Common use of Borrowing Mechanics Clause in Contracts

Borrowing Mechanics. (i) Borrower shall deliver to Administrative Agent a fully executed Borrowing Request no later than (1) 11:00 a.m. (New York City time) two (2) Business Days (or such shorter period as Administrative Agent may agree in its sole discretion) for the Borrowing of the Initial Term Loan on the Closing Date and (2) 11:00 a.m. (New York City time) twelve (12) Business Days (or such shorter period as Administrative Agent may agree in its sole discretion) prior to the proposed Borrowing Date of any Delayed Draw Term Loans or Revolving Loan, and with respect to a Revolving Loan, evidence satisfactory to Administrative Agent confirming such ▇▇▇▇▇▇’s agreement to provide the requested Revolving Loan. Each Borrowing Request shall be irrevocable; provided that, without limiting Section 3.2(e), Borrowing Requests for a Delayed Draw Term Loan may be expressly conditioned upon the compliance with the applicable milestone event set forth in the Milestone Schedule, in each case, to the extent that Borrower reasonably believes (at such time and continuing through the Borrowing Date) such milestone event will be achieved or satisfied in accordance with the terms thereof. Promptly upon receipt by Administrative Agent of such Borrowing Request for Term Loans, Administrative Agent shall notify each Lender of the proposed borrowing. (ii) Each Lender shall make its Term Loan available to Administrative Agent not later than 11:00 a.m. (New York City time) on the Closing Date (or such later time as Administrative Agent may agree in its sole discretion), by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office. Upon satisfaction or waiver of the conditions precedent specified herein and receipt of all funds requested in the applicable Borrowing Request, Administrative Agent shall make the proceeds of the Term Loans available to Borrower on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Term Loans received by Administrative Agent from Lenders to be credited by wire transfer to the account of Borrower as may be designated in writing to Administrative Agent by ▇▇▇▇▇▇▇▇ in said Borrowing Request. Upon satisfaction or waiver of the conditions precedent specified herein (including, without limitation, a Lender’s irrevocable, binding agreement to extend a Revolving Loan expressly referencing this Section and its irrevocable election pursuant to this Agreement) and receipt of all funds requested in the applicable Borrowing Request from the Lender agreeing to provide such Revolving Loan, Administrative Agent shall make the proceeds of the Revolving Loan available to Borrower on the Borrowing Date by causing an amount of same day funds in Dollars equal to the proceeds of each such Revolving Loan received by Administrative Agent from such ▇▇▇▇▇▇(s) to be credited by wire transfer to the account of Borrower as may be designated in writing to Administrative Agent by ▇▇▇▇▇▇▇▇ in said Borrowing Request.

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

Borrowing Mechanics. (i) The Lenders advanced Term Loans to the Borrower in an amount equal to the Initial Draw Amount on the Initial Closing Date. The Lenders advanced Term Loans to the Borrower in an amount equal to the Second Draw Amount on the Second Draw Date. Borrowers shall draw the Term Loan Commitment in an amount equal to the Draw Amount on the Closing Date and all Term Loan Commitments not utilized by Borrower on or prior to the Closing Date shall expire and be of no force or effect without need for any action by any Lender. (ii) Upon satisfaction of the requirements of Section 3.1 (other than those requirements that cannot be met until funding hereunder, provided that such requirements shall be satisfied substantially concurrently with the funding hereunder), or waiver of such requirements by the Required Lenders in accordance with Section 10.5, Borrower shall deliver to Administrative Agent a fully executed Borrowing Request Funding Notice (requesting the Administrative Agent to wire all funds into the Initial Funding Account) no later than 1:00 p.m. New York City time one (1) 11:00 a.m. Business Day prior to the Closing Date. Such Funding Notice shall confirm that (New York City timeA) two to the extent not otherwise waived by the Required Lenders in accordance with Section 10.5, all conditions to funding set forth in Section 3.1 are satisfied (2other than those requirements that cannot be met until funding hereunder, provided that such requirements shall be satisfied substantially concurrently with the funding hereunder) Business Days and (or such shorter period as Administrative Agent may agree in its sole discretionB) for after giving effect to