Common use of Borrowing Mechanics Clause in Contracts

Borrowing Mechanics. (i) Borrower shall give notice to the Administrative Agent, which may be given by (A) telephone or (B) delivering a fully executed Funding Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Funding Notice. Each such Funding Notice must be received by the Administrative Agent no later than 10:00 a.m. (or, solely in the case where the Credit Date is the Closing Date, 3:00 p.m.) at least three Business Days in advance of the proposed Credit Date in the case of a Loan that is a LIBOR Rate Loan, and no later than 9:00 a.m. on the proposed Credit Date in the case of a Loan that is a Base Rate Loan; provided, however, that if Borrower wishes to request LIBOR Rate Loans having an Interest Period other than one, two, three or six months in duration, as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 10:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of the applicable Tranche of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation of the Loans of any Tranche, the Administrative Agent shall notify Borrower (which notice may be by telephone to be followed by confirmation in writing) whether or not the requested Interest Period has been consented to by all the Lenders of such Tranche. Each Borrowing of Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Borrower shall be bound to make a borrowing in accordance with a Funding Notice for a Loan that is a LIBOR Rate Loan, unless such Funding Notice is revoked by Borrower prior to the occurrence of the applicable Credit Extension; provided that any such revocation shall be subject to the terms of Section 2.14(e). Promptly upon receipt by Administrative Agent of any Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders may act without liability upon the basis of written, or telecopied notice believed by Administrative Agent in good faith to be from Borrower (or from any Authorized Officer thereof designated in writing purportedly from Borrower to Administrative Agent), it being understood that no Lender nor Administrative Agent shall be obligated in any manner with respect to the funding of any Loan in the absence of the receipt by Administrative Agent of a completed and executed Funding Notice. Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of Borrower, until Administrative Agent and such Lenders receive written notice to the contrary. Administrative Agent and Lenders shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice.

Borrowing Mechanics. (A) Base Rate Advances shall be made to a Borrower on irrevocable telephonic or written notice given to Agent by such Borrower not later than 12:00 noon, Chicago time, on the Business Day on which the proposed Base Rate Advance is requested to be made. At any time prior to the occurrence of a Default or an Event of Default, a Borrower may request the continuation of a LIBOR Rate Advance or the conversion of any Advance from one Type of Advance to another pursuant to this Agreement; provided that (i) Borrower shall give notice to the Administrative Agent, which conversions of all or any portion of a LIBOR Rate Advance may be given by made only as of the last date of the Interest Period applicable thereto; (Aii) telephone such continuation or conversion would not violate any other provisions of this Agreement; and (Biii) delivering a fully executed Funding Notice; provided that without limiting Subsections 9.1 or 9.2 or any telephonic notice must be confirmed promptly by delivery to other rights and remedies of Agent and each Lender, after the Administrative Agent occurrence of a Funding NoticeDefault or Event of Default, such a continuation or conversion may only be made with the consent of the Agent. Each such Funding Notice must LIBOR Rate Advances, and any continuations of, or conversions to LIBOR Rate Advances, shall be received in an aggregate principal amount of $1,000,000 or an integral multiple thereof. LIBOR Rate Advances, or continuation of any LIBOR Rate Advance, or conversion of any Base Rate Advance to a LIBOR Rate Advance, may be made upon irrevocable written notice given to Agent by the Administrative Agent a Borrower no later than 10:00 a.m. (or12:00 noon, solely in the case where the Credit Date is the Closing Date, 3:00 p.m.) at least three Business Days in advance of the proposed Credit Date in the case of a Loan that is a LIBOR Rate Loan, and no later than 9:00 a.m. on the proposed Credit Date in the case of a Loan that is a Base Rate Loan; provided, however, that if Borrower wishes to request LIBOR Rate Loans having an Interest Period other than one, twoChicago time, three or six months in duration, as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 10:00 a.m. four Business Days prior to the commencement of the Interest Period applicable thereto. In each such notice, such Borrower shall specify, as to continuations and conversions, the amount of the Advance to be so continued or converted, as to new LIBOR Rate Advances, the requested date principal amount thereof, and in any case the applicable Interest Period, and the first and last day of such Borrowingthe Interest Period, conversion or continuation, whereupon each of which shall be a Business Day. LIBOR Rate Advances shall automatically convert to Base Rate Advances at the Administrative Agent shall give prompt notice to the Lenders end of the applicable Tranche of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m., three Business Days before unless such Borrower gives the requested date of such Borrowing, conversion or continuation of the Loans of any Tranche, the Administrative Agent shall notify Borrower (which requisite notice may be by telephone to be followed by confirmation in writing) whether or not the requested Interest Period has been consented to by all the Lenders of such Tranche. Each Borrowing of Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Borrower shall be bound to make a borrowing in accordance with a Funding Notice for a Loan that is a the procedures set forth above to continue the same as LIBOR Rate Loan, unless such Funding Notice is revoked by Advances. No Borrower prior to the occurrence of the applicable Credit Extension; provided that any such revocation shall be subject to the terms of Section 2.14(e). Promptly upon receipt by Administrative Agent of any Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders may act without liability upon the basis of written, or telecopied notice believed by Administrative Agent in good faith to be from Borrower (or from any Authorized Officer thereof designated in writing purportedly from Borrower to Administrative Agent), it being understood that no Lender nor Administrative Agent shall be obligated in any manner with respect to the funding of any Loan in the absence of the receipt by Administrative Agent of a completed and executed Funding Notice. Administrative Agent and each Lender shall be entitled to rely conclusively on elect any Authorized Officer’s authority Interest Period with respect to request a Loan on behalf LIBOR Rate Advance if the provisions of Borrower, until Administrative Agent and this Agreement would require such Lenders receive written notice Borrower to repay or prepay any portion of such LIBOR Rate Advance prior to the contrary. Administrative Agent and Lenders shall have no duty to verify the authenticity end of the signature appearing on any written Funding Noticesuch Interest Period.

Borrowing Mechanics. (i) Borrower Each Loan shall give notice be made as part of a Borrowing consisting of Loans of the same Class and Type made by the Lenders of such Class proportionately to their applicable Pro Rata Shares. At the Administrative Agentcommencement of each Interest Period for any Eurodollar Rate Borrowing, which may such Borrowing shall be given by (A) telephone in an aggregate amount of $5,000,000 or (B) delivering a fully executed Funding Noticean integral multiple of $1,000,000 in excess of such amount; provided that any telephonic notice must a Eurodollar Rate Borrowing that results from a continuation of an outstanding Eurodollar Rate Borrowing may be confirmed promptly by delivery in an aggregate amount that is equal to the amount of such outstanding Borrowing. To request a Borrowing, the Borrower shall deliver to the Administrative Agent of a Funding Notice. Each such fully completed and executed Funding Notice must be received by the Administrative Agent no later than 10:00 a.m. (or, solely A) in the case where the Credit Date is the Closing Dateof a Eurodollar Rate Borrowing, 3:00 p.m.not later than 1:00 p.m. (New York City time) at least three Business Days in advance of the proposed Credit Date (which shall be a Business Day) (or, in the case of a Loan that is Tranche B Term Borrowing, such shorter period as may be acceptable to the Administrative Agent) and (B) in the case of a LIBOR Base Rate LoanBorrowing, and no not later than 9:00 a.m. 1:00 p.m. (New York City time) on the proposed Credit Date (which shall be a Business Day) (or, in the case each case, with respect to any Borrowing of a Loan that is a Base Rate Loan; providedIncremental Term Loans or Refinancing Term Loans, however, that if Borrower wishes to request LIBOR Rate Loans having an Interest Period other than one, two, three or six months in duration, as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 10:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent other time as shall give prompt notice to the Lenders of be specified therefor in the applicable Tranche of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m., three Business Days before the requested date of such Borrowing, conversion Incremental Facility Agreement or continuation of the Loans of any Tranche, the Administrative Agent shall notify Borrower (which notice may be by telephone to be followed by confirmation in writing) whether or not the requested Interest Period has been consented to by all the Lenders of such Tranche. Each Borrowing of Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Borrower shall be bound to make a borrowing in accordance with a Funding Notice for a Loan that is a LIBOR Rate Loan, unless such Funding Notice is revoked by Borrower prior to the occurrence of the applicable Credit Extension; provided that any such revocation shall be subject to the terms of Section 2.14(eRefinancing Facility Agreement). Promptly upon receipt by the Administrative Agent of any a Funding NoticeNotice in accordance with this paragraph, the Administrative Agent shall notify each Lender of the proposed borrowingapplicable Class of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Following delivery of a Funding Notice for a Eurodollar Rate Borrowing, any failure to make such Borrowing shall be subject to Section 2.17(c). Each Lender shall make the principal amount of each Loan required to be made by it hereunder on any Credit Date available to the Administrative Agent and Lenders may act without liability upon the basis of writtennot later than 2:00 p.m. (New York City time) on such Credit Date (or, or telecopied notice believed by Administrative Agent in good faith to be from Borrower (or from any Authorized Officer thereof designated in writing purportedly from Borrower to Administrative Agent), it being understood that no Lender nor Administrative Agent shall be obligated in any manner with respect to the funding any Borrowing of any Loan Incremental Term Loans or Refinancing Term Loans, not later than such other time as shall be specified therefor in the absence applicable Incremental Facility Agreement or Refinancing Facility Agreement) by wire transfer of same day funds in Dollars to the account of the receipt by Administrative Agent of a completed and executed most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make each such Loan available to the Borrower by promptly remitting the amounts so received, in like funds, to the account specified by the Borrower in the applicable Funding Notice. Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of Borrower, until Administrative Agent and such Lenders receive written notice to the contrary[Reserved]. Administrative Agent and Lenders shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice[Reserved].

