Common use of Notice and Manner of Borrowing Clause in Contracts

Notice and Manner of Borrowing. (a) Whenever the Borrowing Company desires to borrow money hereunder, it shall give the RTO prior written or facsimile request (or verbal request promptly confirmed in writing or by facsimile) of such borrowing or reborrowing (a "Request for Borrowing"). Such Request for Borrowing shall be given by an Authorized Person, to the RTO prior to 10:00 a.m. (Wilmington, Delaware time). Any Request for Borrowing received after 10:00 a.m. shall be deemed received on the next Business Day. (b) The RTO, upon its receipt of a Request for Borrowing, shall determine if the requested funds are available and the interest rates in accordance with Section 2.3(a) of this Agreement (and related Interest Periods, if any) at which the Borrowing Company can borrow money in a principal amount equal to, and on the date of, the proposed borrowing or reborrowing described in each such Request for Borrowing, and shall notify the Lending Company of such interest rates and the related Interest Periods, if any, and the principal amount of the proposed borrowing or reborrowing (a "Notice of Borrowing") by telephone (confirmed in writing) or by facsimile no later than 12:00 p.m. (Wilmington, Delaware time) on the Business Day of the requested borrowing or reborrowing. The RTO shall promptly convey to the Borrowing Company the information contained in the Notice of Borrowing by telephone (confirmed in writing) or by facsimile. (c) On the date of each borrowing, the Lending Company will make available the amount of such borrowing or reborrowing in immediately available funds to the Borrowing Company by depositing such amount in the account of the Borrowing Company by wire transfer via electronic funds transfer (EFT). (d) The RTO shall maintain on its books a control account for each Company in which shall be recorded (i) the amount of each Loan made hereunder to each such Company, (ii) the interest rate applicable with respect to each Loan, (iii) the amount of any principal, interest or fees due or to become due from each Borrowing Company with respect to the Loans, and (iv) the amount of any sum received by each Lending Company hereunder in respect of any such principal, interest or fees due on such Loans. The entries made in the RTO's control accounts shall be prima facie evidence, in the absence of manifest error, of the existence and amounts of Obligations therein recorded and any payments thereon. (e) The RTO shall account to each Company on a quarterly basis with a statement of borrowings, interest rates, charges and payments made pursuant to this Agreement with respect to the Loans and Revolving Loan Commitment. An Authorized Person of the Companies shall review each quarterly accounting for accuracy within thirty days of receipt thereof from the RTO. Each such account rendered by the RTO shall be deemed final, binding and conclusive unless the RTO is notified by the Lending Company or the Borrowing Company within thirty days after the date the account is so rendered that either the Lending Company or the Borrowing Company disputes any item thereof. (f) The RTO shall be justified in assuming, for purposes of carrying out its duties and obligations under this Agreement, including, without limitation, its obligation to maintain accounts and provide accountings of the Loans pursuant to Section 2.2(d) and (e) above, that (1) Loans are disbursed by the Lending Company to the Borrowing Company in accordance with the terms of the Notice of Borrowing, (2) payments on the Loans are made to the Lending Company when due, and (3) no prepayments of any Loans prior to the date that they are due and payable under Section 2.4(a) have occurred, unless the RTO is otherwise notified by either Company within seven Business Days of any such delayed disbursement, overdue payment, or receipt of a prepayment.

Notice and Manner of Borrowing. (a) Whenever the Borrowing Company desires to borrow money hereunder, it The Borrower shall give the RTO prior written or facsimile request Agent notice (or verbal request and the Agent shall promptly confirmed notify the Banks in writing or by facsimilewriting) of each borrowing hereunder: (i) in the case of a Loan that accrues interest based on a Daily Reset Libor Rate, by noon Central Time of the Business Day such borrowing Loan is to be disbursed to the Borrower, and (ii) in the case of a Loan that accrues interest at a rate other than a Daily Reset Libor Rate, at least three (3) Business Days before the Business Day such Loan is to be disbursed to the Borrower, and the Borrower shall specify and provide: (i) the proposed funding date of such Loan, (ii) the amount of such Loan and whether the Loan requested is a Revolving Credit Loan or reborrowing a Swingline Loan, (iii) if such Loan is to bear interest based on the Libor Rate, the Interest Period requested by the Borrower for such Loan, (iv) the then current total fair market value of the financial assets in the Securities Account and any and all other assets of the Borrower, (v) a "Request for Borrowing")Borrowing Base Certificate, substantially in the form of Exhibit D hereto, executed by an authorized officer of the Borrower providing the current Borrowing Base and stating that the Borrower is in compliance with all applicable leverage regulations of the 1940 Act; and (vi) only in the case of a Revolving Credit Loan, whether such Loan shall accrue interest at a Daily Reset Libor Rate. Such Request for Borrowing All notices given under this Section by the Borrower shall be irrevocable and shall be given by an Authorized Person, to the RTO prior to 10:00 not later than 11:00 a.m. (Wilmington, Delaware time). Any Request for Borrowing received after 10:00 a.m. shall be deemed received Central Time on the next day which is not less than the number of Business DayDays specified above for such notice. For purposes of this Section, the Borrower and the Banks agree that the Agent may rely and act upon any request for a Loan from any individual who the Agent, absent gross negligence or willful misconduct, believes to be a representative of the Borrower. (b) The RTONot later than 1:00 p.m., upon its receipt of a Request for BorrowingCentral Time, shall determine if the requested funds are available and the interest rates in accordance with Section 2.3(a) of this Agreement (and related Interest Periods, if any) at which the Borrowing Company can borrow money in a principal amount equal to, and on the date ofspecified for each borrowing hereunder, each Bank shall make available to the proposed borrowing or reborrowing described in each such Request for Borrowing, and shall notify Agent the Lending Company of such interest rates and the related Interest Periods, if any, and the principal amount of the proposed borrowing or reborrowing (a "Notice of Borrowing") Revolving Credit Loan to be made by telephone (confirmed in writing) or it on such date, at such account maintained by facsimile no later than 12:00 p.m. (Wilmingtonthe Agent as the Agent shall specify, Delaware time) on the Business Day of the requested borrowing or reborrowing. The RTO shall promptly convey to the Borrowing Company the information contained in the Notice of Borrowing by telephone (confirmed in writing) or by facsimile. (c) On the date of each borrowing, the Lending Company will make available the amount of such borrowing or reborrowing in immediately available funds to the Borrowing Company by depositing such amount in funds, for the account of the Borrowing Company Borrower. The amount so received by wire transfer via electronic funds transfer (EFT). (d) The RTO shall maintain on its books a control account for each Company in which shall be recorded (i) the amount of each Loan made hereunder to each such CompanyAgent shall, (ii) the interest rate applicable with respect to each Loan, (iii) the amount of any principal, interest or fees due or to become due from each Borrowing Company with respect subject to the Loans, terms and (iv) the amount conditions of any sum received by each Lending Company hereunder in respect of any such principal, interest or fees due on such Loans. The entries made in the RTO's control accounts shall be prima facie evidence, in the absence of manifest error, of the existence and amounts of Obligations therein recorded and any payments thereon. (e) The RTO shall account to each Company on a quarterly basis with a statement of borrowings, interest rates, charges and payments made pursuant to this Agreement with respect to the Loans and Revolving Loan Commitment. An Authorized Person of the Companies shall review each quarterly accounting for accuracy within thirty days of receipt thereof from the RTO. Each such account rendered by the RTO shall be deemed final, binding and conclusive unless the RTO is notified by the Lending Company or the Borrowing Company within thirty days after the date the account is so rendered that either the Lending Company or the Borrowing Company disputes any item thereof. (f) The RTO shall be justified in assuming, for purposes of carrying out its duties and obligations under this Agreement, includingpromptly be made available to the Borrower by depositing the same, without limitationin immediately available funds, its obligation to maintain in one or more accounts and provide accountings of the Loans pursuant to Section 2.2(d) and (e) above, that (1) Loans are disbursed by the Lending Company to the Borrowing Company in accordance Borrower maintained with the terms of the Notice of Borrowing, (2) payments on the Loans are made to the Lending Company when due, and (3) no prepayments of any Loans prior to the date that they are due and payable under Section 2.4(a) have occurred, unless the RTO is otherwise notified by either Company within seven Business Days of any such delayed disbursement, overdue payment, or receipt of a prepaymentAgent.

Notice and Manner of Borrowing. (a) Whenever the Borrowing Company desires to borrow money hereunder, it The Borrower shall give the RTO prior Bank written or facsimile request oral notice (or verbal request promptly confirmed in writing or by facsimileeffective upon receipt) of any Revolving Credit Loans under this Agreement on the Business Day for each such borrowing Loan, specifying: (1) the date of such Loan; (2) the amount of such Loan; (3) the type of Loan; and (4) in the case of a LIBOR or reborrowing (a "Request for Borrowing")Fixed Rate Loan, the duration of the Interest Period applicable thereto. Such Request for Borrowing shall be given by Provided that an Authorized Personappropriate notice is received prior to 12:00 noon on the requisite Business Day and upon fulfillment of the applicable conditions set forth in Article III, the Bank will make such Revolving Credit Loan available to the RTO prior Borrower in immediately available funds by crediting the amount thereof to 10:00 a.m. the Borrower's account with the Bank not later than 4:00 p.m. (WilmingtonColumbus, Delaware Ohio time). Any Request for Borrowing received after 10:00 a.m. shall be deemed received on the next Business Day. (b) The RTO, upon its receipt of a Request for Borrowing, shall determine if the requested funds are available and the interest rates in accordance with Section 2.3(a) of this Agreement (and related Interest Periods, if any) at which the Borrowing Company can borrow money in a principal amount equal to, and on the date ofof such Revolving Credit Loan. The Borrower shall give the Bank written or oral notice (effective upon receipt) as to the Term Loan under this Agreement, on the Commitment Termination Date specifying: (1) the amount of such Loan; (2) the portion of such Term Loan that will be a Prime, LIBOR, or Fixed Rate Loan; and (3) in the case that all or a portion of such Term Loan is a LIBOR or Fixed Rate Loan, the proposed borrowing or reborrowing described duration of the Interest Period applicable thereto. Not later than 12:00 noon (Columbus, Ohio time) on the date of the Term Loan and upon fulfillment of the applicable conditions set forth in each Article III, the Bank will make such Request for Borrowing, and shall notify Term loan available to the Lending Company of such interest rates Borrower and the related Interest Periodsproceeds of the Term Loan shall be applied to the extent required to the payment in full of the then outstanding Revolving Credit Loans and the excess, if any, and the principal amount of the proposed borrowing or reborrowing (a "Notice of Borrowing") by telephone (confirmed in writing) or by facsimile no later than 12:00 p.m. (Wilmington, Delaware time) on the Business Day of the requested borrowing or reborrowing. The RTO shall promptly convey will be made available to the Borrowing Company the information contained in the Notice of Borrowing by telephone (confirmed in writing) or by facsimile. (c) On the date of each borrowing, the Lending Company will make available the amount of such borrowing or reborrowing Borrower in immediately available funds by crediting the amount thereof to the Borrowing Company by depositing such amount in Borrower's account with the account of the Borrowing Company by wire transfer via electronic funds transfer (EFT). (d) The RTO shall maintain on its books a control account for each Company in which Bank. All notices given under this Section 2.04 shall be recorded (i) the amount of each Loan made hereunder to each such Company, (ii) the interest rate applicable with respect to each Loan, (iii) the amount of any principal, interest or fees due or to become due from each Borrowing Company with respect to the Loans, and (iv) the amount of any sum received by each Lending Company hereunder in respect of any such principal, interest or fees due on such Loans. The entries made in the RTO's control accounts shall be prima facie evidence, in the absence of manifest error, of the existence and amounts of Obligations therein recorded and any payments thereonirrevocable once given. (e) The RTO shall account to each Company on a quarterly basis with a statement of borrowings, interest rates, charges and payments made pursuant to this Agreement with respect to the Loans and Revolving Loan Commitment. An Authorized Person of the Companies shall review each quarterly accounting for accuracy within thirty days of receipt thereof from the RTO. Each such account rendered by the RTO shall be deemed final, binding and conclusive unless the RTO is notified by the Lending Company or the Borrowing Company within thirty days after the date the account is so rendered that either the Lending Company or the Borrowing Company disputes any item thereof. (f) The RTO shall be justified in assuming, for purposes of carrying out its duties and obligations under this Agreement, including, without limitation, its obligation to maintain accounts and provide accountings of the Loans pursuant to Section 2.2(d) and (e) above, that (1) Loans are disbursed by the Lending Company to the Borrowing Company in accordance with the terms of the Notice of Borrowing, (2) payments on the Loans are made to the Lending Company when due, and (3) no prepayments of any Loans prior to the date that they are due and payable under Section 2.4(a) have occurred, unless the RTO is otherwise notified by either Company within seven Business Days of any such delayed disbursement, overdue payment, or receipt of a prepayment.

Notice and Manner of Borrowing. The BORROWER shall request each LOAN by notice and application (awhich may or may not be accepted by the BANK) Whenever to the Borrowing Company desires BANK's Agency Services Department, via fax to borrow money hereunder, it shall give the RTO prior written (000) 000-0000 or facsimile request via email to XxxxxxXxxxxxxx@xxxxxxxxx.xxx (or verbal request promptly confirmed in writing or by facsimile) of such borrowing or reborrowing (a "Request for Borrowing"other contact as the BANK may inform the BORROWER from time to time). Such Request for Borrowing , which shall be given received by an Authorized Personthe BANK not later than 1:00 p.m. New York time on the DRAWDOWN DATE of any COST OF FUNDS LOAN, or not later than 1:00 p.m. New York time on the day that is three (3) LONDON BUSINESS DAYS prior to the RTO prior to 10:00 a.m. (Wilmington, Delaware time)DRAWDOWN DATE of any LIBOR LOAN. Any Request for Borrowing received after 10:00 a.m. Each notice shall be deemed received irrevocable and binding on the next Business Day. BORROWER and shall specify (bi) The RTO, upon its receipt of a Request for Borrowing, shall determine if the requested funds are available and the interest rates in accordance with Section 2.3(a) of this Agreement (and related Interest Periods, if any) at which the Borrowing Company can borrow money in a principal amount equal to, and on the date of, the proposed borrowing or reborrowing described in each such Request for Borrowing, and shall notify DRAWDOWN DATE; (ii) the Lending Company of such interest rates and the related Interest Periods, if any, and the principal amount of the proposed borrowing requested LOAN; (iii) whether the LOAN will be a COST OF FUNDS LOAN or reborrowing a LIBOR LOAN; (iv) the LOAN MATURITY DATE (subject to the applicable limitations established in the definition of such term); (v) if the LOAN will be a "Notice LIBOR LOAN, the duration of Borrowing"the INTEREST PERIOD (subject to the limitations established in the definition of such term) applicable thereto; and (vi) the payment instructions with respect to which the LOAN shall be made to the BORROWER. The BANK will send written confirmation of the LOAN to the BORROWER at the email address listed in SECTION 8.06 hereof. The BORROWER will acknowledge the information shown in the confirmation by telephone (confirmed in writing) promptly returning it to the BANK via fax or by facsimile no email as specified above. Not later than 12:00 p.m. (Wilmington4:00 p.m., Delaware New York time) , on the Business Day DRAWDOWN DATE of the requested borrowing or reborrowing. The RTO shall promptly convey LOAN and upon fulfillment of the applicable conditions set forth in ARTICLE III hereof, the BANK will, subject to its sole and absolute discretion and subject to the Borrowing Company provisions of SECTION 2.01 hereof, make the information contained in LOAN available to the Notice of Borrowing by telephone (confirmed in writing) or by facsimile. (c) On the date of each borrowing, the Lending Company will make available the amount of such borrowing or reborrowing BORROWER in immediately available funds to the Borrowing Company by depositing such amount in the account of the Borrowing Company by wire transfer via electronic funds transfer (EFT). (d) The RTO shall maintain on its books a control account for each Company in which shall be recorded (i) crediting the amount of each Loan made hereunder to each such Company, (ii) the interest rate applicable with respect to each Loan, (iii) the amount of any principal, interest or fees due or to become due from each Borrowing Company with respect to the Loans, and (iv) the amount of any sum received by each Lending Company hereunder in respect of any such principal, interest or fees due on such Loans. The entries made in the RTO's control accounts shall be prima facie evidence, in the absence of manifest error, of the existence and amounts of Obligations therein recorded and any payments thereon. (e) The RTO shall account to each Company on a quarterly basis with a statement of borrowings, interest rates, charges and payments made pursuant to this Agreement with respect to the Loans and Revolving Loan Commitment. An Authorized Person of the Companies shall review each quarterly accounting for accuracy within thirty days of receipt thereof from the RTO. Each such account rendered by the RTO shall be deemed final, binding and conclusive unless the RTO is notified by the Lending Company or the Borrowing Company within thirty days after the date the account is so rendered that either the Lending Company or the Borrowing Company disputes any item thereof. (f) The RTO shall be justified in assuming, for purposes of carrying out its duties and obligations under this Agreement, including, without limitation, its obligation to maintain accounts and provide accountings of the Loans pursuant to Section 2.2(d) and (e) above, that (1) Loans are disbursed by the Lending Company to the Borrowing Company in accordance with the terms BORROWER's written instructions as provided in the applicable notice to the BANK described above. All notices given under this SECTION 2.03 shall be irrevocable. The failure to give any confirmation referred to herein shall not release or diminish any of the Notice of Borrowing, (2) payments on the Loans are made to the Lending Company when due, and (3) no prepayments of any Loans prior to the date that they are due and payable under Section 2.4(a) have occurred, unless the RTO is otherwise notified by either Company within seven Business Days of any such delayed disbursement, overdue payment, or receipt of a prepaymentBORROWER's obligations hereunder.