the Borrowing of requested advance, the Initial Term Loan Loans made on the Closing Date and (2) 11:00 a.m. (New York City time) twelve (12) Business Days (or such shorter period as Administrative Agent may agree in its sole discretion) prior to do not exceed the proposed Borrowing Date total amount of any Delayed Draw Term Loans or Revolving Loan, and with respect to a Revolving Loan, evidence satisfactory to Administrative Agent confirming such ▇▇▇▇▇▇’s agreement to provide the requested Revolving Loan. Each Borrowing Request shall be irrevocable; provided that, without limiting Section 3.2(e), Borrowing Requests for a Delayed Draw Term Loan may be expressly conditioned upon Commitments as of the compliance with the applicable milestone event set forth in the Milestone Schedule, in each case, to the extent that Borrower reasonably believes (at such time and continuing through the Borrowing Closing Date) such milestone event will be achieved or satisfied in accordance with the terms thereof. Promptly upon receipt by Administrative Agent of such Borrowing Request for Term LoansFunding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. (ii) Each Lender shall make its Term Loan available Borrower’s request to Administrative Agent not later than 11:00 a.m. (New York City time) on the Closing Date (or such later time as Administrative Agent may agree in its sole discretion), by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office. Upon satisfaction or waiver of the conditions precedent specified herein borrow and receipt of all funds requested in the applicable Borrowing Request, Administrative Agent shall make the proceeds of the Term Loans available to Borrower on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Term Loans received by Administrative Agent from Lenders to be credited by wire transfer to the account of Borrower as may be designated in writing to Administrative Agent by ▇▇▇▇▇▇▇▇ in said Borrowing Request. Upon satisfaction or waiver of the conditions precedent specified herein (including, without limitation, a Lender’s irrevocable, binding agreement to extend a Revolving Loan expressly referencing this Section and its irrevocable election pursuant to this Agreement) and receipt of all funds requested in the applicable Borrowing Request from the Lender agreeing to provide such Revolving Loan, Administrative Agent shall make the proceeds of the Revolving Loan available to Borrower on the Borrowing Date by causing an amount of same day funds in Dollars equal to the proceeds of each such Revolving Loan received by Administrative Agent from such ▇▇▇▇▇▇’s Pro Rata Share of the same. To the extent not otherwise waived by the Required Lenders in accordance with Section 10.5, Lenders shall notify Administrative Agent and Borrower as to whether Lenders concur that all conditions to funding set forth in Section 3.1 are satisfied. Administrative Agent and Lenders (sA) may act without liability upon the basis of written, facsimile or electronic notice believed by Administrative Agent in good faith to be credited by wire transfer to the account of from Borrower as may be (or from any Authorized Officer thereof designated in writing purportedly from Borrower to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request Term Loans on behalf of Borrower until Administrative Agent receives written notice to the contrary and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice. (iii) If Required Lenders have not notified the Administrative Agent and Borrower that any conditions to funding set forth in Sections 3.1 are not satisfied or waived in accordance with Section 10.5, prior to 11:00 a.m. New York City time on the requested funding date, each Lender will make available its Pro Rata Share of Term Loan Commitment to the Administrative Agent prior to 12:00 p.m. New York City time on the requested funding date. All such amounts will be made available in Dollars and in immediately available funds at the Principal Office, and, upon receipt of all requested funds, after verifying Borrower’s wire instructions via telephone, the Administrative Agent will make available to Borrower on the requested funding date at the Principal Office the applicable amount so made available by ▇▇▇▇▇▇▇▇ in said Borrowing Requestthe Lenders. In the event of pre-funding on behalf of a Lender by Administrative Agent, if such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify Borrower and Borrower shall within one (1) Business Day after receiving such notice promptly repay such corresponding amount to the Administrative Agent together with interest thereon, for each day from such Credit Date until the date such amount is paid to Administrative Agent, at the Fixed Rate.