Borrowing Mechanics. (i) Borrower Acquisition Loans and Working Capital Loans made on any Funding Date shall give notice be in an aggregate minimum amount of $250,000 and integral multiples of $50,000 in excess of that amount; Hedge Loans shall be in an amount equal to the Administrative Agent, which may current Margin Excess; Interest Shortfall Loans shall be given by in an amount not to exceed the difference between the Available Balance (Aas defined in the Paying Agent Agreement) telephone or (B) delivering a fully executed Funding Notice; provided that any telephonic notice must be confirmed promptly by delivery to in the Administrative Agent Collection Account as of a Funding Notice. Each such Funding Notice must Cut-Off Date and the amount to be received distributed therefrom on the next succeeding Interest Payment Date, pursuant to Section 2.5 or Section 2.6, as the case may be, of the Warehouse Agreement; and Loans evidenced by the Administrative Agent Interest Capitalization Notes and Hedge Interest Capitalization Notes shall be in the respective amounts calculated according to Section 2.2C of this Agreement; provided, however, that unless consented to by Requisite Lenders, Company shall use its best efforts to request Loans be made no more than once each month, and Loans shall be made on the next succeeding Interest Payment Date based on estimated requirements or on any other day of the month if the Loan is an Interim Hedge Loan. Whenever Company desires that Lenders make an Interim Hedge Loan, it shall deliver to each Lender a Notice of Borrowing no later than 10:00 a.m. 12:00 noon (or, solely New York time) on the Business Day at least one (1) Business Day in advance of the case where the Credit Date is the Closing proposed Funding Date, 3:00 p.m.in which case Lenders shall fund such Loan by 12:00 noon (New York time) on the Funding Date. Whenever Company desires that Lenders make an Interest Shortfall Loan, it shall deliver to each Lender a Notice of Borrowing no later than 5:00 p.m. (New York time) on the Business Day at least three two (2) Business Days in advance of the next succeeding Interest Payment Date, in which case Lenders shall fund such Loan by 5:30 p.m. (New York time) on the Funding Date, which shall be at least one (1) Business Day prior to the Interest Payment Date. Whenever Company desires that Lenders make any Loan other than an Interim Hedge Loan or an Interest Shortfall Loan, it shall deliver to each Lender a Notice of Borrowing no later than 12:00 noon (New York time) on the Business Day at least two (2) Business Days in advance of the proposed Credit Funding Date, in which case Lenders shall fund such Loan by 12:00 noon (New York time) on the Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) whether the request is for an Acquisition Loan, an Interest Shortfall Loan, a Hedge Loan and/or a Working Capital Loan, (iii) the total amount of Loans requested, (iv) the amount allocable to each Loan Category, (v) a description of the use of proceeds of the requested Loans (and in the case of Acquisition Loans, sufficient additional detail to describe the underlying transaction) and (vi) a Loan that is a LIBOR Rate Loanreconciliation of the use of proceeds of the Loans, and no later than 9:00 a.m. on excluding any Working Capital Loans, made with the proposed Credit Date in the case of a Loan that is a Base Rate Loan; provided, however, that if Borrower wishes to request LIBOR Rate Loans having an Interest Period other than one, two, three or six months in duration, as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 10:00 a.m. four Business Days preceding borrowing. Company shall notify each Lender prior to the requested date funding of such Borrowing, conversion or continuation, whereupon any Loans if any of the Administrative Agent shall give prompt notice matters to which Company is required to certify in the Lenders applicable Notice of Borrowing is no longer true and correct as of the applicable Tranche of such request Funding Date, and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation acceptance by Company of the Loans proceeds of any Tranche, the Administrative Agent shall notify Borrower (which notice may be by telephone to be followed by confirmation in writing) whether or not the requested Interest Period has been consented to by all the Lenders of such Tranche. Each Borrowing of Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. A Notice of Borrowing shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Borrower irrevocable and Company shall be bound to make a borrowing in accordance with a Funding Notice for a Loan that is a LIBOR Rate Loan, unless such Funding Notice is revoked by Borrower prior to the occurrence of the applicable Credit Extension; provided that any such revocation shall be subject to the terms of Section 2.14(e). Promptly upon receipt by Administrative Agent of any Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders may act without liability upon the basis of written, or telecopied notice believed by Administrative Agent in good faith to be from Borrower (or from any Authorized Officer thereof designated in writing purportedly from Borrower to Administrative Agent), it being understood that no Lender nor Administrative Agent shall be obligated in any manner with respect to the funding of any Loan in the absence of the receipt by Administrative Agent of a completed and executed Funding Notice. Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of Borrower, until Administrative Agent and such Lenders receive written notice to the contrary. Administrative Agent and Lenders shall have no duty to verify the authenticity of the signature appearing on any written Funding Noticetherewith.

Borrowing Mechanics. (i) Borrower shall give notice to the Administrative Agent, which may be given by (A) telephone or (B) delivering a fully executed Funding Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Funding Notice. Each such Funding Notice must be received by the Administrative Agent no later than 10:00 a.m. (or, solely in the case where the Credit Date is the Closing Date, 3:00 p.m.) at least three Business Days in advance of the proposed Credit Date in the case of a Loan that is a LIBOR Rate Loan, and no later than 9:00 a.m. on the proposed Credit Date in the case of a Loan that is a Base Rate Loan; provided, however, that if Borrower wishes to request LIBOR Rate Loans having an Interest Period other than one, two, three or six months in duration, as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 10:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of the applicable Tranche of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation of the Loans of any Tranche, the Administrative Agent shall notify Borrower (which notice may be by telephone to be followed by confirmation in writing) whether or not the requested Interest Period has been consented to by all the Lenders of such Tranche. Each Borrowing of Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Borrower shall be bound to make a borrowing in accordance with a Funding Notice for a Loan that is a LIBOR Rate Loan, unless such Funding Notice is revoked by Borrower prior to the occurrence of the applicable Credit Extension; provided that any such revocation shall be subject to the terms of Section 2.14(e2.14(c). Promptly upon receipt by Administrative Agent of any Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders may act without liability upon the basis of written, or telecopied notice believed by Administrative Agent in good faith to be from Borrower (or from any Authorized Officer thereof designated in writing purportedly from Borrower to Administrative Agent), it being understood that no Lender nor Administrative Agent shall be obligated in any manner with respect to the funding of any Loan in the absence of the receipt by Administrative Agent of a completed and executed Funding Notice. Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of Borrower, until Administrative Agent and such Lenders receive written notice to the contrary. Administrative Agent and Lenders shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice.

Borrowing Mechanics. (i) Borrower shall give notice to the Administrative Agent, which may be given by (A) telephone or (B) delivering a fully executed Funding Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Funding Notice. Each such Funding Notice must be received by the Administrative Agent no later than 10:00 a.m. (or, solely in the case where the Credit Date is the Closing Date, 3:00 p.m.) at least three Business Days in advance of the proposed Credit Date in the case of a Loan that is a LIBOR Rate Loan, and no later than 9:00 a.m. on the proposed Credit Date in the case of a Loan that is a Base Rate Loan; provided, however, that if Borrower wishes Advances shall be made on irrevocable telephonic or written notice given to request LIBOR Rate Loans having an Interest Period other than one, two, three or six months in duration, as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 10:00 a.m. four 12:00 noon, Chicago time, on the Business Day on which the proposed Base Rate Advance is requested to be made. At any time prior to the occurrence of a Default or an Event of Default, Borrower may request the continuation of a LIBOR Rate Advance or the conversion of any Advance from one Type of Advance to another pursuant to this Agreement; provided that (i) conversions of all or any portion of a LIBOR Rate Advance may be made only as of the last date of the Interest Period applicable thereto; (ii) such continuation or conversion would not violate any other provisions of this Agreement; and (iii) without limiting Subsections 9.1 or 9.2 or any other rights and remedies of Agent and each Lender, after the occurrence of a Default or Event of Default, such a continuation or conversion may only be made with the consent of Agent. LIBOR Rate Advances, and any continuations of, or conversions to LIBOR Rate Advances, shall be in an aggregate principal amount of $1,000,000 or an integral multiple thereof. LIBOR Rate Advances, or continuation of any LIBOR Rate Advance, or conversion of any Base Rate Advance to a LIBOR Rate Advance, may be made upon irrevocable written notice given to Agent by Borrower no later than 12:00 noon, Chicago time, three Business Days prior to the commencement of the Interest Period applicable thereto. In each such notice, Borrower shall specify, as to continuations and conversions, the amount of the Advance to be so continued or converted, as to new LIBOR Rate Advances, the requested date principal amount thereof, and in any case the applicable Interest Period, and the first and last day of such Borrowingthe Interest Period, conversion or continuation, whereupon each of which shall be a Business Day. LIBOR Rate Advances shall automatically convert to Base Rate Advances at the Administrative Agent shall give prompt notice to the Lenders end of the applicable Tranche of such request and determine whether the requested Interest Period is acceptable unless Borrower gives the requisite notice in accordance with the procedures set forth above to all of them. Not later than 10:00 a.m., three Business Days before continue the requested date of such Borrowing, conversion or continuation of the Loans of any Tranche, the Administrative Agent shall notify Borrower (which notice may be by telephone to be followed by confirmation in writing) whether or not the requested Interest Period has been consented to by all the Lenders of such Tranche. Each Borrowing of Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereofsame as LIBOR Rate Advances. Borrower shall not be bound entitled to make a borrowing in accordance elect any Interest Period with a Funding Notice for a Loan that is respect to a LIBOR Rate Loan, unless Advance if the provisions of this Agreement would require Borrower to repay or prepay any portion of such Funding Notice is revoked by Borrower LIBOR Rate Advance prior to the occurrence end of the applicable Credit Extension; provided that any such revocation shall be subject to the terms of Section 2.14(e). Promptly upon receipt by Administrative Agent of any Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders may act without liability upon the basis of written, or telecopied notice believed by Administrative Agent in good faith to be from Borrower (or from any Authorized Officer thereof designated in writing purportedly from Borrower to Administrative Agent), it being understood that no Lender nor Administrative Agent shall be obligated in any manner with respect to the funding of any Loan in the absence of the receipt by Administrative Agent of a completed and executed Funding Notice. Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of Borrower, until Administrative Agent and such Lenders receive written notice to the contrary. Administrative Agent and Lenders shall have no duty to verify the authenticity of the signature appearing on any written Funding NoticeInterest Period.

