable Agent’s Account, in same day funds, such Lender’s Loan to be made as part ratable portion of such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the requested applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower requesting the applicable Borrowing at the address and in the account of such Borrower specified in the applicable Notice of Borrowing. (b) Each Swing Line Borrowing shall be made on notice, given not later than 1:00 P.M. (New York City time) on the date of the proposed Swing Line Borrowing by the applicable Borrower to the Swing Line Bank and the Agent, of which the Agent shall give prompt notice to the Lenders. Each such notice of a Swing Line Borrowing (a “Notice of Swing Line Borrowing”) shall be by telephone, confirmed promptly in writing or telecopier, specifying therein the requested (i) date of such Borrowing, (ii) amount of such Borrowing and (iii) Each Lender maturity of such Borrowing (which maturity shall be no later than the earlier of (A) the tenth Business Day after the requested date of such Borrowing and (B) the Termination Date applicable to the US Revolving Credit Facility under clause (a) of the definition of “Termination Date” (the “Swing Line Advance Maturity Date”)). The Swing Line Bank shall, before 3:00 P.M. (New York City time) on the date of such Swing Line Borrowing, make the principal amount of each Loan required to be made by it hereunder on any Credit Date such Swing Line Borrowing available to the Administrative Agent at the Agent’s Account, in same day funds. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the applicable Borrower at the address and in the account of such Borrower specified in the applicable Notice of Swing Line Borrowing. Upon written demand by the Swing Line Bank, with a copy of such demand to the Agent, each other US Revolving Lender will purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign to each such other US Revolving Lender, such other US Revolving Lender’s Ratable Share of such outstanding Swing Line Advance, by making available for the account of its Applicable Lending Office to the Agent for the account of the Swing Line Bank, by deposit to the Agent’s Account, in same day funds, an amount equal to its Ratable Share of such Swing Line Advance. Each Borrower hereby agrees to each such sale and assignment. Each US Revolving Lender agrees to purchase its Ratable Share of an outstanding Swing Line Advance on (i) the Business Day on which demand therefor is made by the Swing Line Bank, provided that notice of such demand is given not later than (i) 2:00 p.m. 12:00 P.M. (New York City time) on such Credit Date Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Funding Notice Swing Line Bank to any other US Revolving Lender of a portion of a Swing Line Advance, the Swing Line Bank represents and warrants to such other US Revolving Lender that the Swing Line Bank is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Swing Line Advance, this Agreement, the Notes or the Borrowers. If and to the extent that any US Revolving Lender shall not have so made its Ratable Share of such Swing Line Advance available to the Agent, such US Revolving Lender agrees to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date such US Revolving Lender is required to have made such amount available to the Agent until the date such amount is paid to the Agent, at the Federal Funds Rate. If such US Revolving Lender shall pay to the Agent such amount for the applicable Borrowing is delivered less than one account of the Swing Line Bank on any Business Day, such amount so paid in respect of principal shall constitute a Swing Line Advance made by such US Revolving Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Swing Line Advance made by the Swing Line Bank shall be reduced by such amount on such Business Day. (c) Anything in subsection (a) above to the contrary notwithstanding, (i) after giving effect to all Term A Borrowings, CDN Term A Borrowings, JPY Term A-1 Borrowings, Euro Term A Borrowings, Sterling Term A Borrowings, Brazilian Term A Borrowings and Short Term A Borrowings, there shall not be more than five Interest Periods in effect in respect of any of the Term A Facility, CDN Term A Facility, JPY Term A-1 Facility, Euro Term A Facility, Sterling Term A Facility, Brazilian Term A Facility or Short Term A Facility, (iii) after giving effect to all Revolving Credit Borrowings, there shall not be more than (A) ten Interest Periods in effect in respect of the US Revolving Credit Facility and (B) ten Interest Periods in effect in respect of the Multicurrency Revolving Credit Facility. (d) Each Notice of Borrowing and Notice of Swing Line Borrowing of any Borrower shall be irrevocable and binding on such Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurocurrency Rate Advances, the Borrower requesting such Borrowing shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (e) Unless the Agent shall have received notice from a Lender prior to the time of any Borrowing under the applicable Revolving Credit Facility that such Lender will not make available to the Agent such Lender’s ratable portion of such Borrowing under the applicable Revolving Credit Date Facility, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing under the applicable Revolving Credit Facility in accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the Borrower requesting such Borrowing under the applicable Revolving Credit Facility on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Agent, such Lender agrees to repay to the Agent forthwith on demand such corresponding amount. If such Lender does not pay such corresponding amount forthwith upon the Agent’s demand therefor, the Agent shall promptly notify the applicable Borrower and such Borrower shall immediately pay such corresponding amount to the Agent. The Agent shall also be entitled to receive from such Lender or such Borrower, as the case may be, interest on such corresponding amount, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Agent, at (i) in the case of such Borrower, the interest rate applicable at the time to Advances comprising such Borrowing under the applicable Revolving Credit Facility and (ii) 12:00 p.m. in the case of such Lender, (New York City timeA) the Federal Funds Rate in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies or other Foreign Currencies. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (f) The failure of any Lender to make the Advance to be made by it as part of any Borrowing or to make the Swing Line Advance to be made by it as part of any Swing Line Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Credit Date if the Funding Notice Borrowing or to prejudice any rights which any Borrower may have against any Lenders as a result of any default by such Lender hereunder. No Lender shall be responsible for the applicable Borrowing is delivered at least one Business Day prior failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing. (g) Notwithstanding anything herein to the Credit Datecontrary, in each case Lender at its option may make any Advances by wire transfer causing any domestic or foreign branch or Affiliate of same day funds in Dollars such Lender to make such Advances through any Applicable Lending Office; provided that any exercise of such option shall not affect the account obligation of the Administrative Agent most recently designated by it for applicable Borrower to repay such purpose by notice Advances in accordance with the terms of this Agreement. Unless the context otherwise requires, each reference 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 Noticea Lender shall include its Applicable Lending Office.

