Common use of Borrowings Clause in Contracts

Borrowings. (i) Each Revolving Credit Borrowing shall be made on notice given by the Borrower to the Administrative Agent not later than 1:00 p.m. (New York time) (i) one Business Day, in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrower.

Borrowings. (i) Each Revolving Credit Borrowing shall be made If, prior to the Conversion Date, the Collateral Manager wishes to purchase an Asset on notice given by behalf of the Borrower for which the Approval Request has been approved pursuant to Section 2(b) and funds in the Trust Account are insufficient to provide for such purchase, the Collateral Manager shall request a Loan for such purpose by, no later than noon, New York City time, on the third Business Day preceding the proposed date of such Loan, providing to the Administrative Agent not (with a copy to the Borrower) an irrevocable notice (which may be signed by the Collateral Manager on behalf of the Borrower) by electronic mail or facsimile transmission substantially in the form of Annex B hereto (together with any attachments required in connection therewith, a “Borrowing Request”). The Administrative Agent shall notify, as soon as reasonably practical but in no event later than 1:00 5:00 p.m. (New York timeCity time three (3) (i) one Business Day, in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, Days prior to the proposed date of the proposed BorrowingLoan, the Lenders each time it receives a Borrowing Request. Each such notice Unless otherwise agreed to by the Lenders, each Loan shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the minimum principal amount of such Swing Loan. Each Revolving Credit Borrowing $500,000 and shall be in an aggregate amount of (not less than $1,000,000 or an integral multiple zero) equal to (i) the Purchase Price of $1,000,000 the Asset, together with any purchased accrued interest with respect thereto (as specified in excess thereof. the Approval Request) minus (ii) The Administrative Agent the balance (if any) in the Trust Account. To the extent that more than one Lender is a party hereto, each Loan shall give to each Revolving Credit consist of loans made by the Lenders ratably in accordance with their Individual Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate)Maximum Funding Amounts. Each Lender shallat its option may make any Loan or portion of a Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan and may at any time cause any Loan to be transferred to any domestic or foreign branch or Affiliate of such Lender. Upon satisfaction of the conditions to borrowing set forth in this Section 2 and in Section 7, before 11:00 am. (New York time) the Lenders shall advance the applicable principal amount of each Loan on the date specified in the related Borrowing Request and the proceeds thereof shall be paid into the Trust Account or otherwise at the direction of the proposed BorrowingBorrower (or the Collateral Manager on its behalf) as set forth in the Borrowing Request for application toward the acquisition cost of the related Asset. The Lenders shall not fund any Loans to the Borrower if a Default has occurred and is continuing. Notwithstanding the preceding paragraph, make available the Collateral Manager, on behalf of the Borrower, may deliver a Borrowing Request to the Administrative Agent at its address referred on the first or second Business Day prior to in Section 11.8 the proposed date of the funding of a Loan (Notices, Etc.an “Expedited Borrowing Request”), in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such fundsan Expedited Borrowing Request, the Administrative Agent shall promptly notify the Lenders of such Loan, and the Lenders shall use commercially reasonable efforts to make such funds available Loan on the proposed funding date set forth in the Expedited Borrowing Request subject to the Borrowerterms and conditions for borrowings otherwise set forth in this Agreement, except that the Borrower shall pay to the Lenders any losses, costs or expenses incurred by the Lenders in connection with making such Loan on such proposed funding date on the date any interest is due under such Loan; provided, that if the Lenders are unable to make a Loan pursuant to an Expedited Borrowing Request due to the occurrence of a force majeure, or any other unexpected and unforeseen event, including, without limitation, market disruptions, the Lenders shall make such Loan subject to the terms and conditions for Loans otherwise set forth in this Agreement as soon as they are reasonably able to do so.

Borrowings. (ia) Each Revolving Credit Borrowing shall be made on notice given by the Borrower Subject to the Administrative Agent not later than 1:00 p.m. (New York time) (i) one terms and conditions hereof, on any Business Day, in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, Day prior to the date Commitment Termination Date, the Issuer (or the Collateral Manager on behalf of the proposed Borrowing. Each such Issuer) may request Borrowings (each a “Borrowing Request”) hereunder in an amount equal to or greater than the Minimum Borrowing Amount. (b) From time to time as required pursuant to and in accordance with the terms of the Indenture, the Issuer (or the Collateral Manager on behalf of the Issuer) may deliver to the Revolving Credit Note Agent and the Class A-R Noteholders a notice shall be (with a copy to the Trustee and the Collateral Manager, if not the notifying party), substantially in substantially the form of Exhibit C A hereto (Form of Notice of Borrowing) (each, a “Notice of Borrowing”), specifying of a proposed Borrowing no later than 5:00 p.m. (New York City time) on the third Business Day prior to the proposed Borrowing Date. Each of the Issuer and, if applicable, the Collateral Manager agrees that any Notice of Borrowing delivered pursuant to this Section 2.1(b) shall be transmitted to the Revolving Credit Note Agent and the Class A) -R Noteholders by electronic mail (to the date electronic mail address specified on the Revolving Credit Note Agent’s and each Class A-R Noteholder’s respective signature pages to this Agreement), shall be substantially in the form of such Exhibit A hereto, and shall specify the proposed BorrowingBorrowing Date (which shall be a Business Day), (B) the aggregate amount of such proposed BorrowingBorrowing and relevant wire transfer instructions. In the event any Notice of Borrowing is not transmitted to the Revolving Credit Note Agent and the Class A-R Noteholders until after 5:00 p.m. (New York City time) on a Business Day, (C) whether any portion of the proposed Borrowing it will be treated as having been transmitted on the following Business Day for all purposes hereunder. The Revolving Credit Note Agent shall notify the Collateral Manager promptly (and in any event within one Business Day) of Base Rate Loans or Eurodollar Rate Loans any change to the electronic mail address specified on each Class A-R Noteholder’s signature page to this Agreement to the extent that the Revolving Credit Note Agent has received notice of such change from a Class A-R Noteholder. (c) So long as (x) the Commitment Termination Date has not occurred and (Dy) for each Eurodollar Rate Loanthe conditions to funding set out in Section 3.1 have been satisfied, the initial Interest Period or Periods thereof. Loans Class A-R Noteholders shall be made as Base Rate Loans unless, subject make Advances to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Issuer on the Borrowing Date specified in the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a(pro rata based on their respective Commitment Percentages) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof.as follows: (iii) The Administrative Agent shall give each Class A-R Noteholder obligated to each Revolving Credit Lender prompt notice of make an Advance hereunder, no later than 12:00 p.m. (New York City time) on the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested Date specified in such the Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make shall have made available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.)Trustee, in immediately available funds, such Lender’s Ratable Portion an amount equal to its Commitment Percentage of the Borrowing in respect of such proposed Advance in accordance with the wire transfer instructions set forth in the Notice of Borrowing. Upon fulfillment ; (or due waiver ii) a Class A-R Noteholder that has elected to establish a Class A-R Prepayment Account pursuant to Section 2.5(a) shall be deemed to satisfy its obligation under clause (i) if, no later than 12:00 p.m. (New York City time) on the Borrowing Date specified in the Notice of Borrowing, such Class A-R Noteholder has cash standing to the credit of its Class A-R Prepayment Account in an amount no less than its Commitment Percentage of the Borrowing in respect of such Advance; If, as of 12:00 p.m. (New York City time) on the Borrowing Date specified in the related Notice of Borrowing: (A) each Class A-R Noteholder has satisfied its Advance payment obligation (either by payment to the Trustee in accordance with Section 11.1 2.1(c)(i) or deemed satisfaction pursuant to Section 2.1(c)(ii) above), (AmendmentsI) the Trustee shall transfer all funds received pursuant to Section 2.1(c)(i) to the Principal Collection Subaccount and (II) in the case of any Class A-R Noteholder that has satisfied such obligation pursuant to Section 2.1(c)(ii), Waiversthe Trustee shall (at the direction of the Collateral Manager) instruct the Custodian (without consent of such Class A-R Noteholder) to transfer cash in an amount equal to such Class A-R Noteholder’s Commitment Percentage of the Borrowing in respect of such Advance from such Class A-R Prepayment Account to the Principal Collection Subaccount; or (B) any Class A-R Noteholder has failed to satisfy its Advance payment obligation (whether by payment to the Trustee in accordance with Section 2.1(c)(i) or deemed satisfaction pursuant to Section 2.1(c)(ii) above), Etc.(I) if the Trustee has received funds from a Class A-R Noteholder pursuant to Section 2.1(c)(i), the Trustee shall return such funds to such Class A-R Noteholder and (II) with respect to any funds standing to the credit of a Class A-R Prepayment Account, the Trustee shall (at the direction of the Collateral Manager) instruct the Custodian to return such funds to the related Class A-R Noteholder. For the avoidance of doubt, if with respect to any Advance, a Class A-R Noteholder has satisfied its Advance payment obligation pursuant to Section 2.1(c)(ii) but any other Class A-R Noteholder has failed to satisfy its own Advance payment obligation as of 12:00 p.m. (New York City time) on the Closing Borrowing Date, of the applicable conditions set forth Section 3.1 Trustee shall not be entitled to instruct the Custodian to transfer cash from such Class A-R Prepayment Account to the Issuer or any other Person (Conditions Precedent to Initial Loans and Letters of Credit), other than such Class A-R Noteholder as required by sub-clause (B) above) without the consent of such Class A-R Noteholder. (d) The Issuer hereby agrees that each Class A-R Noteholder, acting in good faith, (i) is entitled to rely upon any Notice of Borrowing furnished to such Class A-R Noteholder hereunder by the Collateral Manager purporting to act on the First Amendment Effective Date, behalf of the applicable conditions set forth in Section 3 of the First Amendment Issuer, is genuine and authorized and (Cii) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available not be liable to the BorrowerIssuer with respect to any action taken or omitted to be taken by such Class A-R Noteholder in good faith in accordance with any such Notice of Borrowing.

Borrowings. (ia) Each Revolving Credit Borrowing shall be made on upon the Borrower’s irrevocable notice (in the form of a written Loan Notice, appropriately completed and signed by a Responsible Financial Officer of the Borrower) to the Administrative Agent, which must be given by not later than 11:00 a.m. at least three (3) Business Days in advance of the Borrower requested date of the applicable Borrowing (or such period of fewer than three (3) Business Days as the Administrative Agent shall agree in its sole discretion). Each Loan Notice shall specify (i) the requested date of the Borrowing (which shall be a Business Day) and (ii) the principal amount of Loans to be borrowed. For the avoidance of doubt, the Borrowing shall be in a principal amount of the Final Funding Amount. (b) Following receipt of a Loan Notice for a Facility, the Administrative Agent shall promptly notify each Appropriate Lender of the amount of its Applicable Percentage under such Facility of the applicable Loans. Each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. (New York time) (i) one on the Business Day, Day specified in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing applicable Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed BorrowingNotice. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, satisfaction of the applicable conditions set forth in Section 3 of 5.03 (and, if such Borrowing is the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Dateinitial Borrowing, Section 5.02), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such all funds so received available to the Borrower in like funds as received by the Administrative Agent by wire transfer of such funds in accordance with instructions provided to (and acceptable to) the Administrative Agent by the Borrower. (c) The Administrative Agent shall promptly notify the Borrower and the Lenders upon determining the interest rate for each Borrowing of Term SOFR Loans after its receipt of the relevant Loan Notice; provided, however, that the failure of the Administrative Agent to provide the Borrower or the Lenders with any such notice shall neither affect any obligations of the Borrower or the Lenders hereunder nor result in any liability on the part of the Administrative Agent to the Borrower or any Lender. Each such determination shall, absent manifest error, be conclusive and binding on all parties hereto.

Borrowings. (ia) Each Revolving Credit In order to make a Borrowing (other than Borrowings involving continuations or conversions of outstanding Loans, which shall be made on pursuant to Section 1.6), the Borrowers shall give the Agent written notice given by the Borrower to the Administrative Agent not no later than 1:00 p.m. (New York time) (i) one on the date which is three Business Day, Days prior to the requested Borrowing date in the case of a each LIBOR Rate Loan (or on the date which is one Business Day prior to the requested Borrowing of Base Rate Loans and (ii) three Business Days, date in the case of a Borrowing of Eurodollar each Base Rate Loans, prior to the date of the proposed BorrowingLoan). Each such notice Notice of Borrowing shall be irrevocable (except as expressly provided in substantially the form of Exhibit C Section 1.5(d) below) and shall specify: (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (Ai) the date of such proposed Borrowingrequested Borrowing date, which shall be a Business Day; (B) the aggregate amount of such proposed Borrowing, (Cii) whether any portion the Borrowing is to consist of the proposed Borrowing will be of Base LIBOR Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject Loans; and (iii) if the Borrowing is to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base LIBOR Rate Loans, the Administrative Agent may make a Swing Loan available Interest Period applicable to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof.Loans; (iib) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s Upon receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings andBorrowing, if Eurodollar Rate Loans are properly requested in the Agent will promptly notify each Lender of such Notice of Borrowing and of the amount of such Lender’s Commitment Percentage of the Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, will make available to the Administrative Agent at its address referred to an amount in Section 11.8 (Notices, Etc.), Dollars and in immediately available funds, equal to the amount of such Lender’s Ratable Portion Commitment Percentage of such proposed the Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) not later than 10:00 a.m. on the Closing Date, requested Borrowing date. (c) The proceeds of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including each requested Borrowing after the Closing Date and will be made available to the First Amendment Effective DateBorrower by the Agent by wire transfer of such amount to the Borrower pursuant to the wire transfer instructions specified on the signature page hereto (or as directed by the Borrower in written directions from the Borrower to the Agent). (d) Subject to the provisions of Section 7.4, each Notice of Borrowing may state that such notice is conditioned upon the applicable conditions set forth effectiveness of other transactions permitted under this Agreement, in Section 3.2 which case such Notice of Borrowing may be revoked by the Borrower (Conditions Precedent by written notice to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available ) on or prior to the Borrowerspecified Borrowing date.

Borrowings. (ia) Each Revolving Credit Borrowing shall be made upon the Borrower’s irrevocable notice (in the form of a written Loan Notice, appropriately completed and signed by a Responsible Financial Officer of the Borrower) to the Administrative Agent, which must be given not later than 9:00 a.m. on notice given by the Borrower date at least twenty (20) Business Days (or such shorter period as the Administrative Agent may agree in its sole discretion) in advance of the requested date of the Term A Borrowing, the Term B Borrowing or the Term C Borrowing, as the case may be. Each Loan Notice shall specify (i) the requested date of the Borrowing (which shall be a Business Day) and (ii) the principal amount of Loans to be borrowed. For the avoidance of doubt, the Term A Borrowing shall be in a principal amount of $125,000,000, the Term B Borrowing shall be in a principal amount of $25,000,000 and the Term C Borrowing shall be in a principal amount of $50,000,000. (b) Following receipt of a Loan Notice for a Facility, the Administrative Agent shall promptly notify each Appropriate Lender of the amount of its Applicable Percentage under such Facility of the applicable Loans. Each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. (New York time) (i) one on the Business Day, Day specified in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing applicable Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed BorrowingNotice. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, satisfaction of the applicable conditions set forth in Section 3 of 5.02 (and, if such Borrowing is the First Amendment initial Borrowing, Section 5.01) and (C) at any time (including subject to the Closing Date Term A Draw Conditions, the Term B Draw Conditions and the First Amendment Effective Date)Term C Draw Conditions, of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such fundsas applicable, the Administrative Agent shall make such all funds so received available to the Borrower in like funds as received by the Administrative Agent by wire transfer of such funds in accordance with instructions provided to (and acceptable to) the Administrative Agent by the Borrower.

Borrowings. (i) Borrowings may be made once a week and will be disbursed on Thursday, unless Thursday is not a Business Day in which case such Borrowing will be disbursed on the next day which is a Business Day. Each Revolving Credit Borrowing shall be made on notice given by the Borrower to the Administrative Agent not later than 1:00 p.m. (New York time) (i) one Business Day, an irrevocable written request in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C A (Form of Notice of Borrowing) (each, a “Notice of Borrowing”), signed by a Responsible Officer delivered to the Administrative Agent. Such notice must be received by Administrative Agent no later than 2:00 p.m. (New York time) on the Monday (or, if such Monday is not a Business Day, on the immediately preceding Business Day) prior to the requested Borrowing Date with respect to each Advance (i) specifying (A) the date amount of such proposed Borrowing, and (B) the aggregate amount requested Borrowing Date, which shall be a Business Day and shall be a Thursday (or, if Thursday is not a Business Day, the next succeeding Business Day) and (ii) including a copy of the Borrowing Base Certificate which includes a detailed calculation of the Borrowing Base pro forma for such Borrowing as of such proposed Borrowing, (C) whether any portion requested Borrowing Date. The disbursement of the proposed Borrowing Advances will be funded (i) in the event the proceeds of Base Rate Loans such Advance will be applied to the purchase or Eurodollar Rate Loans origination of an Eligible Collateral Loan on such date, as directed by the Borrower in writing and otherwise in accordance with Section 2.02(b) as if such funds were being withdrawn from the Pre-Funding Account, or (Dii) for each Eurodollar Rate Loanotherwise, directly into the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unlessPre-Funding Account, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), withdrawal as expressly permitted hereunder. Submission of a request for an Advance hereunder shall obligate Borrower to pay interest on such Advance in accordance with this Agreement from the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to date the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount proceeds of such Swing LoanAdvance are deposited into the Pre-Funding Account. Each Revolving Credit Borrowing shall be in an aggregate a minimum amount of not less than $1,000,000 500,000 or an integral multiple of $1,000,000 100,000 in excess thereof. (ii) The Administrative Agent shall give to notify each Revolving Credit Lender prompt notice of the Administrative Agent’s its receipt of a such Notice of Borrowing with respect and shall advise each applicable Lender of the details thereof and of the amounts of such Lender’s Advance to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly be made as part of the requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a. (iii) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) not later than 3:00 p.m. on the date each Borrowing Date in respect of the proposed BorrowingAdvances, make available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, Percentage of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters Borrowing on each Borrowing Date by wire transfer of Credit), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such immediately available funds available to the BorrowerPre-Funding Account.