Borrowing Mechanics. (i) The Borrower shall deliver to the Administrative Agent a fully executed Borrowing Request Notice no later than (1) 11:00 a.m. (New York City time) two (2i) with respect to Base Rate Loans, one (1) Business Days Day, and (or such shorter period as Administrative Agent may agree in its sole discretionii) for the Borrowing of the Initial Term Loan on with respect to Eurodollar Rate Loans, three (3) Business Days, prior to the Closing Date and (2) 11:00 a.m. (New York City time) twelve (12) Business Days (or such shorter period the Increased Amount Date, as Administrative Agent may agree in its sole discretion) prior to the proposed Borrowing Date of any Delayed Draw Term Loans or Revolving Loan, and with respect to a Revolving Loan, evidence satisfactory to Administrative Agent confirming such ▇▇▇▇▇▇’s agreement to provide the requested Revolving Loan. Each Borrowing Request shall be irrevocable; provided that, without limiting Section 3.2(e), Borrowing Requests for a Delayed Draw Term Loan may be expressly conditioned upon the compliance with the applicable milestone event set forth in the Milestone Schedule, in each case, to the extent that Borrower reasonably believes (at such time and continuing through the Borrowing Date) such milestone event will be achieved or satisfied in accordance with the terms thereofapplicable. Promptly upon receipt by the Administrative Agent of such Borrowing Request for Term LoansNotice, the Administrative Agent shall notify each Lender of the proposed borrowingBorrowing. (ii) Each Lender shall make its Initial Term Loan available to the Administrative Agent in an amount based on its Pro Rata Share of Borrowings under the Borrowing Notice in accordance with Section 2.02 not later than 11:00 a.m. 12:00 p.m. (New York City time) on the Closing Date (or such later time as Administrative Agent may agree in its sole discretion)Date, by wire transfer of same day funds in Dollars, at the Principal Office designated by the Administrative Agent’s Principal Office. Upon satisfaction or waiver of the conditions precedent specified herein and receipt of all funds requested in herein, the applicable Borrowing Request, Administrative Agent shall make the proceeds of the Initial Term Loans available to the Borrower on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Term Loans received by the Administrative Agent from Lenders to be credited by wire transfer to the account of the Borrower at the Principal Office designated by the Administrative Agent or to such other account as may be designated in writing to the Administrative Agent by ▇▇▇▇▇▇▇▇ the Borrower. (iii) Each New Term Loan Lender shall make its New Term Loan available to the Administrative Agent in said an amount based on its Pro Rata Share of Borrowings under the Borrowing RequestNotice in accordance with Section 2.02 not later than 12:00 p.m. (New York City time) on the Increased Amount Date, by wire transfer of same day funds in Dollars, at the Principal Office designated by the Administrative Agent. Upon satisfaction or waiver of the conditions precedent specified herein (includingherein, without limitation, a Lender’s irrevocable, binding agreement to extend a Revolving Loan expressly referencing this Section and its irrevocable election pursuant to this Agreement) and receipt of all funds requested in the applicable Borrowing Request from the Lender agreeing to provide such Revolving Loan, Administrative Agent shall make the proceeds of the Revolving Loan New Term Loans available to the Borrower on the Borrowing Increased Amount Date by causing an amount of same day funds in Dollars equal to the proceeds of each all such Revolving Loan Loans received by the Administrative Agent from such ▇▇▇▇▇▇(s) the New Term Loan Lenders to be credited by wire transfer to the account of the Borrower at the Principal Office designated by the Administrative Agent or to such other account as may be designated in writing to the Administrative Agent by ▇▇▇▇▇▇▇▇ in said Borrowing Requestthe Borrower.

Borrowing Mechanics. Term Loans under a respective Tranche made on any Funding Date as Base Rate Loans or as LIBOR Loans with a particular Interest Period shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount. Revolving Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount. Whenever Company desires that Lenders make Term Loans (iwhether Initial Term Loans, Delayed Draw Term Loans or Incremental Term Loans) Borrower or Revolving Loans to Company it shall deliver to Administrative Agent at the Notice Office a fully executed Notice of Borrowing Request no later than (1) 11:00 a.m. A.M. (New York City time) two (2) at least three Business Days (or such shorter period as Administrative Agent may agree in its sole discretion) for the Borrowing of the Initial Term Loan on the Closing Date and (2) 11:00 a.m. (New York City time) twelve (12) Business Days (or such shorter period as Administrative Agent may agree in its sole discretion) prior to the proposed Borrowing Date of any Delayed Draw Term Loans or Revolving Loan, and with respect to a Revolving Loan, evidence satisfactory to Administrative Agent confirming such ▇▇▇▇▇▇’s agreement to provide the requested Revolving Loan. Each Borrowing Request shall be irrevocable; provided that, without limiting Section 3.2(e), Borrowing Requests for a Delayed Draw Term Loan may be expressly conditioned upon the compliance