Notice and Manner of Borrowing. (a) Whenever the Borrowing Company desires to borrow money hereunder, it shall give the RTO prior CTO a written or facsimile request (or verbal request promptly confirmed in writing or by facsimile) of such borrowing or reborrowing (a "“Request for Borrowing"”). Such Request for Borrowing shall be given by an Authorized Person, Person to the RTO CTO prior to 10:00 a.m. (WilmingtonNew York, Delaware New York time). Any Request for Borrowing received after 10:00 a.m. shall be deemed received on the next Business Day. (b) The RTOCTO, upon its receipt of a Request for Borrowing, shall determine if the requested funds are available and the interest rates in accordance with Section 2.3(a) of this Agreement (and related Interest Periods, if any) at which the Borrowing Company can borrow money in a principal amount equal to, and on the date of, the proposed borrowing or reborrowing described in each such Request for Borrowing, and shall notify the Lending Company of such interest rates and the related Interest Periods, if any, and the principal amount of the proposed borrowing or reborrowing (a "“Notice of Borrowing"”) by telephone (confirmed in writing) or by facsimile no later than 12:00 12 p.m. (WilmingtonNew York, Delaware New York time) on the Business Day of the requested borrowing or reborrowing. The RTO CTO shall promptly convey to the Borrowing Company the information contained in the Notice of Borrowing by telephone (confirmed in writing) or by facsimile. (c) On the date of each borrowing, the Lending Company will make available the amount of such borrowing or reborrowing in immediately available funds to the Borrowing Company by depositing such amount in the account of the Borrowing Company by wire transfer via electronic funds transfer (EFT). (d) The RTO CTO shall maintain on its books a control account for each Company in which shall be recorded (i) the amount and payment terms of each Loan made hereunder to each such Company, (ii) the interest rate applicable with respect to each Loan, (iii) the amount of any principal, interest or fees due or to become due from each Borrowing Company with respect to the Loans, (iv) the payment dates for any principal, interest or fees due or to become due from each Borrowing Company with respect to each Loan made hereunder, and (ivv) the amount of any sum received by each Lending Company hereunder in respect of any such principal, interest or fees due on such Loans. The entries made in the RTOCTO's control accounts shall be prima facie evidence, in the absence of manifest error, of the existence and amounts of Obligations therein recorded and any payments thereon. Accordingly, the Companies acknowledge and agree that the payment terms and due dates set out in the CTO’s control accounts with respect to each Loan made hereunder shall be deemed incorporated herein by this reference and shall govern as the payment terms and due dates for each such Loan made hereunder. (e) The RTO CTO shall account to each Company on a quarterly basis with a statement of borrowings, interest rates, charges and payments made pursuant to this Agreement with respect to the Loans and Revolving Loan Commitment. An Authorized Person of the Companies shall review each quarterly accounting for accuracy within thirty days of receipt thereof from the RTOCTO. Each such account rendered by the RTO CTO shall be deemed final, binding and conclusive unless the RTO CTO is notified by the Lending Company or the Borrowing Company within thirty days after the date the account is so rendered that either the Lending Company or the Borrowing Company disputes any item thereof. Disputes for which the CTO receives notice in accordance with this Section 2.2(e) will be settled in accordance with Section 7.5 only if an amicable understanding cannot be reached by the parties within sixty (60) days of receipt of the notice of dispute. (f) The RTO CTO shall be justified in assuming, for purposes of carrying out its duties and obligations under this Agreement, including, without limitation, its obligation to maintain accounts and provide accountings of the Loans pursuant to Section 2.2(d) and (e) above, that (1) Loans are disbursed by the Lending Company to the Borrowing Company in accordance with the terms of the Notice of Borrowing, (2) payments on the Loans are made to the Lending Company when due, and (3) no prepayments of any Loans prior to the date that they are due and payable under Section 2.4(a) have occurred, unless the RTO CTO is otherwise notified by either Company within seven Business Days of any such delayed disbursement, overdue payment, or receipt of a prepayment.

Notice and Manner of Borrowing. The BORROWER shall request each LOAN by notice and application (awhich may or may not be accepted by the BANK) Whenever to the Borrowing Company desires to borrow money hereunderBANK’s Loan Operations Department, it shall give the RTO prior written Xxxxx Xxxxxxx, by phone at (000) 000-0000 or facsimile request via email at XXxxxxxx@xx.xxxx.xx (or verbal request promptly confirmed in writing or by facsimile) of such borrowing or reborrowing (a "Request for Borrowing"other contact as the BANK may inform the BORROWER from time to time). Such Request for Borrowing , which shall be given received by an Authorized Person, to the RTO prior to 10:00 a.m. (Wilmington, Delaware time). Any Request for Borrowing received after 10:00 a.m. shall be deemed received on the next Business Day. (b) The RTO, upon its receipt of a Request for Borrowing, shall determine if the requested funds are available and the interest rates in accordance with Section 2.3(a) of this Agreement (and related Interest Periods, if any) at which the Borrowing Company can borrow money in a principal amount equal to, and on the date of, the proposed borrowing or reborrowing described in each such Request for Borrowing, and shall notify the Lending Company of such interest rates and the related Interest Periods, if any, and the principal amount of the proposed borrowing or reborrowing (a "Notice of Borrowing") by telephone (confirmed in writing) or by facsimile no BANK not later than 12:00 1:00 p.m. (Wilmington, Delaware New York time) on the Business Day DRAWDOWN DATE of any COST OF FUNDS LOAN, or not later than 1:00 p.m. (New York time) on the day that is three (3) LONDON BUSINESS DAYS prior to the DRAWDOWN DATE of any LIBOR LOAN. Each notice shall be irrevocable and binding on the BORROWER and shall specify (i) the proposed DRAWDOWN DATE; (ii) the amount of the requested borrowing LOAN; (iii) whether the LOAN will be a COST OF FUNDS LOAN or reborrowinga LIBOR LOAN; (iv) the LOAN MATURITY DATE (subject to the applicable limitations established in the definition of such term); (v) if the LOAN will be a LIBOR LOAN, the duration of the INTEREST PERIOD (subject to the limitations established in the definition of such term) applicable thereto; and (vi) the payment instructions with respect to which the LOAN shall be made to the BORROWER. The RTO shall promptly convey BANK will send written confirmation of the LOAN to the Borrowing Company BORROWER at the email address listed in SECTION 8.06 hereof. The BORROWER will acknowledge the information contained shown in the Notice confirmation by promptly returning it to the BANK via fax or email as specified above. Not later than 4:00 p.m. (New York time) on the DRAWDOWN DATE of Borrowing by telephone (confirmed the LOAN and upon fulfillment of the applicable conditions set forth in writing) or by facsimile. (c) On the date of each borrowingARTICLE III hereof, the Lending Company will BANK will, subject to its sole and absolute discretion and subject to the provisions of SECTION 2.01 hereof, make the LOAN available to the amount of such borrowing or reborrowing BORROWER in immediately available funds to the Borrowing Company by depositing such amount in the account of the Borrowing Company by wire transfer via electronic funds transfer (EFT). (d) The RTO shall maintain on its books a control account for each Company in which shall be recorded (i) crediting the amount of each Loan made hereunder to each such Company, (ii) the interest rate applicable with respect to each Loan, (iii) the amount of any principal, interest or fees due or to become due from each Borrowing Company with respect to the Loans, and (iv) the amount of any sum received by each Lending Company hereunder in respect of any such principal, interest or fees due on such Loans. The entries made in the RTO's control accounts shall be prima facie evidence, in the absence of manifest error, of the existence and amounts of Obligations therein recorded and any payments thereon. (e) The RTO shall account to each Company on a quarterly basis with a statement of borrowings, interest rates, charges and payments made pursuant to this Agreement with respect to the Loans and Revolving Loan Commitment. An Authorized Person of the Companies shall review each quarterly accounting for accuracy within thirty days of receipt thereof from the RTO. Each such account rendered by the RTO shall be deemed final, binding and conclusive unless the RTO is notified by the Lending Company or the Borrowing Company within thirty days after the date the account is so rendered that either the Lending Company or the Borrowing Company disputes any item thereof. (f) The RTO shall be justified in assuming, for purposes of carrying out its duties and obligations under this Agreement, including, without limitation, its obligation to maintain accounts and provide accountings of the Loans pursuant to Section 2.2(d) and (e) above, that (1) Loans are disbursed by the Lending Company to the Borrowing Company in accordance with the terms BORROWER's written instructions as provided in the applicable notice to the BANK described above. All notices given under this SECTION 2.03 shall be irrevocable. The failure to give any confirmation referred to herein shall not release or diminish any of the Notice of Borrowing, (2) payments on the Loans are made to the Lending Company when due, and (3) no prepayments of any Loans prior to the date that they are due and payable under Section 2.4(a) have occurred, unless the RTO is otherwise notified by either Company within seven Business Days of any such delayed disbursement, overdue payment, or receipt of a prepaymentBORROWER's obligations hereunder.

Notice and Manner of Borrowing. (a) Whenever the Borrowing Company desires to borrow money hereunder, it The Borrower shall give the RTO prior written or facsimile request Agent notice (or verbal request and the Agent shall promptly confirmed notify the Banks in writing or by facsimilewriting) of each borrowing hereunder: (i) in the case of a Loan that accrues interest based on a Daily Reset Libor Rate, by noon Central Time of the Business Day such borrowing Loan is to be disbursed to the Borrower, and (ii) in the case of a Loan that accrues interest at a rate other than a Daily Reset Libor Rate, at least three (3) Business Days before the Business Day such Loan is to be disbursed to the Borrower, and the Borrower shall specify and provide: (i) the proposed funding date of such Loan, (ii) the amount of such Loan and whether the Loan requested is a Revolving Credit Loan or reborrowing a Swingline Loan, (iii) if such Loan is to bear interest based on the Libor Rate, the Interest Period requested by the Borrower for such Loan, (iv) the then current total fair market value of the financial assets in the Securities Account and any and all other assets of the Borrower, (v) a "Request for Borrowing")Borrowing Base Certificate, substantially in the form of Exhibit D hereto, executed by an authorized officer of the Borrower providing the current Borrowing Base and stating that the Borrower is in compliance with all applicable leverage regulations of the 1940 Act; and (vi) only in the case of a Revolving Credit Loan, whether such Loan shall accrue interest at a Daily Reset Libor Rate. Such Request for Borrowing All notices given under this Section by the Borrower shall be irrevocable and shall be given by an Authorized Person, to the RTO prior to 10:00 not later than 11:00 a.m. (Wilmington, Delaware time). Any Request for Borrowing received after 10:00 a.m. shall be deemed received Central Time on the next day which is not less than the number of Business DayDays specified above for such notice. For purposes of this Section, the Borrower and the Banks agree that the Agent may rely and act upon any request for a Loan from any individual who the Agent, absent gross negligence or willful misconduct, believes to be a representative of the Borrower. (b) The RTONot later than 2:00 p.m., upon its receipt of a Request for BorrowingCentral Time, shall determine if the requested funds are available and the interest rates in accordance with Section 2.3(a) of this Agreement (and related Interest Periods, if any) at which the Borrowing Company can borrow money in a principal amount equal to, and on the date ofspecified for each borrowing hereunder, each Bank shall make available to the proposed borrowing or reborrowing described in each such Request for Borrowing, and shall notify Agent the Lending Company of such interest rates and the related Interest Periods, if any, and the principal amount of the proposed borrowing or reborrowing (a "Notice of Borrowing") Revolving Credit Loan to be made by telephone (confirmed in writing) or it on such date, at such account maintained by facsimile no later than 12:00 p.m. (Wilmingtonthe Agent as the Agent shall specify, Delaware time) on the Business Day of the requested borrowing or reborrowing. The RTO shall promptly convey to the Borrowing Company the information contained in the Notice of Borrowing by telephone (confirmed in writing) or by facsimile. (c) On the date of each borrowing, the Lending Company will make available the amount of such borrowing or reborrowing in immediately available funds to the Borrowing Company by depositing such amount in funds, for the account of the Borrowing Company Borrower. The amount so received by wire transfer via electronic funds transfer (EFT). (d) The RTO shall maintain on its books a control account for each Company in which shall be recorded (i) the amount of each Loan made hereunder to each such CompanyAgent shall, (ii) the interest rate applicable with respect to each Loan, (iii) the amount of any principal, interest or fees due or to become due from each Borrowing Company with respect subject to the Loans, terms and (iv) the amount conditions of any sum received by each Lending Company hereunder in respect of any such principal, interest or fees due on such Loans. The entries made in the RTO's control accounts shall be prima facie evidence, in the absence of manifest error, of the existence and amounts of Obligations therein recorded and any payments thereon. (e) The RTO shall account to each Company on a quarterly basis with a statement of borrowings, interest rates, charges and payments made pursuant to this Agreement with respect to the Loans and Revolving Loan Commitment. An Authorized Person of the Companies shall review each quarterly accounting for accuracy within thirty days of receipt thereof from the RTO. Each such account rendered by the RTO shall be deemed final, binding and conclusive unless the RTO is notified by the Lending Company or the Borrowing Company within thirty days after the date the account is so rendered that either the Lending Company or the Borrowing Company disputes any item thereof. (f) The RTO shall be justified in assuming, for purposes of carrying out its duties and obligations under this Agreement, includingpromptly be made available to the Borrower by depositing the same, without limitationin immediately available funds, its obligation to maintain in one or more accounts and provide accountings of the Loans pursuant to Section 2.2(d) and (e) above, that (1) Loans are disbursed by the Lending Company to the Borrowing Company in accordance Borrower maintained with the terms of the Notice of Borrowing, (2) payments on the Loans are made to the Lending Company when due, and (3) no prepayments of any Loans prior to the date that they are due and payable under Section 2.4(a) have occurred, unless the RTO is otherwise notified by either Company within seven Business Days of any such delayed disbursement, overdue payment, or receipt of a prepaymentAgent.