Borrowings. (i) Each Revolving Credit Borrowing The Borrower shall be made on notice given by the Borrower to give the Administrative Agent not later than 1:00 p.m. (New York time) (i) one Business Dayand the Collateral Agent notice of each request for a Borrowing, in the case of pursuant to a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed BorrowingReport, and in accordance with the aggregate amount provisions of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing LoanSection 4.2 hereof. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (ii) The Administrative Agent shall give promptly forward a copy of such Borrowing Report to each Revolving Credit Lender prompt notice Managing Agent and each Managing Agent shall promptly forward to its Group Banks. On the Borrowing Date specified in the Borrowing Report and subject to all other terms and conditions of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings andthis Agreement, if Eurodollar Rate Loans are properly requested each Issuer may, in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) its discretion (Determination of Interest Rateexcept that Xxxxxx shall). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make available to the Administrative its Managing Agent at the office of its address referred to Managing Agent set forth in Section 11.8 (Notices, Etc.)14.1, in immediately available funds, its pro rata share of the Borrowing. (ii) To the extent that an Issuer (other than Xxxxxx) shall elect not to fund a Borrowing requested by the Borrower, each related Group Bank agrees that it shall, on the Borrowing Date specified in the Borrowing Report and subject to all other terms and conditions of this Agreement, make available to its Managing Agent at the office of the Managing Agent set forth in Section 14.1, in immediately available funds, an amount equal to the product of (x) such LenderBank’s Ratable Portion Bank Commitment Percentage, multiplied by (y) the portion of such proposed Borrowing. Upon Borrowing that such Issuer or Issuers have elected not to fund. (iii) After each Managing Agent’s receipt of funds pursuant to the preceding paragraph (i) or (ii) and upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date)Article IV, of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative each Managing Agent shall will make such funds available to the Administrative Agent by crediting the Administrative Agent’s Account and the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s operating account with a like amount of immediately available funds. So long as the Borrower is otherwise entitled to make a specific Borrowing, Borrowing Reports that are received by the Administrative Agent and Collateral Agent by 3:30 p.m. (eastern time) and forwarded to each Managing Agent and its Group Banks by 4:30 p.m. (eastern time) on a Business Day will be funded on the next Business Day following receipt of the Borrowing Report. (iv) Notwithstanding the foregoing, a Bank shall not be obligated to make Advances under this Section 2.3 at any time to the extent that the principal amount of all Advances made by such Bank would exceed such Bank’s Bank Commitment less the outstanding and unpaid principal amount of any loans or purchases made by such Bank under a Liquidity Agreement. In addition, notwithstanding the foregoing, Xxxxxx shall not be obligated to make Advances under this Section 2.3(a)(iv) at any time to the extent that the principal amount of all Advances made by Xxxxxx would exceed Xxxxxx’x Issuer Facility Amount less the outstanding and unpaid principal amount of any loans or purchases made by the related Group Banks under the related Liquidity Agreement. Each Bank’s obligation shall be several, such that the failure of any Bank to make available to the Borrower any funds in connection with any Borrowing shall not relieve any other Bank of its obligation, if any, hereunder to make funds available on the date of such Borrowing, but no Bank shall be responsible for the failure of any other Bank to make funds available in connection with any Borrowing. No Bank that is a member of one Group shall be obligated to make funds available in respect of another Group of which it is not a member.

Borrowings. (ia) Each Revolving Credit Borrowing shall be made Subject to Section 4.3, GFC (acting on notice given by the Borrower to the Administrative Agent not later than 1:00 p.m. (New York time) (i) one Business Day, in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date behalf of the proposed Borrowing. Each such relevant Initial Borrower) shall give the Facility Agent (who shall promptly notify each Lender thereof) and Ex-Im Bank notice shall be in substantially the form of Exhibit C A hereto of each borrowing by such Borrower hereunder (Form of Notice of Borrowing) (each, a “Notice of Borrowing”"NOTICE OF BORROWING"), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (iib) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s Following receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings andfrom GFC (on behalf of the relevant Initial Borrower), if Eurodollar the Facility Agent shall determine the Floating Rate Loans are properly (for the initial Interest Period) or the Fixed Rate, as the case may be, as requested in such Notice of Borrowing, to be applicable to the applicable relevant Loan in accordance with the respective definition thereof, 2 <PAGE> [Loan Agreement] provided that, in the case of a determination of the Fixed Rate, if the Facility Agent is unable to agree the rate with GFC (as provided in the definition of Fixed Rate) prior to the Borrowing Date for such Loan then such Loan shall initially bear interest rate determined pursuant at the Floating Rate. (c) Upon determination of the Applicable Rate on or prior to Section 2.14(a) (Determination the relevant Borrowing Date for a Loan, the Facility Agent shall calculate the Basic Rent and Termination Value schedules in respect of Interest Rate)the relevant Aircraft on the basis of such Applicable Rate for such Loan, and shall submit such calculated schedules to GFC and Ex-Im Bank for approval. Each On the relevant Borrowing Date, each Lender shall, before 11:00 am. (New York time) on subject to Section 2.1 and subject further to the date satisfaction of the proposed Borrowingconditions precedent set forth in Section 7(a), make available to the Administrative Facility Agent its Designated Percentage of the amount of the Loan to be made, at its address referred an account to be designated by the Facility Agent with Barclays Bank PLC, New York, New York, or to such other account in Section 11.8 (NoticesNew York, Etc.)New York as the Facility Agent may specify for such purpose, in Dollars and immediately available funds, for account of the relevant Borrower. The aggregate amount so received by the Facility Agent shall, subject to the terms and conditions of this Agreement and the other Operative Documents, be made available to the Initial Borrower of the relevant Loan by depositing the same, in immediately available funds, such Lender’s Ratable Portion in the Designated Account. Without prejudice to the last sentence of such proposed Borrowing. Upon fulfillment Section 2.1, (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)a) (A) on the Closing Date, obligations of the applicable conditions set forth Section 3.1 Lenders hereunder are the several obligations of each Lender and not joint and several obligations, and (Conditions Precedent b) no Lender shall have any liability to Initial Loans and Letters any Borrower, any Guarantor or any Lessee for the failure of Credit), (B) on the First Amendment Effective Date, any other Lender to advance its portion of any Loan hereunder. The Facility Agent shall have no such liability. The rights of the applicable conditions set forth in Section 3 of Lenders hereunder and under the First Amendment and (C) other Operative Documents are several. Any amount at any time (including owing by a Borrower to any party hereto under this Agreement or any other Operative Document shall be a separate and independent debt from the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent amount owing to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrowerany other party hereto.

Borrowings. (a) Each of the Capital Expenditure Loan Borrowings, Energy Hedging Loan Borrowings and Liquidity Loan Borrowings shall be made upon the delivery by the Borrower of an irrevocable Borrowing Request (or telephonic or email notice promptly confirmed by delivery of an irrevocable Borrowing Request) to the Facility Agent (which shall give to each Lender prompt notice thereof by facsimile transmission), given no later than 1:00 p.m., New York City time, at least four (4) Business Days prior to the requested date of any Capital Expenditure Loan Borrowing, Energy Hedging Loan Borrowing or Liquidity Loan Borrowing; provided that if such Loan is to be made as an Alternate Base Rate Loan, such notice shall be so delivered no later than 1:00 p.m., New York City time, at least one (1) Business Day prior to the requested date of any Capital Expenditure Loan Borrowing, Energy Hedging Loan Borrowing or Liquidity Loan Borrowing. Each such Borrowing Request shall specify (i) Each Revolving Credit whether the Borrower is requesting a Capital Expenditure Loan Borrowing, Energy Hedging Loan Borrowing or Liquidity Loan Borrowing, (ii) the requested date of such Borrowing (which shall be made on notice given by the Borrower to the Administrative Agent not later than 1:00 p.m. (New York time) (i) one a Business Day), (iii) in the case of a Capital Expenditure Loan Borrowing, Energy Hedging Loan Borrowing of or Liquidity Loan Borrowing, whether the related Capital Expenditure Loan, Energy Hedging Loan or Liquidity Loan is to be made as an Alternate Base Rate Loans and (ii) three Business Days, in the case of Loan or a Borrowing of Eurodollar LIBO Rate Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed BorrowingLoan, (Biv) if the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will related Loan is to be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar made as a LIBO Rate Loan, the initial Interest Period or Periods thereof. applicable to such Borrowing, and (v) the aggregate principal amount of Loans to be borrowed (and, subject to the terms and conditions set forth herein, the principal amount to be borrowed from each Lender shall be its ratable share of such aggregate principal amount, based upon the respective Commitments of each of the Lenders at such time). (b) Borrowings of any Capital Expenditure Loans, Energy Hedging Loans and Liquidity Loans shall be made as Base Rate Loans unlessin minimum amounts of $1,000,000 and increments of $500,000 in excess thereof; provided that with respect to each Facility, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof i) there shall be Eurodollar Rate Loans. Notwithstanding anything to no more than sixty (60) Borrowings, and (ii) there shall be no more than five (5) different Interest Periods at any one time for each such Facility. (c) In the contrary contained in Section 2.3(a) (Swing Loans), if any Notice case of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed each Borrowing, and each Lender shall make the aggregate amount of the corresponding Loan to be made by it hereunder on the proposed Borrowing shall be reduced accordingly date thereof by wire transfer of immediately available funds not later than 11:00 a.m., New York City time, to the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice account of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in Facility Agent most recently designated by it for such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make available purpose by notice to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed BorrowingLenders. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, satisfaction of the applicable conditions set forth in Section 3 of 4.02 and Section 4.03, the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date)Facility Agent shall make all funds so received available not later than 1:00 p.m., of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit)New York City time, and after the Administrative Agent’s receipt by wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Facility Agent shall make such funds available to by the Borrower. (d) The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.

Borrowings. (a) Not later than 8:00 P.M. (New York City time) on the Business Day before the date of any Loan that MSAF wishes ILFC to make pursuant to Section 3.01(a), MSAF shall give ILFC notice (a "NOTICE OF BORROWING") (provided that such notice may be given orally by telephone if MSAF provides written confirmation of such notice by 8:30 P.M. (New York City time)), stating that the purpose of such Loan is to enable MSAF to make a payment of principal of or interest on MSAF's securitization debt and specifying: (i) Each Revolving Credit Borrowing shall be made on notice given by the Borrower to the Administrative Agent not later than 1:00 p.m. (New York time) (i) one Business Day, in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof.applicable Total MSAF Facilities Drawing Amount; (ii) The Administrative Agent the amount of such Loan, which shall give be equal to each Revolving Credit Lender prompt notice the related ILFC Drawing Share; and (iii) the date (which shall be a Business Day) of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(aLoan. (b) (Determination of Interest Rate). Each Lender shall, before 11:00 am. Not later than 5:30 P.M. (New York City time) on the date of the proposed Borrowingany Loan specified in a Notice of Borrowing given pursuant to Section 3.02(a), ILFC shall make available the amount of such Loan to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.)MSAF, in lawful money of the United States in Federal or other funds immediately available fundsin New York City. (c) If, such Lender’s Ratable Portion for any reason, on the date of such proposed Borrowing. Upon fulfillment any Loan MSAF does not receive the full applicable Total MSAF Facilities Drawing Amount under the MSAF Facilities, not later than 8:30 P.M. (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (ANew York City time) on the Closing Datedate of such Loan, MSAF may give ILFC notice of an additional Loan (a "NOTICE OF ADDITIONAL BORROWING"), specifying: (i) the shortfall in such Total MSAF Facilities Drawing Amount; and (ii) the amount of such additional Loan, which may be any amount up to the Commitment Amount; and (iii) the date (which shall be the next Business Day) of such additional Loan. (d) Not later than 5:30 P.M. (New York City time) on the date of any additional Loan specified in a Notice of Additional Borrowing, ILFC shall make available the amount of the applicable conditions set forth Section 3.1 (Conditions Precedent additional Loan to Initial Loans and Letters of Credit)MSAF, (B) on the First Amendment Effective Date, in lawful money of the applicable conditions set forth United States in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth Federal or other funds immediately available in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the BorrowerNew York City.

Borrowings. (ia) Each Revolving Credit Borrowing shall be made on upon the Borrower’s irrevocable notice to the Administrative Agent of such Borrowing, which may be given by the Borrower to telephone. Each such notice must be received by the Administrative Agent not later than 1:00 p.m. 12:00 noon (New York, New York time) three (3) Business Days before the requested date of such Borrowing. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing (other than the Borrowing requested and made on the Effective Date) shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each Loan Notice shall specify, as applicable, (i) one Business Daythat the Borrower is requesting a Borrowing, in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, prior to the requested date of the proposed Borrowing. Each such notice Borrowing (which shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”Business Day), specifying and (Aiii) the date of such proposed Borrowing, (B) the aggregate principal amount of such proposed Borrowing, Loans to be borrowed. (Cb) whether any portion Following receipt of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate LoansLoan Notice, the Administrative Agent may make a Swing Loan available to shall promptly notify each Lender of the Borrower in an aggregate amount not to exceed such proposed of its Pro Rata Share of the applicable Loans. In the case of each Borrowing, and each Lender shall make (or cause its Applicable Lending Office to make) the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make its Loan available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.), in immediately available funds, such Lenderfunds at the Administrative Agent’s Ratable Portion of such proposed BorrowingOffice not later than 1:00 p.m. on the Business Day specified in the applicable Loan Notice. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, satisfaction of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds4.02, the Administrative Agent shall make such all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of the Administrative Agent with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower. (c) The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.

Borrowings. (ia) Each Term Borrowing and each Revolving Credit Borrowing shall be made on notice given by upon the Borrower Representative’s irrevocable notice to Administrative Agent, on behalf of the applicable Borrower. Each such notice from the Borrower Representative shall be in the form of a fully executed Funding Notice delivered to Administrative Agent no later than (i) 12:00 p.m. at least three (3) Business Days (or, in the case of the initial Credit Extensions on the Closing Date and the Credit Extensions on the Delayed Draw Funding Date, one (1) Business Day) prior to the requested date of any Borrowing of LIBOR RateSOFR Loans, and (ii) 12:00 p.m. at least one (1) Business Day in advance of the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrower Representative 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 Administrative Agent not later than 1:00 p.m. 12:00 p.m., five (New York time5) (i) one Business Day, in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, Days prior to the requested date of such Borrowing, whereupon Administrative Agent shall give prompt notice to the applicable Lenders of such request and determine whether the requested Interest Period is acceptable to all of them, thereafter Administrative Agent shall notify the Borrower Representative (which notice may be by telephone) whether or not the requested Interest Period has been consented to by such Xxxxxxx. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR RateSOFR Loan shall, unless Borrower Representative is notified pursuant to Section 2.17 or Section 2.27 that LIBOR RateSOFR Loans are not available, be irrevocable on and after the related Interest Rate Determination Date, and Borrowers shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender of the proposed Borrowingborrowing. Each such notice Borrowing of LIBOR RateSOFR Loans shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral a whole multiple of $1,000,000 in excess thereof. . Except as provided in Section 2.03(c) and Section 2.04(b), each Borrowing of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each Funding Notice (whether telephonic or written) shall specify (i) whether the Borrower(s) are requesting a Term Borrowing or a Revolving Credit Borrowing, (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make available to the Administrative Agent at its address referred to in Section 11.8 Borrowing (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Creditwhich shall be a Business Day), (Biii) on the First Amendment Effective Dateprincipal amount of Loans to be borrowed, (iv) the Type of Loans to be borrowed, (v) if applicable, the duration of the applicable conditions set forth in Section 3 of the First Amendment Interest Period with respect thereto and (Cvi) at remittance instructions. If the Borrower Representative requests a Borrowing of LIBOR RateSOFR Loans in any time (including such Funding Notice but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If the Closing Date and the First Amendment Effective Date), of Borrower Representative fails to specify between a Base Rate Loan or a LIBOR RateSOFR Loan in the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter Funding Notice, then the applicable Term Loans or Revolving Loans shall be made as LIBOR RateSOFR Loans with an Interest Period of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrowerone month.

Borrowings. (i) Each Revolving Credit Borrowing shall be made on notice given by the Borrower Company to the Administrative Agent not later than 1:00 p.m. (New York time) (i) one Business Day, in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower Company in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrower.

Borrowings. (i) Each Term Borrowing and each Revolving Credit Borrowing shall be made on notice given by upon the Borrower Representative’s irrevocable notice to Administrative Agent, on behalf of the applicable Borrower. Each such notice from the Borrower Representative shall be in the form of a fully executed Funding Notice delivered to Administrative Agent no later than (i) 12:00 p.m. at least three (3) Business Days (or, in the case of the initial Credit Extensions on the Closing Date and the Credit Extensions on the Delayed Draw Funding Date, one (1) Business Day) prior to the requested date of any Borrowing of LIBOR Rate Loans, and (ii) 12:00 p.m. at least one (1) Business Day in advance of the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrower Representative 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 Administrative Agent not later than 1:00 p.m. 12:00 p.m., five (New York time5) (i) one Business Day, in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, Days prior to the requested date of such Borrowing, whereupon Administrative Agent shall give prompt notice to the applicable Lenders of such request and determine whether the requested Interest Period is acceptable to all of them, thereafter Administrative Agent shall notify the Borrower Representative (which notice may be by telephone) whether or not the requested Interest Period has been consented to by such Lenders. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate Loan shall, unless Borrower Representative is notified pursuant to Section 2.17 or Section 2.27 that LIBOR Rate Loans are not available, be irrevocable on and after the related Interest Rate Determination Date, and Borrowers shall be DOC ID - 36220401.1 bound to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender of the proposed Borrowingborrowing. Each such notice Borrowing of LIBOR Rate Loans shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral a whole multiple of $1,000,000 in excess thereof. . Except as provided in Section 2.03(c) and Section 2.04(b), each Borrowing of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each Funding Notice (whether telephonic or written) shall specify (i) whether the Borrower(s) are requesting a Term Borrowing or a Revolving Credit Borrowing, (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make available to the Administrative Agent at its address referred to in Section 11.8 Borrowing (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Creditwhich shall be a Business Day), (Biii) on the First Amendment Effective Dateprincipal amount of Loans to be borrowed, (iv) the Type of Loans to be borrowed, (v) if applicable, the duration of the applicable conditions set forth in Section 3 of the First Amendment Interest Period with respect thereto and (Cvi) at remittance instructions. If the Borrower Representative requests a Borrowing of LIBOR Rate Loans in any time (including such Funding Notice but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If the Closing Date and the First Amendment Effective Date), of Borrower Representative fails to specify between a Base Rate Loan or a LIBOR Rate Loan in the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter Funding Notice, then the applicable Term Loans or Revolving Loans shall be made as LIBOR Rate Loans with an Interest Period of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrowerone month.