Borrowing Mechanics. (ia) Borrower Each Term Borrowing and each Revolving Credit Borrowing shall give be made upon the applicable Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone or (B) delivering a fully executed Funding Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Funding Notice. Each such Funding Notice must be received by the Administrative Agent no later than 10:00 a.m. (or, solely in the case where the Credit Date is the Closing Date, 3:00 p.m.) at least three Business Days in advance of the proposed Credit Date in the case of a Loan that is a LIBOR Rate Loan, and no later than 9:00 a.m. on the proposed Credit Date in the case of a Loan that is a Base Rate Loan; provided, however, that if Borrower wishes to request LIBOR Rate Loans having an Interest Period other than one, two, three or six months in duration, as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 10:00 a.m. four (I) 11:00 A.M. (New York City time) on the third Business Days Day prior to the requested date of any proposed Borrowing consisting of Eurocurrency Rate Advances denominated in Dollars, (II) 4:00 P.M. (London time) on the third Business Day prior to the date of any Borrowing consisting of Eurocurrency Rate Advances denominated in Euros, (III) 11:00 A.M. (New York City time) on the third Business Day prior to the date of any proposed Borrowing consisting of Eurocurrency Rate Advances denominated in CDN, (IV) 2:00 P.M. (New York City time) on the fourth Business Day prior to the date of any proposed Borrowing consisting of Eurocurrency Rate Advances denominated in JPY, (V) 10:30 A.M. (Sydney time) on the fourth Business Day prior to the date of any proposed Borrowing denominated in AU$, and (VI) 11:00 A.M. (New York City time) on the date of the proposed Borrowing consisting of Base Rate Advances, and the Agent shall then give to each Lender prompt notice thereof by telecopier. Each such notice of a Term Borrowing or a Revolving Credit Borrowing (a “Notice of Borrowing”) shall be given by telephone, confirmed promptly in writing or telecopier in substantially the form of Exhibit C hereto, specifying therein the (i) applicable Borrower, (ii) applicable Facility, (iii) date of such Borrowing, conversion or continuation(iv) Type of Advances comprising such Borrowing, whereupon (v) aggregate amount of such Borrowing, (vi) in the Administrative Agent shall give prompt notice to case of a Borrowing consisting of Eurocurrency Rate Advances, the Lenders of initial Interest Period for such Advance, and (vii) currency for each such Advance; provided, that the applicable Tranche of such Borrower shall not be entitled to request and determine whether any Borrowing that, if made, would result in more than fifteen different Interest Periods being in effect hereunder at any one time. Each Lender shall, (I) before 1:00 P.M. (New York City time) on the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation in the case of a Borrowing consisting of Advances denominated in Dollars, (II) before 3:00 P.M. (New York City time) on the Loans of any Tranche, the Administrative Agent shall notify Borrower (which notice may be by telephone to be followed by confirmation in writing) whether or not the requested Interest Period has been consented to by all the Lenders date of such Tranche. Each Borrowing, in the case of a Borrowing consisting of Loans shall be Advances denominated in CDN, (III) before 3:00 P.M. (New York City time) on the date of such Borrowing, in the case of a principal amount Borrowing consisting of $5,000,000 or Advances denominated in JPY, (IV) before 3:00 P.M. (Sydney time) on the date of such Borrowing, in the case of a whole multiple Borrowing consisting of $1,000,000 Advances denominated in excess thereof. Borrower shall be bound to AU$, and (V) before 11:00 A.M. (London time) on the date of such Borrowing, in the case of a Borrowing consisting of Eurocurrency Rate Advances denominated in Euros, make a borrowing in accordance with a Funding Notice available for a Loan that is a LIBOR Rate Loan, unless such Funding Notice is revoked by Borrower prior the account of its Applicable Lending Office to the occurrence Agent at the applicable Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable Credit Extension; provided that any conditions set forth in Article III, the Agent will make such revocation shall be subject funds available to the terms of Section 2.14(e). Promptly upon receipt by Administrative Agent of any Funding Notice, Administrative Agent shall notify each Lender of Borrower requesting the proposed borrowing. Administrative Agent applicable Borrowing at the address and Lenders may act without liability upon the basis of written, or telecopied notice believed by Administrative Agent in good faith to be from Borrower (or from any Authorized Officer thereof designated in writing purportedly from Borrower to Administrative Agent), it being understood that no Lender nor Administrative Agent shall be obligated in any manner with respect to the funding of any Loan in the absence account of such Borrower specified in the receipt by Administrative Agent applicable Notice of a completed and executed Funding Notice. Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of Borrower, until Administrative Agent and such Lenders receive written notice to the contrary. Administrative Agent and Lenders shall have no duty to verify the authenticity of the signature appearing on any written Funding NoticeBorrowing.

Borrowing Mechanics. (i) Borrower shall give notice deliver to the Administrative Agent, which may be given by (A) telephone or (B) delivering Agent a fully executed Funding Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Funding Notice. Each such Funding Notice must be received by the Administrative Agent no later than 10:00 a.m. (or, solely in the case where the Credit Date is the Closing Date, 3:00 p.m.) at least three Business Days in advance of the proposed Credit Date in the case of a Loan that is a LIBOR Rate Loan, and no later than 9:00 a.m. on the proposed Credit Date in the case of a Loan that is a Base Rate Loan; provided, however, that if Borrower wishes to request LIBOR Rate Loans having an Interest Period other than one, two, three or six months in duration, as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 10:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of the applicable Tranche of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation of the Loans of any Tranche, the Administrative Agent shall notify Borrower (which notice may be by telephone to be followed by confirmation in writing) whether or not the requested Interest Period has been consented to by all the Lenders of such Tranche. Each Borrowing of Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Borrower shall be bound to make a borrowing in accordance with a Funding Notice for a Loan that is a LIBOR Rate Loan, unless such Funding Notice is revoked by Borrower prior to the occurrence of the applicable Credit Extension; provided that any such revocation shall be subject to the terms of Section 2.14(e2.14(c). Promptly upon receipt by Administrative Agent of any Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders may act without liability upon the basis of written, or telecopied notice believed by Administrative Agent in good faith to be from Borrower (or from any Authorized Officer thereof designated in writing purportedly from Borrower to Administrative Agent), it being understood that no Lender nor Administrative Agent shall be obligated in any manner with respect to the funding of any Loan in the absence of the receipt by Administrative Agent of a completed and executed Funding Notice. Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of Borrower, until Administrative Agent and such Lenders receive written notice to the contrary. Administrative Agent and Lenders shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice.