Notice and Manner of Borrowing. or Conversion of Loans. ----------------------------------------------------- (a) Whenever the Borrowing Company Borrower desires to borrow money hereunderobtain or continue a Loan hereunder or convert an outstanding Loan into a Loan of another Type, it the Borrower shall give the RTO prior SSB a written Notice of Borrowing or facsimile request Conversion (or verbal request a telephonic notice promptly confirmed in writing by a written Notice of Borrowing or by facsimile) of such borrowing or reborrowing (a "Request for Borrowing"Conversion). Such Request for Borrowing , which Notice shall be given by an Authorized Person, to the RTO prior to 10:00 irrevocable and which must be received no later than 11:00 a.m. (Wilmington, Delaware time). Any Request for Borrowing received after 10:00 a.m. shall be deemed received on the next Business Day. (b) The RTO, upon its receipt of a Request for Borrowing, shall determine if the requested funds are available and the interest rates in accordance with Section 2.3(a) of this Agreement (and related Interest Periods, if any) at which the Borrowing Company can borrow money in a principal amount equal to, and Boston time on the date of, (i) one Business Day before the proposed borrowing day on which the requested Loan is to be made as or reborrowing described in each such Request for Borrowingconverted to a Prime Rate Loan, and shall notify (ii) three Business Days before the Lending Company of such interest rates and the related Interest Periods, if any, and the principal amount of the proposed borrowing or reborrowing (a "Notice of Borrowing") by telephone (confirmed in writing) or by facsimile no later than 12:00 p.m. (Wilmington, Delaware time) day on the Business Day of which the requested borrowing Loan is to be made or reborrowing. The RTO continued as or converted to a LIBOR Loan; provided, however, that -------- ------- no such prior notice shall promptly convey be required for Prime Rate Loans that are overdraft advances made pursuant to the Borrowing Company the information contained in the Lender's Liquidity Management Control System. Such Notice of Borrowing by telephone (confirmed in writing) or by facsimile. (c) On the date of each borrowing, the Lending Company will make available the amount of such borrowing or reborrowing in immediately available funds to the Borrowing Company by depositing such amount in the account of the Borrowing Company by wire transfer via electronic funds transfer (EFT). (d) The RTO Conversion shall maintain on its books a control account for each Company in which shall be recorded specify (i) the effective date and amount of each Loan made hereunder or portion thereof requested to each such Companybe made, continued or converted, subject to the limitations set forth in Section 2.1, (ii) the interest rate option requested to be applicable with respect to each Loanthereto, and (iii) the amount duration of the applicable Interest Period, if any (subject to the provisions of the definition of the term "Interest Period"). If such Notice fails to specify the interest rate option to be applicable to the requested Loan, then the Borrower shall be deemed to have requested a Prime Rate Loan. If the written confirmation of any principaltelephonic notification differs in any material respect from the action taken by SSB, interest the records of SSB shall control absent manifest error. (b) Subject to the provisions of the definition of the term "Interest Period" herein, the duration of each Interest Period for a LIBOR Loan shall be as specified in the applicable Notice of Borrowing or fees due Conversion. If no Interest Period is specified in a Notice of Borrowing or to become due from each Borrowing Company Conversion with respect to a requested LIBOR Loan, then the Loans, and (iv) the amount of any sum received by each Lending Company hereunder in respect of any such principal, interest or fees due on such Loans. The entries made in the RTO's control accounts Borrower shall be prima facie evidencedeemed to have selected an Interest Period of one month's duration. If SSB receives a Notice of Borrowing or Conversion after the time specified in subsection (a) above, in the absence such Notice shall not be effective. If SSB does not receive an effective Notice of manifest error, of the existence and amounts of Obligations therein recorded and any payments thereon. (e) The RTO shall account to each Company on a quarterly basis with a statement of borrowings, interest rates, charges and payments made pursuant to this Agreement Borrowing or Conversion with respect to an outstanding LIBOR Loan, or if, when such Notice must be given prior to the Loans and Revolving Loan Commitment. An Authorized Person end of the Companies Interest Period applicable to such outstanding Loan, the Borrower shall review each quarterly accounting for accuracy within thirty days have failed to satisfy any of receipt thereof from the RTO. Each such account rendered by conditions hereof, the RTO Borrower shall be deemed final, binding and conclusive unless to have elected to convert such outstanding Loan in whole into a Prime Rate Loan on the RTO is notified by the Lending Company or the Borrowing Company within thirty days after the date the account is so rendered that either the Lending Company or the Borrowing Company disputes any item thereof. (f) The RTO shall be justified in assuming, for purposes of carrying out its duties and obligations under this Agreement, including, without limitation, its obligation to maintain accounts and provide accountings last day of the Loans pursuant to Section 2.2(d) and (e) above, that (1) Loans are disbursed by the Lending Company to the Borrowing Company in accordance then current Interest Period with the terms of the Notice of Borrowing, (2) payments on the Loans are made to the Lending Company when due, and (3) no prepayments of any Loans prior to the date that they are due and payable under Section 2.4(a) have occurred, unless the RTO is otherwise notified by either Company within seven Business Days of any such delayed disbursement, overdue payment, or receipt of a prepaymentrespect thereto.

Notice and Manner of Borrowing. (a) Whenever the Borrowing Company desires to borrow money hereunder, it shall give the RTO prior written or facsimile request (or verbal request promptly confirmed in writing or by facsimile) of such borrowing or reborrowing (a "Request for Borrowing"). Such Request for Borrowing shall be given by an Authorized Person, Person to the RTO prior to 10:00 a.m. (Wilmington, Delaware time). Any Request for Borrowing received after 10:00 a.m. shall be deemed received on the next Business Day. (b) The RTO, upon its receipt of a Request for Borrowing, shall determine if the requested request funds are available and the interest rates in accordance with Section 2.3(a) of this Agreement (and related Interest Periods, if any) at which time the Borrowing Company can borrow money in a principal amount equal to, and on the date of, the proposed borrowing or reborrowing described in each such Request for Borrowing, and shall notify the Lending Company of such interest rates and the related Interest Periods, if any, and the principal amount of the proposed borrowing or reborrowing (a "Notice of Borrowing") by telephone (confirmed in writing) or by facsimile no later than 12:00 p.m. (Wilmington, Delaware time) on the Business Day of the requested borrowing or reborrowing. The RTO shall promptly convey to the Borrowing Company the information contained in the Notice of Borrowing by telephone (confirmed in writing) or by facsimile. (c) On One the date of each borrowing, the Lending Company will make available the amount of such borrowing or reborrowing in immediately available funds to the Borrowing Company by depositing such amount in the account of the Borrowing Company by wire transfer via electronic funds transfer (EFT). (d) The RTO shall maintain on its books a control account for each Company in which shall be recorded (i) the amount of each Loan made hereunder to each such Company, (ii) the interest rate applicable with respect to each Loan, (iii) the amount of any principal, interest or fees due or to become due from each Borrowing Company with respect to the Loans, and (iv) the amount of any sum received by each Lending Company hereunder in respect of any such principal, interest or fees due on such Loans. The entries made in the RTO's control accounts shall be prima facie evidence, in the absence of manifest error, of the existence and amounts of Obligations therein recorded and any payments thereon. (e) The RTO shall account to each Company on a quarterly basis with a statement of borrowings, interest rates, charges and payments made pursuant to this Agreement with respect to the Loans and Revolving Loan Commitment. An Authorized Person of the Companies shall review each quarterly accounting for accuracy within thirty days of receipt thereof from the RTO. Each such account rendered by the RTO shall be deemed final, binding and conclusive unless the RTO is notified by the Lending Company or the Borrowing Company within thirty days after the date the account is so rendered that either the Lending Company or the Borrowing Company disputes any item thereof. (f) The RTO shall be justified in assuming, for purposes of carrying out its duties and obligations under this Agreement, including, without limitation, its obligation to maintain accounts and provide accountings of the Loans pursuant to Section 2.2(d) and (e) above, that (1) Loans are disbursed by the Lending Company to the Borrowing Company in accordance with the terms of the Notice of Borrowing, (2) payments on the Loans are made to the Lending Company when due, and (3) no prepayments of any Loans prior to the date that they are due and payable under Section 2.4(a) have occurred, unless the RTO is otherwise notified by either Company within seven Business Days of any such delayed disbursement, overdue payment, or receipt of a prepayment.

Notice and Manner of Borrowing. (a) Whenever the Borrowing Company Borrower desires to borrow money obtain an Advance hereunder, it the Borrower shall give notice to the RTO prior Agent (which notice shall be irrevocable) by e-mail or telephone received by no later than 10:00 am., New York, New York time, on the date that is one (1) Business Day before the day on which the requested Advance is to be made. Each such notification by telephone pursuant to this Section 2.3 shall be immediately followed by a written or facsimile request confirmation thereof by the Borrower in substantially the form of Exhibit C attached hereto (or verbal request promptly confirmed a “Notice of Borrowing”); provided that, if such written confirmation differs in writing or any material respect from the action taken by facsimilethe Agent, the records of the Agent shall be conclusive absent manifest error. Each Notice of Borrowing shall specify (i) the requested date of such borrowing or reborrowing (a "Request for Borrowing"). Such Request for Borrowing which shall be given by an Authorized Person, to the RTO prior to 10:00 a.m. (Wilmington, Delaware time). Any Request for Borrowing received after 10:00 a.m. shall be deemed received on the next a Business Day), and (ii) the principal amount of Advance to be borrowed. Upon receipt of a Notice of Borrowing from the Borrower, the Agent shall distribute such Notice of Borrower to each of the Pabeti Lender and the LV Lenders requesting their approval of the Advance requested in such Notice of Borrowing (each, an “Advance Approval”). (b) The RTO, upon its receipt To the extent that each of a Request for Borrowing, shall determine if the requested funds are available Pabeti Lender and the interest rates LV Lenders agree to fund a amount to the Borrower requested in accordance with a Notice of Borrower referred to in Section 2.3(a) of this Agreement (above and related Interest Periodssubject to the terms and conditions hereof, if any) at which the Borrowing Company can borrow money applicable Lender shall make available to the Agent, in a principal amount equal toimmediately available funds, and on the date ofupon which any Advance is to be made to the Borrower, the proposed borrowing or reborrowing described in each such Request for Borrowing, and shall notify the Lending Company of such interest rates and the related Interest Periods, if any, and the principal entire amount of the proposed borrowing or reborrowing (a "Notice requested Advance; provided that, in the case of Borrowing") an Advance by telephone (confirmed in writing) or by facsimile no later than 12:00 p.m. (Wilmingtonthe LV Lenders, Delaware time) on each LV Lender shall be required to make available to the Business Day Agent such LV Lender’s Advance Percentage of the requested borrowing Advance. In the event that any LV Lender refuses or reborrowingfails to make available to the Agent such LV Lender’s Advance Percentage of the requested Advance (the “Advance Shortfall”), the remaining LV Lenders shall immediately make available to the Agent the amount of the Advance Shortfall based on each such LV Lender’s Advance Percentage (not taking into account in such instance the Advance Percentage of the LV Lender that refused or failed to make available its share of the required Advance). The RTO shall promptly convey Agent shall, in turn, disburse each Advance on the effective date specified therefore by wire transfer to the Borrowing Company Deposit Account. In no event shall the information contained Agent (in its capacity as the Notice of Borrowing by telephone (confirmed in writingAgent) or by facsimilehave any obligation to fund any Advances. (c) On Notwithstanding the date foregoing, in no event shall the Pabeti Lender and/or the LV Lenders have any obligation to make an Advance to the Borrower hereunder to the extent that the requested Advance was not approved by all Lenders as described in Section 2.3(a) above or, in the case of each borrowingthe Pabeti Lender, the Lending Company will make available the amount of such borrowing or reborrowing in immediately available funds to the Borrowing Company by depositing such amount requested Advance from the Pabeti Lender exceeds, together with all other Pabeti Advance Amounts, the Maximum Pabeti Lender Advance Amount, and, in the account case of the Borrowing Company by wire transfer via electronic funds transfer (EFT)LV Lenders, the amount of the requested Advance from the LV Lenders exceeds the Maximum LV Lenders Advance Amount. (d) The RTO shall maintain on its books a control account for each Company in which All of the Advances shall be recorded (i) the amount of each Loan made hereunder to each such Company, (ii) the interest rate applicable with respect to each Loan, (iii) the amount of any principal, interest or fees due or to become due from each Borrowing Company with respect to the Loans, and (iv) the amount of any sum received by each Lending Company hereunder in respect of any such principal, interest or fees due on such Loans. The entries made in the RTO's control accounts shall be prima facie evidence, in the absence of manifest error, of the existence and amounts of Obligations therein recorded and any payments thereon. (e) The RTO shall account to each Company on a quarterly basis with a statement of borrowings, interest rates, charges and payments made pursuant to this Agreement with respect to the Loans and Revolving Loan Commitment. An Authorized Person of the Companies shall review each quarterly accounting for accuracy within thirty days of receipt thereof from the RTO. Each such account rendered secured by the RTO shall be deemed final, binding and conclusive unless the RTO is notified by the Lending Company or the Borrowing Company within thirty days after the date the account is so rendered that either the Lending Company or the Borrowing Company disputes any item thereofCollateral. (f) The RTO shall be justified in assuming, for purposes of carrying out its duties and obligations under this Agreement, including, without limitation, its obligation to maintain accounts and provide accountings of the Loans pursuant to Section 2.2(d) and (e) above, that (1) Loans are disbursed by the Lending Company to the Borrowing Company in accordance with the terms of the Notice of Borrowing, (2) payments on the Loans are made to the Lending Company when due, and (3) no prepayments of any Loans prior to the date that they are due and payable under Section 2.4(a) have occurred, unless the RTO is otherwise notified by either Company within seven Business Days of any such delayed disbursement, overdue payment, or receipt of a prepayment.