Borrowings. (ia) Each Revolving Credit Borrowing shall be made on notice given by the Borrower Subject to the Administrative Agent not later than 1:00 p.m. (New York time) (i) one terms and conditions hereof, on any Business DayDay on or after December 23, in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, 2020 that occurs prior to the date Commitment Termination Date, the Issuer (or the Collateral Manager on behalf of the proposed Borrowing. Each such Issuer) may request Borrowings (each a “Borrowing Request”) hereunder in an amount equal to or greater than the Minimum Borrowing Amount. (b) From time to time as required pursuant to and in accordance with the terms of the Indenture, the Issuer (or the Collateral Manager on behalf of the Issuer) may deliver to the Revolving Credit Note Agent and the Class A-R Noteholders a notice shall be (with a copy to the Trustee and the Collateral Manager, if not the notifying party), substantially in substantially the form of Exhibit C A hereto (Form of Notice of Borrowing) (each, a “Notice of Borrowing”), specifying of a proposed Borrowing no later than 5:00 p.m. (New York City time) on the applicable Cut-off Date. Each of the Issuer and, if applicable, the Collateral Manager agrees that any Notice of Borrowing delivered pursuant to this Section 2.1(b) shall be transmitted to the Revolving Credit Note Agent and the Class A) -R Noteholders by electronic mail (to the date electronic mail address specified on the Revolving Credit Note Agent’s and each Class A-R Noteholder’s respective signature pages to this Agreement), shall be substantially in the form of such Exhibit A hereto, and shall specify the proposed BorrowingBorrowing Date (which shall be a Business Day), (B) the aggregate amount of such proposed BorrowingBorrowing and relevant wire transfer instructions. In addition, (C) each Notice of Borrowing shall specify whether any portion of the proposed Borrowing is a Cut-off Date (Short) Borrowing or a Cut-off Date (Long) Borrowing; it being understood that the Issuer may only specify that a proposed Borrowing is a Cut-off Date (Short) Borrowing to the extent permitted by the definition of “Cut-off Date.” In the event any Notice of Borrowing is not transmitted to the Revolving Credit Note Agent and the Class A-R Noteholders until after 5:00 p.m. (New York City time) on a Business Day, it will be treated as having been transmitted on the following Business Day for all purposes hereunder. The Revolving Credit Note Agent shall notify the Collateral Manager promptly (and in any event within one Business Day) of Base Rate Loans or Eurodollar Rate Loans any change to the electronic mail address specified on each Class A-R Noteholder’s signature page to this Agreement to the extent that the Revolving Credit Note Agent has received notice of such change from a Class A-R Noteholder. (c) So long as (x) the Commitment Termination Date has not occurred and (Dy) for each Eurodollar Rate Loanthe conditions to funding set out in Section 3.1 have been satisfied, the initial Interest Period or Periods thereof. Loans Class A-R Noteholders shall be made as Base Rate Loans unless, subject make Advances to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Issuer on the Borrowing Date specified in the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a(pro rata based on their respective Commitment Percentages) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof.as follows: (iii) The Administrative Agent shall give each Class A-R Noteholder obligated to each Revolving Credit Lender prompt notice of make an Advance hereunder, no later than 12:00 p.m. (New York City time) on the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested Date specified in such the Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make shall have made available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.)Trustee, in immediately available funds, such Lender’s Ratable Portion an amount equal to its Commitment Percentage of the Borrowing in respect of such proposed Advance in accordance with the wire transfer instructions set forth in the Notice of Borrowing. Upon fulfillment ; and (or due waiver ii) a Class A-R Noteholder that has elected to establish a Class A-R Prepayment Account pursuant to Section 2.5(a) shall be deemed to satisfy its obligation under clause (i) if, no later than 12:00 p.m. (New York City time) on the Borrowing Date specified in the Notice of Borrowing, such Class A-R Noteholder has cash standing to the credit of its Class A-R Prepayment Account in an amount no less than its Commitment Percentage of the Borrowing in respect of such Advance; If, as of 12:00 p.m. (New York City time) on the Borrowing Date specified in the related Notice of Borrowing: (A) each Class A-R Noteholder has satisfied its Advance payment obligation (either by payment to the Trustee in accordance with Section 11.1 2.1(c)(i) or deemed satisfaction pursuant to Section 2.1(c)(ii) above), (AmendmentsI) the Trustee shall transfer all funds received pursuant to Section 2.1(c)(i) to the Principal Collection Subaccount and (II) in the case of any Class A-R Noteholder that has satisfied such obligation pursuant to Section 2.1(c)(ii), Waiversthe Trustee shall (at the direction of the Collateral Manager) instruct the Custodian (without consent of such Class A-R Noteholder) to transfer cash in an amount equal to such Class A-R Noteholder’s Commitment Percentage of the Borrowing in respect of such Advance from such Class A-R Prepayment Account to the Principal Collection Subaccount; or (B) any Class A-R Noteholder has failed to satisfy its Advance payment obligation (whether by payment to the Trustee in accordance with Section 2.1(c)(i) or deemed satisfaction pursuant to Section 2.1(c)(ii) above), Etc.(I) if the Trustee has received funds from a Class A-R Noteholder pursuant to Section 2.1(c)(i), the Trustee shall return such funds to such Class A-R Noteholder and (II) with respect to any funds standing to the credit of a Class A-R Prepayment Account, the Trustee shall (at the direction of the Collateral Manager) instruct the Custodian to return such funds to the related Class A-R Noteholder. For the avoidance of doubt, if with respect to any Advance, a Class A-R Noteholder has satisfied its Advance payment obligation pursuant to Section 2.1(c)(ii) but any other Class A-R Noteholder has failed to satisfy its own Advance payment obligation as of 12:00 p.m. (New York City time) on the Closing Borrowing Date, of the applicable conditions set forth Section 3.1 Trustee shall not be entitled to instruct the Custodian to transfer cash from such Class A-R Prepayment Account to the Issuer or any other Person (Conditions Precedent to Initial Loans and Letters of Credit), other than such Class A-R Noteholder as required by sub-clause (B) above) without the consent of such Class A-R Noteholder. (d) The Issuer hereby agrees that each Class A-R Noteholder, acting in good faith, (i) is entitled to rely upon any Notice of Borrowing furnished to such Class A-R Noteholder by the Collateral Manager purporting to act on the First Amendment Effective Date, behalf of the applicable conditions set forth in Section 3 of the First Amendment Issuer, is genuine and authorized and (Cii) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available not be liable to the BorrowerIssuer with respect to any action taken or omitted to be taken by such Class A-R Noteholder in good faith in accordance with any such Notice of Borrowing.

Borrowings. (a) Subject to the terms and conditions of this Agreement, the Dollar Revolving Loans shall at the option of Matria be either Base Rate Loans or LIBOR Loans, provided that (i) Each all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type (with regard to both currency and interest rate option, in the case of Foreign Currency Revolving Credit Borrowing Loans), (ii) the Loans made on the Restatement Effective Date shall be made on notice given by initially as Base Rate Loans, and (iii) no Borrowing of LIBOR Loans may be made at any time prior to the third (3rd) Business Day after the Restatement Effective Date, and no Borrowing of Foreign Currency Revolving Loans may be made at any time prior to the fourth (4th) Business Day after the Restatement Effective Date. The Swingline Loans shall be made and maintained as Base Rate Loans at all times, and the Foreign Currency Revolving Loans shall at all times bear interest at the Adjusted IBOR Rate. (b) In order to make a Borrowing (other than (x) Borrowings of Swingline Loans, which shall be made pursuant to SECTION 2.2(D), (y) Borrowings for the purpose of repaying Refunded Swingline Loans, which shall be made pursuant to SECTION 2.2(E), and (z) Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to SECTION 2.11), the applicable Borrower to will give the Administrative Agent written notice not later than 1:00 p.m. 11:00 a.m., Charlotte time, the Applicable Number of Business Days prior to each Borrowing; provided, however, that requests for any Revolving Loans to be made on the Restatement Effective Date may, at the discretion of the Administrative Agent, be given later than the times specified hereinabove. Each such notice (New York timeeach, a "Notice of Borrowing") shall be irrevocable, shall be given in the form of EXHIBIT B-1 and shall specify (1) the aggregate principal amount, Class and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of Fixed Rate Loans, the initial Interest Period to be applicable thereto, (3) in the case of a Borrowing of Foreign Currency Revolving Loans, the applicable Foreign Currency, and (4) the requested date of such Borrowing (the "Borrowing Date"), which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein: (i) one Business Daythe aggregate principal amount of each Borrowing comprised of Base Rate Loans shall not be less than $1,000,000 or, if greater, an integral multiple of $500,000 in excess thereof (or, in the case of a Borrowing of Base Rate Loans and (ii) three Business DaysRevolving Loans, if less, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date amount of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Unutilized Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed BorrowingCommitments), and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit each Borrowing comprised of Fixed Rate Loans shall not be in an aggregate amount of not less than a Dollar Amount of $1,000,000 or 3,000,000 or, if greater, an integral multiple of a Dollar Amount of $1,000,000 in excess thereof.; and (ii) The Administrative Agent if the applicable Borrower shall give have failed to each Revolving Credit Lender prompt notice select the duration of the Administrative Agent’s receipt Interest Period to be applicable to any Borrowing of Fixed Rate Loans, then such Borrower shall be deemed to have selected an Interest Period with a Notice duration of one month. (c) In the case of each Borrowing with respect to of Dollar Revolving Credit Borrowings andLoans, if Eurodollar Rate Loans are properly requested in such Notice of Borrowingnot later than 1:00 p.m., the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shallCharlotte time, before 11:00 am. (New York time) on the date of the proposed Borrowingrequested Borrowing Date, each Lender will make available to the Administrative Agent at its address office referred to in Section 11.8 SECTION 12.5 (Noticesor at such other location as the Administrative Agent may designate) an amount, Etc.), in Dollars and in immediately available funds, equal to the amount of the Dollar Revolving Loan to be made by such Lender’s Ratable Portion . To the extent the Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such proposed Borrowing. Upon fulfillment (or due waiver amounts available to Matria in accordance with Section 11.1 SECTION 2.3(A) and in like funds as received by the Administrative Agent. In the case of each Borrowing of Foreign Currency Revolving Loans, not later than 10:00 a.m., Local Time, on the requested Borrowing Date, each Lender will make available to the Administrative Agent at the office of its applicable Correspondent (Amendmentsor at such other location as the Administrative Agent may designate) an amount, Waiversin the applicable Foreign Currency and in immediately available funds, Etcequal to the amount of the Foreign Currency Revolving Loan to be made by such Lender. To the extent the Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the applicable Borrower in accordance with SECTION 2.3(A) and in like funds as received by the Administrative Agent. (d) In order to make a Borrowing of a Swingline Loan, Matria will give the Administrative Agent and the Swingline Lender written notice not later than 11:00 a.m., Charlotte time, on the date of such Borrowing. Each such notice (each, a "Notice of Swingline Borrowing") shall be irrevocable, shall be given in the form of EXHIBIT B-2 and shall specify (i) the principal amount of the Swingline Loan to be made pursuant to such Borrowing (which shall not be less than $50,000 and, if greater, shall be in an integral multiple of $50,000 in excess thereof (or, if less, in the amount of the Unutilized Swingline Commitment)) and (Aii) the requested Borrowing Date, which shall be a Business Day. Not later than 1:00 p.m., Charlotte time, on the Closing requested Borrowing Date, the Swingline Lender will make available to the Administrative Agent at its office referred to in SECTION 12.5 (or at such other location as the Administrative Agent may designate) an amount, in Dollars and in immediately available funds, equal to the amount of the applicable conditions set forth Section 3.1 requested Swingline Loan. To the extent the Swingline Lender has made such amount available to the Administrative Agent as provided hereinabove, the Administrative Agent will make such amount available to Matria in accordance with SECTION 2.3(A) and in like funds as received by the Administrative Agent. (Conditions Precedent e) With respect to Initial Loans and Letters of Credit)any outstanding Swingline Loans, (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) Swingline Lender may at any time (including the Closing Date whether or not an Event of Default has occurred and the First Amendment Effective Date), of the applicable conditions set forth is continuing) in Section 3.2 (Conditions Precedent to Each Loan its sole and Letter of Credit)absolute discretion, and after is hereby authorized and empowered by Matria to, cause a Borrowing of Revolving Loans to be made for the Administrative Agent’s receipt purpose of repaying such funds, Swingline Loans by delivering to the Administrative Agent (if the Administrative Agent is different from the Swingline Lender) and each other Lender (on behalf of, and with a copy to, Matria), not later than 11:00 a.m., Charlotte time, one (1) Business Day prior to the proposed Borrowing Date therefor, a notice (which shall be deemed to be a Notice of Borrowing given by Matria) requesting the Lenders to make Dollar Revolving Loans (which shall be made initially as Base Rate Loans) on such funds Borrowing Date in an aggregate amount equal to the amount of such Swingline Loans (the "Refunded Swingline Loans") outstanding on the date such notice is given that the Swingline Lender requests to be repaid. Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Lender (other than the Swingline Lender) will make available to the Borrower.the

Borrowings. (ia) Each Revolving Credit Borrowing shall be made on upon the Borrower’s irrevocable notice (in the form of a written Loan Notice, appropriately completed and signed by a Responsible Financial Officer of the Borrower) to the Administrative Agent, which must be given by not later than 11:00 a. m. at least three (3) Business Days in advance of the Borrower requested date of the applicable Borrowing (or such period of fewer than three (3) Business Days as the Administrative Agent shall agree in its sole discretion). Each Loan Notice shall specify (i) the requested date of the Borrowing (which shall be a Business Day) and (ii) the principal amount of Loans to be borrowed. For the avoidance of doubt, the Borrowing shall be in a principal amount of the Final Funding Amount. (b) Following receipt of a Loan Notice for a Facility, the Administrative Agent shall promptly notify each Appropriate Lender of the amount of its Applicable Percentage under such Facility of the applicable Loans. Each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. (New York time) (i) one on the Business Day, Day specified in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing applicable Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed BorrowingNotice. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, satisfaction of the applicable conditions set forth in Section 3 of 5.03 (and, if such Borrowing is the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Dateinitial Borrowing, Section 5.02), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such all funds so received available to the Borrower in like funds as received by the Administrative Agent by wire transfer of such funds in accordance with instructions provided to (and acceptable to) the Administrative Agent by the Borrower. (c) The Administrative Agent shall promptly notify the Borrower and the Lenders upon determining the interest rate for each Borrowing of Term SOFR Loans after its receipt of the relevant Loan Notice; provided, however, that the failure of the Administrative Agent to provide the Borrower or the Lenders with any such notice shall neither affect any obligations of the Borrower or the Lenders hereunder nor result in any liability on the part of the Administrative Agent to the Borrower or any Lender. Each such determination shall, absent manifest error, be conclusive and binding on all parties hereto.

Borrowings. (ia) Each On the terms and conditions set forth herein, including this Section and Article III, following receipt by the Administrative Agent of a Notice of Borrowing, each Lender severally agrees to, at the Borrower’s request, on any Business Day during the Revolving Credit Borrowing shall be Period make an advance (each such advance made by a Lender, a “Loan”) on notice given a pro rata basis in the amount of each such Lender’s Lender Percentage of the total principal amount of any Loan requested by the Borrower on a Borrowing Date. (b) The Borrower may request advances hereunder by notifying the Administrative Agent and the Lenders of the proposed advance, at the sole discretion of the Borrower, not later than 1:00 p.m., New York City time, at least two (2) Business Days prior to the requested Borrowing Date. The Borrower shall make such request by delivering to the Administrative Agent not later than 1:00 p.m. (New York time) and the Lenders: (i) one Business Day, a written notice in the case of a Borrowing of Base Rate Loans and form attached hereto as Exhibit D (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date of the proposed Borrowing. Each each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying which shall include, among other things, (A) the proposed Borrowing Date, a calculation of the Borrowing Base as of the date of such proposed Borrowingthe Loan is requested, (B) the aggregate amount of Eligible Receivables to be Pledged in connection with such proposed Borrowing (and upon such Borrowing, such Receivables shall be Pledged Receivables hereunder) and (C) whether any portion the amount of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate LoanLoan requested, the initial Interest Period or Periods thereof. Loans which shall be made as Base Rate Loans unlessin an amount at least equal to $250,000; and (ii) a copy of the Schedule of Receivables along with the related Transfer Notice (including Transfer Schedule) that a Seller provided to the Borrower pursuant to Section 2.01(b) of the Sale and Contribution Agreement. (c) a review and certification by the Verification Agent of the Eligible Receivables to be Pledged in connection with such Borrowing. (d) Following receipt by the Administrative Agent of a Notice of Borrowing, and prior to the Revolving Period Termination Date, each Lender severally agrees to make its Lender Advance of any Loan requested by the Borrower, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans)the conditions contained herein, the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount equal to the Loan so requested. (e) In no event shall: (i) a Lender be required on any date to fund a principal amount of a Loan that would cause the Loans Outstanding with respect to such Lender (together with the amount of Loans, if any, that have been requested of such Lender pursuant to Section 2.01(b) for which the Borrowing Date has not yet occurred) to exceed such proposed BorrowingLender’s Commitment; (ii) any Loan be requested hereunder to the extent that after giving effect to such Loan, and the Loans Outstanding would exceed the Borrowing Base; (iii) the aggregate amount of the corresponding proposed Loans made on any Borrowing shall Date exceed the Borrowing Limit on such day; and (iv) more than two Lender Advances be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereoffunded during any week. (iif) The Administrative Agent shall give Subject to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings andterms, if Eurodollar Rate Loans are properly requested in such Notice of Borrowingconditions, provisions and limitations set forth herein, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shallBorrower may borrow, before 11:00 am. (New York time) repay or prepay and reborrow Loans, on the date of the proposed Borrowing, make available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including after the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available prior to the BorrowerRevolving Period Termination Date.