Borrowing Mechanics. (i) Each Loan shall be 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 integral multiple 500,000 and multiples of $1,000,000 250,000 in excess of that amount; provided . Whenever any 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. 10:00 A.M. (New York City time) at least three Business Days before in advance of the proposed Credit Funding Date or (B) in the case of a Eurodollar Rate Loans) or at least one Business Day in advance of the proposed Funding Date (in the case of Base Rate Borrowing, not later than 12:00 p.m. (New York City time) on Loans). Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the proposed Credit Date. manner provided in subsection 2.2D. In lieu of delivering a Funding NoticeNotice 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 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 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 an 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 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 Borrowers shall have effected Loans or a conversion or continuation, as the case may be, 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 Loans in the event that any of the matters to which Borrowers 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 Borrowers of same day funds in Dollars the proceeds of any Loans shall constitute a re-certification by Borrowers, 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 Borrowers are 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 Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrowers shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. 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 shall be or Revolving Loans made as part of a Borrowing consisting of pursuant to subsection 3.3B) (A) that are Base 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 and multiples of $1,000,000 in excess of that amount and (B) that are Eurodollar Rate Loans shall be in an integral multiple aggregate minimum amount of $5,000,000 and multiples of $1,000,000 in excess of that amount; provided that a Base Rate Borrowing may . Swingline Loans made on any Funding Date shall be in an aggregate minimum amount of $500,000 and multiples of $100,000 in excess of that is equal to the entire unused balance of the aggregate Commitments in effect at such time. (ii) To request a Borrowing, amount. Whenever the Borrower desires that Lenders make Revolving Loans it shall deliver to the Administrative Agent a fully completed and duly executed Notice of Borrowing no later than (i) 10:00 A.M. (California 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. Loan) and (New York City ii) 10:00 A.M. (California time) three 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 the Borrower desires that the Swing Line Lender make a Swing Line Loan, not it shall deliver to the Administrative Agent a duly executed Notice of Borrowing no later than 12:00 p.m. 10:00 A.M. (New York City California time) on the proposed Credit Funding Date. 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 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 telephonic notice is givenapplicable Funding Date. 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 Neither the Administrative Agent nor any Lender shall incur any liability to the Borrower in acting upon any telephonic notice referred to above that the 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 the 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 the Borrower shall have effected Loans or a conversion or continuation, as the case may be, hereunder. The Borrower shall notify 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, funding of any Loans in each case by wire transfer of same day funds in Dollars to the account event that an event has occurred and is continuing or would result from the consummation of the Administrative Agent most recently designated by it for such purpose by notice to borrowing that would constitute an Event of Default or a Potential Event of Default, and 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 acceptance by the Borrower of the proceeds of any Loans shall constitute a re-certification by the Borrower, as of the applicable Funding Date, as to the matters to which the Borrower is required to 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 Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