Borrowing Mechanics. (i1) Base Rate Loans made on any Funding Date shall be in an aggregate minimum amount of $50,000 and integral multiples of $50,000 in excess of such amount. (2) On any day when Borrower desires a Revolving Advance or Term Loan B Advance under this subsection 2.1, Borrower shall give notice to the Administrative Agent, which may be given by (A) telephone Agent written or (B) delivering a fully executed Funding Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Funding Notice. Each such Funding Notice must be received by the Administrative Agent no later than 10:00 a.m. (or, solely in the case where the Credit Date is the Closing Date, 3:00 p.m.) at least three Business Days in advance of the proposed Credit Date in the case of a Loan that is a LIBOR Rate Loanborrowing by 11:00 a.m. Dallas, and no later than 9:00 a.m. Texas time on the Funding Date and shall specify the proposed Credit Funding Date in the case of (which shall be a Business Day). Each Revolving Advance or Term Loan that is B Advance shall initially be a Base Rate Loan; provided, however, that if Borrower wishes to request LIBOR . (3) Revolving Advances can not be Fixed Rate Loans having an Interest Period other than at any time. The Borrower may make a one-time election on the Closing Date for the Term Loan A to be a Base Rate Loan or a Fixed Rate Loan (any such election shall be irrevocable through the term of this Agreement). At the end of each Borrowing Period, two, three or six months in duration, as provided in the definition of “Interest Period,” Borrower make a one time election to convert the applicable notice must Converted Term Loan B Amount to a Fixed Rate Loan (any such election shall be received irrevocable through the term of this Agreement). If such election is not made by Borrower with respect to the Administrative Agent not later than 10:00 a.m. four Converted Term Loan B Amount at least three (3) Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders end of the applicable Tranche of Borrowing Period, such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation of the Loans of any Tranche, the Administrative Agent Converted Term Loan B Amount shall notify Borrower (which notice may be by telephone continue to be followed by confirmation in writinga Base Rate Loan. (4) whether or not the requested Interest Period has been consented to by all the Lenders of Any such Tranche. Each Borrowing of Loans telephonic notice shall be in confirmed with a principal amount Notice of $5,000,000 Borrowing on the same day as such request. Neither Agent nor Lender shall incur any liability to Borrower for acting upon any telephonic notice or a whole multiple Notice of $1,000,000 in excess thereof. Borrower shall be bound to make a borrowing in accordance with a Funding Notice for a Loan that is a LIBOR Rate Loan, unless such Funding Notice is revoked by Borrower prior to the occurrence of the applicable Credit Extension; provided that any such revocation shall be subject to the terms of Section 2.14(e). Promptly upon receipt by Administrative Borrowing which Agent of any Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders may act without liability upon the basis of written, or telecopied notice believed by Administrative Agent believes in good faith to be from Borrower (have been given by a duly authorized officer or from any Authorized Officer thereof designated in writing purportedly from Borrower other person authorized to Administrative Agent), it being understood that no Lender nor Administrative Agent shall be obligated in any manner with respect to the funding of any Loan in the absence of the receipt by Administrative Agent of a completed and executed Funding Notice. Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan borrow on behalf of Borrower, until Administrative Borrower or for otherwise acting in good faith under this subsection 2.1(D). (5) Neither Agent and such Lenders receive nor Lender will be required to make any advance pursuant to any telephonic or written notice to the contrary. Administrative Agent and Lenders shall have no duty to verify the authenticity or a Notice of Borrowing, unless all of the signature appearing terms and conditions set forth in Section 3 have been satisfied and Agent has also received the most recent Borrowing Base Certificate and all other documents required under Section 5 and the Reporting Rider by 11:00 a.m. Dallas, Texas time on the date of such funding request. Each Revolving Advance and Term Loan B Advance shall be deposited by wire transfer in immediately available funds in such account as Borrower may from time to time designate to Agent in writing. (6) The becoming due of any written Funding Noticeamount required to be paid under this Agreement or any of the other Loan Documents as principal, Lender Letter of Credit reimbursement obligation, accrued interest, fees, compensation or any other amounts shall be deemed irrevocably to be an automatic request by Borrower for a Revolving Advance on the due date of, and in the amount required to pay (as set forth on Agent’s books and records), such principal, Lender Letter of Credit reimbursement, accrued interest, fees, compensation or any other amounts.

Borrowing Mechanics. (ia) Borrower Each Term Borrowing and each Revolving Credit Borrowing shall give be made upon the applicable Borrower’s irrevocable notice to the Administrative Agent. Each such notice must be received by the Agent not later than (I) 12:00 P.M. (New York City time) on the third Business Day prior to the date of any proposed Borrowing consisting of Term Rate Advances denominated in Dollars, which may be given by (II) 12:00 P.M. (New York City time) on the Business Day prior to the date of any proposed borrowing consisting of Daily Simple SOFR Advances, and (III) 12:00 P.M. (New York City time) on the fourth Business Day prior to the date of any proposed Borrowing consisting of (A) telephone Term Rate Advances denominated in any Foreign Currency or (B) delivering a fully executed Funding NoticeAlternative Currency Daily Rate Advances denominated in Sterling, and (III) 11:00 A.M. (New York City time) on the date of the proposed Borrowing consisting of Base Rate Advances, and the Agent shall then give to each Lender prompt notice thereof by telecopier. Each such notice shall be given by telephone or by Notice of Borrowing; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Funding NoticeNotice of Borrowing. Each such Funding Notice must be received by notice (whether written or telephonic) shall specify the Administrative Agent no later than 10:00 a.m. (ori) applicable Borrower, solely in the case where the Credit Date is the Closing Date(ii) applicable Facility, 3:00 p.m.(iii) at least three Business Days in advance date of the proposed Credit Date such Borrowing, (iv) Type of Advances comprising such Borrowing, (v) aggregate amount of such Borrowing, (vi) in the case of a Loan that is a LIBOR Borrowing consisting of Term Rate LoanAdvances, the initial Interest Period for such Advance, and no later (vii) currency for each such Advance; provided, that the applicable Borrower shall not be entitled to request any Borrowing that, if made, would result in more than 9:00 a.m. fifteen different Interest Periods being in effect hereunder at any one time. Each Lender shall before 2:00 P.M. (New York City time) on the proposed Credit Date date of such Borrowing, in the case of a Loan that is a Base Rate Loan; providedBorrowing consisting of Advances denominated in Dollars and, however, that if Borrower wishes to request LIBOR Rate Loans having an Interest Period other than one, two, three or six months in duration, as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 10:00 a.m. four Business Days prior the Applicable Time specified by the Agent in the case of any Borrowing in any Foreign Currency, make available for the account of its Applicable Lending Office to the requested date Agent at the applicable Agent’s Account, in same day funds, such Xxxxxx’s ratable portion of such Borrowing, conversion or continuation, whereupon . After the Administrative Agent shall give prompt notice to the Lenders Agent’s receipt of such funds and upon fulfillment of the applicable Tranche conditions set forth in Article III, the Agent will make such funds available to the Borrower requesting the applicable Borrowing at the address and in the account of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation of the Loans of any Tranche, the Administrative Agent shall notify Borrower (which notice may be by telephone to be followed by confirmation specified in writing) whether or not the requested Interest Period has been consented to by all the Lenders of such Tranche. Each Borrowing of Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Borrower shall be bound to make a borrowing in accordance with a Funding Notice for a Loan that is a LIBOR Rate Loan, unless such Funding Notice is revoked by Borrower prior to the occurrence of the applicable Credit Extension; provided that any such revocation shall be subject to the terms Notice of Section 2.14(e). Promptly upon receipt by Administrative Agent of any Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders may act without liability upon the basis of written, or telecopied notice believed by Administrative Agent in good faith to be from Borrower (or from any Authorized Officer thereof designated in writing purportedly from Borrower to Administrative Agent), it being understood that no Lender nor Administrative Agent shall be obligated in any manner with respect to the funding of any Loan in the absence of the receipt by Administrative Agent of a completed and executed Funding Notice. Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of Borrower, until Administrative Agent and such Lenders receive written notice to the contrary. Administrative Agent and Lenders shall have no duty to verify the authenticity of the signature appearing on any written Funding NoticeBorrowing.

Borrowing Mechanics. (i) Borrower shall give notice to the Administrative Agent, which may be given by (A) telephone or (B) delivering a fully executed Funding Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Funding Notice. Each such Funding Notice must be received by the Administrative Agent no later than 10:00 a.m. (or, solely in the case where the Credit Date is the Closing Date, 3:00 p.m.) at least three Business Days in advance of the proposed Credit Date in the case of a Loan that is a LIBOR Rate Loan, and no later than 9:00 a.m. on the proposed Credit Date in the case of a Loan that is a Base Rate Loan; provided, however, that if Borrower wishes to request LIBOR Rate Loans having an Interest Period other than one, two, three or six months in duration, as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 10:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of the applicable Tranche of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation of the Loans of any Tranche, the Administrative Agent shall notify Borrower (which notice may be by telephone to be followed by confirmation in writing) whether or not the requested Interest Period has been consented to by all the Lenders of such Tranche. Each Borrowing of Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Borrower shall be bound to make a borrowing in accordance with a Funding Notice for a Loan that is a LIBOR Rate Loan, unless such Funding Notice is revoked by Borrower prior to the occurrence of the applicable Credit Extension; provided that any such revocation shall be subject to the terms of Section 2.14(e2.14(d). Promptly upon receipt by Administrative Agent of any Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders may act without liability upon the basis of written, or telecopied notice believed by Administrative Agent in good faith to be from Borrower (or from any Authorized Officer thereof designated in writing purportedly from Borrower to Administrative Agent), it being understood that no Lender nor Administrative Agent shall be obligated in any manner with respect to the funding of any Loan in the absence of the receipt by Administrative Agent of a completed and executed Funding Notice. Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of Borrower, until Administrative Agent and such Lenders receive written notice to the contrary. Administrative Agent and Lenders shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice.