Borrowings. (a) Borrower shall give written notice to Agent of the proposed Borrowing of (i) Each Revolving Credit Borrowing shall be made on notice given by the Borrower to the Administrative Agent Initial Term Loan not later than 1:00 p.m. 11:00 a.m. at least one (New York time1) (i) one Business Day, in Day prior to the case proposed date of a such Borrowing of Base Rate Loans and (ii) the Delayed Draw Term Loan not later than 11:00 a.m. at least three (3) Business DaysDays prior to the proposed date of such Borrowing, or, in each case, such shorter period as Agent (acting at the direction of the Delayed Draw Term Lenders) may agree. Such notice shall be effective upon receipt by Agent, shall be irrevocable, and shall specify, in the case form of a Borrowing of Eurodollar Rate Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) date, amount and type of Borrowing and the initial Interest Period therefor. Promptly upon receipt of such notice, Agent shall advise each Lender with a Delayed Draw Term Loan Commitment thereof in writing (Determination of Interest Ratevia facsimile, electronic mail or E-System). Each Lender shall, before 11:00 am. Borrowing shall be on a Business Day. (New York timeb) Not later than 12:00 p.m. on the date of the a proposed Borrowing, make available to the Administrative each Lender with a Commitment shall provide Agent at its address referred to in Section 11.8 (Notices, Etc.), in the office specified by Agent with immediately available funds, funds covering such Lender’s Ratable Portion applicable Pro Rata Share of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (AmendmentsBorrowing and, Waivers, Etc.)) (A) on the Closing Date, of so long as Agent has not received written notice that the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, of the applicable conditions precedent set forth in Section 3 of 4 with respect to such Borrowing have not been satisfied, then, upon the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such fundsall requested funds from the applicable Lenders, the Administrative Agent shall make pay over the funds received by Agent to Xxxxxxxx on the requested borrowing date. The failure of a Defaulting Lender to fund its Pro Rata Initial Term Loan Share of an Initial Term Loan or Pro Rata Delayed Draw Term Loan Share of the Delayed Draw Term Loan required hereunder shall not relieve any other Lender of its obligation to fund its respective Pro Rata Initial Term Loan Share of such funds Initial Term Loan or Pro Rata Delayed Draw Term Loan Share of the Delayed Draw Term Loan, but neither any other Lender nor Agent shall be responsible for the failure of any Defaulting Lender to fund such Defaulting Lender’s Pro Rata Initial Term Loan Share of an Initial Term Loan or Pro Rata Delayed Draw Term Loan Share of the Delayed Draw Term Loan. The proceeds of each requested Borrowing will be made available to the BorrowerBorrower by Agent by wire transfer of such amount to the account specified in the applicable Notice of Borrowing.

Borrowings. (ia) Each Revolving Credit Borrowing shall be made on notice given by The Borrower agrees that during the Borrower to period from the Administrative Agent not later than 1:00 p.m. date hereof until 5:30 P.M. (New York City time) (i) one Business Dayon August 27, in the case of a Borrowing of Base Rate Loans and (ii) three Business Days1999, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing it will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if not give any Notice of Borrowing requests a for Swingline Loans or Revolving Credit Borrowing Loans in an amount in excess of Base Rate Loans, its actual cash needs in the Administrative Agent may make a Swing Loan ordinary course of business (net of other sources of fluids available or expected to be available to it, including previous Borrowings) during the Borrower in an aggregate amount not to exceed such proposed three-day period beginning with the related date of Borrowing, for amounts it actually intends to pay and determined consistent with the aggregate amount Borrower's historical cash management practices (it being agreed that such practices may need to take into account any changes in fluids availability made by the Vencor Companies' cash management banks as a result of Vencor' 5 current financial condition), as certified in reasonable detail (including a breakdown by category of the corresponding proposed Borrowing shall expenses or other amounts to be reduced accordingly paid during such periods) by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be Borrower's Chief Financial Officer or Treasurer in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in certificate accompanying such Notice of Borrowing, provided that: (i) if the applicable interest rate amount so determined is less than $1,000,000, such Borrowing may be in the amount of $1,000,000; (ii) the Borrower will not make any Borrowing for the purpose of making payment of any rent or other sum payable to any Ventas Company under a Master Lease Agreement except on the date a Vencor Company is actually going to make such payment (as certified by the Borrower's Chief Financial Officer or Treasurer in the certificate accompanying the related Notice of Borrowing), and the requirement to make any such payment shall be disregarded when determining the Borrower's actual cash needs on any day prior to such day; (iii) the maximum amount of Swingline Borrowings and Revolving Credit Borrowings and Aggregate LC Exposure that may be outstanding during the Waiver Period may not exceed $55,000,000 (determined without including the Aggregate LC Exposure on account of Letters of Credit outstanding on the date of Waiver No. 1 (and any extensions or concurrent replacements thereof that do not increase the amount thereof)); and (iv) during any Freeze Period, the Borrower will not give any Notice of Borrowing or request the issuance of any Additional Letter of Credit other than for purposes of extending or concurrently replacing, without any increase in the amount thereof, any Letter of Credit that was outstanding on the date of Waiver No. 1 (or any previous extension or concurrent replacement thereof), and during any Freeze Period neither the Revolving Credit Lenders nor the Swingline Bank nor any LC Issuing Bank shall have any obligation to fund any Borrowing or issue any Additional Letter of Credit (other than as so qualified) (whether or not the related Notice of Borrowing or notice of issuance was given before or during such Freeze Period), provided that the foregoing does not affect the rights of the Swingline Bank and the obligations of the Revolving Credit Lenders under Section 2.08(i) of the Credit Agreement. (b) The Borrower further agrees that: (i) all Borrowings made pursuant to this Section 2.14(a4 shall be made and remain outstanding solely as Base Rate Borrowings; (ii) any Notice of Borrowing for a Borrowing of Revolving Credit Loans during the Waiver Period shall be given not later than Noon (Determination Eastern time) on the date of Interest Rate). Each Lender shall, before 11:00 am. such Borrowing and any Notice of Swingline Borrowing during the Wavier Period shall be given not later than 1:00 P.M. (New York Eastern time) on the date of the proposed related Swingline Borrowing, make available to ; (iii) during the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans Waiver Period and Letters of Credit), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including thereafter when any Default has occurred and is continuing, the Closing Date Applicable Margin, LC Fee Rate and the First Amendment Effective Date)Commitment Fee Rate shall always be determined as if Level IX were applicable, regardless of the actual Leverage Ratio; (iv) during the Waiver Period and at any time thereafter when any Default has occurred and is continuing, interest on all Base Rate Loans shall be payable on the 22nd day of each month rather than quarterly and letter of credit fees payable pursuant to Section 2.07(h) of the Credit Agreement and commitment fees payable pursuant to Section 2.09 of the Credit Agreement shall be payable on the 22nd day of each month instead of quarterly (and on each other date specified in the applicable conditions set forth in Section 3.2 section); and (Conditions Precedent to Each Loan v) during the Waiver Period and Letter of Credit), at any time thereafter when any Default has occurred and after the Administrative Agent’s receipt of such fundsis continuing, the Administrative Agent shall make Borrower may not elect any Interest Period for a Fixed Rate Loan pursuant to Section 2.06 other than one month or 30 days, as the case may be. (c) The provisions of Section 4(a) (and for purposes thereof of any defined term used therein) may not be amended, waived, supplemented or modified in any respect without the written consent of Lenders having outstanding Revolving Credit Exposures and/or outstanding Facility A Loans in an aggregate amount (excluding accrued interest) equal to at least 75% of the sum of (x) the aggregate amount of the Revolving Credit Exposures at such funds available to time and (y) the Borroweraggregate outstanding principal amount of Facility A Loans at such time.

Borrowings. Subject to the conditions set forth below and provided that no Limited Amortization Amount is outstanding, on any Business Day prior to the termination of the Commitments, amounts may be borrowed or reborrowed by the Issuer under the Notes (a “Borrowing”). Notice of any Borrowing shall be given by the Issuer to the Trustee before 11:00 a.m., New York City time, at least one Business Day prior to such Borrowing, and the Trustee shall give notice of any such Borrowing (including a copy of the related Borrowing Notice) to the related Agents before 2:00 p.m., New York City time, on the day it receives such notice from the Issuer. Borrowings shall be pro rata according to the unused Commitments. It shall be a condition to Borrowing under any Note that (i) Each Revolving Credit each applicable condition to such Borrowing specified in the related Note Purchase Agreement is satisfied on the date of such Borrowing (a “Borrowing Date”), (ii) the Issuer shall be made on notice given by have delivered to the Borrower to Trustee and the Administrative Agent not later than 1:00 p.m. (New York timeA) an updated Schedule of Receivables, (iB) one Business Day, in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date of the proposed Borrowing. Each such notice shall be an Officer’s Certificate in substantially the form of Exhibit C (Form of Notice of Borrowing) D hereto (a “Notice Borrowing Base Confirmation”) certifying the calculation of Borrowing”)the Borrowing Bases as of the latest practicable date, specifying but in no event earlier than the Business Day prior to the Borrowing Date, such calculation to be in the form set forth in the form of Servicer’s Certificate attached to the Sale and Servicing Agreement and (AC) an Officer’s Certificate to the date of such proposed Borrowingeffect that the conditions precedent set forth herein and in the related Note Purchase Agreement shall have been satisfied, and (Biii) in no event may the aggregate amount of such proposed Borrowing, (C) whether any portion of Borrowings outstanding under the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to Notes exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Commitments (as such Commitments may be increased or reduced from time to time pursuant to the related Note Purchase Agreement(s)); provided, further, that Borrowing Dates shall occur no more frequently than twice every calendar week. The proceeds of each Borrowing shall be reduced accordingly by applied as the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereofIssuer may direct. (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrower.

Borrowings. (i) Each Revolving Credit Borrowing Term Loan shall be made upon the Borrower’s irrevocable notice to the Administrative Agent which shall be given by a Borrowing Request, given not later than 1:00 P.M. (New York City time) on notice given the third (3rd) Business Day prior to the date of the requested Borrowing (or, for Borrowings made on the Closing Date, one (1) Business Day prior to the date of such Borrowing), by the Borrower to the Administrative Agent not later than 1:00 p.m. (New York time) (i) one Business DayAgent, in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, prior which shall give to the date of the proposed Borrowingeach Lender prompt notice thereof by electronic mail. Each such notice of a Borrowing (a “Borrowing Request”) shall be by electronic mail, in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”)B hereto, specifying therein the requested (Ai) the date of such proposed BorrowingBorrowing (which shall be a Business Day), (Bii) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (Diii) wiring instructions for each Eurodollar Rate Loanthe Retention Controlled Account or, for Borrowings made on the Closing Date, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate)Funds Flow. Each Lender shall, before 11:00 am. 2:00 P.M. (New York City time) on the date of the proposed such Borrowing, make available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s Account, by wire transfer in same day funds, such Lxxxxx’s ratable portion of such Borrowing. Upon receipt of such all requested funds, the Administrative Agent shall will make such funds received available to the Borrower in same day funds at the Retention Controlled Account. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lxxxxx’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with prior paragraph of this Section and may, but shall not be obligated to, in reliance on such assumption and in its sole discretion, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lxxxxx agrees to pay to the Administrative Agent an amount equal to such share on demand of the Administrative Agent. If such Lender does not pay such corresponding amount forthwith upon demand of the Administrative Agent therefor, the Administrative Agent shall promptly notify the Borrower, and the Borrower agrees to pay such corresponding amount to the Administrative Agent forthwith on demand. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower interest on such corresponding amount, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to such Borrowing in accordance with Section 2.5. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Borrowing included in such borrowing.

Borrowings. (ia) Each Revolving Credit Borrowing shall be made on notice given by the Borrower Subject to the Administrative Agent not later than 1:00 p.m. (New York time) (i) one terms and conditions hereof, on any Business Day, in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, Day prior to the date Commitment Termination Date, the Issuer (or the Collateral Manager on behalf of the proposed Borrowing. Each such Issuer) may request Borrowings (each a “Borrowing Request”) hereunder. (b) From time to time as required pursuant to and in accordance with the terms of the Indenture, the Issuer (or the Collateral Manager on behalf of the Issuer) may deliver to the Revolving Credit Note Agent and the Class A-R Noteholders a notice shall be (with a copy to the Trustee and the Collateral Manager, if not the notifying party), substantially in substantially the form of Exhibit C A hereto (Form of Notice of Borrowing) (each, a “Notice of Borrowing”), specifying of a proposed Borrowing no later than 5:00 p.m. (New York City time) on the third Business Day prior to the proposed Borrowing Date. Each of the Issuer and, if applicable, the Collateral Manager agrees that any Notice of Borrowing delivered pursuant to this Section 2.1(b) shall be transmitted to the Revolving Credit Note Agent and the Class A) -R Noteholders by facsimile or electronic mail (to the date facsimile number or electronic mail address, as the case may be, specified on the Revolving Credit Note Agent’s and each Class A-R Noteholder’s respective signature pages to this Agreement), shall be substantially in the form of such Exhibit A hereto, and shall specify the proposed BorrowingBorrowing Date (which shall be a Business Day), (B) the aggregate amount of such proposed BorrowingBorrowing and relevant wire transfer instructions. In the event any Notice of Borrowing is not transmitted to the Revolving Credit Note Agent and the Class A-R Noteholders until after 5:00 p.m. (New York City time) on a Business Day, (C) whether any portion of the proposed Borrowing it will be treated as having been transmitted on the following Business Day for all purposes hereunder. The Revolving Credit Note Agent shall notify the Collateral Manager promptly (and in any event within one Business Day) of Base Rate Loans any change to the facsimile number or Eurodollar Rate Loans electronic mail address specified on each Class A-R Noteholder’s signature page to this Agreement to the extent that the Revolving Credit Note Agent has received notice of such change from a Class A-R Noteholder. (c) So long as (x) the Commitment Termination Date has not occurred and (Dy) for each Eurodollar Rate Loanthe conditions to funding set out in Section 3.1 have been satisfied, the initial Interest Period or Periods thereof. Loans Class A-R Noteholders shall be made as Base Rate Loans unless, subject make Advances to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Issuer on the Borrowing Date specified in the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a(pro rata based on their respective Commitment Percentages) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof.as follows: (iii) The Administrative Agent shall give each Class A-R Noteholder obligated to each Revolving Credit Lender prompt notice of make an Advance hereunder, no later than 12:00 p.m. (New York City time) on the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested Date specified in such the Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make shall have made available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.)Trustee, in immediately available funds, such Lender’s Ratable Portion an amount equal to its Commitment Percentage of the Borrowing in respect of such proposed Advance in accordance with the wire transfer instructions set forth in the Notice of Borrowing. Upon fulfillment ; (or due waiver ii) a Class A-R Noteholder that has elected to establish a Class A-R Prepayment Account pursuant to Section 2.5(a) shall be deemed to satisfy its obligation under clause (i) if, no later than 12:00 p.m. (New York City time) on the Borrowing Date specified in the Notice of Borrowing, such Class A-R Noteholder has cash standing to the credit of its Class A-R Prepayment Account in an amount no less than its Commitment Percentage of the Borrowing in respect of such Advance; If, as of 12:00 p.m. (New York City time) on the Borrowing Date specified in the related Notice of Borrowing: (A) each Class A-R Noteholder has satisfied its Advance payment obligation (either by payment to the Trustee in accordance with Section 11.1 2.1(c)(i) or deemed satisfaction pursuant to Section 2.1(c)(ii) above), (AmendmentsI) the Trustee shall transfer all funds received pursuant to Section 2.1(c)(i) to the Principal Collection Subaccount and (II) in the case of any Class A-R Noteholder that has satsified such obligation pursuant to Section 2.1(c)(ii), Waiversthe Trustee shall instruct the Custodian (without consent of such Class A-R Noteholder) to transfer cash in an amount equal to such Class A-R Noteholder’s Commitment Percentage of the Borrowing in respect of such Advance from such Class A-R Prepayment Account to the Principal Collection Subaccount; or (B) any Class A-R Noteholder has failed to satisfy its Advance payment obligation (whether by payment to the Trustee in accordance with Section 2.1(c)(i) or deemed satisfaction pursuant to Section 2.1(c)(ii) above), Etc.(I) if the Trustee has received funds from a Class A-R Noteholder pursuant to Section 2.1(c)(i), the Trustee shall return such funds to such Class A-R Noteholder and (II) with respect to any funds standing to the credit of a Class A-R Prepayment Account, the Trustee shall instruct the Custodian to return such funds to the related Class A-R Noteholder. For the avoidance of doubt, if with respect to any Advance, a Class A-R Noteholder has satisfied its Advance payment obligation pursuant to Section 2.1(c)(ii) but any other Class A-R Noteholder has failed to satisfy its own Advance payment obligation as of 12:00 p.m. (ANew York City time) on the Closing Borrowing Date, of the applicable conditions set forth Section 3.1 Trustee shall not be entitled to instruct the Custodian to transfer cash from such Class A-R Prepayment Account to the Issuer or any other Person (Conditions Precedent to Initial Loans and Letters of Credit), other than such Class A-R Noteholder as required by sub-clause (B) above) without the consent of such Class A-R Noteholder. (d) The Issuer hereby agrees that each Class A-R Noteholder, acting in good faith, (i) is entitled to rely upon any Notice of Borrowing furnished to such Class A-R Noteholder hereunder by the Collateral Manager purporting to act on the First Amendment Effective Date, behalf of the applicable conditions set forth in Section 3 of the First Amendment Issuer, is genuine and authorized and (Cii) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available not be liable to the BorrowerIssuer with respect to any action taken or omitted to be taken by such Class A-R Noteholder in good faith in accordance with any such Notice of Borrowing.