Notice and Manner of Borrowing. The Revolving Credit Borrowers and the Term Loan Borrower shall give the Administrative Agent at least three (3) Banking Days, written or telegraphic or facsimile notice (effective upon receipt) of any Loan to which the LIBOR Interest Rate applies. The Revolving Credit Borrowers and the Term Loan Borrower shall give the Administrative Agent written or telegraphic or facsimile notice (effective upon receipt) of any Loan to which the Base Rate applies by not later than 10:00 A.M. (New York time) on the date of such Loan. Each of the foregoing notices (a "Borrowing Notice") must specify: (1) the date and the amount of such Loan; (2) either that the Loan will bear interest at (a) Whenever the Base Rate plus the Applicable Margin or (b) the LIBOR Interest Rate plus the Applicable Margin; and (3) in the case of a LIBOR Loan, the initial Interest Period applicable thereto. In addition to Revolving Credit Loans funded by the Banks pursuant to a Borrowing Company desires to borrow money hereunderNotice, it shall give the RTO prior written or facsimile request (or verbal request promptly confirmed in writing or by facsimile) of such borrowing or reborrowing (a "Request for Borrowing"). Such Request for Borrowing shall be given by an Authorized Person, to the RTO prior to 10:00 a.m. (Wilmington, Delaware time). Any Request for Borrowing received after 10:00 a.m. Revolving Credit Loan shall be deemed received requested by the Revolving Credit Borrower each time that a draft is presented for payment to any account of the Co-Borrower maintained with the Administrative Agent (including the Blocked Account), including, but not limited to any payments made on account of overdrafts. The Administrative Agent will promptly notify each Bank of receipt by the Administrative Agent of a Borrowing Notice and of the contents thereof. Each borrowing of an LIBOR Loan shall be an amount not less than $500,000 or whole multiples of $100,000 in excess thereof. Except for borrowings which utilize the full remaining amount of the Total Commitment, each borrowing of a Base Rate Loan shall be in an amount not less than $500,000, or if greater, whole multiples of $100,000 in excess thereof. Not later than noon (New York time) on the next Business Day. (b) The RTO, upon its receipt date of a Request for BorrowingLIBOR Loan and 3:00 P.M. (New York time) on the date of a Base Rate Loan, shall determine and upon fulfillment of the applicable conditions set forth in Article VII, the Administrative Agent will make such Loan available to the Revolving Credit Borrowers and the Term Loan Borrower, as applicable, in immediately available funds by crediting the amount thereof to an account of the Co-Borrowers with the Administrative Agent. In order to minimize the frequency of transfers of funds between the Administrative Agent and each Bank, Loans and payments may be settled according to the following procedures: on the fourth Banking Day of each week or more frequently (including daily), if the Administrative Agent so elects (each such day being a "Settlement Date"), the Administrative Agent will advise each Bank by telephone, telex or telecopy of the amount of each such Bank's actual dollar investment and its ratable portion (based on its applicable Pro Rata Share) of the outstanding principal balance of Loans as of the close of business on the Banking Day immediately preceding the Settlement Date. In the event that payments are necessary to adjust the amount of such Bank's actual dollar investment in the outstanding principal balance of Loans to such Bank's ratable portion (based on its applicable Pro Rata Share) of the outstanding principal balance of Loans as of any Settlement Date, the party from which such payment is due will pay the other, in immediately available funds, by wire transfer to the other's account not later than 1:00 P.M. (New York time) on the Banking Day immediately following the Settlement Date. Notwithstanding the foregoing, if the Administrative Agent so elects, the Administrative Agent may require that each Bank make its ratable portion (based on its applicable Pro Rata Share) of any requested funds are Revolving Credit Loan available and to the interest rates Administrative Agent for disbursement on the date of funding applicable to such Revolving Credit Loan in accordance with Section 2.3(a) 2.01 hereof. Notwithstanding these procedures, each Bank's obligation to fund its portion of this Agreement (and related Interest Periods, if any) at which each Revolving Credit Loan made by the Borrowing Company can borrow money in a principal amount equal to, and Administrative Agent to any Revolving Credit Borrower will commence on the date of, the proposed borrowing or reborrowing described in each such Request for Borrowing, and shall notify the Lending Company of such interest rates and the related Interest Periods, if any, and the principal amount of the proposed borrowing or reborrowing (a "Notice of Borrowing") by telephone (confirmed in writing) or by facsimile no later than 12:00 p.m. (Wilmington, Delaware time) on the Business Day of the requested borrowing or reborrowing. The RTO shall promptly convey to the Borrowing Company the information contained in the Notice of Borrowing by telephone (confirmed in writing) or by facsimile. (c) On the date of each borrowing, the Lending Company will make available the amount of such borrowing or reborrowing in immediately available funds to the Borrowing Company by depositing such amount in the account of the Borrowing Company by wire transfer via electronic funds transfer (EFT). (d) The RTO shall maintain on its books a control account for each Company in which shall be recorded (i) the amount of each Loan advance is made hereunder to each such Company, (ii) the interest rate applicable with respect to each Loan, (iii) the amount of any principal, interest or fees due or to become due from each Borrowing Company with respect to the Loans, and (iv) the amount of any sum received by each Lending Company hereunder in respect of any such principal, interest or fees due on such Loans. The entries made in the RTO's control accounts shall be prima facie evidence, in the absence of manifest error, of the existence and amounts of Obligations therein recorded and any payments thereon. (e) The RTO shall account to each Company on a quarterly basis with a statement of borrowings, interest rates, charges and payments made pursuant to this Agreement with respect to the Loans and Revolving Loan Commitment. An Authorized Person of the Companies shall review each quarterly accounting for accuracy within thirty days of receipt thereof from the RTO. Each such account rendered by the RTO shall be deemed final, binding and conclusive unless the RTO is notified by the Lending Company or the Borrowing Company within thirty days after the date the account is so rendered that either the Lending Company or the Borrowing Company disputes any item thereofAdministrative Agent. (f) The RTO shall be justified in assuming, for purposes of carrying out its duties and obligations under this Agreement, including, without limitation, its obligation to maintain accounts and provide accountings of the Loans pursuant to Section 2.2(d) and (e) above, that (1) Loans are disbursed by the Lending Company to the Borrowing Company in accordance with the terms of the Notice of Borrowing, (2) payments on the Loans are made to the Lending Company when due, and (3) no prepayments of any Loans prior to the date that they are due and payable under Section 2.4(a) have occurred, unless the RTO is otherwise notified by either Company within seven Business Days of any such delayed disbursement, overdue payment, or receipt of a prepayment.

Notice and Manner of Borrowing. (a) Whenever the Borrowing Company desires to borrow money hereunder, it The Borrower shall give the RTO prior written or facsimile request Agent notice (or verbal request and the Agent shall promptly confirmed notify the Banks in writing or by facsimilewriting) of each borrowing hereunder: (i) in the case of a Loan that accrues interest based on a Daily Reset Libor Rate, by noon Central Time of the Business Day such borrowing Loan is to be disbursed to the Borrower, and (ii) in the case of a Loan that accrues interest at a rate other than a Daily Reset Libor Rate, at least three (3) Business Days before the Business Day such Loan is to be disbursed to the Borrower, and the Borrower shall specify and provide: (i) the proposed funding date of such Loan, (ii) the amount of such Loan and whether the Loan requested is a Revolving Credit Loan or reborrowing a Swingline Loan, (iii) if such Loan is to bear interest based on the Libor Rate, the Interest Period requested by the Borrower for such Loan, (iv) the then current total fair market value of the financial assets in the Securities Account and any and all other assets of the Borrower, (v) a "Request for Borrowing")Borrowing Base Certificate, substantially in the form of Exhibit D hereto, executed by an authorized officer of the Borrower (A) providing the current Borrowing Base, (B) providing the amount of any and all cash, cash equivalents or unrestricted investments of publicly traded companies that the Borrower then holds in the Securities Account, and (C) stating that the Borrower is in compliance with all applicable leverage regulations of the 1940 Act; and (vi) only in the case of a Revolving Credit Loan, whether such Loan shall accrue interest at a Daily Reset Libor Rate. Such Request for Borrowing All notices given under this Section by the Borrower shall be irrevocable and shall be given by an Authorized Person, to the RTO prior to 10:00 not later than 11:00 a.m. (Wilmington, Delaware time). Any Request for Borrowing received after 10:00 a.m. shall be deemed received Central Time on the next day which is not less than the number of Business DayDays specified above for such notice. For purposes of this Section, the Borrower and the Banks agree that the Agent may rely and act upon any request for a Loan from any individual who the Agent, absent gross negligence or willful misconduct, believes to be a representative of the Borrower. (b) The RTONot later than 1:00 p.m., upon its receipt of a Request for BorrowingCentral Time, shall determine if the requested funds are available and the interest rates in accordance with Section 2.3(a) of this Agreement (and related Interest Periods, if any) at which the Borrowing Company can borrow money in a principal amount equal to, and on the date ofspecified for each borrowing hereunder, each Bank shall make available to the proposed borrowing or reborrowing described in each such Request for Borrowing, and shall notify Agent the Lending Company of such interest rates and the related Interest Periods, if any, and the principal amount of the proposed borrowing or reborrowing (a "Notice of Borrowing") Revolving Credit Loan to be made by telephone (confirmed in writing) or it on such date, at such account maintained by facsimile no later than 12:00 p.m. (Wilmingtonthe Agent as the Agent shall specify, Delaware time) on the Business Day of the requested borrowing or reborrowing. The RTO shall promptly convey to the Borrowing Company the information contained in the Notice of Borrowing by telephone (confirmed in writing) or by facsimile. (c) On the date of each borrowing, the Lending Company will make available the amount of such borrowing or reborrowing in immediately available funds to the Borrowing Company by depositing such amount in funds, for the account of the Borrowing Company Borrower. The amount so received by wire transfer via electronic funds transfer (EFT). (d) The RTO shall maintain on its books a control account for each Company in which shall be recorded (i) the amount of each Loan made hereunder to each such CompanyAgent shall, (ii) the interest rate applicable with respect to each Loan, (iii) the amount of any principal, interest or fees due or to become due from each Borrowing Company with respect subject to the Loans, terms and (iv) the amount conditions of any sum received by each Lending Company hereunder in respect of any such principal, interest or fees due on such Loans. The entries made in the RTO's control accounts shall be prima facie evidence, in the absence of manifest error, of the existence and amounts of Obligations therein recorded and any payments thereon. (e) The RTO shall account to each Company on a quarterly basis with a statement of borrowings, interest rates, charges and payments made pursuant to this Agreement with respect to the Loans and Revolving Loan Commitment. An Authorized Person of the Companies shall review each quarterly accounting for accuracy within thirty days of receipt thereof from the RTO. Each such account rendered by the RTO shall be deemed final, binding and conclusive unless the RTO is notified by the Lending Company or the Borrowing Company within thirty days after the date the account is so rendered that either the Lending Company or the Borrowing Company disputes any item thereof. (f) The RTO shall be justified in assuming, for purposes of carrying out its duties and obligations under this Agreement, includingpromptly be made available to the Borrower by depositing the same, without limitationin immediately available funds, its obligation to maintain in one or more accounts and provide accountings of the Loans pursuant to Section 2.2(d) and (e) above, that (1) Loans are disbursed by the Lending Company to the Borrowing Company in accordance Borrower maintained with the terms of the Notice of Borrowing, (2) payments on the Loans are made to the Lending Company when due, and (3) no prepayments of any Loans prior to the date that they are due and payable under Section 2.4(a) have occurred, unless the RTO is otherwise notified by either Company within seven Business Days of any such delayed disbursement, overdue payment, or receipt of a prepaymentAgent.

Notice and Manner of Borrowing. (a) Whenever Except as otherwise provided in subparagraph 3.3(b) hereof, the Borrowing Company desires to borrow money hereunder, it following procedure will be used for disbursement of proceeds of the Revolving Loan. The Borrower shall give the RTO prior deliver a written or facsimile request (or verbal request promptly confirmed in writing or by facsimile) of such borrowing or reborrowing (a "and signed Advance Request for Borrowing"). Such Request for Borrowing shall be given by an Authorized Person, to the RTO prior to 10:00 a.m. (Wilmington, Delaware time). Any Request for Borrowing received after 10:00 a.m. shall be deemed received on the next Business Day. (b) The RTO, upon its receipt of a Request for Borrowing, shall determine if the requested funds are available and the interest rates in accordance with Section 2.3(a) of this Agreement (and related Interest Periods, if any) at which the Borrowing Company can borrow money in a principal amount equal to, and on the date of, the proposed borrowing or reborrowing described in each such Request for Borrowing, and shall notify the Lending Company of such interest rates and the related Interest Periods, if any, and the principal amount of the proposed borrowing or reborrowing (a "Notice of Borrowing") by telephone (confirmed in writing) or by facsimile no Bank not later than 12:00 p.m. (Wilmingtonnoon, Delaware Jacksonville time) , on the Business Day of the proposed Advance Date, in the form attached hereto as Exhibit 3.3, setting forth the amount of the requested borrowing Advance, setting forth the Eligible Accounts and Eligible Inventory of the Borrower (together with other components of the Borrowing Base) and a reconciliation from the previous Advance Request (or reborrowingmonthly report), specifying the date (which shall be a Business Day), and the amount of the proposed Advance of proceeds, and providing such other information as the Bank may require. (b) So long as there does not exist a Default or Event of Default, in lieu of any advance procedure otherwise set forth in this Section 3.3 (or elsewhere in this Agreement), Borrower may borrow automatically under the Revolving Loan pursuant to a "Cash Management Arrangement" for so long as such service is made available by Bank. The RTO shall promptly convey Cash Management Arrangement will operate as follows: (i) Borrower will maintain with Bank a commercial checking account (the "Checking Account") from which Borrower's drawings on its checking accounts with the Bank will be funded; (ii) Bank will automatically fund (rounded up to the Borrowing Company nearest $1,000), as an Advance under the information contained Revolving Loan, any checks drawn by the Borrower against the Checking Account to the extent there are inadequate Collected Balances in the Notice Checking Account; (iii) Any excess Collected Balances in the Checking Account at the conclusion of Borrowing by telephone (confirmed in writing) or by facsimileeach Business Day will be used to repay principal and earned interest on the Loan. (c) On To the date of each borrowing, the Lending Company will make available the amount of such borrowing or reborrowing in immediately available funds to the Borrowing Company by depositing such amount extent there are any Collected Balances in the account Checking Account at the end of any Business Day after repayment of the Borrowing Company by wire transfer via electronic funds transfer (EFT)Loan as provided in subparagraph 3.3. (db) The RTO shall maintain on its books a control account for each Company in which immediately above, such funds shall be recorded (i) if Borrower has entered into an "Investment Agreement" with Bank, be invested as provided in the amount of each Loan made hereunder to each such CompanyInvestment Agreement, and (ii) the interest rate applicable with respect to each Loanif Borrower has not entered into such Investment Agreement, (iii) the amount of any principal, interest or fees due or to become due from each Borrowing Company with respect to the Loans, and (iv) the amount of any sum received by each Lending Company hereunder in respect of any such principal, interest or fees due on such Loans. The entries made remain as uninvested funds in the RTO's control accounts shall be prima facie evidence, in Checking Account until the absence of manifest error, of the existence and amounts of Obligations therein recorded and any payments thereonfollowing Business Day for use as provided above. (e) The RTO shall account to each Company on a quarterly basis with a statement of borrowings, interest rates, charges and payments made pursuant to this Agreement with respect to the Loans and Revolving Loan Commitment. An Authorized Person of the Companies shall review each quarterly accounting for accuracy within thirty days of receipt thereof from the RTO. Each such account rendered by the RTO shall be deemed final, binding and conclusive unless the RTO is notified by the Lending Company or the Borrowing Company within thirty days after the date the account is so rendered that either the Lending Company or the Borrowing Company disputes any item thereof. (f) The RTO shall be justified in assuming, for purposes of carrying out its duties and obligations under this Agreement, including, without limitation, its obligation to maintain accounts and provide accountings of the Loans pursuant to Section 2.2(d) and (e) above, that (1) Loans are disbursed by the Lending Company to the Borrowing Company in accordance with the terms of the Notice of Borrowing, (2) payments on the Loans are made to the Lending Company when due, and (3) no prepayments of any Loans prior to the date that they are due and payable under Section 2.4(a) have occurred, unless the RTO is otherwise notified by either Company within seven Business Days of any such delayed disbursement, overdue payment, or receipt of a prepayment.