Borrowing Mechanics. (i1) LIBOR Loans made on any Funding ------------------- Date shall be in an aggregate minimum amount of $2,500,000 and integral multiples of $500,000 in excess of such amount. (2) On any day when Borrower desires a Revolving Advance under this subsection 2.1, Borrower shall give Agent -------------- written or telephonic notice of the proposed borrowing by 11:00 a.m. Chicago time on the Funding Date of a Base Rate Loan less than $5,000,000, written or telephonic notice by 11:00 a.m. Chicago time one (1) Business Day prior to the Administrative Agent, which may be given by (A) telephone or (B) delivering a fully executed Funding Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent Date of a Funding Notice. Each such Funding Notice must be received by the Administrative Agent no later Base Rate Loan equal to or greater than 10:00 a.m. $5,000,000, and three (or, solely in the case where the Credit Date is the Closing Date, 3:00 p.m.3) at least three Business Days in advance of the proposed Credit Funding Date in the case of a Loan that is a LIBOR Rate Loan, and no later than 9:00 a.m. which notice shall specify the proposed Funding Date (which shall be a Business Day), whether such Loans shall consist of Base Rate Loans or LIBOR Loans, and, for LIBOR Loans, the Interest Period applicable thereto. Any such telephonic notice shall be confirmed with a Notice of Borrowing on the proposed Credit Date in the case of a Loan that is a Base Rate Loan; provided, however, that if same day as such request. Neither Agent nor Lender shall incur any liability to Borrower wishes to request LIBOR Rate Loans having an Interest Period other than one, two, three or six months in duration, as provided in the definition of “Interest Period,” the applicable for acting upon any telephonic notice must be received by the Administrative Agent not later than 10:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of the applicable Tranche of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation of the Loans of any Tranche, the Administrative Agent shall notify Borrower (which notice may be by telephone to be followed by confirmation in writing) whether or not the requested Interest Period has been consented to by all the Lenders of such Tranche. Each Borrowing of Loans shall be in a principal amount of $5,000,000 or a whole multiple Notice of $1,000,000 in excess thereof. Borrower shall be bound to make a borrowing in accordance with a Funding Notice for a Loan that is a LIBOR Rate Loan, unless such Funding Notice is revoked by Borrower prior to the occurrence of the applicable Credit Extension; provided that any such revocation shall be subject to the terms of Section 2.14(e). Promptly upon receipt by Administrative Borrowing Agent of any Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders may act without liability upon the basis of written, or telecopied notice believed by Administrative Agent believes in good faith to be from Borrower (have been given by a duly authorized officer or from any Authorized Officer thereof designated in writing purportedly from Borrower other person authorized to Administrative Agent), it being understood that no Lender nor Administrative Agent shall be obligated in any manner with respect to the funding of any Loan in the absence of the receipt by Administrative Agent of a completed and executed Funding Notice. Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan borrow on behalf of Borrower, until Administrative Borrower or for otherwise acting in good faith under this subsection ---------- 2.1(F). Neither Agent and such Lenders receive nor Lender will be required to make any advance pursuant ------ to any telephonic or written notice to the contrary. Administrative Agent and Lenders shall have no duty to verify the authenticity or a Notice of Borrowing, unless all of the signature appearing terms and conditions set forth in Section 3 and the Conditions Rider have been --------- satisfied and Agent has also received the most recent Borrowing Base Certificate and all other documents required under Section 5 and the Reporting Rider by --------- 11:00 a.m. Chicago time on the date of such funding request. Each Advance shall be deposited by wire transfer in immediately available funds in such account as Borrower may from time to time designate to Agent in writing. The becoming due of any written Funding Noticeamount required to be paid under this Agreement or any of the other Loan Documents as principal, Lender Letter of Credit reimbursement obligation, accrued interest, fees, compensation or any other amounts shall be deemed irrevocably to be an automatic request by Borrower for a Revolving Advance, which shall be a Base Rate Loan on the due date of, and in the amount required to pay (as set forth on Agent's books and records), such principal, Lender Letter of Credit reimbursement obligation, accrued interest fees, compensation or any other amounts.

Borrowing Mechanics. (ia) Borrower Each Term Borrowing and each Revolving Credit Borrowing shall give be made upon the applicable Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone or (B) delivering a fully executed Funding Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Funding Notice. Each such Funding Notice must be received by the Administrative Agent no later than 10:00 a.m. (or, solely in the case where the Credit Date is the Closing Date, 3:00 p.m.) at least three Business Days in advance of the proposed Credit Date in the case of a Loan that is a LIBOR Rate Loan, and no later than 9:00 a.m. on the proposed Credit Date in the case of a Loan that is a Base Rate Loan; provided, however, that if Borrower wishes to request LIBOR Rate Loans having an Interest Period other than one, two, three or six months in duration, as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 10:00 a.m. four (I) 11:00 A.M. (New York City time) on the third Business Days Day prior to the requested date of any proposed Borrowing consisting of Eurocurrency Rate Advances denominated in Dollars, (II) 4:00 P.M. (London time) on the third Business Day prior to the date of any Borrowing consisting of Eurocurrency Rate Advances denominated in Euros, (III) 11:00 A.M. (New York City time) on the third Business Day prior to the date of any proposed Borrowing consisting of Eurocurrency Rate Advances denominated in CDN, (IV) 2:00 P.M. (New York City time) on the fourth Business Day prior to the date of any proposed Borrowing consisting of Eurocurrency Rate Advances denominated in JPY, (V) 10:30 A.M. (Sydney time) on the fourth Business Day prior to the date of any proposed Borrowing denominated in AU$, and (VI) 11:00 A.M. (New York City time) on the date of the proposed Borrowing consisting of Base Rate Advances, and the Agent shall then give to each Lender prompt notice thereof by telecopier. Each such notice of a Term Borrowing or a Revolving Credit Borrowing (a “Notice of Borrowing”) shall be given by telephone, confirmed promptly in writing or telecopier in Sealed Air — Credit Agreement substantially the form of Exhibit C hereto, specifying therein the (i) applicable Borrower, (ii) applicable Facility, (iii) date of such Borrowing, conversion or continuation(iv) Type of Advances comprising such Borrowing, whereupon (v) aggregate amount of such Borrowing, (vi) in the Administrative Agent shall give prompt notice to case of a Borrowing consisting of Eurocurrency Rate Advances, the Lenders of initial Interest Period for such Advance, and (vii) currency for each such Advance; provided, that the applicable Tranche of such Borrower shall not be entitled to request and determine whether any Borrowing that, if made, would result in more than fifteen different Interest Periods being in effect hereunder at any one time. Each Lender shall, (I) before 1:00 P.M. (New York City time) on the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation in the case of a Borrowing consisting of Advances denominated in Dollars, (II) before 3:00 P.M. (New York City time) on the Loans of any Tranche, the Administrative Agent shall notify Borrower (which notice may be by telephone to be followed by confirmation in writing) whether or not the requested Interest Period has been consented to by all the Lenders date of such Tranche. Each Borrowing, in the case of a Borrowing consisting of Loans shall be Advances denominated in CDN, (III) before 3:00 P.M. (New York City time) on the date of such Borrowing, in the case of a principal amount Borrowing consisting of $5,000,000 or Advances denominated in JPY, (IV) before 3:00 P.M. (Sydney time) on the date of such Borrowing, in the case of a whole multiple Borrowing consisting of $1,000,000 Advances denominated in excess thereof. Borrower shall be bound to AU$, and (V) before 11:00 A.M. (London time) on the date of such Borrowing, in the case of a Borrowing consisting of Eurocurrency Rate Advances denominated in Euros, make a borrowing in accordance with a Funding Notice available for a Loan that is a LIBOR Rate Loan, unless such Funding Notice is revoked by Borrower prior the account of its Applicable Lending Office to the occurrence Agent at the applicable Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable Credit Extension; provided that any conditions set forth in Article III, the Agent will make such revocation shall be subject funds available to the terms of Section 2.14(e). Promptly upon receipt by Administrative Agent of any Funding Notice, Administrative Agent shall notify each Lender of Borrower requesting the proposed borrowing. Administrative Agent applicable Borrowing at the address and Lenders may act without liability upon the basis of written, or telecopied notice believed by Administrative Agent in good faith to be from Borrower (or from any Authorized Officer thereof designated in writing purportedly from Borrower to Administrative Agent), it being understood that no Lender nor Administrative Agent shall be obligated in any manner with respect to the funding of any Loan in the absence account of such Borrower specified in the receipt by Administrative Agent applicable Notice of a completed and executed Funding Notice. Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of Borrower, until Administrative Agent and such Lenders receive written notice to the contrary. Administrative Agent and Lenders shall have no duty to verify the authenticity of the signature appearing on any written Funding NoticeBorrowing.