Borrowings. The Company shall give the Agent notice of each borrowing hereunder pursuant to a Borrowing Request substantially in the form of Exhibit I hereto as provided in Section 4.05 hereof, provided, however, notwithstanding Section 11.02(b) hereof, an authorized officer of the Company may deliver to the Agent an unsigned Borrowing Request by email to fm.xx.XxxxxxxxxxXxxxx@xxxxxxxx.xxx (xr such other email as the Agent may direct in writing) so long as (i) Each Revolving Credit Borrowing it has been confirmed promptly by Sanxxx Xxxx (xr another authorized officer) by phone and (ii) the Company delivers to the Agent a duly signed copy thereof within five (5) Business Days of the date such email is delivered to the Agent, provided, that without limiting the Company’s obligations under clause (ii) above, if the signed copy shall not be received, each of the Agent and the Banks shall be made authorized to rely on the unsigned request (with the same force and effect as a signed request). The Agent shall promptly notify the Banks (or at any time after the Conversion to Approving Banks Funding Date, each Approving Bank) of the receipt of each Borrowing Request (including, without limitation, any unsigned request confirmed by phone) received hereunder on the date of its effective receipt of the same (including, receipt by email and phone confirmed). Unless the Agent shall have received a written notice given by the Borrower from one or more Declining Banks pursuant to the Administrative Agent not later than 1:00 Section 2.12 prior to 12:00 p.m. (New York City time) (i) ), one Business Day, in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, Day prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of any Borrowing Request for a Notice of Borrowing with respect to Revolving Credit Borrowings andLoan (in which event Section 2.12 shall be applicable), if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date each of the proposed BorrowingBanks shall be obligated, regardless of whether it has affirmatively agreed to fund its Revolving Loan Line Portion Percentage of the related Revolving Loan, to make the amount of its Revolving Loan Line Portion Percentage of such borrowing available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.)for the account of the Company by depositing the same, in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendmentsat an account maintained by the Agent not later than 2:00 p.m., Waivers, Etc.)) (A) New York time on the Closing Date, of date specified for the applicable borrowing. The amount so received by the Agent shall, subject to the terms and conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit)this Agreement, (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds be made available to the BorrowerCompany, by depositing the same, in immediately available funds, in an account of the Company designated by the Company. If any Bank provides the Agent with a Declining Bank Notice (pursuant to the terms hereof), the Agent shall promptly notify the Borrower that one or more of the Banks have elected not to fund further borrowings.

Borrowings. (ia) Each Revolving Credit Borrowing shall be made on notice given by The Borrower agrees that during the Borrower to period from the Administrative Agent not later than 1:00 p.m. date hereof until 5:30 P.M. (New York City time) (i) one Business Dayon September 24, in the case of a Borrowing of Base Rate Loans and (ii) three Business Days1999, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing it will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if not give any Notice of Borrowing requests a for Swingline Loans or Revolving Credit Borrowing Loans in an amount in excess of Base Rate Loans, its actual cash needs in the Administrative Agent may make a Swing Loan ordinary course of business (net of other sources of funds available or expected to be available to it, including previous Borrowings) during the Borrower in an aggregate amount not to exceed such proposed three-day period beginning with the related date of Borrowing, for amounts it actually intends to pay and determined consistent with the aggregate amount Borrowers historical cash management practices (it being agreed that such practices may need to take into account any changes in funds availability made by the Vencor Companies cash management banks as a result of Vencor's current financial condition), as certified in reasonable detail (including a breakdown by category of the corresponding proposed Borrowing shall expenses or other amounts to be reduced accordingly paid during such periods) by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be Borrower's Chief Financial Officer or Treasurer in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in certificate accompanying such Notice of Borrowing, provided that: (i) if the applicable interest rate amount so determined is less than $1,000,000, such Borrowing may be in the amount of $1,000,000; (ii) the Borrower will not make any Borrowing for the purpose of making payment of any rent or other sum payable to any Ventas Company under a Master Lease Agreement except on the date a Vencor Company is actually going to make such payment (as certified by the Borrower's Chief Financial Officer or Treasurer in the certificate accompanying the related Notice of Borrowing), and the requirement to make any such payment shall be disregarded when determining the Borrower's actual cash needs on any day prior to such day; (iii) the maximum amount of Swingline Borrowings and Revolving Credit Borrowings and Aggregate LC Exposure that may be outstanding during the Waiver Period may not exceed $55,000,000 (determined without including the Aggregate LC Exposure on account of Letters of Credit outstanding on the date of Waiver No. 1 (and any extensions or concurrent replacements thereof that do not increase the amount thereof)); and (iv) during any Freeze Period, the Borrower will not give any Notice of Borrowing or request the issuance of any Additional Letter of Credit other than for purposes of extending or concurrently replacing, without any increase in the amount thereof, any Letter of Credit that was outstanding on the date of Waiver No. 1 (or any previous extension or concurrent replacement thereof), and during any Freeze Period neither the Revolving Credit Lenders nor the Swingline Bank nor any LC Issuing Bank shall have any obligation to fund any Borrowing or issue any Additional Letter of Credit (other than as so qualified) (whether or not the related Notice of Borrowing or notice of issuance was given before or during such Freeze Period), provided that the foregoing does not affect the rights of -------- the Swingline Bank and the obligations of the Revolving Credit Lenders under Section 2.08(i) of the Credit Agreement. (b) The Borrower further agrees that: (i) all Borrowings made pursuant to this Section 2.14(a4 shall be made and remain outstanding solely as Base Rate Borrowings; (ii) any Notice of Borrowing for a Borrowing of Revolving Credit Loans during the Waiver Period shall be given not later than Noon (Determination Eastern time) on the date of Interest Rate). Each Lender shall, before 11:00 am. such Borrowing and any Notice of Swingline Borrowing during the Wavier Period shall be given not later than 1:00 P.M. (New York Eastern time) on the date of the proposed related Swingline Borrowing, make available to ; (iii) during the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans Waiver Period and Letters of Credit), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time thereafter when any Default has occurred and is continuing, the Applicable Margin, LC Fee Rate and Commitment Fee Rate shall always be determined as if Level IX were applicable, regardless of the actual Leverage Ratio; (including iv) during the Closing Date Waiver Period and at any time thereafter when any Default has occurred and is continuing, interest on all Base Rate Loans shall be payable on the First Amendment Effective Date22nd day of each month rather than quarterly and letter of credit fees payable pursuant to Section 2.07(h) of the Credit Agreement and commitment fees payable pursuant to Section 2.09 of the Credit Agreement shall be payable on the 22nd day of each month instead of quarterly (and on each other date specified in the applicable section); and (v) during the Waiver Period and at any time thereafter when any Default has occurred and is continuing, the Borrower may not elect any Interest Period for a Fixed Rate Loan pursuant to Section 2.06 other than one month or 30 days, as the case may be. (c) The provisions of Section 4(a) (and for purposes thereof, of any defined term used therein) may not be amended, waived, supplemented or modified in any respect without the applicable conditions set forth written consent of Lenders having outstanding Revolving Credit Exposures and/or outstanding Facility A Loans in Section 3.2 an aggregate amount (Conditions Precedent excluding accrued interest) equal to Each Loan at least 75% of the sum of (x) the aggregate amount of the Revolving Credit Exposures at such time and Letter (y) the aggregate outstanding principal amount of Credit), and after the Administrative Agent’s receipt of Facility A Loans at such funds, the Administrative Agent shall make such funds available to the Borrowertime.

Borrowings. (ia) Each Revolving Credit [Reserved] (b) On and subject to the terms and conditions of this Agreement and the CSA, from the Closing Date and prior to the Facility Termination Date, each Lender, severally, agrees to advance its Commitment Percentage of each Borrowing requested; provided that in no event shall a Lender be required on any date to make an advance exceeding its Available Commitment, (determined prior to giving effect to such advance) and no Lender shall be required to make any advance during a Funding Termination Event; provided, further, that each Borrowing shall not exceed the Available Borrowing Amount. (c) On any Business Day prior to the Commitment Expiration Date (each a “Funding Date”), on and subject to the terms and conditions of this Agreement and the CSA, additional amounts may be made on notice given borrowed or reborrowed by the Borrower to (a “Borrowing”) from the Lenders under this Agreement. The Borrower shall give the Administrative Agent not later than 1:00 p.m. (New York time) (i) one Business Dayand each Lender prior written notice, in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) hereto (a “Notice of BorrowingBorrowing Notice”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less later than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. 2:00 p.m. (New York City time) on the date which is no less than two Business Days prior to the date of a proposed Borrowing. Such Borrowing Notice shall specify (i) the principal amount of the proposed BorrowingBorrowing and (ii) the proposed Funding Date, which must be a Business Day. The Administrative Agent and each Lender may act without liability upon the basis of written, telecopied or telephonic notice believed by such party in good faith to be from the Borrower (or from any Authorized Officer thereof designated in writing by the Borrower to the Administrative Agent). The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Borrowing on behalf of the Borrower until such party receives written notice to the contrary. The Administrative Agent and each Lender shall have no duty to verify the authenticity of the signature appearing on any written Borrowing Notice. (i) [Reserved] (ii) Each Lender shall make its Commitment Percentage of the Borrowing available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.)Agent, in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment at the Payment Office no later than 12:00 p.m. (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (ANew York City time) on the Closing related Funding Date. (iii) The Administrative Agent will make the proceeds of such Borrowing available to the Borrower on the related Funding Date by causing an amount, in immediately Diamond – Loan Agreement #39705641 available funds, equal to the proceeds of all such Borrowings received by the Administrative Agent at the Payment Office or the amount funded by the Administrative Agent on behalf of the applicable conditions set forth Lenders to be deposited in an account designated by the Borrower in the Borrowing Notice. (d) Each Borrowing Notice pursuant to this Section 3.1 2.1 shall be irrevocable and the Borrower shall be bound to make a Borrowing in accordance therewith. Each Borrowing shall be made in a minimum amount of $500,000, and only one Borrowing may be made in any seven-day period. (Conditions Precedent e) All advances related to Initial Loans a requested Borrowing under this Agreement shall be made by the Lenders simultaneously and Letters proportionately to their Commitment Percentage of Credit)the Total Commitment Amount, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligations to make a Borrowing requested hereunder, nor shall any Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s obligation to make an advance related to a Borrowing requested hereunder, and no Lender shall be obligated to make the advances related to any Borrowings required to be made by it by the terms of this Agreement in the event of a failure by any other Lender. (Bf) The Borrower agrees to pay interest at the Loan Rate on the First Amendment Effective DateOutstanding Loan Balance of all Borrowings hereunder, until paid in full, on the dates provided in the CSA. Payments of the applicable conditions set forth Borrowings hereunder shall be made as provided in Section 3 the CSA and the Paying Agent shall pay to the Administrative Agent for further allocation by the Administrative Agent to the Lenders each payment in respect of the First Amendment and (C) at any time (including Asset Backed Loan received by the Closing Date and Paying Agent. Unless otherwise specified in the First Amendment Effective Date)CSA, of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, payments by the Administrative Agent shall make be made to each Lender based on its ratable share (calculated, without giving effect to payments made on the related Payment Date as a percentage, the numerator of which is such Lender’s Outstanding Loan Balance, and the denominator of which is the Outstanding Loan Balance). Calculations by the Administrative Agent with respect to the foregoing, absent manifest error, shall be final and binding. (i) The Administrative Agent shall keep records of each Borrowing, each Interest Accrual Period applicable thereto, the interest rate(s) applicable to each Borrowing and each payment of principal and interest thereon. Such records shall be rebuttably presumptive evidence of the subject matter thereof absent manifest error. Any Lender may request that its Commitment to the Borrower be evidenced by a Note. In such event, the Borrower shall promptly prepare, execute and deliver to such Lender a Note, payable to such Lender and otherwise appropriately completed. Thereafter, the Borrowing funded by such Lender evidenced by such Note and interest thereon shall at all times (including after any assignment pursuant to Section 8.1 be represented by a Note, payable to such Lender (or registered assigns pursuant to Section 8.1, except to the extent that such Lender (or assignee) subsequently returns any such Note for cancellation and requests that such funded Borrowings once again be evidenced as described in clauses (g)(i) of this Section 2.1. Diamond – Loan Agreement #39705641 (h) The acceptance of funds available by the Borrower pursuant to this Section 2.1 in connection with a Borrowing shall be deemed to be a certification by the Borrower that the conditions specified in the CSA and this Agreement have been satisfied with respect to such Borrowing. (i) Failure to repay principal or interest in respect of the Borrowings or Fees or any other amounts owing under this Agreement or the other Transaction Documents, or to perform any covenants or obligations hereunder or thereunder shall be subject to the remedies set forth in the CSA. (j) It is the intention of the parties hereto that the interest on the Borrowings shall not exceed the maximum rate permissible under Applicable Law. Accordingly, anything herein or in any note to the contrary notwithstanding, in the event any interest is charged to, collected from or received from or on behalf of the Borrower by the Administrative Agent or the Lenders pursuant hereto or thereto in excess of such maximum lawful rate, then the excess of such payment over that maximum shall be applied first to the payment of amounts then due and owing by the Borrower to the Secured Parties under this Agreement and the CSA (other than in respect of principal of and interest on the Borrowings) and then to the reduction of the Outstanding Loan Balance of the Borrowings of the Borrower.

Borrowings. To request a Revolving Borrowing, the Administrative Borrower shall deliver, by hand delivery or telecopier, a duly completed and executed Borrowing Request to the applicable Administrative Agent (i) Each Revolving Credit in the case of a Eurodollar Borrowing shall be made on notice given by the Borrower to the Administrative Agent in dollars or a Bankers’ Acceptance, not later than 1:00 p.m. (11:00 a.m., New York City time, three Business Days before the date of the proposed Borrowing, (ii) in the case of an ABR Borrowing, not later than 9:00 a.m., New York City time, on the date of the proposed Borrowing or (iiii) one Business Day, in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Canadian Prime Rate Loans, prior to not later than 11:00 a.m., New York time, one Business Day before the date of the proposed Borrowing. Each such notice Borrowing Request shall be irrevocable and shall specify the following information in substantially compliance with Section 2.02: (i) the form aggregate amount and Approved Currency of Exhibit C such Borrowing; (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (Aii) the date of such proposed Borrowing, which shall be a Business Day; (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (Diii) for each US Revolving Loans, whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing or, for Canadian Revolving Loans, whether such Borrowing is to be by way of Bankers’ Acceptance or Canadian Prime Rate Loan; (iv) in the case of a Eurodollar Borrowing or a Bankers’ Acceptance, the initial Interest Period or Periods thereof. Loans to be applicable thereto, which shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), a period contemplated by the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount definition of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof.term “Interest Period”; (iiv) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, name of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans Borrower and Letters of Credit), (B) on the First Amendment Effective Date, location and number of the applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (vi) that the conditions set forth in Section 3 4.02(b) – (e) have been satisfied as of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), date of the notice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing in dollars or, in the case of a Canadian Revolving Loan in Canadian dollars, a Canadian Prime Rate Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing or Bankers’ Acceptance then the applicable conditions set forth in Section 3.2 (Conditions Precedent Borrower shall be deemed to Each Loan and Letter have selected an Interest Period of Credit), and after the Administrative Agentone month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, such funds, the Administrative Agent shall make advise each applicable Lender of the details thereof and of the amount of such funds available Lender’s Loan to be made as part of the Borrowerrequested Borrowing.

Borrowings. (a) Each of the Capital Expenditure Loan Borrowings, Energy Hedging Loan Borrowings and Liquidity Loan Borrowings shall be made upon the delivery by the Borrower of an irrevocable Borrowing Request (or telephonic or email notice promptly confirmed by delivery of an irrevocable Borrowing Request) to the Facility Agent (which shall give to each Lender prompt notice thereof by facsimile transmission), given no later than 1:00 p.m., New York City time, at least four (4) Business Days prior to the requested date of any Capital Expenditure Loan Borrowing, Energy Hedging Loan Borrowing or Liquidity Loan Borrowing; provided that if such Loan is to be made as an Alternate Base Rate Loan, such notice shall be so delivered no later than 1:00 p.m., New York City time, at least one (1) Business Day prior to the requested date of any Capital Expenditure Loan Borrowing, Energy Hedging Loan Borrowing or Liquidity Loan Borrowing. Each of the Swingline Loan Borrowings shall be made upon the delivery by the Borrower of an irrevocable Borrowing Request (or telephonic or email notice promptly confirmed by delivery of an irrevocable Borrowing Request) to the Facility Agent (which shall give to each Swingline Lender prompt notice thereof by facsimile transmission), given no later than 11:00 a.m., New York City time, on the date of the requested Swingline Borrowing. Each Borrowing Request shall specify (i) Each Revolving Credit whether the Borrower is requesting a Capital Expenditure Loan Borrowing, Energy Hedging Loan Borrowing, Liquidity Loan Borrowing or Swingline Loan Borrowing, (ii) the requested date of such Borrowing (which shall be made on notice given by the Borrower to the Administrative Agent not later than 1:00 p.m. (New York time) (i) one a Business Day), (iii) in the case of a Capital Expenditure Loan Borrowing, Energy Hedging Loan Borrowing of or Liquidity Loan Borrowing, whether the related Capital Expenditure Loan, Energy Hedging Loan or Liquidity Loan is to be made as an Alternate Base Rate Loans and (ii) three Business Days, in the case of Loan or a Borrowing of Eurodollar LIBO Rate Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed BorrowingLoan, (Biv) if the aggregate amount of such proposed Borrowing, related Loan (Cother than a Swingline Loan) whether any portion of the proposed Borrowing will is to be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar made as a LIBO Rate Loan, the initial Interest Period or Periods thereof. applicable to such Borrowing, (v) the aggregate principal amount of Loans to be borrowed (and, subject to the terms and conditions set forth herein, the principal amount to be borrowed from each applicable Lender shall be its ratable share of such aggregate principal amount, based upon the respective Commitments of each of the Lenders at such time). (b) Borrowings of any Capital Expenditure Loans, Energy Hedging Loans, Liquidity Loans and Swingline Loans shall be made as Base Rate Loans unlessin minimum amounts of $1,000,000 and increments of $500,000 in excess thereof; provided that with respect to each Facility, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof i) there shall be Eurodollar Rate Loans. Notwithstanding anything to no more than sixty (60) Borrowings, and (ii) there shall be no more than five (5) different Interest Periods at any one time for each such Facility (other than the contrary contained in Section 2.3(aSwingline Subfacility). (c) In the case of (Swing Loans), if any Notice of i) each Borrowing requests other than a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Swingline Borrowing, and each Lender shall make the aggregate amount of the corresponding Loan to be made by it hereunder on the proposed Borrowing shall be reduced accordingly date thereof by the principal amount wire transfer of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of immediately available funds not less later than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. 11:00 a.m., New York City time, (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Swingline Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Swingline Lender shall, before 11:00 am. (New York time) on shall make the date amount of the proposed Borrowingrequested Swingline Loan in same day funds, make available in each case of clauses (i) and (ii), to the Administrative account of the Facility Agent at its address referred most recently designated by it for such purpose by notice to in Section 11.8 (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowingthe Lenders. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, satisfaction of the applicable conditions set forth in Section 3 of 4.02 and Section 4.03, the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date)Facility Agent shall make all funds so received available not later than 1:00 p.m., of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit)New York City time, and after the Administrative Agent’s receipt by wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Facility Agent shall make such funds available to by the Borrower. (d) The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.