with the applicable milestone event set forth in the Milestone Schedule, in each case, to the extent that Borrower reasonably believes (at such time and continuing through the Borrowing Date) such milestone event will be achieved or satisfied in accordance with the terms thereof. Promptly upon receipt by Administrative Agent of such Borrowing Request for Term Loans, Administrative Agent shall notify each Lender advance of the proposed borrowing. Funding Date (iiin the case of a LIBOR Loan) Each Lender shall make its Term Loan available to Administrative Agent not or no later than 11:00 a.m. A.M. (New York City time) on any proposed Funding Date (in the case of a Base Rate Loan). The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount of such borrowing requested and whether the respective borrowing shall consist of Initial Term Loans, Delayed Draw Term Loans, Revolving Loans or Incremental Term Loans, and if Incremental Term Loans, the specific Tranche thereof, (iii) in the case of Revolving Loans not made on the Closing Date Date, whether such Loans shall be Base Rate Loans or LIBOR Loans, and (iv) in the case of any Loans requested to be made as LIBOR Loans, the initial Interest Period requested therefor. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and LIBOR Loans in the manner provided in Section 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice of the required time of any borrowing under this Section 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Administrative Agent shall promptly give each Lender which is required to make Loans of the Tranche specified in the respective Notice of Borrowing, written notice (or telephonic notice promptly confirmed in writing) of each proposed borrowing, of such later time as Lender’s proportionate share thereof and of the other matters required by this Section 2.1B to be specified in the Notice of Borrowing. Neither Administrative Agent may agree nor any Lender shall incur any liability to Company in its sole discretion)acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this Section 2.1B, and upon funding of Loans by wire transfer Lenders in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected Loans hereunder. Company shall notify Administrative Agent prior to the funding of same day funds any Loans in Dollars, at Administrative Agent’s Principal Office. Upon satisfaction or waiver the event that any of the conditions precedent specified herein and receipt of all funds requested matters to which Company is required to certify in the applicable Notice of Borrowing Requestis no longer true and correct as of the applicable Funding Date, Administrative Agent shall make and the acceptance by Company of the proceeds of the Term any Loans available to Borrower on the Closing Date shall constitute a re-certification by causing an amount of same day funds in Dollars equal to the proceeds of all such Term Loans received by Administrative Agent from Lenders to be credited by wire transfer to the account of Borrower Company, as may be designated in writing to Administrative Agent by ▇▇▇▇▇▇▇▇ in said Borrowing Request. Upon satisfaction or waiver of the conditions precedent specified herein (includingapplicable Funding Date, without limitation, a Lender’s irrevocable, binding agreement as to extend a Revolving Loan expressly referencing this Section and its irrevocable election pursuant matters to this Agreement) and receipt of all funds requested which Company is required to certify in the applicable Borrowing Request from the Lender agreeing to provide such Revolving Loan, Administrative Agent shall make the proceeds Notice of the Revolving Loan available to Borrower on the Borrowing Date by causing an amount of same day funds in Dollars equal to the proceeds of each such Revolving Loan received by Administrative Agent from such ▇▇▇▇▇▇(s) to be credited by wire transfer to the account of Borrower as may be designated in writing to Administrative Agent by ▇▇▇▇▇▇▇▇ in said Borrowing RequestBorrowing.

Borrowing Mechanics. (i) Borrower Borrowers delivered to Administrative Agent a fully executed Funding Notice with respect to Initial Term Loans made on the Closing Date. (ii) Borrowers delivered to Administrative Agent a fully executed Funding Notice with respect to New Term Loans made on the New Term Loan Closing Date. (iii) Borrowers delivered to Administrative Agent a fully executed Funding Notice with respect to Tranche 2 Term Loans made on the Tranche 2 Effective Date. (iv) With respect to the Tranche 3 Term Loan Commitments established pursuant to Section 2.1(a)(iv) (other than Tranche 3 Term Loan Commitments in respect of Tranche 1 Term Loans or Tranche 2 Term Loans that the Lenders thereof have agreed to convert into Tranche 3 Term Loans), Bor- rowers shall deliver to Administrative Agent a fully executed Borrowing Request Funding Notice no later than (1) 11:00 10:00 a.m. (New York City time) two (2) at least three Business Days (or such shorter period as Administrative Agent may agree in its sole discretion) for the Borrowing advance of the Initial proposed Credit Date in the case of a Tranche 3 Term Loan on the Closing Date that is a LIBOR Rate Loan, and (2) 11:00 no later than 9:00 a.m. (New York City time) twelve on the proposed Credit Date in the case of a Tranche 3 Term Loan that is a Base Rate Loan (12) Business Days (or which proposed Credit Date shall be the Third Restatement