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 LenderLxxxxx’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 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 RateSOFR 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 RateSOFR Borrowing that results from a continuation of an outstanding Eurodollar RateSOFR 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 RateSOFR Borrowing, not later than 12:00 1:00 p.m. (New York City time) at least three U.S. Government Securities 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 LenderLxxxxx’s Loan to be made as part of the requested Borrowing. Following delivery of a Funding Notice for a Eurodollar RateSOFR Borrowing, any failure to make such Borrowing shall be subject to Section 2.17(c). (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 (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. 2.2. [Reserved]. 2.3. [Reserved].

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. (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 shall on any Funding Date will be in an aggregate minimum amount of $5,000,000 or an 5 million and integral multiple multiples of $1,000,000 100,000 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 Borrower desires a BorrowingRevolving Advance under this subsection 2.1, Borrower must give Agent written (inclusive of e-mail or facsimile) or telephonic notice of 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 proposed borrowing by 1:00 p.m. (New York City time) three Business Days before time on the proposed Credit Funding Date or (B) in the case of a Base Rate BorrowingLoan and three (3) Business Days in advance of the Funding Date of a LIBOR Loan, not later than 12:00 p.m. (New York City time) on which notice must specify the proposed Credit Date. In lieu Funding Date (which must be a Business Day), whether such Loans will consist of delivering a Funding NoticeBase Rate Loans or LIBOR Loans, and, for LIBOR Loans, the Borrower may give the Administrative Agent telephonic notice by the required time of any proposed Borrowing; provided that Interest Period applicable thereto. Any such telephonic notice shall will be promptly confirmed with a Notice of Borrowing on the same day as such request. Neither Agent nor Lender will 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(C). Neither Agent nor Lenders 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 the Administrative conditions set forth in Section 3 have been satisfied and Agent on or before has also received a Borrowing Base Certificate (updated as of the close of business on the preceding Business Day) and all other documents required under paragraphs 1, 2, 3, 9 (provided, that in the case of any document required under paragraph 9, such document was requested by the Agent in writing more than ten calendar days prior to the date that of such telephonic or written notice is givenor Notice of Borrowing) and 10 of the Reporting Rider by 1:00 p.m. New York time on the date of such funding request. In the event Each Advance will be deposited by ACH, inter-bank or wire transfer in immediately available funds in such account as Borrower may from time to time designate to Agent in writing. If, after crediting 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 payments in accordance with this paragraphsubsection 2.4(A), the Administrative Agent shall notify each Lender of the details thereof and of the any 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 by it for such purpose by notice other Loan Documents as principal, accrued interest, fees, compensation or any other amounts remains due and unpaid, Borrower will be deemed to have requested a Revolving Advance, which will 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 Agent’s books and records), such principal, accrued interest, fees, compensation or any other amounts which remain unpaid.