Borrowings. To request a Revolving Borrowing, the Administrative Borrower shall deliver, by hand delivery or telecopier, a duly completed and executed Borrowing Request to the applicable Administrative Agent (i) Each Revolving Credit in the case of a Eurodollar Borrowing shall be made on notice given by the Borrower to the Administrative Agent in dollars or a Bankers' Acceptance, not later than 1:00 p.m. (11:00 a.m., New York City time, three Business Days before the date of the proposed Borrowing, (ii) in the case of an ABR Borrowing, not later than 9:00 a.m., New York City time, on the date of the proposed Borrowing or (iiii) one Business Day, in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Canadian Prime Rate Loans, prior to not later than 11:00 a.m., New York time, one Business Day before the date of the proposed Borrowing. Each such notice Borrowing Request shall be irrevocable and shall specify the following information in substantially compliance with Section 2.02: (i) the form aggregate amount and Approved Currency of Exhibit C such Borrowing; (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (Aii) the date of such proposed Borrowing, which shall be a Business Day; (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (Diii) for each US Revolving Loans, whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing or, for Canadian Revolving Loans, whether such Borrowing is to be by way of Bankers' Acceptance or Canadian Prime Rate Loan; (iv) in the case of a Eurodollar Borrowing or a Bankers' Acceptance, the initial Interest Period or Periods thereof. Loans to be applicable thereto, which shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), a period contemplated by the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount definition of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof.term "Interest Period"; (iiv) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, name of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans Borrower and Letters of Credit), (B) on the First Amendment Effective Date, location and number of the applicable Borrower's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (vi) that the conditions set forth in Section 3 4.02(b)-(e) have been satisfied as of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), date of the notice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing in dollars or, in the case of a Canadian Revolving Loan in Canadian dollars, a Canadian Prime Rate Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing or Bankers' Acceptance then the applicable conditions set forth in Section 3.2 (Conditions Precedent Borrower shall be deemed to Each Loan and Letter have selected an Interest Period of Credit), and after the Administrative Agent’s one month's duration. Promptly following receipt of a Borrowing Request in accordance with this Section, such funds, the Administrative Agent shall make advise each applicable Lender of the details thereof and of the amount of such funds available Lender's Loan to be made as part of the Borrowerrequested Borrowing.

Borrowings. (ia) Each Term Borrowing and each Revolving Credit Borrowing shall be made on notice given by upon the Borrower Representative’s irrevocable notice to Administrative Agent, on behalf of the applicable Borrower. Each such notice from the Borrower Representative shall be in the form of a fully executed Funding Notice delivered to Administrative Agent no later than (i) 12:00 p.m. at least three (3) Business Days (or, in the case of the initial Credit Extensions on the Closing Date, one (1) Business Day) prior to the requested date of any Borrowing of LIBOR Rate Loans, and (ii) 12:00 p.m. at least one (1) Business Day in advance of the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrower Representative 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 Administrative Agent not later than 1:00 p.m. 12:00 p.m., five (New York time5) (i) one Business Day, in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, Days prior to the requested date of such Borrowing, whereupon Administrative Agent shall give prompt notice to the applicable Lenders of such request and determine whether the requested Interest Period is acceptable to all of them, thereafter Administrative Agent shall notify the Borrower Representative (which notice may be by telephone) whether or not the requested Interest Period has been consented to by such Lenders. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate Loan shall, unless Borrower Representative is notified pursuant to Section 2.17 that LIBOR Rate Loans are not available, be irrevocable on and after the related Interest Rate Determination Date, and Borrowers shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender of the proposed Borrowingborrowing. Each such notice Borrowing of LIBOR Rate Loans shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral a whole multiple of $1,000,000 in excess thereof. Except as provided in Section 2.03(c) and Section 2.04(b), each Borrowing of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each Funding Notice (whether telephonic or written) shall specify (i) whether the Borrower(s) are requesting a Term Borrowing or a Revolving Credit Borrowing, (ii) the requested date of the Borrowing (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, (iv) the Type of Loans to be borrowed, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) remittance instructions. If the Borrower Representative requests a Borrowing of LIBOR Rate Loans in any such Funding Notice but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. (iib) The Following receipt of a Funding Notice, Administrative Agent shall give to promptly notify each Appropriate Lender in writing or by electronic communication of the amount of its Pro Rata Share of the applicable Term Loans or Revolving Loans. In the case of a Term Borrowing or a Revolving Credit Borrowing, each Appropriate Lender prompt notice shall make the amount of its Loan available to Administrative Agent in immediately available funds at the Administrative Agent’s receipt Principal Office not later than 2:00 p.m. on the Business Day specified in the applicable Funding Notice. Upon satisfaction or waiver of a Notice of Borrowing with respect to Revolving Credit Borrowings the applicable conditions precedent set forth in Section 3.02 (and, if Eurodollar such Borrowing is the initial Credit Extension, Section 3.01), Administrative Agent shall make all funds so received available to the applicable Borrower(s) either by (i) crediting the account(s) of the Borrower(s) on the books of Administrative Agent with the amount of such funds or (ii) wire transfer of such funds to an account designated by the Borrower Representative in writing, in each case, in accordance with instructions provided to (and reasonably acceptable to) Administrative Agent by the Borrower Representative (subject to Section 2.04(c)). (c) Administrative Agent shall promptly notify the Borrower Representative and the Lenders (in writing or by electronic communication) of the interest rate applicable to any Interest Period for LIBOR Rate Loans are properly requested in upon determination of such Notice interest rate. (d) The failure of Borrowingany Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, the applicable interest rate determined pursuant if any, hereunder to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) make its Loan on the date of the proposed such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make available the Loan to be made by such other Lender on the date of any Borrowing. (e) Anything in this Section 2.02 to the Administrative Agent at its address referred to in Section 11.8 (Noticescontrary notwithstanding, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, Borrower Representative may not select Adjusted LIBOR Rate for any Borrowing if the obligation of the applicable conditions set forth Appropriate Lenders to make LIBOR Rate Loans shall then be suspended pursuant to Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit2.17(a) or 2.17(b), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrower.

Borrowings. (ia) If the Borrower desires to request a Borrowing under this Agreement it shall give the Agents a written notice in substantially the form set forth on Exhibit B hereto (each, a “Notice of Borrowing”), which Notice of Borrowing (including a Borrowing Calculation Statement) shall promptly be sent by the Administrative Agent to each applicable Lender for such Borrowing not later than 2:00 p.m. (New York City time) at least one Business Day prior to the day of the requested Borrowing. Each Revolving Credit Notice of Borrowing shall be made substantially in the form of Exhibit B hereto, and the Borrower shall attach a Borrowing Calculation Statement (which Borrowing Calculation Statement shall give pro forma effect to any Collateral Obligation being acquired with the proceeds of such Borrowing on notice given such date or the following Business Day), dated the date the request for the related Borrowing is being made, signed by an Authorized Officer of the Borrower and otherwise be appropriately completed (including an indication by the Borrower of the Class or Classes proposed to be funded). Proceeds of each Borrowing may only be used (a) for the acquisition and origination of Collateral Obligations during the Revolving Period (and after the Revolving Period only for the acquisition and origination of Collateral Obligations committed to during the Revolving Period, subject to Section 5.8) and (b) to fund Exposure Amounts. The proposed Borrowing Date specified in each Notice of Borrowing shall be a Business Day falling during the Commitment Period; The amount of the Borrowing requested in each Notice of Borrowing (the “Requested Amount”) shall be equal to at least $250,000 and integral multiples of $1,000 in excess thereof (or, if less, the aggregate Undrawn Commitments in respect of the Loans hereunder); provided that (a) such Requested Amount may not exceed the Advance Rate with respect to a Collateral Obligation to be acquired using the proceeds of such Borrowing (which, for avoidance of doubt, will be calculated on a per Collateral Obligation basis); and (b) such Requested Amount may not exceed a Lender’s Commitment and as to all Lenders, the Total Commitment at such time. Each Notice of Borrowing shall be revocable by the Borrower only if written notice of such revocation is given to the Lenders and the Administrative Agent (with a copy to the Collateral Agent) no later than 2:00 p.m. (New York City time) on the date that is one Business Day before the date of the related Borrowing. Notices of Borrowing shall otherwise be irrevocable. (b) Each Lender shall, not later than 1:00 p.m. (New York City time) (i) one Business Dayon each Borrowing Date in respect of the Loans to be funded by it hereunder, make its Percentage Share of the applicable Requested Amount available to the Borrower by disbursing such funds in Dollars to an account specified by the Borrower in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing. (c) (The failure of any Lender to fund any Loan on a “Notice Borrowing Date hereunder shall not relieve any other Lender of Borrowing”), specifying (A) the date of any obligation hereunder to fund any Loan on such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loansdate. Notwithstanding anything the foregoing and any other provision to the contrary contained in Section 2.3(a) (Swing Loans)herein, if any Lender shall have failed to fund its Percentage Share of a previously requested Loan on the applicable date of Borrowing and the Borrower provides a new Notice of Borrowing requests as a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount result of such Swing Loan. Each Revolving Credit Borrowing shall be failure to fund, then, in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings andsuch case, if Eurodollar Rate Loans are properly requested in necessary to make such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make available Borrower shall be permitted a single additional Borrowing without regard to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions minimum funding limit set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrowerherein.

Borrowings. (a) Each of the Term Loan and the Capital Expenditure Loans shall be made upon the delivery by the Borrower of an irrevocable Borrowing Request (or telephonic or email notice promptly confirmed by delivery of an irrevocable Borrowing Request) to the Facility Agent (which shall give to each Lender prompt notice thereof by facsimile transmission), given no later than 1:00 p.m., New York City time, at least four (4) Business Days prior to the requested date of any Capital Expenditure Loan Borrowing or Term Loan Borrowing; provided that if such Loan is to be made as an Alternate Base Rate Loan, such notice shall be so delivered no later than 1:00 p.m., New York City time, at least one (1) Business Day prior to the requested date of any Capital Expenditure Loan Borrowing or Term Loan Borrowing. Each such Borrowing Request shall specify (i) Each Revolving Credit whether the Borrower is requesting a Term Loan Borrowing or a Capital Expenditure Loan Borrowing, (ii) the requested date of such Borrowing (which shall be made on notice given by the Borrower to the Administrative Agent not later than 1:00 p.m. (New York time) (i) one a Business Day), (iii) in the case of a Capital Expenditure Loan Borrowing of or Term Loan Borrowing, whether the related Capital Expenditure Loan or Term Loan is to be made as an Alternate Base Rate Loans and (ii) three Business Days, in the case of Loan or a Borrowing of Eurodollar LIBO Rate Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed BorrowingLoan, (Biv) if the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will related Loan is to be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar made as a LIBO Rate Loan, the initial Interest Period or applicable to such Borrowing and (v) the aggregate principal amount of Loans to be borrowed (and, subject to the terms and conditions set forth herein, the principal amount to be borrowed from each Lender shall be its ratable share of such aggregate principal amount, based upon the respective Commitments of each of the Lenders at such time). (b) The Term Loan shall be borrowed in a single Borrowing. There shall be no more than seven (7) different Interest Periods thereofat any one time for the outstanding Term Loan. Borrowings of Capital Expenditure Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice in minimum amounts of Borrowing specifies $5,000,000 and increments of $1,000,000; provided that all or a portion thereof there shall be Eurodollar Rate no more than sixty (60) Capital Expenditure Loan Borrowings. There shall be no more than five (5) different Interest Periods at any one time for the outstanding Capital Expenditure Loans. Notwithstanding anything to . (c) In the contrary contained in Section 2.3(a) (Swing Loans), if any Notice case of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed each Borrowing, and each Lender shall make the aggregate amount of the corresponding Loan to be made by it hereunder on the proposed Borrowing shall be reduced accordingly date thereof by wire transfer of immediately available funds not later than 11:00 a.m., New York City time, to the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice account of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in Facility Agent most recently designated by it for such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make available purpose by notice to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed BorrowingLenders. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, satisfaction of the applicable conditions set forth in Section 3 of 4.02 and Section 4.03, the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date)Facility Agent shall make all funds so received available not later than 1:00 p.m., of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit)New York City time, and after the Administrative Agent’s receipt by wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Facility Agent shall make such funds available to by the Borrower. (d) The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.

Borrowings. (ia) Each Revolving Credit Borrowing shall be made on notice given by the Borrower Subject to the Administrative Agent not later than 1:00 p.m. (New York time) (i) one terms and conditions hereof, on any Business Day, in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, Day prior to the date Commitment Termination Date, the Issuer (or the Collateral Manager on behalf of the proposed Borrowing. Each such Issuer) may request Borrowings (each a “Borrowing Request”) hereunder. (b) From time to time as required pursuant to and in accordance with the terms of the Indenture, the Issuer (or the Collateral Manager on behalf of the Issuer) may deliver to the Revolving Credit Note Agent and the Class A-R Noteholders a notice shall be (with a copy to the Trustee and the Collateral Manager, if not the notifying party), substantially in substantially the form of Exhibit C A hereto (Form of Notice of Borrowing) (each, a “Notice of Borrowing”), specifying of a proposed Borrowing no later than 5:00 p.m. (New York City time) on the third Business Day prior to the proposed Borrowing Date. Each of the Issuer and, if applicable, the Collateral Manager agrees that any Notice of Borrowing delivered pursuant to this Section 2.1(b) shall be transmitted to the Revolving Credit Note Agent and the Class A) -R Noteholders by facsimile or electronic mail (to the date facsimile number or electronic mail address, as the case may be, specified on the Revolving Credit Note Agent’s and each Class A-R Noteholder’s respective signature pages to this Agreement), shall be substantially in the form of such Exhibit A hereto, and shall specify the proposed BorrowingBorrowing Date (which shall be a Business Day), (B) the aggregate amount of such proposed BorrowingBorrowing and relevant wire transfer instructions. In the event any Notice of Borrowing is not transmitted to the Revolving Credit Note Agent and the Class A-R Noteholders until after 5:00 p.m. (New York City time) on a Business Day, (C) whether any portion of the proposed Borrowing it will be treated as having been transmitted on the following Business Day for all purposes hereunder. The Revolving Credit Note Agent shall notify the Collateral Manager promptly (and in any event within one Business Day) of Base Rate Loans any change to the facsimile number or Eurodollar Rate Loans electronic mail address specified on each Class A-R Noteholder’s signature page to this Agreement to the extent that the Revolving Credit Note Agent has received notice of such change from a Class A-R Noteholder. (c) So long as (x) the Commitment Termination Date has not occurred and (Dy) for each Eurodollar Rate Loanthe conditions to funding set out in Section 3.1 have been satisfied, the initial Interest Period or Periods thereof. Loans Class A-R Noteholders shall be made as Base Rate Loans unless, subject make Advances to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Issuer on the Borrowing Date specified in the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a(pro rata based on their respective Commitment Percentages) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof.as follows: (iii) The Administrative Agent shall give each Class A-R Noteholder obligated to each Revolving Credit Lender prompt notice of make an Advance hereunder, no later than 12:00 p.m. (New York City time) on the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested Date specified in such the Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make shall have made available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.)Trustee, in immediately available funds, such Lender’s Ratable Portion an amount equal to its Commitment Percentage of the Borrowing in respect of such proposed Advance in accordance with the wire transfer instructions set forth in the Notice of Borrowing. Upon fulfillment ; (or due waiver ii) a Class A-R Noteholder that has elected to establish a Class A-R Prepayment Account pursuant to Section 2.5(a) shall be deemed to satisfy its obligation under clause (i) if, no later than 12:00 p.m. (New York City time) on the Borrowing Date specified in the Notice of Borrowing, such Class A-R Noteholder has cash standing to the credit of its Class A-R Prepayment Account in an amount no less than its Commitment Percentage of the Borrowing in respect of such Advance; If, as of 12:00 p.m. (New York City time) on the Borrowing Date specified in the related Notice of Borrowing: (A) each Class A-R Noteholder has satisfied its Advance payment obligation (either by payment to the Trustee in accordance with Section 11.1 2.1(c)(i) or deemed satisfaction pursuant to Section 2.1(c)(ii) above), (AmendmentsI) the Trustee shall transfer all funds received pursuant to Section 2.1(c)(i) to the Principal Collection Subaccount and (II) in the case of any Class A-R Noteholder that has satisfied such obligation pursuant to Section 2.1(c)(ii), Waiversthe Trustee shall instruct the Custodian (without consent of such Class A-R Noteholder) to transfer cash in an amount equal to such Class A-R Noteholder’s Commitment Percentage of the Borrowing in respect of such Advance from such Class A-R Prepayment Account to the Principal Collection Subaccount; or (B) any Class A-R Noteholder has failed to satisfy its Advance payment obligation (whether by payment to the Trustee in accordance with Section 2.1(c)(i) or deemed satisfaction pursuant to Section 2.1(c)(ii) above), Etc.(I) if the Trustee has received funds from a Class A-R Noteholder pursuant to Section 2.1(c)(i), the Trustee shall return such funds to such Class A-R Noteholder and (II) with respect to any funds standing to the credit of a Class A-R Prepayment Account, the Trustee shall instruct the Custodian to return such funds to the related Class A-R Noteholder. For the avoidance of doubt, if with respect to any Advance, a Class A-R Noteholder has satisfied its Advance payment obligation pursuant to Section 2.1(c)(ii) but any other Class A-R Noteholder has failed to satisfy its own Advance payment obligation as of 12:00 p.m. (ANew York City time) on the Closing Borrowing Date, of the applicable conditions set forth Section 3.1 Trustee shall not be entitled to instruct the Custodian to transfer cash from such Class A-R Prepayment Account to the Issuer or any other Person (Conditions Precedent to Initial Loans and Letters of Credit), other than such Class A-R Noteholder as required by sub-clause (B) above) without the consent of such Class A-R Noteholder. (d) The Issuer hereby agrees that each Class A-R Noteholder, acting in good faith, (i) is entitled to rely upon any Notice of Borrowing furnished to such Class A-R Noteholder hereunder by the Collateral Manager purporting to act on the First Amendment Effective Date, behalf of the applicable conditions set forth in Section 3 of the First Amendment Issuer, is genuine and authorized and (Cii) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available not be liable to the BorrowerIssuer with respect to any action taken or omitted to be taken by such Class A-R Noteholder in good faith in accordance with any such Notice of Borrowing.