Borrowing Mechanics. (i1) LIBOR Loans made on any Funding Date shall be in an aggregate minimum amount of $2,500,000 and integral multiples of $500,000 in excess of such amount. (2) On any day when Borrower desires a Revolving Advance under this subsection 2.1, Borrower shall give Agent written or telephonic notice of the proposed borrowing by 11:00 a.m. Chicago time on the Funding Date of a Base Rate Loan less than $5,000,000, written or telephonic notice by 11:00 a.m. Chicago time one (1) Business Day prior to the Administrative Agent, which may be given by (A) telephone or (B) delivering a fully executed Funding Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent Date of a Funding Notice. Each such Funding Notice must be received by the Administrative Agent no later Base Rate Loan equal to or greater than 10:00 a.m. $5,000,000, and three (or, solely in the case where the Credit Date is the Closing Date, 3:00 p.m.3) at least three Business Days in advance of the proposed Credit Funding Date in the case of a Loan that is a LIBOR Rate Loan, and no later than 9:00 a.m. which notice shall specify the proposed Funding Date (which shall be a Business Day), whether such Loans shall consist of Base Rate Loans or LIBOR Loans, and, for LIBOR Loans, the Interest Period applicable thereto. Any such telephonic notice shall be confirmed with a Notice of Borrowing on the proposed Credit Date in the case of a Loan that is a Base Rate Loan; provided, however, that if same day as such request. Neither Agent nor Lender shall incur any liability to Borrower wishes to request LIBOR Rate Loans having an Interest Period other than one, two, three or six months in duration, as provided in the definition of “Interest Period,” the applicable for acting upon any telephonic notice must be received by the Administrative Agent not later than 10:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of the applicable Tranche of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation of the Loans of any Tranche, the Administrative Agent shall notify Borrower (which notice may be by telephone to be followed by confirmation in writing) whether or not the requested Interest Period has been consented to by all the Lenders of such Tranche. Each Borrowing of Loans shall be in a principal amount of $5,000,000 or a whole multiple Notice of $1,000,000 in excess thereof. Borrower shall be bound to make a borrowing in accordance with a Funding Notice for a Loan that is a LIBOR Rate Loan, unless such Funding Notice is revoked by Borrower prior to the occurrence of the applicable Credit Extension; provided that any such revocation shall be subject to the terms of Section 2.14(e). Promptly upon receipt by Administrative Borrowing Agent of any Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders may act without liability upon the basis of written, or telecopied notice believed by Administrative Agent believes in good faith to be from Borrower (have been given by a duly authorized officer or from any Authorized Officer thereof designated in writing purportedly from Borrower other person authorized to Administrative Agent), it being understood that no Lender nor Administrative Agent shall be obligated in any manner with respect to the funding of any Loan in the absence of the receipt by Administrative Agent of a completed and executed Funding Notice. Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan borrow on behalf of Borrower, until Administrative Borrower or for otherwise acting in good faith under this subsection 2.1(F). Neither Agent and such Lenders receive nor Lender will be required to make any advance pursuant to any telephonic or written notice to the contrary. Administrative Agent and Lenders shall have no duty to verify the authenticity or a Notice of Borrowing, unless all of the signature appearing terms and conditions set forth in Section 3 and the Conditions Rider have been satisfied and Agent has also received the most recent Borrowing Base Certificate and all other documents required under Section 5 and the Reporting Rider by 11:00 a.m. Chicago time on the date of such funding request. Each Advance shall be deposited by wire transfer in immediately available funds in such account as Borrower may from time to time designate to Agent in writing. The becoming due of any written Funding Noticeamount required to be paid under this Agreement or any of the other Loan Documents as principal, Lender Letter of Credit reimbursement obligation, accrued interest, fees, compensation or any other amounts shall be deemed irrevocably to be an automatic request by Borrower for a Revolving Advance, which shall be a Base Rate Loan on the due date of, and in the amount required to pay (as set forth on Agent's books and records), such principal, Lender Letter of Credit reimbursement obligation, accrued interest fees, compensation or any other amounts.

Borrowing Mechanics. (ia) Borrower Each Term Borrowing and each Revolving Credit Borrowing shall give be made upon the applicable Borrower’s irrevocable notice to the Administrative Agent. Each such notice must be received by the Agent not later than (I) 12:00 P.M. (New York City time) on the third Business Day prior to the date of any proposed Borrowing consisting of Term Rate Advances denominated in Dollars, which may be given by (II) 12:00 P.M. (New York City time) on the Business Day prior to the date of any proposed borrowing consisting of Daily Simple SOFR Advances, and (III) 12:00 P.M. (New York City time) on the fourth Business Day prior to the date of any proposed Borrowing consisting of (A) telephone Term Rate Advances denominated in any Foreign Currency or (B) delivering a fully executed Funding NoticeAlternative Currency Daily Rate Advances denominated in Sterling, and (III) 11:00 A.M. (New York City time) on the date of the proposed Borrowing consisting of Base Rate Advances, and the Agent shall then give to each Lender prompt notice thereof by telecopier. Each such notice shall be given by telephone or by Notice of Borrowing; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Funding NoticeNotice of Borrowing. Each such Funding Notice must be received by notice (whether written or telephonic) shall specify the Administrative Agent no later than 10:00 a.m. (ori) applicable Borrower, solely in the case where the Credit Date is the Closing Date(ii) applicable Facility, 3:00 p.m.(iii) at least three Business Days in advance date of the proposed Credit Date such Borrowing, (iv) Type of Advances comprising such Borrowing, (v) aggregate amount of such Borrowing, (vi) in the case of a Loan that is a LIBOR Borrowing consisting of Term Rate LoanAdvances, the initial Interest Period for such Advance, and no later (vii) currency for each such Advance; provided, that the applicable Borrower shall not be entitled to request any Borrowing that, if made, would result in more than 9:00 a.m. fifteen different Interest Periods being in effect hereunder at any one time. Each Lender shall before 2:00 P.M. (New York City time) on the proposed Credit Date date of such Borrowing, in the case of a Loan that is a Base Rate Loan; providedBorrowing consisting of Advances denominated in Dollars and, however, that if Borrower wishes to request LIBOR Rate Loans having an Interest Period other than one, two, three or six months in duration, as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 10:00 a.m. four Business Days prior the Applicable Time specified by the Agent in the case of any Borrowing in any Foreign Currency, make available for the account of its Applicable Lending Office to the requested date Agent at the applicable Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing, conversion or continuation, whereupon . After the Administrative Agent shall give prompt notice to the Lenders Agent’s receipt of such funds and upon fulfillment of the applicable Tranche conditions set forth in Article III, the Agent will make such Sealed Air – 4th A&R Syndicated Facility Agt funds available to the Borrower requesting the applicable Borrowing at the address and in the account of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation of the Loans of any Tranche, the Administrative Agent shall notify Borrower (which notice may be by telephone to be followed by confirmation specified in writing) whether or not the requested Interest Period has been consented to by all the Lenders of such Tranche. Each Borrowing of Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Borrower shall be bound to make a borrowing in accordance with a Funding Notice for a Loan that is a LIBOR Rate Loan, unless such Funding Notice is revoked by Borrower prior to the occurrence of the applicable Credit Extension; provided that any such revocation shall be subject to the terms Notice of Section 2.14(e). Promptly upon receipt by Administrative Agent of any Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders may act without liability upon the basis of written, or telecopied notice believed by Administrative Agent in good faith to be from Borrower (or from any Authorized Officer thereof designated in writing purportedly from Borrower to Administrative Agent), it being understood that no Lender nor Administrative Agent shall be obligated in any manner with respect to the funding of any Loan in the absence of the receipt by Administrative Agent of a completed and executed Funding Notice. Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of Borrower, until Administrative Agent and such Lenders receive written notice to the contrary. Administrative Agent and Lenders shall have no duty to verify the authenticity of the signature appearing on any written Funding NoticeBorrowing.

Borrowing Mechanics. (i) Borrower shall give notice to the Administrative Agent, which may be given by (A) telephone or (B) delivering a fully executed Funding Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Funding Notice. Each such Funding Notice must be received by the Administrative Agent no later than 10:00 a.m. (or, solely in the case -41- where the Credit Date is the Closing Date, 3:00 p.m.) at least three Business Days in advance of the proposed Credit Date in the case of a Loan that is a LIBOR Rate Loan, and no later than 9:00 a.m. on the proposed Credit Date in the case of a Loan that is a Base Rate Loan; provided, however, that if Borrower wishes to request LIBOR Rate Loans having an Interest Period other than one, two, three or six months in duration, as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 10:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of the applicable Tranche of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation of the Loans of any Tranche, the Administrative Agent shall notify Borrower (which notice may be by telephone to be followed by confirmation in writing) whether or not the requested Interest Period has been consented to by all the Lenders of such Tranche. Each Borrowing of Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Borrower shall be bound to make a borrowing in accordance with a Funding Notice for a Loan that is a LIBOR Rate Loan, unless such Funding Notice is revoked by Borrower prior to the occurrence of the applicable Credit Extension; provided that any such revocation shall be subject to the terms of Section 2.14(e2.14(c). Promptly upon receipt by Administrative Agent of any Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders may act without liability upon the basis of written, or telecopied notice believed by Administrative Agent in good faith to be from Borrower (or from any Authorized Officer thereof designated in writing purportedly from Borrower to Administrative Agent), it being understood that no Lender nor Administrative Agent shall be obligated in any manner with respect to the funding of any Loan in the absence of the receipt by Administrative Agent of a completed and executed Funding Notice. Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of Borrower, until Administrative Agent and such Lenders receive written notice to the contrary. Administrative Agent and Lenders shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice.

Borrowing Mechanics. (i) Borrower shall give notice deliver to the Administrative Agent, which may be given by (A) telephone or (B) delivering Agent a fully executed Funding Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Funding Notice. Each such Funding Notice must be received by the Administrative Agent no later than 10:00 a.m. (or, solely in the case where the Credit Date is the Closing Date, 3:00 p.m.) at least three Business Days in advance of the proposed Credit Date in the case of a Loan that is a LIBOR Rate Loan, and no later than 9:00 a.m. on the proposed Credit Date in the case of a Loan that is a Base Rate Loan; provided, however, that if Borrower wishes to request LIBOR Rate Loans having an Interest Period other than one, two, three or six months in duration, duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 10:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of the applicable Tranche of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation of the Loans of any Tranche, the Administrative Agent shall notify Borrower (which notice may be by telephone to be followed by confirmation in writing) whether or not the requested Interest Period has been consented to by all the Lenders of such Tranche. Each Borrowing of Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Borrower shall be bound to make a borrowing in accordance with a Funding Notice for a Loan that is a LIBOR Rate Loan, Loan unless such Funding Notice is revoked by Borrower prior to the occurrence of the applicable Credit Extension; provided that any such revocation shall be subject to the terms of Section 2.14(e2.14(c). Promptly upon receipt by Administrative Agent of any Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders may act without liability upon the basis of written, or telecopied notice believed by Administrative Agent in good faith to be from Borrower (or from any Authorized Officer thereof designated in writing purportedly from Borrower to Administrative Agent), it being understood that no Lender nor Administrative Agent shall be obligated in any manner with respect to the funding of any Loan in the absence of the receipt by Administrative Agent of a completed and executed Funding Notice. Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of Borrower, Borrower until Administrative Agent and such Lenders receive written notice to the contrary. Administrative Agent and Lenders shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice.