Notice and Manner of Borrowing. (a) Whenever the Borrowing Company desires to borrow money hereunder, it shall give the RTO prior prepare a written or facsimile request (or verbal request promptly confirmed in writing or by facsimile) trade ticket of such borrowing or reborrowing (a "“Request for Borrowing"”). Such Request for Borrowing shall be given prepared by an Authorized Person, to Person of the RTO prior to 10:00 a.m. 6:00 p.m. (Wilmington, Delaware time). Any Request for Borrowing received after 10:00 a.m. 6:00 p.m. shall be deemed received on the next Business Day. (b) The RTO, upon its receipt of a Request for Borrowing, A RTO manager shall determine if the requested funds are available and the interest rates in accordance with Section 2.3(a) of this Agreement (and related Interest Periods, if any) at which the Borrowing Company can borrow money in a principal amount equal to, and on the date of, the proposed borrowing or reborrowing described in each such Request for Borrowing, and shall notify the Lending Company of such interest rates and the related Interest Periods, if any, and the principal amount and maturity date of the proposed borrowing or reborrowing (a "“Notice of Borrowing"”) by telephone (confirmed in writing) or by facsimile copy of the trade ticket no later than 12:00 6:00 p.m. (Wilmington, Delaware time) on the Business Day of the requested borrowing or reborrowing. The RTO shall promptly convey to the Borrowing Company the information contained in the Notice of Borrowing by telephone (confirmed in writing) or by facsimilecopy of the trade ticket. (c) On the date of each borrowing, the Lending Company will make available the amount of such borrowing or reborrowing in immediately available funds to the Borrowing Company by depositing such amount in the account of the Borrowing Company by wire transfer via electronic funds transfer (EFT). (d) The RTO shall maintain on its books a control account for each Company in which shall be recorded (i) the amount of each Loan made hereunder to each such CompanyCompany and the maturity date of each such Loan, (ii) the interest rate applicable with respect to each Loan, (iii) the amount of any principal, interest or fees due or to become due from each Borrowing Company with respect to the Loans, and (iv) the amount of any sum received by each Lending Company hereunder in respect of any such principal, interest or fees due on such Loans. The entries made in the RTO's control accounts shall be prima facie evidence, in the absence of manifest error, of the existence and amounts of Obligations therein recorded and any payments thereon. (e) The RTO shall account to each Company on a at least a quarterly basis with a statement of borrowings, interest rates, charges and payments made pursuant to this Agreement with respect to the Loans and Revolving Loan Commitment. An Authorized Person of the Companies shall review each quarterly accounting for accuracy within thirty days of receipt thereof from the RTO. Each such account rendered by the RTO shall be deemed final, binding and conclusive unless the RTO is notified by the Lending Company or the Borrowing Company within thirty days after the date the account is so rendered that either the Lending Company or the Borrowing Company disputes any item thereof. (f) The RTO shall be justified in assuming, for purposes of carrying out its duties and obligations under this Agreement, including, without limitation, its obligation to maintain accounts and provide accountings of the Loans pursuant to Section 2.2(d) and (e) above, that (1) Loans are disbursed by the Lending Company to the Borrowing Company in accordance with the terms of the Notice of Borrowing, (2) payments on the Loans are made to the Lending Company when due, and (3) no prepayments of any Loans prior to the date that they are due and payable under Section 2.4(a) have occurred, unless the RTO is otherwise notified by either Company within seven Business Days of any such delayed disbursement, overdue payment, or receipt of a prepayment.

Notice and Manner of Borrowing. The Borrowers shall ------------------------------ give a Notice to the Agent of each proposed Prime Loan Borrowing not less than four (a4) Whenever Domestic Business Days prior to the proposed Borrowing Company desires Date, speci- fying the aggregate principal amount of Prime Loans the Borrowers then desire the Banks to borrow money hereundermake, it and the proposed Borrowing Date thereof (which date shall be a Domestic Business Day). The Borrowers shall give the RTO prior written or facsimile request (or verbal request promptly confirmed in writing or by facsimile) of such borrowing or reborrowing (a "Request for Borrowing"). Such Request for Borrowing shall be given by an Authorized Person, Notice to the RTO Agent of each proposed CD Loan Borrowing, not less than four (4) Domestic Business Days prior to 10:00 a.m. (Wilmingtonthe proposed Borrowing Date, Delaware time). Any Request for Borrowing received after 10:00 a.m. shall be deemed received on specifying the next Business Day. (b) The RTO, upon its receipt of a Request for Borrowing, shall determine if the requested funds are available and the interest rates in accordance with Section 2.3(a) of this Agreement (and related Interest Periods, if any) at which the Borrowing Company can borrow money in a aggregate principal amount equal to, and on of CD Loans the date ofBorrowers then desire the Banks to make, the proposed borrowing or reborrowing described in Borrowing Date and Maturity Date (which dates shall be CD Business Days) and the duration of the initial CD Interest Period with respect thereto. The Borrowers shall give a Notice to the Agent of each proposed Eurodollar Loan Borrowing not less than four (4) Eurodollar Business Days prior to the proposed Borrowing Date, specifying the aggregate principal amount of Eurodollar Loans the Borrowers then desire the Banks to make, the proposed Borrowing Date and Maturity Date (which dates shall be Eurodollar Business Days) and the duration of the initial Eurodollar Interest Period with respect thereto. Any Notice given by the Borrowers under this Section 1.10 shall, subject to the provisions of Article II, be irrevocable. The Agent shall advise each Bank of each such Request for Notice promptly after the Agent's receipt thereof. Not later than 12:00 noon, San Francisco time, on each proposed Borrowing Date, each Bank shall provide the Agent at its office specified in Section 12.4, with immediately available funds in Dollars covering such Bank's Proportional Share of the Borrowing, and shall notify the Lending Company of such interest rates and the related Interest Periods, if any, and the principal amount of the proposed borrowing or reborrowing (a "Notice of Borrowing") by telephone (confirmed in writing) or by facsimile no later than 12:00 p.m. (Wilmington, Delaware time) on the Business Day of the requested borrowing or reborrowing. The RTO Agent shall promptly convey pay over to the Borrowing Company Borrowers such funds as it has received from the information contained Banks pursuant to this section by depositing the same in the Notice of Borrowing by telephone (confirmed in writing) or by facsimile. (c) On the date of each borrowing, the Lending Company will make available the amount of such borrowing or reborrowing in immediately available funds to the Borrowing Company by depositing such amount in the general deposit account of the Borrowing Company by wire transfer via electronic funds transfer (EFT). (d) The RTO shall maintain on its books Parent maintained with the Agent; provided, -------- however, that if such Loan is a control account for each Company in which shall be recorded (i) the amount refinancing of each a Eurodollar Loan made hereunder to each such Company, (ii) the interest rate applicable with respect to each Loan, (iii) the amount of any principal, interest or fees due or to become due from each Borrowing Company with respect to the Loans, and (iv) the amount of any sum received by each Lending Company hereunder in respect of any such principal, interest or fees due a CD Loan ------- having a Maturity Date on such Loans. The entries made in the RTO's control accounts Borrowing Date, each Bank shall be prima facie evidence, in the absence of manifest error, on behalf of the existence and amounts of Obligations therein recorded and any payments thereon. (e) The RTO shall account to each Company Borrowers on a quarterly basis with a statement of borrowings, interest rates, charges and payments made pursuant to this Agreement with respect to the such Borrowing Date repay in full or in part such Eurodollar Loans and Revolving Loan Commitment. An Authorized Person of the Companies shall review each quarterly accounting for accuracy within thirty days of receipt thereof or CD Loans theretofore outstanding from the RTO. Each such account rendered by the RTO shall be deemed final, binding and conclusive unless the RTO is notified by the Lending Company or the Borrowing Company within thirty days after the date the account is so rendered that either the Lending Company or the Borrowing Company disputes any item thereof. (f) The RTO shall be justified in assuming, for purposes of carrying out its duties and obligations under this Agreement, including, without limitation, its obligation to maintain accounts and provide accountings proceeds of the Loans pursuant to Section 2.2(d) and (e) above, that (1) Loans are disbursed by the Lending Company to the made on such Borrowing Company in accordance with the terms of the Notice of Borrowing, (2) payments on the Loans are made to the Lending Company when due, and (3) no prepayments of any Loans prior to the date that they are due and payable under Section 2.4(a) have occurred, unless the RTO is otherwise notified by either Company within seven Business Days of any such delayed disbursement, overdue payment, or receipt of a prepaymentDate.

Notice and Manner of Borrowing. or Conversion of Loans. ----------------------------------------------------- (a) Whenever the Borrowing Company Borrower desires to borrow money hereunderobtain or continue a Revolving Credit Loan hereunder or convert an outstanding Revolving Credit Loan into a Revolving Credit Loan of another Type, it the Borrower shall give the RTO prior SSB a written Notice of Revolving Credit Borrowing or facsimile request Conversion (or verbal request a telephonic notice promptly confirmed in writing by a written Notice of Revolving Credit Borrowing or by facsimile) of such borrowing or reborrowing (a "Request for Borrowing"Conversion). Such Request for Borrowing , which Notice shall be given by an Authorized Person, to the RTO prior to 10:00 irrevocable and which must be received no later than 11:00 a.m. (Wilmington, Delaware time). Any Request for Borrowing received after 10:00 a.m. shall be deemed received on the next Business Day. (b) The RTO, upon its receipt of a Request for Borrowing, shall determine if the requested funds are available and the interest rates in accordance with Section 2.3(a) of this Agreement (and related Interest Periods, if any) at which the Borrowing Company can borrow money in a principal amount equal to, and Boston time on the date of, (i) one Business Day before the proposed borrowing day on which the requested Revolving Credit Loan is to be made as or reborrowing described in each such Request for Borrowingconverted to a Prime Rate Loan, and (ii) three Business Days before the day on which the requested Revolving Credit Loan is to be made or continued as or converted to a LIBOR Loan; provided, however, that no such prior notice shall notify be required for -------- ------- Prime Rate Loans that are overdraft advances made pursuant to the Lending Company of such interest rates and the related Interest Periods, if any, and the principal amount of the proposed borrowing or reborrowing (a "Lender's Liquidity Management Control System. Such Notice of Borrowing") by telephone (confirmed in writing) Revolving Credit Borrowing or by facsimile no later than 12:00 p.m. (Wilmington, Delaware time) on the Business Day of the requested borrowing or reborrowing. The RTO Conversion shall promptly convey to the Borrowing Company the information contained in the Notice of Borrowing by telephone (confirmed in writing) or by facsimile. (c) On the date of each borrowing, the Lending Company will make available the amount of such borrowing or reborrowing in immediately available funds to the Borrowing Company by depositing such amount in the account of the Borrowing Company by wire transfer via electronic funds transfer (EFT). (d) The RTO shall maintain on its books a control account for each Company in which shall be recorded specify (i) the effective date and amount of each Revolving Credit Loan made hereunder or portion thereof requested to each such Companybe made, continued or converted, subject to the limitations set forth in Section 2.1, (ii) the interest rate option requested to be applicable with respect to each Loanthereto, and (iii) the duration of the applicable Interest Period, if any (subject to the provisions of the definition of the term "Interest Period"). If such Notice fails to specify the interest rate option to be applicable to the requested Revolving Credit Loan, then the Borrower shall be deemed to have requested a Prime Rate Loan. If the written confirmation of any telephonic notification differs in any material respect from the action taken by SSB, the records of SSB shall control absent manifest error. (b) Whenever the Borrower desires to obtain a Tranche B Term Loan hereunder, the Borrower shall give SSB a written Notice of Tranche B Borrowing, which Notice shall be irrevocable and must be received no later than 11:00 a.m. Boston time on the date that is one Business Day before the day on which the requested Tranche B Term Loan is to be made. Such Notice of Tranche B Borrowing shall (i) specify the effective date and amount of each Tranche B Term Loan requested to be made, and (ii) be accompanied by invoices or other evidence of the Permitted Expenses to be financed with such Tranche B Term Loan, which invoices or other evidence shall indicate to the reasonable satisfaction of SSB that the Permitted Expenses to be financed are permissible under Section 5.7(c). (c) Whenever the Borrower desires to convert all of the outstanding Tranche B Term Loans into Fixed Rate Loans hereunder, the Borrower shall give SSB a written Notice of Tranche B Conversion, which Notice shall be irrevocable and must be received no later than 11:00 a.m. Boston time or the date that is one Business Day before the day on which the Tranche B Term Loans are to be converted to Fixed Rate Loans. Upon the request of the Borrower received by SSB no later than 10:00 a.m., Boston time, on any principalBusiness Day, interest SSB shall, on or fees due before 10:30 a.m., Boston time, on such Business Day, quote a Fixed Rate for the Tranche B Term Loans, unless SSB in its sole discretion notifies the Borrower that SSB is not making fixed rate loans for the relevant Fixed Rate Period available at such time to its commercial customers and therefore declines to quote a Fixed Rate. (d) Subject to the provisions of the definition of the term "Interest Period" herein, the duration of each Interest Period for a LIBOR Loan shall be as specified in the applicable Notice of Revolving Credit Borrowing or to become due from each Conversion. If no Interest Period is specified in a Notice of Revolving Credit Borrowing Company or Conversion with respect to a requested LIBOR Loan, then the LoansBorrower shall be deemed to have selected an Interest Period of one month's duration. If SSB receives (i) a Notice of Revolving Credit Borrowing or Conversion after the time specified in subsection (a) above, and (ivii) a Notice of Tranche B Borrowing after the amount time specified in subsection (b) above, or (iii) a Notice of any sum received by each Lending Company hereunder Tranche B Conversion after the time specified in respect of subsection (c) above, any such principal, interest Notice shall not be effective. If SSB does not receive an effective Notice of Revolving Credit Borrowing or fees due on such Loans. The entries made in the RTO's control accounts shall be prima facie evidence, in the absence of manifest error, of the existence and amounts of Obligations therein recorded and any payments thereon. (e) The RTO shall account to each Company on a quarterly basis with a statement of borrowings, interest rates, charges and payments made pursuant to this Agreement Conversion with respect to an outstanding LIBOR Loan, or if, when such Notice must be given prior to the Loans and Revolving Loan Commitment. An Authorized Person end of the Companies Interest Period applicable to such outstanding Loan, the Borrower shall review each quarterly accounting for accuracy within thirty days have failed to satisfy any of receipt thereof from the RTO. Each such account rendered by conditions hereof, the RTO Borrower shall be deemed final, binding and conclusive unless to have elected to convert such outstanding Loan in whole into a Prime Rate Loan on the RTO is notified by the Lending Company or the Borrowing Company within thirty days after the date the account is so rendered that either the Lending Company or the Borrowing Company disputes any item thereof. (f) The RTO shall be justified in assuming, for purposes of carrying out its duties and obligations under this Agreement, including, without limitation, its obligation to maintain accounts and provide accountings last day of the Loans pursuant to Section 2.2(d) and (e) above, that (1) Loans are disbursed by the Lending Company to the Borrowing Company in accordance then current Interest Period with the terms of the Notice of Borrowing, (2) payments on the Loans are made to the Lending Company when due, and (3) no prepayments of any Loans prior to the date that they are due and payable under Section 2.4(a) have occurred, unless the RTO is otherwise notified by either Company within seven Business Days of any such delayed disbursement, overdue payment, or receipt of a prepaymentrespect thereto.