Borrowings. (ia) Each Term Borrowing and each Revolving Credit Borrowing shall be made on notice given by upon the Borrower Representative’s irrevocable notice to Administrative Agent, on behalf of the applicable Borrower. Each such notice from the Borrower Representative shall be in the form of a fully executed Funding Notice delivered to Administrative Agent not no later than 1:00 p.m. (New York time) (i) one 12:00 p.m. at least three (3) Business DayDays (or, in the case of a the initial Credit Extensions on the Closing Date and the Credit Extensions on the NAI-1537241654v2 Delayed Draw Funding Date, one (1) Business Day) prior to the requested date of any Borrowing of Base Rate Loans SOFR Loans, and (ii) three 12:00 p.m. at least one (1) Business Days, Day in advance of the case of a Borrowing of Eurodollar Rate Loans, prior to the requested date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a SOFR Loan shall, unless Borrower Representative is notified pursuant to Section 2.17 or Section 2.27 that SOFR Loans are not available, be irrevocable on and after the related Interest Rate Determination Date, and Borrowers shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed of such proposed BorrowingFunding Notice, and the aggregate amount Administrative Agent shall notify each Lender of the corresponding proposed borrowing. Each Borrowing of SOFR Loans shall be reduced accordingly by the in a principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral a whole multiple of $1,000,000 in excess thereof. Except as provided in Section 2.03(c) and Section 2.04(b), each Borrowing of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each Funding Notice (whether telephonic or written) shall specify (i) whether the Borrower(s) are requesting a Term Borrowing or a Revolving Credit Borrowing, (ii) the requested date of the Borrowing (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, (iv) the Type of Loans to be borrowed, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) remittance instructions. If the Borrower Representative requests a Borrowing of SOFR Loans in any such Funding Notice but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If the Borrower Representative fails to specify between a Base Rate Loan or a SOFR Loan in the applicable Funding Notice, then the applicable Term Loans or Revolving Loans shall be made as SOFR Loans with an Interest Period of one month. (iib) The Following receipt of a Funding Notice, Administrative Agent shall give to promptly notify each Appropriate Lender in writing or by electronic communication of the amount of its Pro Rata Share of the applicable Term Loans or Revolving Loans. In the case of a Term Borrowing or a Revolving Credit Borrowing, each Appropriate Lender prompt notice shall make the amount of its Loan available to Administrative Agent in immediately available funds at the Administrative Agent’s receipt Principal Office not later than 2:00 p.m. on the Business Day specified in the applicable Funding Notice. Upon satisfaction or waiver of a Notice of Borrowing with respect to Revolving Credit Borrowings the applicable conditions precedent set forth in Section 3.02 (and, if Eurodollar Rate Loans are properly requested in such Notice of BorrowingBorrowing is the initial Credit Extension, Section 3.01), Administrative Agent shall make all funds so received available to the applicable Borrower(s) either by (i) crediting the account(s) of the Borrower(s) on the books of Administrative Agent with the amount of such funds or (ii) wire transfer of such funds to an account designated by the Borrower Representative in writing, in each case, in accordance with instructions provided to (and reasonably acceptable to) Administrative Agent by the Borrower Representative (subject to Section 2.04(c)). (c) Administrative Agent shall promptly notify the Borrower Representative and the Lenders (in writing or by electronic communication) of the interest rate determined pursuant applicable to Section 2.14(aany Interest Period for SOFR Loans upon determination of such interest rate. (d) (Determination The failure of Interest Rate). Each any Lender shallto make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, before 11:00 am. (New York time) if any, hereunder to make its Loan on the date of the proposed such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make available the Loan to be made by such other Lender on the date of any Borrowing. (e) Anything in this Section 2.02 to the Administrative Agent at its address referred to in Section 11.8 (Noticescontrary notwithstanding, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, Borrower Representative may not select Adjusted Term SOFR for any Borrowing if the obligation of the applicable conditions set forth Appropriate Lenders to make SOFR Loans shall then be suspended pursuant to Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit2.17(b) or Section 2.27(a), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrower.

Borrowings. (a) Not later than 8:00 P.M. (New York City time) on the Business Day before the date of any Loan that MSAF wishes ILFC to make pursuant to Section 3.01(a), MSAF shall give ILFC notice (a "Notice of Borrowing") (provided that such notice may be given orally by telephone if MSAF provides written confirmation of such notice by 8:30 P.M. (New York City time)), stating that the purpose of such Loan is to enable MSAF to make a payment of principal of or interest on MSAF's securitization debt and specifying: (i) Each Revolving Credit Borrowing shall be made on notice given by the Borrower to the Administrative Agent not later than 1:00 p.m. (New York time) (i) one Business Day, in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof.applicable Total MSAF Facilities Drawing Amount; (ii) The Administrative Agent the amount of such Loan, which shall give be equal to each Revolving Credit Lender prompt notice the related ILFC Drawing Share; and (iii) the date (which shall be a Business Day) of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(aLoan. (b) (Determination of Interest Rate). Each Lender shall, before 11:00 am. Not later than 5:30 P.M. (New York City time) on the date of the proposed Borrowingany Loan specified in a Notice of Borrowing given pursuant to Section 3.02(a), ILFC shall make available the amount of such Loan to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.)MSAF, in lawful money of the United States in Federal or other funds immediately available fundsin New York City. (c) If, such Lender’s Ratable Portion for any reason, on the date of such proposed Borrowing. Upon fulfillment any Loan MSAF does not receive the full applicable Total MSAF Facilities Drawing Amount under the MSAF Facilities, not later than 8:30 P.M. (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (ANew York City time) on the Closing Datedate of such Loan, MSAF may give ILFC notice of an additional Loan (a "Notice of Additional Borrowing"), specifying: (i) the shortfall in such Total MSAF Facilities Drawing Amount; and (ii) the amount of such additional Loan, which may be any amount up to the Commitment Amount; and (iii) the date (which shall be the next Business Day) of such additional Loan. (d) Not later than 5:30 P.M. (New York City time) on the date of any additional Loan specified in a Notice of Additional Borrowing, ILFC shall make available the amount of the applicable conditions set forth Section 3.1 (Conditions Precedent additional Loan to Initial Loans and Letters of Credit)MSAF, (B) on the First Amendment Effective Date, in lawful money of the applicable conditions set forth United States in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth Federal or other funds immediately available in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the BorrowerNew York City.

Borrowings. (ia) Each Revolving Credit Borrowing shall be made on notice given by the Borrower Subject to the Administrative Agent not later than 1:00 p.m. (New York time) (i) one terms and conditions hereof, on any Business Day, in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, Day prior to the date Commitment Termination Date, the Issuer (or the Collateral Manager on behalf of the proposed Borrowing. Each such Issuer) may request Borrowings (each a “Borrowing Request”) hereunder in an amount equal to or greater than the Minimum Borrowing Amount. (b) From time to time as required pursuant to and in accordance with the terms of the Indenture, the Issuer (or the Collateral Manager on behalf of the Issuer) may deliver to the Revolving Credit Note Agent and the Class A-R Noteholders a notice shall be (with a copy to the Trustee and the Collateral Manager, if not the notifying party), substantially in substantially the form of Exhibit C A hereto (Form of Notice of Borrowing) (each, a “Notice of Borrowing”), specifying of a proposed Borrowing no later than 5:00 p.m. (New York City time) on the 35th (thirty-fifth) calendar day (or such fewer number of days as may be approved in writing by UBS and the Revolving Credit Note Agent) prior to the proposed Borrowing Date. Each of the Issuer and, if applicable, the Collateral Manager agrees that any Notice of Borrowing delivered pursuant to this Section 2.1(b) shall be transmitted to the Revolving Credit Note Agent and the Class A) -R Noteholders by electronic mail (to the date electronic mail address specified on the Revolving Credit Note Agent’s and each Class A-R Noteholder’s respective signature pages to this Agreement), shall be substantially in the form of such Exhibit A hereto, and shall specify the proposed BorrowingBorrowing Date (which shall be a Business Day), (B) the aggregate amount of such proposed BorrowingBorrowing and relevant wire transfer instructions. In the event any Notice of Borrowing is not transmitted to the Revolving Credit Note Agent and the Class A-R Noteholders until after 5:00 p.m. (New York City time) on a Business Day, (C) whether any portion of the proposed Borrowing it will be treated as having been transmitted on the following Business Day for all purposes hereunder. The Revolving Credit Note Agent shall notify the Collateral Manager promptly (and in any event within one Business Day) of Base Rate Loans or Eurodollar Rate Loans any change to the electronic mail address specified on each Class A-R Noteholder’s signature page to this Agreement to the extent that the Revolving Credit Note Agent has received notice of such change from a Class A-R Noteholder. (c) So long as (x) the Commitment Termination Date has not occurred and (Dy) for each Eurodollar Rate Loanthe conditions to funding set out in Section 3.1 have been satisfied, the initial Interest Period or Periods thereof. Loans Class A-R Noteholders (or, prior to the Repo Termination Date, ICMB) shall be made as Base Rate Loans unless, subject make Advances to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Issuer on the Borrowing Date specified in the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything (pro rata based on their respective Commitment Percentages) as follows: (i) each Class A-R Noteholder obligated to make an Advance hereunder (or, prior to the contrary contained in Section 2.3(a) (Swing LoansRepo Termination Date, ICMB), if any Notice of no later than 12:00 p.m. (New York City time) on the Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, Date specified in the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make shall have made available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.)Trustee, in immediately available funds, such Lender’s Ratable Portion an amount equal to its Commitment Percentage of the Borrowing in respect of such proposed Advance in accordance with the wire transfer instructions set forth in the Notice of Borrowing. Upon fulfillment ; and (or due waiver ii) a Class A-R Noteholder that has elected to establish a Class A-R Prepayment Account pursuant to Section 2.5(a) shall be deemed to satisfy its obligation under clause (i) if, no later than 12:00 p.m. (New York City time) on the Borrowing Date specified in the Notice of Borrowing, such Class A-R Noteholder has cash standing to the credit of its Class A-R Prepayment Account in an amount no less than its Commitment Percentage of the Borrowing in respect of such Advance; If, as of 12:00 p.m. (New York City time) on the Borrowing Date specified in the related Notice of Borrowing: (A) each Class A-R Noteholder (and, prior to the Repo Termination Date, ICMB) has satisfied its Advance payment obligation (either by payment to the Trustee in accordance with Section 11.1 2.1(c)(i) or deemed satisfaction pursuant to Section 2.1(c)(ii) above), (AmendmentsI) the Trustee shall transfer all funds received pursuant to Section 2.1(c)(i) to the Principal Collection Subaccount and (II) in the case of any Class A-R Noteholder that has satisfied such obligation pursuant to Section 2.1(c)(ii), Waiversthe Trustee shall (at the direction of the Collateral Manager) instruct the Custodian (without consent of such Class A-R Noteholder) to transfer cash in an amount equal to such Class A-R Noteholder’s Commitment Percentage of the Borrowing in respect of such Advance from such Class A-R Prepayment Account to the Principal Collection Subaccount; or (B) any Class A-R Noteholder (or, Etc.prior to the Repo Termination Date, ICMB) has failed to satisfy its Advance payment obligation (whether by payment to the Trustee in accordance with Section 2.1(c)(i) or deemed satisfaction pursuant to Section 2.1(c)(ii) above), (I) if the Trustee has received funds from a Class A-R Noteholder (or, prior to the Repo Termination Date, ICMB) pursuant to Section 2.1(c)(i), the Trustee shall return such funds to such Class A-R Noteholder (or ICMB, as applicable) and (II) with respect to any funds standing to the credit of a Class A-R Prepayment Account, the Trustee shall (at the direction of the Collateral Manager) instruct the Custodian to return such funds to the related Class A-R Noteholder. For the avoidance of doubt, if with respect to any Advance, a Class A-R Noteholder has satisfied its Advance payment obligation pursuant to Section 2.1(c)(ii) but any other Class A-R Noteholder has failed to satisfy its own Advance payment obligation as of 12:00 p.m. (New York City time) on the Closing Borrowing Date, of the applicable conditions set forth Section 3.1 Trustee shall not be entitled to instruct the Custodian to transfer cash from such Class A-R Prepayment Account to the Issuer or any other Person (Conditions Precedent to Initial Loans and Letters of Credit), other than such Class A-R Noteholder as required by sub-clause (B) above) without the consent of such Class A-R Noteholder. (d) The Issuer hereby agrees that each Class A-R Noteholder and ICMB, acting in good faith, (i) is entitled to rely upon any Notice of Borrowing furnished to such Class A-R Noteholder and ICMB by the Collateral Manager purporting to act on the First Amendment Effective Date, behalf of the applicable conditions set forth in Section 3 of the First Amendment Issuer, is genuine and authorized and (Cii) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available not be liable to the BorrowerIssuer with respect to any action taken or omitted to be taken by such Class A-R Noteholder or ICMB in good faith in accordance with any such Notice of Borrowing.

Borrowings. (i) Each Term Borrowing and each Revolving Credit Borrowing shall be made on upon the Borrower Representative’s irrevocable (provided, that any such notice given may state that it is conditioned upon the effectiveness of other transactions, in which case such notice may be revoked by the Borrower Representative by notice to the Administrative Agent on or prior to the specified effective date if such condition is not satisfied) notice to Administrative Agent, on behalf of the applicable Borrower. Each such notice from the Borrower Representative shall be in the form of a fully executed Funding Notice delivered to Administrative Agent no later than 1:00 p.m. (New York time) (i) one 12:00 p.m. at least three (3) Business DayDays (or, in the case of a the initial Credit Extensions on the Closing Date, one (1) Business Day) prior to the requested date of any Borrowing of Base Rate Loans SOFR Loans, and (ii) three 12:00 p.m. at least one (1) Business Days, Day in advance of the case of a Borrowing of Eurodollar Rate Loans, prior to the requested date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the . Promptly upon receipt by Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed of such proposed BorrowingFunding Notice, and the aggregate amount Administrative Agent shall notify each Lender of the corresponding proposed borrowing. Each Borrowing of SOFR Loans shall be reduced accordingly by the in a principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral a whole multiple of $1,000,000 in excess thereof. . Except as provided in Section 2.03(c) and Section 2.04(b), each Borrowing of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each Funding Notice (whether telephonic or written) shall specify (i) whether the Borrower(s) are requesting a Term Borrowing or a Revolving Credit Borrowing, (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make available to the Administrative Agent at its address referred to in Section 11.8 Borrowing (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Creditwhich shall be a Business Day), (Biii) on the First Amendment Effective Dateprincipal amount of Loans to be borrowed, (iv) the Type of Loans to be borrowed, (v) if applicable, the duration of the applicable conditions set forth in Section 3 of the First Amendment Interest Period with respect thereto and (Cvi) at remittance instructions. If the Borrower Representative requests a Borrowing of SOFR Loans in any time (including such Funding Notice but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If the Closing Date and the First Amendment Effective Date), of Borrower Representative fails to specify between a Base Rate Loan or a SOFR Loan in the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter Funding Notice, then the applicable Term Loans or Revolving Loans shall be made as SOFR Loans with an Interest Period of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrowerone month.