Borrowing Mechanics. (ia) Borrower shall give notice to the Administrative Agent, which Advances may be given by (A) telephone Base Rate Advances or (B) delivering a fully executed Funding Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Funding NoticeEurocurrency Rate Advances. Each such Funding Notice Any Borrowing Request must be received in writing (appropriately completed and signed by the Administrative Agent no later than 10:00 a.m. (or, solely in the case where the Credit Date is the Closing Date, 3:00 p.m.) at least three Business Days in advance a Responsible Officer of the proposed Credit Date in the case Broker/Dealer and confirmed by signature of a Loan that is a LIBOR Rate Loan, and no later than 9:00 a.m. on the proposed Credit Date in the case Responsible Officer of a Loan that is a Base Rate Loan; provided, however, that if Borrower wishes to request LIBOR Rate Loans having an Interest Period other than one, two, three or six months in duration, as provided in the definition of “Interest Period,” the applicable notice must be received Parent)) by the Administrative Agent not later than 10:00 11:00 a.m. four (i) three Business Days prior to the requested date of such Borrowing(A) any borrowing of, conversion to or continuation of Eurocurrency Rate Advances or (B) any conversion of Eurocurrency Rate Advances to Base Rate Advances and (ii) one Business Day prior to the requested date of any borrowing of Base Rate Advances. Such notice shall also include (i) whether the Broker/Dealer is requesting an Advance, a conversion of an Advance or Advances from one Type to the other, or a continuation of a Eurocurrency Rate Advance or Advances, (ii) the requested date of the Advance, conversion or continuation, whereupon as the Administrative Agent shall give prompt notice to the Lenders of the applicable Tranche of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation of the Loans of any Tranche, the Administrative Agent shall notify Borrower case may be (which notice may be by telephone to be followed by confirmation in writing) whether or not the requested Interest Period has been consented to by all the Lenders of such Tranche. Each Borrowing of Loans shall be in a Business Day), (iii) the principal amount of $5,000,000 the Advance or Advances to be borrowed, converted or continued, (iv) the Type of Advance to be borrowed or to which the existing Advance or Advances are to be converted and (v) if applicable, the duration of the Interest Period with respect thereto. If the Broker/Dealer fails to specify a whole multiple Type of $1,000,000 Advance in excess thereof. Borrower a Borrowing Request or if the Broker/Dealer fails to give a timely notice requesting a conversion or continuation, then the applicable Advances shall be bound made or continued, as applicable, as Eurocurrency Rate Advances with an Interest Period of one month. Any automatic conversion to make a borrowing in accordance with a Funding Notice for a Loan that is a LIBOR Base Rate Loan, unless such Funding Notice is revoked by Borrower prior to the occurrence Advances or continuation as Eurocurrency Rate Advances shall be effective as of the applicable Credit Extension; provided that any such revocation shall be subject to the terms of Section 2.14(e). Promptly upon receipt by Administrative Agent of any Funding Notice, Administrative Agent shall notify each Lender last day of the proposed borrowing. Administrative Agent and Lenders may act without liability upon the basis of written, or telecopied notice believed by Administrative Agent Interest Period then in good faith to be from Borrower (or from any Authorized Officer thereof designated in writing purportedly from Borrower to Administrative Agent), it being understood that no Lender nor Administrative Agent shall be obligated in any manner effect with respect to the funding applicable Eurocurrency Rate Advances. If the Broker/Dealer requests a borrowing of, conversion to, or continuation of Eurocurrency Rate Advances in any Loan in the absence such Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of the receipt by Administrative Agent of a completed and executed Funding Notice. Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of Borrower, until Administrative Agent and such Lenders receive written notice to the contrary. Administrative Agent and Lenders shall have no duty to verify the authenticity of the signature appearing on any written Funding Noticeone month.

Borrowing Mechanics. Loans (iincluding any Loans made as Eurodollar Rate Loans with a particular Interest Period) shall be in an aggregate minimum amount of the Borrowing Minimum and integral multiples of the Borrowing Multiple in excess of that amount. The Borrower shall give notice to the Administrative Agent, which may be given by (A) telephone or (B) delivering a fully executed Funding Notice; provided that any telephonic notice must be confirmed promptly by delivery deliver to the Administrative Agent a Notice of a Funding Notice. Each such Funding Notice must be received by the Administrative Agent no Borrowing not later than 10:00 a.m. (orNew York time) on the proposed Closing Date; provided, solely that, in the case where of any Loan requested as a Eurodollar Rate Loan, the Credit Date is the Closing DateBorrower shall deliver such Notice of Borrowing not later than 1:00 p.m. (New York time), 3:00 p.m.) at least three Business Days in advance of the proposed Credit Closing Date. The Notice of Borrowing shall specify (i) the proposed Closing Date (which shall be a Business Day), (ii) the amount and Type of Loans requested, (iv) in the case of a Loan that is a LIBOR any Loans requested to be made as Eurodollar Rate LoanLoans, the initial Interest Period requested, and no later than 9:00 a.m. on (v) remittance instructions applicable for the proposed Credit Date Loans requested. Loans may be continued as or converted into Base Rate Loans or Eurodollar Rate Loans in the case of a Loan that is a Base Rate Loan; provided, however, that if Borrower wishes to request LIBOR Rate Loans having an Interest Period other than one, two, three or six months in duration, as manner provided in the definition Section 2.2D. The Administrative Agent shall be entitled to rely upon, and shall be fully protected in relying upon, any Notice of “Interest Period,” the applicable Borrowing, Notice of Conversion/Continuation or similar notice must be received believed by the Administrative Agent not later than 10:00 a.m. four Business Days to be genuine. The Administrative Agent may assume that each Person executing and delivering such a notice was duly authorized, unless the responsible individual acting thereon for the Administrative Agent has actual knowledge to the contrary. The Borrower shall notify the Administrative Agent prior to the requested date funding of such Borrowingany Loans in the event that any of the matters to which the Borrower is required to certify in the Notice of Borrowing are no longer true and correct as of the Closing Date, conversion or continuationand the acceptance by the Borrower of the proceeds of any Loans shall constitute a re-certification by the Borrower, whereupon as of the Administrative Agent shall give prompt notice Closing Date, as to the Lenders matters to which the Borrower is required to certify in the Notice of the applicable Tranche Borrowing. Except as otherwise provided in Sections 2.6B, 2.6C, 2.6D and 2.6G, a Notice of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation of the Loans of Borrowing for any Tranche, the Administrative Agent shall notify Borrower (which notice may be by telephone to be followed by confirmation in writing) whether or not the requested Interest Period has been consented to by all the Lenders of such Tranche. Each Borrowing of Loans Loan shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. irrevocable and the Borrower shall be bound to make a borrowing in accordance with a Funding Notice for a Loan that is a LIBOR Rate Loan, unless such Funding Notice is revoked by Borrower prior to the occurrence of the applicable Credit Extension; provided that any such revocation shall be subject to the terms of Section 2.14(e). Promptly upon receipt by Administrative Agent of any Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders may act without liability upon the basis of written, or telecopied notice believed by Administrative Agent in good faith to be from Borrower (or from any Authorized Officer thereof designated in writing purportedly from Borrower to Administrative Agent), it being understood that no Lender nor Administrative Agent shall be obligated in any manner with respect to the funding of any Loan in the absence of the receipt by Administrative Agent of a completed and executed Funding Notice. Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of Borrower, until Administrative Agent and such Lenders receive written notice to the contrary. Administrative Agent and Lenders shall have no duty to verify the authenticity of the signature appearing on any written Funding Noticetherewith.

Borrowing Mechanics. (i) If any Borrower shall desires to borrow under this subsection 2.1, Borrower Representative shall, via an Authorized Officer and on behalf of such Borrower, give notice to the Administrative Agent, which may be given by (A) telephone or (B) delivering a fully executed Funding Notice; provided that any Lender telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Funding Notice. Each such Funding Notice must be received by the Administrative Agent no later than 10:00 11:00 a.m. (or, solely in Chicago time) (promptly confirmed via telecopy) (1) on the case where the Credit Date is the Closing proposed Funding Date, 3:00 p.m.) at least three Business Days in advance of the proposed Credit Date in the case of a Loan that is a LIBOR any Base Rate LoanLoans of $250,000 or less, and no later than 9:00 a.m. or on the date which is (1) one (1) Business Day prior to the proposed Credit Date Funding Date, in the case of a Loan that is a any Base Rate Loan; providedLoans in excess of $250,000, however, that if Borrower wishes to request LIBOR Rate Loans having an Interest Period other than one, two, or (2) on the date which is three or six months in duration, as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 10:00 a.m. four (3) Business Days prior to the proposed Funding Date, in the case of any LIBOR Loan. All such written confirmations shall be made by the delivery by Borrower Representative of a duly executed Loan Request in the form of Exhibit B-1 hereto, which shall set forth (i) the amount of the requested date of such Borrowingadvance, conversion or continuation(ii) the Funding Date therefor (which shall be a Business Day), whereupon and (iii) the Administrative Agent shall give prompt notice to the Lenders identity of the applicable Tranche Borrower(s) on behalf of whom such request advance is requested and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation of the Loans of any Tranche, the Administrative Agent shall notify Borrower (which notice may be by telephone amount to be followed by confirmation in writing) whether disbursed to or on behalf of each such Borrower. Lender shall not the requested Interest Period has been consented incur any liability to by all the Lenders of such Tranche. Each Borrowing of Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. any Borrower shall be bound to make a borrowing in accordance with a Funding Notice for a Loan acting upon any telephonic notice that is a LIBOR Rate Loan, unless such Funding Notice is revoked by Borrower prior to the occurrence of the applicable Credit Extension; provided that any such revocation shall be subject to the terms of Section 2.14(e). Promptly upon receipt by Administrative Agent of any Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders may act without liability upon the basis of written, or telecopied notice believed by Administrative Agent believes in good faith to be from Borrower (or from any have been given by an Authorized Officer thereof designated in writing purportedly from of Borrower Representative or other person authorized to Administrative Agent), it being understood that no Lender nor Administrative Agent shall be obligated in any manner with respect to the funding of any Loan in the absence of the receipt by Administrative Agent of a completed and executed Funding Notice. Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan borrow on behalf of Borrower, until Administrative Agent and any Borrower or for otherwise acting in good faith under this subsection 2.1(C). Lender will not make any advance pursuant to any telephonic notice or otherwise unless Lender has also received the most recent Borrowing Base Certificate then required to be delivered pursuant to Annex B. The making of an advance pursuant to telephonic notice shall constitute a Loan under this Agreement. Each such Lenders receive written notice advance to each Borrower shall be deposited on the contrary. Administrative Agent and Lenders shall have no duty applicable Funding Date therefor in immediately available funds in such account as such Borrower Representative may from time to verify the authenticity of the signature appearing on any written Funding Noticetime designate to Lender in writing.