Notice and Manner of Borrowing. (a) Whenever the Borrowing Company desires to borrow money hereunder, it Each Borrower requesting a Revolving Credit Loan shall give the RTO prior written or facsimile request (or verbal request promptly confirmed in writing or by facsimile) of such borrowing or reborrowing (a "Request for Borrowing"). Such Request for Borrowing shall be given by an Authorized Person, to the RTO prior to 10:00 a.m. (Wilmington, Delaware time). Any Request for Borrowing received after 10:00 a.m. shall be deemed received on the next Business Day. (b) The RTO, upon its receipt of a Request for Borrowing, shall determine if the requested funds are available and the interest rates in accordance with Section 2.3(a) of this Agreement (and related Interest Periods, if any) at which the Borrowing Company can borrow money in a principal amount equal to, and on the date of, the proposed borrowing or reborrowing described in each such Request for Borrowing, and shall notify the Lending Company of such interest rates and the related Interest Periods, if any, and the principal amount of the proposed borrowing or reborrowing Agent notice (a "Notice of Borrowing", in the form of Exhibit B hereto) at least (i) three (3) Business Days prior to the date it desires any Revolving Credit Loan to be made that will be a LIBOR Rate Loan, and (ii) one (1) Business Day prior to the date it desires any Revolving Credit Loan to be made that will be a Prime Revolver Loan, specifying: (A) the date on which such Revolving Credit Loan will be advanced (such Loan's "Borrowing Date"), (B) the principal amount of such Revolving Credit Loan, and (C) if a LIBOR Rate Loan, the duration of the LIBOR Rate Period elected by telephone (confirmed such Borrower in writing) or such Notice of Borrowing. Each Notice of Borrowing shall be irrevocable and shall be given to the Agent by facsimile no not later than 12:00 p.m. 11:00 a.m. (WilmingtonEastern Standard Time or Eastern Daylight Savings Time, Delaware timeas the case may be) on the day which is not less than the number of Business Day Days specified above for such notice. Each Borrowing Date shall be a Business Day, and for LIBOR Rate Loans shall be the proposed commencement date of the requested borrowing or reborrowingapplicable LIBOR Rate Period of such LIBOR Rate Loan. The RTO After receiving a Notice of Borrowing, the Agent shall promptly convey notify each Bank by telephone of such Notice of Borrowing and such Bank's Proportionate Revolving Credit Commitment for the principal amount of such Revolving Credit Loan. Each Bank shall, before 11:00 a.m. (Eastern Standard Time or Eastern Daylight Savings Time, as the case may be) on the Borrowing Date, deposit with the Agent such Bank's Proportionate Revolving Credit Commitment for the principal amount of such Revolving Credit Loan in immediately available funds. Upon fulfillment of all applicable conditions set forth herein and after receipt by the Agent of such funds, the Agent shall pay or deliver all funds so received to the Borrowing Company order of the information contained in Borrower that delivered the Notice of Borrowing by telephone (confirmed at the Principal Office of the Agent. Each Revolving Credit Loan that is a LIBOR Rate Loan which does not utilize the Revolving Credit Commitment in writing) or by facsimile. (c) On the date of each borrowing, the Lending Company will make available the full shall be in an amount of such borrowing or reborrowing not less than One Hundred Thousand Dollars ($100,000) and, if in immediately available funds to an amount greater than One Hundred Thousand Dollars ($100,000), shall be in whole multiples of Fifty Thousand Dollars ($50,000). Each Revolving Credit Loan that is a Prime Revolver Loan which does not utilize the Borrowing Company by depositing such Revolving Credit Commitment in full shall be in an amount of not less than Fifty Thousand Dollars ($50,000) and, if in the account an amount greater than Fifty Thousand Dollars ($50,000), shall be in whole multiples of the Borrowing Company by wire transfer via electronic funds transfer Ten Thousand Dollars (EFT$10,000). (d) The RTO shall maintain on its books a control account for each Company in which shall be recorded (i) the amount of each Loan made hereunder to each such Company, (ii) the interest rate applicable with respect to each Loan, (iii) the amount of any principal, interest or fees due or to become due from each Borrowing Company with respect to the Loans, and (iv) the amount of any sum received by each Lending Company hereunder in respect of any such principal, interest or fees due on such Loans. The entries made in the RTO's control accounts shall be prima facie evidence, in the absence of manifest error, of the existence and amounts of Obligations therein recorded and any payments thereon. (e) The RTO shall account to each Company on a quarterly basis with a statement of borrowings, interest rates, charges and payments made pursuant to this Agreement with respect to the Loans and Revolving Loan Commitment. An Authorized Person of the Companies shall review each quarterly accounting for accuracy within thirty days of receipt thereof from the RTO. Each such account rendered by the RTO shall be deemed final, binding and conclusive unless the RTO is notified by the Lending Company or the Borrowing Company within thirty days after the date the account is so rendered that either the Lending Company or the Borrowing Company disputes any item thereof. (f) The RTO shall be justified in assuming, for purposes of carrying out its duties and obligations under this Agreement, including, without limitation, its obligation to maintain accounts and provide accountings of the Loans pursuant to Section 2.2(d) and (e) above, that (1) Loans are disbursed by the Lending Company to the Borrowing Company in accordance with the terms of the Notice of Borrowing, (2) payments on the Loans are made to the Lending Company when due, and (3) no prepayments of any Loans prior to the date that they are due and payable under Section 2.4(a) have occurred, unless the RTO is otherwise notified by either Company within seven Business Days of any such delayed disbursement, overdue payment, or receipt of a prepayment.

Notice and Manner of Borrowing. (a1) Whenever the Borrowing Company desires to borrow money hereunder, it The Borrower shall give the RTO prior Agent (who shall promptly notify the Banks) telephonic notice (followed immediately by written or facsimile request (or verbal request promptly confirmed in writing or by facsimiletelex notice) of any request for a Revolving Loan under this Agreement at least five (5) Business Days before each Revolving Loan, specifying (i) the date, purpose and amount thereof, and (ii) the interest rate applicable to such borrowing or reborrowing (a "Request for Borrowing")Revolving Loan. Such Request for Borrowing shall be given by an Authorized Person, to the RTO prior to 10:00 a.m. (Wilmington, Delaware time). Any Request for Borrowing received after 10:00 a.m. shall be deemed received on the next Business Day. (b) The RTO, upon its receipt notice of a Request for Borrowing, shall determine if the requested funds are available and the interest rates in accordance with Section 2.3(a) of this Agreement (and related Interest Periods, if any) at which the Borrowing Company can borrow money in a principal amount equal to, and on the date of, the proposed borrowing or reborrowing described in each such Request for Borrowing, and shall notify the Lending Company of such interest rates and the related Interest Periods, if any, and the principal amount of the proposed borrowing or reborrowing (a "Notice of Borrowing") ------------------- shall be substantially in the form of Exhibit F hereto. Each such request --------- shall be accompanied by telephone a Compliance Certificate (confirmed the "Certificate") in writingthe ----------- form of Exhibit H hereto. At least three (3) Business Days before the end --------- of each Interest Period, the Borrower shall give the Agent (who shall promptly notify the Banks) a Notice of Borrowing with respect to the relevant Revolving Loan accruing at the Eurodollar Rate specifying the new Interest Period or, in the event that the relevant Revolving Loan is to accrue at the Corporate Base Rate, specifying the same. In the event that in any Notice of Borrowing hereunder the interest rate of the Revolving Loan to be advanced is not specified (or by facsimile no if Borrower is not entitled to request a Eurodollar Rate loan pursuant to the terms hereof), the Revolving Loan to be advanced shall accrue at the Corporate Base Rate. Each Revolving Loan shall be in an amount of at least One Million Dollars ($1,000,000) and integral multiples of One Hundred Thousand Dollars ($100,000) in excess thereof or, if less, the unused amount of the Revolving Loan Commitment. Not later than 12:00 p.m. 2:00 P.M. (Wilmington, Delaware St. Louis time) on the Business Day date of such Revolving Loan and upon fulfillment of the requested borrowing or reborrowing. The RTO shall promptly convey applicable conditions set forth herein, the Banks via the Agent will make such Revolving Loan available to the Borrowing Company the information contained in the Notice of Borrowing by telephone (confirmed in writing) or by facsimile. (c) On the date of each borrowing, the Lending Company will make available the amount of such borrowing or reborrowing Borrower in immediately available funds to the Borrowing Company by depositing such amount in the account of the Borrowing Company by wire transfer via electronic of federal funds transfer to the Borrower. Upon the request (EFTin writing) of the Borrower, the Agent and the Banks shall use their reasonable best efforts to make such Revolving Loans available to the Borrower prior to 2:00 P.M. (St. Louis time), provided, however, neither the -------- ------- Agent nor the Banks shall have any liability to the Borrower or any other Person for any failure to provide such funds prior to 2:00 P.M. (St. Louis time) pursuant to such request. All notices given under this Section 3.04 shall be irrevocable, and telephonic notices shall be given not later than 11:00 A.M. (St. Louis time) on the day which is not later than the number of Business Days specified above for such notice. If a Default or Event of Default exists hereunder, the Borrower shall not have the right to request a Eurodollar Rate of interest, the then current interest rate with respect to Revolving Loans then accruing at the Eurodollar Rate (if after the occurrence of an Event of Default) shall be revised to be the Eurodollar Rate plus five and one-quarter percent (5.25%) (as set forth in Section 3.04), and at the end of an Interest Period if such Default or Event of Default still exists, a Revolving Loan accruing at the Eurodollar Rate shall immediately and automatically, and without necessity of any further act by the Borrower, the Banks or the Agent be refinanced by a Revolving Loan accruing at the Corporate Base Rate (plus four percent (4%) if after the occurrence of an Event of Default) in the same principal amount, and any costs and expenses incurred by virtue of such refinancing (including without limitation the costs and expenses identified in Section 11.06(2)) shall be promptly paid by Borrower to the Agent on the demand of the Agent, and all the Revolving Loans shall thereafter accrue at the Corporate Base Rate (plus four percent (4%) if after the occurrence of an Event of Default). (d2) The RTO Anything in subsection (1) above to the contrary notwithstanding, (a) if the Agent shall maintain on its books a control account for each Company notify the Borrower that the introduction of or any change in which shall be recorded (i) or in the amount of each Loan made hereunder to each such Company, (ii) the interest rate applicable with respect to each Loan, (iii) the amount interpretation of any principallaw or regulation makes it unlawful, interest or fees due that any central bank or other governmental authority asserts that it is unlawful, for the Agent or any of the Banks to become due from each Borrowing Company perform its obligations hereunder with respect to the Loansmaking of a Revolving Loan accruing at the Eurodollar Rate or to fund or maintain a Revolving Loan at the Eurodollar Rate hereunder, and (iv) the amount right of any sum received by each Lending Company hereunder in respect of any such principalthe Borrower to select, interest continue or fees due on such Loans. The entries made in convert a Revolving Loan to the RTO's control accounts Eurodollar Rate shall be prima facie evidence, in suspended until the absence of manifest error, of Agent shall notify the existence and amounts of Obligations therein recorded and any payments thereon. (e) The RTO shall account to each Company on a quarterly basis with a statement of borrowings, interest rates, charges and payments made pursuant to this Agreement with respect to Borrower that the Loans and Revolving Loan Commitment. An Authorized Person of the Companies shall review each quarterly accounting for accuracy within thirty days of receipt thereof from the RTO. Each such account rendered by the RTO shall be deemed final, binding and conclusive unless the RTO is notified by the Lending Company or the Borrowing Company within thirty days after the date the account is so rendered that either the Lending Company or the Borrowing Company disputes any item thereof. (f) The RTO shall be justified in assuming, for purposes of carrying out its duties and obligations under this Agreement, including, without limitation, its obligation to maintain accounts and provide accountings of the Loans pursuant to Section 2.2(d) and (e) above, that (1) Loans are disbursed by the Lending Company to the Borrowing Company in accordance with the terms of the Notice of Borrowing, (2) payments on the Loans are made to the Lending Company when due, and (3) no prepayments of any Loans prior to the date that they are due and payable under Section 2.4(a) have occurred, unless the RTO is otherwise notified by either Company within seven Business Days of any such delayed disbursement, overdue payment, or receipt of a prepayment.circumstances causing such

Notice and Manner of Borrowing. (a) Whenever Upon the Borrowing Company desires terms and subject to borrow money hereunderthe conditions hereof, it Borrower shall give the RTO prior Lender irrevocable written or facsimile request notice (or verbal request promptly confirmed in writing or by facsimile"Advance Request") of each proposed Advance or rate conversion not later than 11:00 a.m., Miami time, (i) on the same Business Day as such proposed borrowing or reborrowing rate conversion to a Prime Rate Loan or a LIBOR Market Index Rate Loan and (ii) at least two Business Days before each proposed Advance or rate conversion to a "Request for Borrowing")LIBOR Loan. Such Request for Each such notice shall include or be accompanied by a Borrowing Base Certificate and specify (i) the date of such Advance or rate conversion, which shall be given by an Authorized Persona Business Day, (ii) the amount to be Advanced or converted, (iii) the RTO prior to 10:00 a.m. type of Loan (Wilmingtoni.e., Delaware time)Prime Rate Loan, LIBOR Loan or LIBOR Market Index Rate Loan) selected, (iv) for LIBOR Loans, that the LIBOR Period shall be for a period of one month, and (v) containing such other information as Lender shall reasonably request. Any Request for Borrowing Advance Requests received after 10:00 11:00 a.m. shall be deemed received on the next Business Day. . Once delivered, any Advance Request shall be irrevocable. All obligations hereunder and under the other Loan Documents shall constitute one general obligation of the Borrower. All outstanding Revolving Credit Loans shall either be Prime Rate Loans or LIBOR Market Index Rate Loans (bbut not both at any time) The RTO, upon its receipt of a Request for Borrowing, shall determine if the requested funds are available and the Term Loan shall either be a Prime Rate Loan or a LIBOR Loan (but not both at any time), all as elected by Borrower as provided herein. When the Prime Rate is selected, it shall be adjusted daily as applicable to reflect the Prime Rate and the Prime Rate shall continue to apply until another interest rates in accordance with Section 2.3(a) of this Agreement (rate option is selected pursuant to the terms hereof. When the Adjusted LIBOR Market Index Rate is selected, it shall be adjusted daily as applicable to reflect the LIBOR Market Index Rate and related Interest Periodsthe Adjusted LIBOR Market Index Rate shall continue to apply until another interest rate option is selected pursuant to the terms hereof. When the Adjusted LIBOR Rate is selected, if any) at which such rate shall be fixed for the Borrowing Company can borrow money in a principal amount equal to, and on the date of, the proposed borrowing or reborrowing described in each such Request for Borrowing, LIBOR Period and shall notify apply for successive LIBOR Periods at the Lending Company of such then prevailing successive rate until another interest rates and rate option is selected pursuant to the related Interest Periodsterms hereof. A LIBOR Loan may only be repaid, if any, and converted or renewed at the principal amount end of the proposed borrowing or reborrowing (a "Notice of Borrowing") LIBOR Period. All Loans shall initially be Prime Rate Loans unless otherwise requested by telephone (confirmed in writing) or by facsimile no later than 12:00 p.m. (Wilmington, Delaware time) on the Business Day of the requested borrowing or reborrowing. The RTO shall promptly convey to the Borrowing Company the information contained in the Notice of Borrowing by telephone (confirmed in writing) or by facsimileBorrower. (c) On the date of each borrowing, the Lending Company will make available the amount of such borrowing or reborrowing in immediately available funds to the Borrowing Company by depositing such amount in the account of the Borrowing Company by wire transfer via electronic funds transfer (EFT). (d) The RTO shall maintain on its books a control account for each Company in which shall be recorded (i) the amount of each Loan made hereunder to each such Company, (ii) the interest rate applicable with respect to each Loan, (iii) the amount of any principal, interest or fees due or to become due from each Borrowing Company with respect to the Loans, and (iv) the amount of any sum received by each Lending Company hereunder in respect of any such principal, interest or fees due on such Loans. The entries made in the RTO's control accounts shall be prima facie evidence, in the absence of manifest error, of the existence and amounts of Obligations therein recorded and any payments thereon. (e) The RTO shall account to each Company on a quarterly basis with a statement of borrowings, interest rates, charges and payments made pursuant to this Agreement with respect to the Loans and Revolving Loan Commitment. An Authorized Person of the Companies shall review each quarterly accounting for accuracy within thirty days of receipt thereof from the RTO. Each such account rendered by the RTO shall be deemed final, binding and conclusive unless the RTO is notified by the Lending Company or the Borrowing Company within thirty days after the date the account is so rendered that either the Lending Company or the Borrowing Company disputes any item thereof. (f) The RTO shall be justified in assuming, for purposes of carrying out its duties and obligations under this Agreement, including, without limitation, its obligation to maintain accounts and provide accountings of the Loans pursuant to Section 2.2(d) and (e) above, that (1) Loans are disbursed by the Lending Company to the Borrowing Company in accordance with the terms of the Notice of Borrowing, (2) payments on the Loans are made to the Lending Company when due, and (3) no prepayments of any Loans prior to the date that they are due and payable under Section 2.4(a) have occurred, unless the RTO is otherwise notified by either Company within seven Business Days of any such delayed disbursement, overdue payment, or receipt of a prepayment.