Borrowings. (ia) Each Revolving Credit Borrowing shall be made on notice given by the Borrower Subject to the Administrative Agent not later than 1:00 p.m. (New York time) (i) one terms and conditions hereof, on any Business Day, in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, Day prior to the date Commitment Termination Date, the Issuer (or the Collateral Manager on behalf of the proposed Borrowing. Each such Issuer) may request Borrowings (each a “Borrowing Request”) hereunder. (b) From time to time as required pursuant to and in accordance with the terms of the Indenture, the Issuer (or the Collateral Manager on behalf of the Issuer) may deliver to the Revolving Credit Note Agent and the Class A-R Noteholders a notice shall be (with a copy to the Trustee and the Collateral Manager, if not the notifying party), substantially in substantially the form of Exhibit C A hereto (Form of Notice of Borrowing) (each, a “Notice of Borrowing”), specifying of a proposed Borrowing no later than 5:00 p.m. (New York City time) on the third Business Day prior to the proposed Borrowing Date. Each of the Issuer and, if applicable, the Collateral Manager agrees that any Notice of Borrowing delivered pursuant to this Section 2.1(b) shall be transmitted to the Revolving Credit Note Agent and the Class A) -R Noteholders by facsimile or electronic mail (to the date facsimile number or electronic mail address, as the case may be, specified on the Revolving Credit Note Agent’s and each Class A-R Noteholder’s respective signature pages to this Agreement), shall be substantially in the form of such Exhibit A hereto, and shall specify the proposed BorrowingBorrowing Date (which shall be a Business Day), (B) the aggregate amount of such proposed BorrowingBorrowing and relevant wire transfer instructions. In the event any Notice of Borrowing is not transmitted to the Revolving Credit Note Agent and the Class A-R Noteholders until after 5:00 p.m. (New York City time) on a Business Day, (C) whether any portion of the proposed Borrowing it will be treated as having been transmitted on the following Business Day for all purposes hereunder. The Revolving Credit Note Agent shall notify the Collateral Manager promptly (and in any event within one Business Day) of Base Rate Loans any change to the facsimile number or Eurodollar Rate Loans electronic mail address specified on each Class A-R Noteholder’s signature page to this Agreement to the extent that the Revolving Credit Note Agent has received notice of such change from a Class A-R Noteholder. (c) So long as (x) the Commitment Termination Date has not occurred and (Dy) for each Eurodollar Rate Loanthe conditions to funding set out in Section 3.1 have been satisfied, the initial Interest Period or Periods thereof. Loans Class A-R Noteholders shall be made as Base Rate Loans unless, subject make Advances to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Issuer on the Borrowing Date specified in the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a(pro rata based on their respective Commitment Percentages) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof.as follows: (iii) The Administrative Agent shall give each Class A-R Noteholder obligated to each Revolving Credit Lender prompt notice of make an Advance hereunder, no later than 12:00 p.m. (New York City time) on the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested Date specified in such the Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make shall have made available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.)Trustee, in immediately available funds, such Lender’s Ratable Portion an amount equal to its Commitment Percentage of the Borrowing in respect of such proposed Advance in accordance with the wire transfer instructions set forth in the Notice of Borrowing. Upon fulfillment ; (or due waiver ii) a Class A-R Noteholder that has elected to establish a Class A-R Prepayment Account pursuant to Section 2.5(a) shall be deemed to satisfy its obligation under clause (i) if, no later than 12:00 p.m. (New York City time) on the Borrowing Date specified in the Notice of Borrowing, such Class A-R Noteholder has cash standing to the credit of its Class A-R Prepayment Account in an amount no less than its Commitment Percentage of the Borrowing in respect of such Advance; If, as of 12:00 p.m. (New York City time) on the Borrowing Date specified in the related Notice of Borrowing: (A) each Class A-R Noteholder has satisfied its Advance payment obligation (either by payment to the Trustee in accordance with Section 11.1 2.1(c)(i) or deemed satisfaction pursuant to Section 2.1(c)(ii) above), (AmendmentsI) the Trustee shall transfer all funds received pursuant to Section 2.1(c)(i) to the Principal Collection Subaccount and (II) in the case of any Class A-R Noteholder that has satisfied such obligation pursuant to Section 2.1(c)(ii), Waiversthe Trustee shall instruct the Custodian (without consent of such Class A-R Noteholder) to transfer cash in an amount equal to such Class A-R Noteholder’s Commitment Percentage of the Borrowing in respect of such Advance from such Class A-R Prepayment Account to the Principal Collection Subaccount; or (B) any Class A-R Noteholder has failed to satisfy its Advance payment obligation (whether by payment to the Trustee in accordance with Section 2.1(c)(i) or deemed satisfaction pursuant to Section 2.1(c)(ii) above), Etc.(I) if the Trustee has received funds from a Class A-R Noteholder pursuant to Section 2.1(c)(i), the Trustee shall return such funds to such Class A-R Noteholder and (II) with respect to any funds standing to the credit of a Class A-R Prepayment Account, the Trustee shall instruct the Custodian to return such funds to the related Class A-R Noteholder. For the avoidance of doubt, if with respect to any Advance, a Class A-R Noteholder has satisfied its Advance payment obligation pursuant to Section 2.1(c)(ii) but any other Class A-R Noteholder has failed to satisfy its own Advance payment obligation as of 12:00 p.m. (ANew York City time) on the Closing Borrowing Date, of the applicable conditions set forth Section 3.1 Trustee shall not be entitled to instruct the Custodian to transfer cash from such Class A-R Prepayment Account to the Issuer or any other Person (Conditions Precedent to Initial Loans and Letters of Credit), other than such Class A-R Noteholder as required by sub-clause (B) above) without the consent of such Class A-R Noteholder. (d) The Issuer hereby agrees that each Class A-R Noteholder, acting in good faith, (i) is entitled to rely upon any Notice of Borrowing furnished to such Class A-R Noteholder hereunder by the Collateral Manager purporting to act on the First Amendment Effective Date, behalf of the applicable Issuer, is genuine and authorized and (ii) shall not be liable to the Issuer with respect to any action taken or omitted to be taken by such Class A-R Noteholder in good faith in accordance with any such Notice of Borrowing. (e) Following the termination of any Bond Transaction in accordance with Clause 3(a)(i) of the A-R Note/Bond Master TRS Confirmation, so long as (i) the Commitment Termination Date has not occurred, (ii) the conditions to funding set forth out in Section 3 of 3.1 have been satisfied, (iii) the First Amendment and Capital Contribution Amount (Cdefined below) at is less than or equal to the Remaining Unfunded Facility Amount on such day (determined after giving effect to any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Creditincrease thereto resulting from such termination), and after (iv) the Administrative Agent’s receipt of such fundsonly Class A-R Noteholders are the Initial Holders, each Class A-R Noteholder shall, promptly following, but in any event no later than the day falling two Business Days following, the Administrative Agent shall relevant Termination Settlement Date (the “Capital Contribution Date”), make such funds available a capital contribution to the BorrowerIssuer of an amount equal to the relevant Final Price (together, the “Capital Contribution Amount”). Each capital contribution made by a Class A-R Noteholder in accordance with this Section 2.1(e) shall be: (i) deposited by the Issuer into the Principal Collection Subaccount for the benefit of the Secured Parties in accordance with Section 10.2(a) of the Indenture; and (ii) deemed to constitute a “Borrowing” and an “Advance” for the purposes of this Agreement and the Indenture and the “Borrowing Date” for such Borrowing shall be the relevant Capital Contribution Date.

Borrowings. (i) Each Revolving Credit Borrowing The Borrower shall be made on notice given by the Borrower to give the Administrative Agent not later than 1:00 p.m. and each Managing Agent notice of each request for a Borrowing (New York time) (i) one Business Dayincluding a Seasonal Borrowing), pursuant to a Borrowing Request, and in accordance with the provisions of Section 4.2 hereof. On the Borrowing Date specified in the Borrowing Request and subject to all other terms and conditions of this Restated Loan Agreement, each Issuer may, in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowingits sole discretion, make available to the Administrative its Managing Agent at the office of its address referred to Managing Agent set forth in Section 11.8 (Notices, Etc.)13.1, in immediately available funds, such Lender’s Ratable Portion its pro rata share of the Borrowing. On the Borrowing Date specified in the Borrowing Request and subject to all other terms and conditions of this Restated Loan Agreement, with respect to each requested Seasonal Borrowing, the Seasonal Issuer may, in its sole discretion, make available to its Managing Agent at the office of its Managing Agent set forth in Section 13.1, in immediately available funds, its pro rata share of the Borrowing. (ii) In the event that an Issuer shall elect not to fund an Advance (including a Seasonal Borrowing) requested by the Borrower, each Group Bank of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (AmendmentsIssuer agrees that it shall, Waivers, Etc.)) (A) on the Closing DateBorrowing Date specified in the Borrowing Request and subject to all other terms and conditions of this Restated Loan Agreement, make available to its Managing Agent at the office of its Managing Agent set forth in Section 13.1, in immediately available funds, an amount equal to the product of (x) such Bank's Bank Commitment Percentage or Seasonal Bank's Bank Commitment Percentage of the applicable conditions set forth Section 3.1 Group Bank Commitment Percentage, multiplied by (Conditions Precedent y) the portion of such Borrowing that such Issuer or Seasonal Issuer has elected not to Initial Loans fund. (iii) After each Managing Agent's receipt of funds pursuant to the preceding paragraph (i) or (ii) and Letters of Credit), (B) on the First Amendment Effective Date, upon fulfillment of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date)Article IV, of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative each Managing Agent shall will make such funds available to the BorrowerBorrower a like amount of immediately available funds. So long as the Borrower is otherwise entitled to make a specific Borrowing, Borrowing Requests that are received by each Managing Agent by 4:00 p.m. (eastern time) on a Business Day will be funded on the next Business Day following receipt of the Borrowing Request. (iv) Notwithstanding the foregoing, a Bank or Seasonal Bank shall not be obligated to make Advances under this Section 2.3 at any time to the extent that the principal amount of all Advances made by such Bank or Seasonal Bank would exceed such Bank's Bank Commitment or Seasonal Bank's Seasonal Bank Commitment less the outstanding and unpaid principal amount of any loans or purchases made by such Bank or Seasonal Bank under a Liquidity Agreement. Each Bank's or Seasonal Bank's obligation shall be several, such that the failure of any Bank or Seasonal Bank to make available to the Borrower any funds in connection with any Borrowing shall not relieve any other Group Bank of its obligation, if any, hereunder to make funds available on the date of such Borrowing, but no Group Bank shall be responsible for the failure of any other Group Bank to make funds available in connection with any Borrowing.

Borrowings. (ia) Each Revolving Credit Committed Borrowing shall be made upon the Borrower’s irrevocable notice to Agent, which may be given by telephone. Each such notice must be received by Agent not later than 11:00 a.m. on the requested date of such Borrowing. Each telephonic notice given by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of Committed Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) the requested date of the Committed Borrowing (which shall be a Business Day) and (ii) the principal amount of Committed Loans to be borrowed (b) Following receipt of a Committed Loan Notice, Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Committed Loans. Each Lender shall make the amount of its Committed Loan available to Agent in immediately available funds at Administrative Agent Agent’s Office not later than 1:00 p.m. (New York time) (i) one on the Business Day, Day specified in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing applicable Committed Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed BorrowingNotice. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, satisfaction of the applicable conditions set forth in Section 3 of 4.02 (and, if such Borrowing is the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Dateinitial Credit Extension, Section 4.01), Agent shall make all funds so received available to Borrower in like funds as received by Agent either by (i) crediting the account of Borrower on the applicable conditions set forth in Section 3.2 books of Bank of America with the amount of such funds or (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) Agent by Borrower; provided, however, that if, on the Administrative Agent date the Committed Loan Notice with respect to such Borrowing is given by Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing first, shall make be applied, to the payment in full of any such funds L/C Borrowings, and second, shall be made available to the BorrowerBorrower as provided above.

Borrowings. (a) The Revolving Loans shall, at the option of the Administrative Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a “Type” of Loan), provided that all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type. The Swingline Loans shall be made and maintained as Base Rate Loans at all times. (b) In order to make a Borrowing (other than (w) Borrowings of Swingline Loans, which shall be made pursuant to Section 2.2(d), (x) Borrowings for the purpose of repaying Refunded Swingline Loans, which shall be made pursuant to Section 2.2(e), (y) Borrowings for the purpose of paying unpaid Reimbursement Obligations, which shall be made pursuant to Section 3.5, and (z) Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.11), the Administrative Borrower will give the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, three (3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and the day of each Borrowing to be comprised of Base Rate Loans; provided, however, that requests for the Borrowing of any Revolving Loans to be made on the Closing Date may, at the discretion of the Administrative Agent, be given with less advance notice than as specified hereinabove. Each such notice (each, a “Notice of Borrowing”) shall be irrevocable, shall be given in the form of Exhibit B-1 and shall specify (1) the aggregate principal amount and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto, and (3) the requested Borrowing Date, which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each applicable Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein: (i) Each Revolving Credit the aggregate principal amount of each Borrowing comprised of Base Rate Loans shall not be made on notice given by the Borrower to the Administrative Agent not later less than 1:00 p.m. $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (New York time) (i) one Business Dayor, in the case of a Borrowing of Base Rate Loans and (ii) three Business DaysRevolving Loans, if less, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date amount of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, Commitments less the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed BorrowingAggregate Revolving Credit Exposure), and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit each Borrowing comprised of LIBOR Loans shall not be in an aggregate amount of not less than $1,000,000 or 3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof.; (ii) The Administrative Agent if the Borrowers shall give have failed to each Revolving Credit Lender prompt notice designate the Type of the Administrative Agent’s receipt of Loans comprising a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the Borrowers shall be deemed to have requested a Borrowing comprised of Base Rate Loans; and (iii) if the Borrowers shall have failed to select the duration of the Interest Period to be applicable interest rate determined pursuant to Section 2.14(aany Borrowing of LIBOR Loans, then the Borrowers shall be deemed to have selected an Interest Period with a duration of one month. (c) (Determination of Interest Rate). Each Lender shallNot later than 2:00 p.m., before 11:00 am. (New York Charlotte time) , on the date of the proposed Borrowingrequested Borrowing Date, each applicable Lender will make available to the Administrative Agent at its address referred to the Payment Office an amount, in Section 11.8 (Notices, Etc.), Dollars and in immediately available funds, equal to the amount of the Loan or Loans to be made by such Lender’s Ratable Portion . Subject to Section 2.3(b), to the extent such Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such proposed Borrowing. Upon fulfillment (or due waiver amounts available to the Borrowers in accordance with Section 11.1 2.3(a) and in like funds as received by the Administrative Agent. (Amendmentsd) In order to make a Borrowing of a Swingline Loan, Waiversthe Administrative Borrower will give the Administrative Agent (and the Swingline Lender, Etc.if the Swingline Lender is not also the Administrative Agent) written notice not later than 12:00 noon, Charlotte time, on the date of such Borrowing. Each such notice (each, a “Notice of Swingline Borrowing”) shall be given in the form of Exhibit B-2, shall be irrevocable and shall specify (i) the principal amount of the Swingline Loan to be made pursuant to such Borrowing (which shall not be less than $100,000 and, if greater, shall be in an integral multiple of $100,000 in excess thereof (or, if less, in the amount of the Unutilized Swingline Commitment)) and (Aii) the requested Borrowing Date, which shall be a Business Day. Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, the Swingline Lender will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to the amount of the requested Swingline Loan. To the extent the Swingline Lender has made such amount available to the Administrative Agent as provided hereinabove, the Administrative Agent will make such amount available to the Borrowers in accordance with Section 2.3(a) and in like funds as received by the Administrative Agent. (e) With respect to any outstanding Swingline Loans, the Swingline Lender may at any time (whether or not an Event of Default has occurred and is continuing) in its sole and absolute discretion, and is hereby authorized and empowered by the Borrowers to, cause a Borrowing of Revolving Loans to be made for the purpose of repaying such Swingline Loans by delivering to the Administrative Agent (if the Administrative Agent is not also the Swingline Lender) and each other Revolving Credit Lender (on behalf of, and with a copy to, the Borrowers), not later than 11:00 a.m., Charlotte time, one (1) Business Day prior to the proposed Borrowing Date therefor, a notice (which shall be deemed to be a Notice of Borrowing given by the Borrowers) requesting the Revolving Credit Lenders to make Revolving Loans (which shall be made initially as Base Rate Loans) on such Borrowing Date in an aggregate amount equal to the Closing amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date such notice is given that the Swingline Lender requests to be repaid. Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Revolving Credit Lender (other than the Swingline Lender) will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to the amount of the applicable conditions set forth Section 3.1 Revolving Loan to be made by such Lender. To the extent the Revolving Credit Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent, which shall apply such amounts in repayment of the Refunded Swingline Loans. Notwithstanding any provision of this Agreement to the contrary, on the relevant Borrowing Date, the Refunded Swingline Loans (Conditions Precedent including the Swingline Lender’s ratable share thereof, in its capacity as a Revolving Credit Lender) shall be deemed to Initial be repaid with the proceeds of the Revolving Loans and Letters of Creditmade as provided above (including a Revolving Loan deemed to have been made by the Swingline Lender), and such Refunded Swingline Loans deemed to be so repaid shall no longer be outstanding as Swingline Loans but shall be outstanding as Revolving Loans. If any portion of any such amount repaid (Bor deemed to be repaid) to the Swingline Lender shall be recovered by or on behalf of the Borrowers from the Swingline Lender in any bankruptcy, insolvency or similar proceeding or otherwise, the loss of the amount so recovered shall be shared ratably among all the Revolving Credit Lenders in the manner contemplated by Section 2.15(b). (f) If, as a result of any bankruptcy, insolvency or similar proceeding with respect to any Borrower, Revolving Loans are not made pursuant to Section 2.2(e) in an amount sufficient to repay any amounts owed to the Swingline Lender in respect of any outstanding Swingline Loans, or if the Swingline Lender is otherwise precluded for any reason from giving a notice on behalf of the Borrowers as provided for hereinabove, the Swingline Lender shall be deemed to have sold without recourse, representation or warranty (except for the absence of Liens thereon created, incurred or suffered to exist by, through or under the Swingline Lender), and each Revolving Credit Lender shall be deemed to have purchased and hereby agrees to purchase, a participation in such outstanding Swingline Loans in an amount equal to its ratable share (based on the First Amendment Effective Date, proportion that its Revolving Credit Commitment bears to the aggregate Revolving Credit Commitments at such time) of the unpaid amount thereof together with accrued interest thereon. Upon one (1) Business Day’s prior notice from the Swingline Lender, each Revolving Credit Lender (other than the Swingline Lender) will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its respective participation. To the extent the Revolving Credit Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent. In the event any such Revolving Credit Lender fails to make available to the Administrative Agent the amount of such Lender’s participation as provided in this Section 2.2(f), the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with interest thereon for each day from the date such amount is required to be made available for the account of the Swingline Lender until the date such amount is made available to the Swingline Lender at the Federal Funds Rate for the first three (3) Business Days and thereafter at the Adjusted Base Rate applicable to Revolving Loans. Promptly following its receipt of any payment by or on behalf of the Borrowers in respect of a Swingline Loan, the Swingline Lender will pay to each Revolving Credit Lender that has acquired a participation therein such Lender’s ratable share of such payment. (g) Notwithstanding any provision of this Agreement to the contrary, the obligation of each Revolving Credit Lender (other than the Swingline Lender) to make Revolving Loans for the purpose of repaying any Refunded Swingline Loans pursuant to Section 2.2(e) and each such Lender’s obligation to purchase a participation in any unpaid Swingline Loans pursuant to Section 2.2(f) shall be absolute and unconditional and shall not be affected by any circumstance or event whatsoever, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right that such Lender may have against the Swingline Lender, the Administrative Agent, the Borrowers or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default, (iii) the failure of the amount of such Borrowing of Revolving Loans to meet the minimum Borrowing amount specified in Section 2.2(b), or (iv) the failure of any conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent 4.2 or elsewhere herein to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrowerbe satisfied.