Borrowing Mechanics. (i) Borrower shall give notice to the Administrative Agent, which may be given by (A) telephone Floating Rate Advances shall be made on irrevocable telephonic or (B) delivering a fully executed Funding Notice; provided that any telephonic written notice must be confirmed promptly by delivery given to the Administrative Agent of a Funding Notice. Each such Funding Notice must be received by the Administrative Agent no later than 10:00 a.m. (or, solely in the case where the Credit Date is the Closing Date, 3:00 p.m.) at least three Business Days in advance of the proposed Credit Date in the case of a Loan that is a LIBOR Rate Loan, and no later than 9:00 a.m. on the proposed Credit Date in the case of a Loan that is a Base Rate Loan; provided, however, that if Borrower wishes to request LIBOR Rate Loans having an Interest Period other than one, two, three or six months in duration, as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 10:00 a.m. four 12:00 noon, Chicago time, on the Business Day on which the proposed Floating Rate Advance is requested to be made. At any time prior to the occurrence of a Default or an Event of Default, Borrower may request the continuation of a Eurodollar Advance or the conversion of any Advance from one Type of Advance to another pursuant to this Agreement; provided that (i) conversions of all or any portion of a Eurodollar Advance may be made only as of the last date of the Interest Period applicable thereto; and (ii) such continuation or conversion would not violate any other provisions of this Agreement. Eurodollar Advances, and any continuations of, or conversions to Eurodollar Advances, shall be in an aggregate principal amount of $1,000,000 or an integral multiple thereof. At any time prior to the occurrence of a Default or an Event of Default, Eurodollar Advances, or continuation of any Eurodollar Advance, or conversion of any Floating Rate Advance to a Eurodollar Advance, may be made upon irrevocable written notice given to Agent by Borrower no later than 12:00 noon, Chicago time, three Business Days prior to the commencement of the Interest Period applicable thereto. In each such notice, Borrower shall specify, as to continuations and conversions, the amount of the Advance to be so continued or converted, as to new Eurodollar Advances, the requested date principal amount thereof, and in any case the applicable Interest Period, and the first and last day of such Borrowingthe Interest Period, conversion or continuation, whereupon each of which shall be a Business Day. Eurodollar Advances shall automatically convert to Floating Rate Advances at the Administrative Agent shall give prompt notice to the Lenders end of the applicable Tranche of such request and determine whether the requested Interest Period is acceptable unless Borrower gives the requisite notice in accordance with the procedures set forth above to all of them. Not later than 10:00 a.m., three Business Days before continue the requested date of such Borrowing, conversion or continuation of the Loans of any Tranche, the Administrative Agent shall notify Borrower (which notice may be by telephone to be followed by confirmation in writing) whether or not the requested Interest Period has been consented to by all the Lenders of such Tranche. Each Borrowing of Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereofsame as Eurodollar Advances. Borrower shall not be bound entitled to make elect any Interest Period with respect to a borrowing in accordance with a Funding Notice for a Loan that is a LIBOR Rate Loan, unless Eurodollar Advance if the provisions of this Agreement would require Borrower to repay or prepay any portion of such Funding Notice is revoked by Borrower Eurodollar Advance prior to the occurrence end of the applicable Credit Extension; provided that such Interest Period. Without limiting Subsections 9.1 or 9.2 or any such revocation shall be subject to the terms other rights and remedies of Section 2.14(e). Promptly upon receipt by Administrative Agent of any Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders may act without liability upon the basis of written, or telecopied notice believed by Administrative Agent in good faith to be from Borrower (or from any Authorized Officer thereof designated in writing purportedly from Borrower to Administrative Agent), it being understood that no Lender nor Administrative Agent shall be obligated in any manner with respect to the funding of any Loan in the absence of the receipt by Administrative Agent of a completed and executed Funding Notice. Administrative Agent and each Lender shall Lender, after the occurrence of a Default or an Event of Default, Eurodollar Advances, continuation of any Eurodollar Advance, or conversion of any Floating Rate Advance to a Eurodollar Advance may only be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf made with the consent of Borrower, until Administrative Agent and such Lenders receive written notice to the contrary. Administrative Agent and Lenders shall have no duty to verify the authenticity of the signature appearing on any written Funding NoticeRequired Lenders.

Borrowing Mechanics. (ia) Borrower Each Term Borrowing and each Revolving Credit Borrowing shall give be made upon the applicable Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone or (B) delivering a fully executed Funding Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Funding Notice. Each such Funding Notice must be received by the Administrative Agent no later than 10:00 a.m. (or, solely in the case where the Credit Date is the Closing Date, 3:00 p.m.) at least three Business Days in advance of the proposed Credit Date in the case of a Loan that is a LIBOR Rate Loan, and no later than 9:00 a.m. on the proposed Credit Date in the case of a Loan that is a Base Rate Loan; provided, however, that if Borrower wishes to request LIBOR Rate Loans having an Interest Period other than one, two, three or six months in duration, as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 10:00 a.m. four (I)12:00 P.M. (New York City time) on the third Business Days Day prior to the requested date of any proposed Borrowing consisting of Eurocurrency Rate Advances denominated in Dollars, (II) 12:00 P.M. (New York City time) on the fourth Business Day prior to the date of any proposed Borrowing consisting of Eurocurrency Rate Advances denominated in any Foreign Currency and (III) 11:00 A.M. (New York City time) on the date of the proposed Borrowing consisting of Base Rate Advances, and the Agent shall then give to each Lender prompt notice thereof by telecopier. Each such notice of a Term Borrowing or a Revolving Credit Borrowing (a “Notice of Borrowing”) shall be given by telephone, confirmed promptly in writing or telecopier in substantially the form of Exhibit C hereto, specifying therein the (i) applicable Borrower, (ii) applicable Facility, (iii) date of such Borrowing, conversion or continuation(iv) Type of Advances comprising such Borrowing, whereupon (v) aggregate amount of such Borrowing, (vi) in the Administrative Agent shall give prompt notice to case of a Borrowing consisting of Eurocurrency Rate Advances, the Lenders of initial Interest Period for such Advance, and (vii) currency for each such Advance; provided, that the applicable Tranche of such Borrower shall not be entitled to request and determine whether any Borrowing that, if made, would result in more than fifteen different Interest Periods being in effect hereunder at any one time. Each Lender shall before 2:00 P.M. (New York City time) on the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation in the case of a Borrowing consisting of Advances denominated in Dollars and, not later than the Loans Applicable Time specified by the Agent in the case of any TrancheBorrowing in any Foreign Currency, make available for the Administrative account of its Applicable Lending Office to the Agent shall notify Borrower (which notice may be by telephone to be followed by confirmation at the applicable Agent’s Account, in writing) whether or not the requested Interest Period has been consented to by all the Lenders same day funds, such Lender’s ratable portion of such TrancheBorrowing. Each Borrowing After the Agent’s receipt of Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Borrower shall be bound to make a borrowing in accordance with a Funding Notice for a Loan that is a LIBOR Rate Loan, unless such Funding Notice is revoked by Borrower prior to the occurrence funds and upon fulfillment of the applicable Credit Extension; provided that any conditions set forth in Article III, the Agent will make such revocation shall be subject funds available to the terms of Section 2.14(e). Promptly upon receipt by Administrative Agent of any Funding Notice, Administrative Agent shall notify each Lender of Borrower requesting the proposed borrowing. Administrative Agent applicable Borrowing at the address and Lenders may act without liability upon the basis of written, or telecopied notice believed by Administrative Agent in good faith to be from Borrower (or from any Authorized Officer thereof designated in writing purportedly from Borrower to Administrative Agent), it being understood that no Lender nor Administrative Agent shall be obligated in any manner with respect to the funding of any Loan in the absence account of such Borrower specified in the receipt by Administrative Agent applicable Notice of a completed and executed Funding Notice. Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of Borrower, until Administrative Agent and such Lenders receive written notice to the contrary. Administrative Agent and Lenders shall have no duty to verify the authenticity of the signature appearing on any written Funding NoticeBorrowing.