Notice and Manner of Borrowing. (a) Whenever the Borrowing Company desires to borrow money hereunder, it The Borrower shall give the RTO prior written or facsimile request Agent notice (or verbal request and the Agent shall promptly confirmed notify the Banks in writing or by facsimilewriting) of each borrowing hereunder: (i) in the case of a Loan that accrues interest based on a Daily Reset Libor Rate, by noon Central Time of the Business Day such borrowing Loan is to be disbursed to the Borrower, and (ii) in the case of a Loan that accrues interest at a rate other than a Daily Reset Libor Rate, at least three (3) Business Days before the Business Day such Loan is to be disbursed to the Borrower, and the Borrower shall specify and provide: (i) the proposed funding date of such Loan, (ii) the amount of such Loan and whether the Loan requested is a Revolving Credit Loan or reborrowing a Swingline Loan, (iii) if such Loan is to bear interest based on the Libor Rate, the Interest Period requested by the Borrower for such Loan, (iv) the then current total fair market value of the financial assets in the Securities Account and any and all other assets of the Borrower, (v) a "Request for Borrowing")Borrowing Base Certificate, substantially in the form of Exhibit D hereto, executed by an Authorized Officer of the Borrower providing the current Borrowing Base, stating that the Borrower is in compliance with all applicable leverage regulations of the 1940 Act, and providing Borrower’s current “Asset Coverage” pursuant to Section 18(h) of the 1940 Act; and (vi) only in the case of a Revolving Credit Loan, whether such Loan shall accrue interest at a Daily Reset Libor Rate. Such Request for Borrowing All notices given under this Section by the Borrower shall be irrevocable and shall be given by an Authorized Person, to the RTO prior to 10:00 not later than 11:00 a.m. (Wilmington, Delaware time). Any Request for Borrowing received after 10:00 a.m. shall be deemed received Central Time on the next day which is not less than the number of Business DayDays specified above for such notice. For purposes of this Section, the Borrower and the Banks agree that the Agent may rely and act upon any request for a Loan from any individual who the Agent, absent gross negligence or willful misconduct, believes to be a representative of the Borrower. (b) The RTONot later than 2:00 p.m., upon its receipt of a Request for BorrowingCentral Time, shall determine if the requested funds are available and the interest rates in accordance with Section 2.3(a) of this Agreement (and related Interest Periods, if any) at which the Borrowing Company can borrow money in a principal amount equal to, and on the date ofspecified for each borrowing hereunder, each Bank shall make available to the proposed borrowing or reborrowing described in each such Request for Borrowing, and shall notify Agent the Lending Company of such interest rates and the related Interest Periods, if any, and the principal amount of the proposed borrowing or reborrowing (a "Notice of Borrowing") Revolving Credit Loan to be made by telephone (confirmed in writing) or it on such date, at such account maintained by facsimile no later than 12:00 p.m. (Wilmingtonthe Agent as the Agent shall specify, Delaware time) on the Business Day of the requested borrowing or reborrowing. The RTO shall promptly convey to the Borrowing Company the information contained in the Notice of Borrowing by telephone (confirmed in writing) or by facsimile. (c) On the date of each borrowing, the Lending Company will make available the amount of such borrowing or reborrowing in immediately available funds to the Borrowing Company by depositing such amount in funds, for the account of the Borrowing Company Borrower. The amount so received by wire transfer via electronic funds transfer (EFT). (d) The RTO shall maintain on its books a control account for each Company in which shall be recorded (i) the amount of each Loan made hereunder to each such CompanyAgent shall, (ii) the interest rate applicable with respect to each Loan, (iii) the amount of any principal, interest or fees due or to become due from each Borrowing Company with respect subject to the Loans, terms and (iv) the amount conditions of any sum received by each Lending Company hereunder in respect of any such principal, interest or fees due on such Loans. The entries made in the RTO's control accounts shall be prima facie evidence, in the absence of manifest error, of the existence and amounts of Obligations therein recorded and any payments thereon. (e) The RTO shall account to each Company on a quarterly basis with a statement of borrowings, interest rates, charges and payments made pursuant to this Agreement with respect to the Loans and Revolving Loan Commitment. An Authorized Person of the Companies shall review each quarterly accounting for accuracy within thirty days of receipt thereof from the RTO. Each such account rendered by the RTO shall be deemed final, binding and conclusive unless the RTO is notified by the Lending Company or the Borrowing Company within thirty days after the date the account is so rendered that either the Lending Company or the Borrowing Company disputes any item thereof. (f) The RTO shall be justified in assuming, for purposes of carrying out its duties and obligations under this Agreement, includingpromptly be made available to the Borrower by depositing the same, without limitationin immediately available funds, its obligation to maintain in one or more accounts and provide accountings of the Loans pursuant to Section 2.2(d) and (e) above, that (1) Loans are disbursed by the Lending Company to the Borrowing Company in accordance Borrower maintained with the terms of the Notice of Borrowing, (2) payments on the Loans are made to the Lending Company when due, and (3) no prepayments of any Loans prior to the date that they are due and payable under Section 2.4(a) have occurred, unless the RTO is otherwise notified by either Company within seven Business Days of any such delayed disbursement, overdue payment, or receipt of a prepaymentAgent.

Notice and Manner of Borrowing. (a) Whenever the Borrowing Company a Borrower desires to borrow money hereunderrequest a Loan, it shall give the RTO prior CTO an irrevocable written or facsimile request (or verbal request promptly confirmed in writing or by facsimilewriting) of such borrowing or reborrowing Loan (a "“Request for Borrowing"”). Such Request for Borrowing shall be given by an Authorized Person, Person to the RTO CTO prior to 10:00 a.m. (Wilmington, Delaware timeEastern Standard Time). Any Request for Borrowing received after 10:00 a.m. shall be deemed received on the next Business Day. (b) The RTOCTO, upon its receipt of a Request for Borrowing, shall determine if the requested funds are available and the interest rates in accordance with Section 2.3(a) of this Agreement (and related Interest Periods, if any) at which for the Borrowing Company can borrow money in a principal amount equal to, and on the date of, the proposed borrowing or reborrowing Loan(s) described in each such Request for Borrowing, and shall notify the Lending Company Lender of such interest rates and the related Interest Periods, if any, and the principal amount of the proposed borrowing or reborrowing Loans to be made (a "“Notice of Borrowing"”) by telephone (confirmed in writing) or by facsimile no later than 12:00 p.m. (WilmingtonNew York, Delaware New York time) on the Business Day of the requested borrowing or reborrowingLoan. The RTO CTO shall promptly convey to the Borrowing Company Borrower the information contained in the Notice of Borrowing by telephone (confirmed in writing) or by facsimile). (c) On the date of each borrowingrequested Loan, the Lending Company will Lender may, in its sole discretion, make available the amount of such borrowing or reborrowing Loan in immediately available funds to the Borrowing Company Borrower by depositing such amount in the account of the Borrowing Company Borrower by wire transfer via electronic funds transfer (EFT). (d) The RTO CTO shall maintain on its books a control account for each Company Borrower in which shall be recorded (i) the amount and payment terms of each Loan made hereunder to each such CompanyBorrower, (ii) the interest rate applicable with respect to each Loan, (iii) the amount of any principal or interest due or to become due from such Borrower with respect to the Loans, (iv) the payment dates for any principal, interest or fees due or to become due from each Borrowing Company such Borrower with respect to the Loanseach Loan, and (ivv) the amount of any sum received by each Lending Company hereunder the Lender in respect of any such principal, interest or fees due on such Loans. The entries made in the RTO's CTO’s control accounts shall be prima facie evidence, in the absence of manifest error, of the existence and amounts of Obligations therein recorded and any payments thereon. Accordingly, the Companies acknowledge and agree that the payment terms and due dates set out in the CTO’s control accounts with respect to each Loan made hereunder shall be deemed incorporated by reference and shall govern as the payment terms and due dates for each such Loan made hereunder. (e) The RTO CTO shall account to each Company on a quarterly basis with a statement of borrowingsLoans, interest rates, charges and payments made pursuant to this Agreement with respect to the Loans and Revolving Loan CommitmentCap. An Authorized Person of the Companies shall review each quarterly accounting for accuracy within thirty days of receipt thereof from the RTOCTO. Each such account rendered by the RTO CTO shall be deemed final, binding and conclusive unless the RTO CTO is notified by the Lending Company Lender or the Borrowing Company Borrower within thirty days after the date the account is so rendered that either the Lending Company Lender or the Borrowing Company Borrower disputes any item thereof. (f) The RTO shall be justified in assumingCTO may assume, for purposes of carrying out its duties and obligations under this Agreement, including, without limitation, its obligation to maintain accounts and provide accountings of the Loans pursuant to Section 2.2(d) and (e) above, that (1) Loans are disbursed by the Lending Company each Lender to the Borrowing Company respective Borrower in accordance with the terms of the Notice of Borrowing, (2) payments on the Loans are made to the Lending Company each Lender when due, and (3) no prepayments of any Loans prior to the date that they are due and payable under Section 2.4(a) have occurred, unless the RTO CTO is otherwise notified by either Company within seven (7) Business Days of any such delayed disbursement, overdue payment, or receipt of a prepayment.

Notice and Manner of Borrowing. (a) Whenever The Revolving Credit Borrowers and the Borrowing Company desires to borrow money hereunder, it Term Loan Borrower shall give the RTO prior Administrative Agent at least three (3) Banking Days, written or telegraphic or facsimile request notice (or verbal request promptly confirmed in writing or by facsimileeffective upon receipt) of such borrowing or reborrowing (a "Request for Borrowing")any Loan to which the LIBOR Interest Rate applies. Such Request for Borrowing shall be given by an Authorized Person, to the RTO prior to 10:00 a.m. (Wilmington, Delaware time). Any Request for Borrowing received after 10:00 a.m. shall be deemed received on the next Business Day. (b) The RTO, upon its receipt of a Request for Borrowing, shall determine if the requested funds are available Revolving Credit Borrowers and the interest rates in accordance with Section 2.3(aTerm Loan Borrower shall give the Administrative Agent written or telegraphic or facsimile notice (effective upon receipt) of this Agreement (and related Interest Periods, if any) at any Loan to which the Borrowing Company can borrow money in a principal amount equal to, and on the date of, the proposed borrowing or reborrowing described in each such Request for Borrowing, and shall notify the Lending Company of such interest rates and the related Interest Periods, if any, and the principal amount of the proposed borrowing or reborrowing (a "Notice of Borrowing") Base Rate applies by telephone (confirmed in writing) or by facsimile no not later than 12:00 p.m. 10:00 A.M. (Wilmington, Delaware New York time) on the Business Day date of such Loan. Each of the requested borrowing or reborrowing. The RTO shall promptly convey to the foregoing notices (a "Borrowing Company the information contained in the Notice of Borrowing by telephone Notice") must specify: (confirmed in writing1) or by facsimile. (c) On the date of each borrowing, the Lending Company will make available and the amount of such Loan; (2) either that the Loan will bear interest at (a) the Base Rate plus the Applicable Margin or (b) the LIBOR Interest Rate plus the Applicable Margin; and (3) in the case of a LIBOR Loan, the initial Interest Period applicable thereto. Each borrowing of an LIBOR Loan shall be an amount not less than $1,000,000 or reborrowing whole multiples of $100,000 in excess thereof. Except for borrowings which utilize the full remaining amount of the Total Commitment, each borrowing of a Base Rate Loan shall be in an amount not less than $1,000,000, or if greater, whole multiples of $100,000 in excess thereof. The Administrative Agent will promptly notify each Bank of receipt by the Administrative Agent of a Borrowing Notice and of the contents thereof. Not later than 10:00 A.M. (New York time) on the date of a LIBOR Loan and 2:00 P.M. (New York time) on the date of a Base Rate Loan, each Bank will make available to the Administrative Agent at the Head Office in immediately available funds such Bank's Pro Rata Share of such Loan. After the Administrative Agent's receipt of such funds, not later than noon (New York time) on the date of a LIBOR Loan and 3:00 P.M. (New York time) on the date of a Base Rate Loan, and upon fulfillment of the applicable conditions set forth in Article VII, the Administrative Agent will make such Loan available to the Borrowing Company Revolving Credit Borrowers and the Term Loan Borrower, as applicable, in immediately available funds by depositing such crediting the amount in the thereof to an account of the Borrowing Company by wire transfer via electronic funds transfer (EFT). (d) The RTO shall maintain on its books a control account for each Company in which shall be recorded (i) the amount of each Loan made hereunder to each such Company, (ii) the interest rate applicable with respect to each Loan, (iii) the amount of any principal, interest or fees due or to become due from each Borrowing Company with respect to the Loans, and (iv) the amount of any sum received by each Lending Company hereunder in respect of any such principal, interest or fees due on such Loans. The entries made in the RTO's control accounts shall be prima facie evidence, in the absence of manifest error, of the existence and amounts of Obligations therein recorded and any payments thereon. (e) The RTO shall account to each Company on a quarterly basis with a statement of borrowings, interest rates, charges and payments made pursuant to this Agreement with respect to the Loans and Revolving Loan Commitment. An Authorized Person of the Companies shall review each quarterly accounting for accuracy within thirty days of receipt thereof from the RTO. Each such account rendered by the RTO shall be deemed final, binding and conclusive unless the RTO is notified by the Lending Company or the Borrowing Company within thirty days after the date the account is so rendered that either the Lending Company or the Borrowing Company disputes any item thereof. (f) The RTO shall be justified in assuming, for purposes of carrying out its duties and obligations under this Agreement, including, without limitation, its obligation to maintain accounts and provide accountings of the Loans pursuant to Section 2.2(d) and (e) above, that (1) Loans are disbursed by the Lending Company to the Borrowing Company in accordance Co-Borrowers with the terms of the Notice of Borrowing, (2) payments on the Loans are made to the Lending Company when due, and (3) no prepayments of any Loans prior to the date that they are due and payable under Section 2.4(a) have occurred, unless the RTO is otherwise notified by either Company within seven Business Days of any such delayed disbursement, overdue payment, or receipt of a prepaymentAdministrative Agent.