Borrowing Mechanics. (i) Each Loan shall be made as part of Additional AXELs that are Eurodollar Rate AXELs 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 . When Company 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 Additional AXELs 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 Restatement Effective Date (in the case of Additional AXELs that are Eurodollar Rate AXELs) or at least one Business Day in advance of the proposed Closing Date (Bin the case of Additional AXELs that are Base Rate AXELs). The Notice of Borrowing shall specify (i) the proposed Restatement Effective Date (which shall be a Business Day), (ii) the amount requested, (iii) whether such Additional AXELS shall be Base Rate AXELs or Eurodollar Rate AXELs and (iv) in the case of a any Additional AXELS requested to be made as Eurodollar Rate AXELs, the initial Interest Period requested therefor. Additional AXELs may be continued as or converted into Base Rate Borrowing, not later than 12:00 p.m. (New York City time) on AXELs and Eurodollar Rate AXELs in the proposed Credit Date. 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 Restatement Effective 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 Additional AXELs by Lenders in accordance with this paragraph, the Agreement pursuant to any such telephonic notice Company shall have effected Additional AXELs 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 Restatement Effective Date in the event that any of the matters to which Company is required to certify in the Notice of Borrowing is no longer true and correct as of the Restatement Effective Date, in each case and the acceptance by wire transfer Company of same day funds in Dollars the proceeds of any Additional AXELs shall constitute a re-certification by Company, as of the Restatement Effective 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. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for Additional AXELs that are Eurodollar Rate AXELs (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith.

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. (i) Each Loan borrowing of Loans relating to a particular Aircraft and related Spare Engines shall be made as part by the delivery of a Notice of Borrowing consisting of Loans of the same Type made by the Lenders proportionately Borrower 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. Noon (New York City time) on the third Business Day prior to the date of the proposed Credit Dateborrowing. Administrative Agent shall give to each Lender prompt notice thereof. Each such Notice of Borrowing shall be irrevocable and binding on Borrower. Each such Notice of Borrowing shall be in the form of Exhibit I. The Notice of Borrowing shall specify (i) the proposed borrowing date (which shall be a Business Day), (ii) the amount of Loans requested and (iii) the Aircraft and related Spare Engines to which the Loans relate. In lieu of delivering a Funding Noticethe above described Notice 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 executed Funding Notice to the writing. (ii) Neither Administrative Agent on or before the close of business on the date that such 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 a duly authorized 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, and upon funding of the Loans by Lenders in accordance with this paragraph, Agreement pursuant to any such telephonic notice Borrower shall have effected the Loans 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 the Loans in the event that any of the matters to which Borrower is required to certify in the Notice of Borrowing is no longer true and correct as of the Initial Borrowing Date and the acceptance by Borrower of the proceeds of any Loans shall constitute a recertification by Borrower as of the Initial Borrowing Date, in each case by wire transfer of same day funds in Dollars 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.

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 Xxxxxxxx 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 Xxxxxxxx. (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 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 Borrowing, not later than 12:00 p.m. (New York City time) at least three 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 Lender’s Loan to be made as part of the requested Borrowing. Following delivery of a Funding Notice for a Eurodollar Rate 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. 2.2. [Reserved]. 2.3. [Reserved]. 2.4. [Reserved].

Borrowing Mechanics. (i) Each Loan shall be Borrowing Notices and Amounts Loans made as part of on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a Borrowing consisting of request by Swing Line Lender pursuant to Section 2.1(a)(iii) or Revolving Loans of the same Type made by the Lenders proportionately pursuant to their respective Pro Rata Shares. At the time each Borrowing is made, such Borrowing Section 10.3(b)) 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 that a Base Rate Borrowing may . Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $100,000 and multiples of $100,000 in excess of that is equal to amount. Whenever Company desires that the entire unused balance of the aggregate Commitments in effect at such time. (ii) To request a BorrowingLenders make Term Loans or Revolving Loans, the Borrower Company 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 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 Company shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 12:00 p.m. 11:00 A.M. (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 and LIBOR Loans in the manner provided in Section 2.2(d). In lieu of delivering a Funding NoticeNotice of Borrowing, the Borrower Company may give the Administrative Agent telephonic notice by the required time of any for the proposed Borrowingborrowing under this Section 2.1(b); 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. (ii) Telephonic Notice 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 an Officer or other Person authorized to borrow on behalf of a Funding Notice Company or for otherwise acting in good faith under this Section 2.1(b) or under Section 2.2(d), 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 Section 2.2(d), in each case in accordance with this paragraphAgreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation thereof, as 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 Borrowingcase may be, hereunder. (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 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 Xxxxxx’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.