Notice and Manner of Borrowing. (a) Whenever the Borrowing Company desires to borrow money hereunder, it Borrower shall give the RTO prior written or facsimile request (or verbal request promptly confirmed notify Lender in writing or of its desire for an Advance by facsimile) of such borrowing or reborrowing (submitting to Lender a "completed Request for Borrowing")Advance executed by any person or persons authorized pursuant to Section 2.2. Such The Request for Borrowing Advance and any funding thereon shall be given by an Authorized Person, made in accordance with the Standard Procedures. Notwithstanding anything to the RTO prior contrary in the Standard Procedures or in this Agreement, Borrower shall deliver to 10:00 a.m. (Wilmington, Delaware time). Any Request for Borrowing received after 10:00 a.m. shall be deemed received on Lender the next Business Day. (b) The RTO, upon its receipt of a Request for Borrowing, shall determine if the requested funds are available and the interest rates related Collateral Loan Documents in accordance with Section 2.3(a3.2(c) no later than the deadline for Lender's receipt of the related Request for Advance and Loan Documents as set forth in said Standard Procedures, or in the event of a Wet Funding Advance, not later than two (2) Business Days after the date of the Advance. Prior to funding, Lender shall have at least one (1) Business Day to examine the Request for Advance and the related documents submitted in accordance with Section 3.2 and may reject such of them as do not meet the requirements of this Agreement or the terms of any Purchase Commitment as provided in Section 3.2(b). The Request for Advance may be sent by facsimile or telecopy transmission by Borrower to Lender and Lender shall be entitled to rely thereon. If the Request for Advance is initially given by facsimile or telecopy transmission, the original executed notice must be received by Lender within two (and related Interest Periods2) Business Days after Lender's receipt of the facsimile or telecopy transmission thereof. Advances made under the Line of Credit shall be by wire transfer to Borrower, to the bank account identified in the Request for Advance. Any such Advance shall be conclusively presumed to have been made to or for the benefit of Borrower when the Advance is deposited to the credit of such account. Notwithstanding anything in this Agreement to the contrary, Lender shall not be obligated to make an Advance unless such Advance can be matched by Lender to a specific Loan which has been closed or, if any) at which the Borrowing Company can borrow money in subject of a principal amount equal toWet Funding Advance, and on the date of, the proposed borrowing or reborrowing described in each such Request for Borrowing, and shall notify the Lending Company of such interest rates and the related Interest Periods, if any, and the principal amount of the proposed borrowing or reborrowing (a "Notice of Borrowing") by telephone (confirmed in writing) or by facsimile be closed no later than 12:00 p.m. (Wilmington, Delaware time) on the next Business Day of the requested borrowing or reborrowing. The RTO shall promptly convey to the Borrowing Company the information contained in the Notice of Borrowing by telephone (confirmed in writing) or by facsimile. (c) On following the date of each borrowing, the Lending Company will make available the amount of such borrowing or reborrowing in immediately available funds to the Borrowing Company by depositing such amount in the account of the Borrowing Company by wire transfer via electronic funds transfer (EFT)respective Advance. (d) The RTO shall maintain on its books a control account for each Company in which shall be recorded (i) the amount of each Loan made hereunder to each such Company, (ii) the interest rate applicable with respect to each Loan, (iii) the amount of any principal, interest or fees due or to become due from each Borrowing Company with respect to the Loans, and (iv) the amount of any sum received by each Lending Company hereunder in respect of any such principal, interest or fees due on such Loans. The entries made in the RTO's control accounts shall be prima facie evidence, in the absence of manifest error, of the existence and amounts of Obligations therein recorded and any payments thereon. (e) The RTO shall account to each Company on a quarterly basis with a statement of borrowings, interest rates, charges and payments made pursuant to this Agreement with respect to the Loans and Revolving Loan Commitment. An Authorized Person of the Companies shall review each quarterly accounting for accuracy within thirty days of receipt thereof from the RTO. Each such account rendered by the RTO shall be deemed final, binding and conclusive unless the RTO is notified by the Lending Company or the Borrowing Company within thirty days after the date the account is so rendered that either the Lending Company or the Borrowing Company disputes any item thereof. (f) The RTO shall be justified in assuming, for purposes of carrying out its duties and obligations under this Agreement, including, without limitation, its obligation to maintain accounts and provide accountings of the Loans pursuant to Section 2.2(d) and (e) above, that (1) Loans are disbursed by the Lending Company to the Borrowing Company in accordance with the terms of the Notice of Borrowing, (2) payments on the Loans are made to the Lending Company when due, and (3) no prepayments of any Loans prior to the date that they are due and payable under Section 2.4(a) have occurred, unless the RTO is otherwise notified by either Company within seven Business Days of any such delayed disbursement, overdue payment, or receipt of a prepayment.

Notice and Manner of Borrowing. (a1) Whenever the Borrowing Company Borrower desires to borrow money hereunderobtain or continue a Prime Rate Loan or a LIBOR Rate Loan (collectively, it shall give the RTO prior written or facsimile request (or verbal request promptly confirmed in writing or by facsimile) of such borrowing or reborrowing (a "Request Loan") hereunder or convert an outstanding Loan into a Loan of a different type provided for Borrowing"). Such Request for Borrowing in this Agreement, Borrower shall notify Lender (which notice shall be given irrevocable) by an Authorized Persontelex, to the RTO prior to 10:00 a.m. telegraph or telephone (Wilmington, Delaware time). Any Request for Borrowing received after 10:00 a.m. shall be deemed received on the next Business Day. (b) The RTO, upon its receipt of a Request for Borrowing, shall determine if the requested funds are available and the interest rates in accordance with Section 2.3(a) of this Agreement (and related Interest Periods, if any) at which the Borrowing Company can borrow money in a principal amount equal to, and on the date of, the proposed borrowing or reborrowing described in each such Request for Borrowing, and shall notify the Lending Company of such interest rates and the related Interest Periods, if any, and the principal amount of the proposed borrowing or reborrowing (a "Notice of BorrowingBorrowing or Conversion") by telephone (confirmed in writing) or by facsimile received no later than 12:00 2:00 p.m. (WilmingtonWaterbury, Delaware Connecticut time) (a) on the date which the requested Loan is to be made or continued as or converted to a Prime Rate Loan, or (b) two (2) Business Day Days prior to the date which the requested Loan is to be made or continued as or converted to a LIBOR Rate Loan. Such notice shall specify (A) the effective date and amount of each Revolving Credit Loan to be continued or converted, (B) the interest rate option to be applicable thereto, and (C) the duration of the requested borrowing applicable Interest Period (Lender reserves the right to limit the duration of the Interest Period on any LIBOR Rate Loan to one (1) month); (2) Whenever Borrower chooses a LIBOR Rate Loan (whether as a new Loan, as a continuation of an outstanding LIBOR Rate Loan, or reborrowingas a conversion of an outstanding Prime Rate Loan), such LIBOR Rate Loan shall be automatically renewed at the end of the applicable Interest Period for the same Interest Period unless Borrower notifies Lender in writing that it wishes to choose a different Interest Period or to convert the LIBOR Rate Loan to a Prime Rate Loan. The RTO Any Interest Period which begins on a day for which there is no numerically corresponding day in the calendar month during which such Interest Period is to end, shall promptly convey end of the last day of such calendar month; and {W1772792;7} (3) Subject to the Borrowing Company terms and conditions hereof, Lender shall make each Revolving Credit Loan on the information contained in the Notice of Borrowing effective date specified therefor by telephone (confirmed in writing) or by facsimile. (c) On the date of each borrowing, the Lending Company will make available crediting the amount of such borrowing or reborrowing in immediately available funds Loan to the Borrowing Company by depositing such amount in the Borrower's operating account of the Borrowing Company by wire transfer via electronic funds transfer (EFT)with Lender. (d) The RTO shall maintain on its books a control account for each Company in which shall be recorded (i) the amount of each Loan made hereunder to each such Company, (ii) the interest rate applicable with respect to each Loan, (iii) the amount of any principal, interest or fees due or to become due from each Borrowing Company with respect to the Loans, and (iv) the amount of any sum received by each Lending Company hereunder in respect of any such principal, interest or fees due on such Loans. The entries made in the RTO's control accounts shall be prima facie evidence, in the absence of manifest error, of the existence and amounts of Obligations therein recorded and any payments thereon. (e) The RTO shall account to each Company on a quarterly basis with a statement of borrowings, interest rates, charges and payments made pursuant to this Agreement with respect to the Loans and Revolving Loan Commitment. An Authorized Person of the Companies shall review each quarterly accounting for accuracy within thirty days of receipt thereof from the RTO. Each such account rendered by the RTO shall be deemed final, binding and conclusive unless the RTO is notified by the Lending Company or the Borrowing Company within thirty days after the date the account is so rendered that either the Lending Company or the Borrowing Company disputes any item thereof. (f) The RTO shall be justified in assuming, for purposes of carrying out its duties and obligations under this Agreement, including, without limitation, its obligation to maintain accounts and provide accountings of the Loans pursuant to Section 2.2(d) and (e) above, that (1) Loans are disbursed by the Lending Company to the Borrowing Company in accordance with the terms of the Notice of Borrowing, (2) payments on the Loans are made to the Lending Company when due, and (3) no prepayments of any Loans prior to the date that they are due and payable under Section 2.4(a) have occurred, unless the RTO is otherwise notified by either Company within seven Business Days of any such delayed disbursement, overdue payment, or receipt of a prepayment.

Notice and Manner of Borrowing. (a) Whenever the Borrowing Company desires to borrow money hereunder, it shall give the RTO CTO prior written or facsimile request (or verbal request promptly confirmed in writing or by facsimile) of such borrowing or reborrowing (a "Request for Borrowing"). Such Request for Borrowing shall be given by an Authorized Person, to the RTO CTO prior to 10:00 a.m. (WilmingtonNew York, Delaware New York time). Any Request for Borrowing received after 10:00 a.m. shall be deemed received on the next Business Day. (b) The RTOCTO, upon its receipt of a Request for Borrowing, shall determine if the requested funds are available and the interest rates in accordance with Section 2.3(a) of this Agreement (and related Interest Periods, if any) at which the Borrowing Company can borrow money in a principal amount equal to, and on the date of, the proposed borrowing or reborrowing described in each such Request for Borrowing, and shall notify the Lending Company of such interest rates and the related Interest Periods, if any, and the principal amount of the proposed borrowing or reborrowing (a "Notice of Borrowing") by telephone (confirmed in writing) or by facsimile no later than 12:00 p.m. (WilmingtonNew York, Delaware New York time) on the Business Day of the requested borrowing or reborrowing. The RTO CTO shall promptly convey to the Borrowing Company the information contained in the Notice of Borrowing by telephone (confirmed in writing) or by facsimile. (c) On the date of each borrowing, the Lending Company will make available the amount of such borrowing or reborrowing in immediately available funds to the Borrowing Company by depositing such amount in the account of the Borrowing Company by wire transfer via electronic funds transfer (EFT). (d) The RTO CTO shall maintain on its books a control account for each Company in which shall be recorded (i) the amount and payment terms of each Loan made hereunder to each such Company, (ii) the interest rate applicable with respect to each Loan, (iii) the amount of any principal or interest due or to become due from each Borrowing Company with respect to the Loans, (iv) the payment dates for any principal, interest or fees due or to become due from each Borrowing Company with respect to the Loanseach Loan made hereunder, and (ivv) the amount of any sum received by each Lending Company hereunder in respect of any such principal, interest or fees due on such Loans. The entries made in the RTOCTO's control accounts shall be prima facie evidence, in the absence of manifest error, of the existence and amounts of Obligations therein recorded and any payments thereon. Accordingly, the Companies acknowledge and agree that the payment terms and due dates set out in the CTO’s control accounts with respect to each Loan made hereunder shall be deemed incorporated by reference and shall govern as the payment terms and due dates for each such Loan made hereunder. (e) The RTO CTO shall account to each Company on a quarterly basis with a statement of borrowings, interest rates, charges and payments made pursuant to this Agreement with respect to the Loans and Revolving Loan Commitment. An Authorized Person of the Companies shall review each quarterly accounting for accuracy within thirty days of receipt thereof from the RTOCTO. Each such account rendered by the RTO CTO shall be deemed final, binding and conclusive unless the RTO CTO is notified by the Lending Company or the Borrowing Company within thirty days after the date the account is so rendered that either the Lending Company or the Borrowing Company disputes any item thereof. (f) The RTO CTO shall be justified in assuming, for purposes of carrying out its duties and obligations under this Agreement, including, without limitation, its obligation to maintain accounts and provide accountings of the Loans pursuant to Section 2.2(d) and (e) above, that (1) Loans are disbursed by the Lending Company to the Borrowing Company in accordance with the terms of the Notice of Borrowing, (2) payments on the Loans are made to the Lending Company when due, and (3) no prepayments of any Loans prior to the date that they are due and payable under Section 2.4(a) have occurred, unless the RTO CTO is otherwise notified by either Company within seven Business Days of any such delayed disbursement, overdue payment, or receipt of a prepayment.

Notice and Manner of Borrowing. (a) Whenever the Borrowing Company desires to borrow money hereunder, it shall give the RTO prior a written or facsimile request (or request(or verbal request promptly confirmed in writing or by facsimile) of such borrowing or reborrowing (a "“Request for Borrowing"”). Such Request for Borrowing shall be given by an Authorized Person, Person to the RTO prior to 10:00 a.m. (Wilmington, Delaware time). Any Request for Borrowing received after 10:00 a.m. shall be deemed received on the next Business Day. (b) The RTO, upon its receipt of a Request for Borrowing, shall determine if the requested funds are available and the interest rates in accordance with Section 2.3(a) of this Agreement (and related Interest Periods, if any) at which the Borrowing Company can borrow money in a principal amount equal to, and on the date of, the proposed borrowing or reborrowing described in each such Request for Borrowing, and shall notify the Lending Company of such interest rates and the related Interest Periods, if any, and the principal amount of the proposed borrowing or reborrowing (a "“Notice of Borrowing"”) by telephone (confirmed in writing) or by facsimile no later than 12:00 12 p.m. (Wilmington, Delaware time) on the Business Day of the requested borrowing or reborrowing. The RTO shall promptly convey to the Borrowing Company the information contained in the Notice of Borrowing by telephone (confirmed in writing) or by facsimile. (c) On the date of each borrowing, the Lending Company will make available the amount of such borrowing or reborrowing in immediately available funds to the Borrowing Company by depositing such amount in the account of the Borrowing Company by wire transfer via electronic funds transfer (EFT). (d) The RTO shall maintain on its books a control account for each Company in which shall be recorded (i) the amount and payment terms of each Loan made hereunder to each such Company, (ii) the interest rate applicable with respect to each Loan, (iii) the amount of any principal, interest or fees due or to become due from each Borrowing Company with respect to the Loans, (iv) the payment dates for any principal, interest or fees due or to become due from each Borrowing Company with respect to each Loan made hereunder, and (ivv) the amount of any sum received by each Lending Company hereunder in respect of any such principal, interest or fees due on such Loans. The entries made in the RTO's ’s control accounts shall be prima facie evidence, in the absence of manifest error, of the existence and amounts of Obligations therein recorded and any payments thereon. Accordingly, the Companies acknowledge and agree that the payment terms and due dates set out in the RTO’s control accounts with respect to each Loan made hereunder shall be deemed incorporated herein by this reference and shall govern as the payment terms and due dates for each such Loan made hereunder. (e) The RTO shall account to each Company on a quarterly basis with a statement of borrowings, interest rates, charges and payments made pursuant to this Agreement with respect to the Loans and Revolving Loan Commitment. An Authorized Person of the Companies shall review each quarterly accounting for accuracy within thirty days of receipt thereof from the RTO. Each such account rendered by the RTO shall be deemed final, binding and conclusive unless the RTO is notified by the Lending Company or the Borrowing Company within thirty days after the date the account is so rendered that either the Lending Company or the Borrowing Company disputes any item thereof. Disputes for which the RTO receives notice in accordance with this Section 2.2(e) will be settled in accordance with Section 7.5 only if an amicable understanding cannot be reached by the parties within sixty (60) days of receipt of the notice of dispute. (f) The RTO shall be justified in assuming, for purposes of carrying out its duties and obligations under this Agreement, including, without limitation, its obligation to maintain accounts and provide accountings of the Loans pursuant to Section 2.2(d) and (e) above, that (1) Loans are disbursed by the Lending Company to the Borrowing Company in accordance with the terms of the Notice of Borrowing, (2) payments on the Loans are made to the Lending Company when due, and (3) no prepayments of any Loans prior to the date that they are due and payable under Section 2.4(a) have occurred, unless the RTO is otherwise notified by either Company within seven Business Days of any such delayed disbursement, overdue payment, or receipt of a prepayment.