Effective Date). Borrowers shall be bound to make a borrowing in accordance with a Funding Notice for a Tranche 3 Term Loan that is a LIBOR Rate Loan unless such shorter period as Administrative Agent may agree in its sole discretion) Funding Notice is revoked by the applicable Borrower prior to the proposed Borrowing Date occurrence of the applicable Credit Extension; provided that any Delayed Draw Term Loans or Revolving Loan, and with respect to a Revolving Loan, evidence satisfactory to Administrative Agent confirming such ▇▇▇▇▇▇’s agreement to provide the requested Revolving Loan. Each Borrowing Request revocation shall be irrevocable; provided that, without limiting Section 3.2(e), Borrowing Requests for a Delayed Draw Term Loan may be expressly conditioned upon the compliance with the applicable milestone event set forth in the Milestone Schedule, in each case, subject to the extent that Borrower reasonably believes (at such time and continuing through the Borrowing Date) such milestone event will be achieved or satisfied in accordance with the terms thereofof Section 2.14(c). Promptly upon receipt by Administrative Agent of such Borrowing Request for Term Loansany 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 the Borrowers (or from any Authorized Officer thereof designated in writing purportedly from Borrowers to Administrative Agent), it being understood that no Lender nor Administrative Agent shall be obligated in any manner with respect to the funding of any Loan in the absence of the receipt by Administrative Agent of a completed and executed Funding Notice. Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of a Borrower until Administrative Agent and such 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. (iiv) Each Lender shall make its Tranche 3 Term Loan (other than Tranche 3 Term Loans comprised of Tranche 1 Term Loans or Tranche 2 Term Loans that the Lenders thereof have agreed to convert into Tranche 3 Term Loans) available to Administrative Agent not later than 11:00 a.m. 12:00 noon (New York City time) on the Closing Date (or such later time as Administrative Agent may agree in its sole discretion)applicable Credit Date, by wire transfer of same day funds in Dollars, at the Principal Office designated by the Administrative Agent’s Principal Office. Upon satisfaction or waiver of the conditions precedent specified herein and receipt of all funds requested in the applicable Borrowing Requestherein, Administrative Agent shall make the proceeds of the Term Loans available to Borrower Borrowers on the Closing applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Term Loans received by Administrative Agent from Lenders to be credited by wire transfer to the account of the applicable Borrower at the Principal Office designated by the Administrative Agent or to such other account as may be designated in writing to Administrative Agent by ▇▇▇▇▇▇▇▇ in said Borrowing Request. Upon satisfaction or waiver of the conditions precedent specified herein (including, without limitation, a Lender’s irrevocable, binding agreement to extend a Revolving Loan expressly referencing this Section and its irrevocable election pursuant to this Agreement) and receipt of all funds requested in the applicable Borrowing Request from the Lender agreeing to provide such Revolving Loan, Administrative Agent shall make the proceeds of the Revolving Loan available to Borrower on the Borrowing Date by causing an amount of same day funds in Dollars equal to the proceeds of each such Revolving Loan received by Administrative Agent from such ▇▇▇▇▇▇(s) to be credited by wire transfer to the account of Borrower as may be designated in writing to Administrative Agent by ▇▇▇▇▇▇▇▇ in said Borrowing RequestBorrowers.

Borrowing Mechanics. (i) Borrower shall draw the entire Term Loan Commitment on the Closing Date and all Term Loan Commitments not utilized by Borrower on the Closing Date shall expire and be of no force or effect without need for any action by any Lender. (ii) Upon satisfaction of the requirements of Section 3.1 (other than those requirements that cannot be met until funding hereunder, provided that such requirements shall be satisfied substantially concurrently with the funding hereunder), or waiver of such requirements by the Required Lenders in accordance with Section 10.5, Borrower shall deliver to Administrative Agent a fully executed Borrowing Request Funding Notice (requesting the Administrative Agent to wire all funds into the Initial Funding Account) no later than 1:00 p.m. New York City time one (1) 11:00 a.m. Business Day prior to the Closing Date. Such Funding Notice shall confirm that (New York City timeA) two to the extent not otherwise waived by the Required Lenders in accordance with Section 10.5, all conditions to funding set forth in Section 3.1 are satisfied (2other than those requirements that cannot be met until funding hereunder, provided that such requirements shall be satisfied substantially concurrently with the funding hereunder) Business Days and (or such shorter period as Administrative Agent may agree in its sole discretionB) for after giving effect to the Borrowing of requested advance, the Initial Term Loan Loans made on the Closing Date and (2) 11:00 a.m. (New York City time) twelve (12) Business Days (or such shorter period as Administrative Agent may agree in its sole discretion) prior to do not exceed the proposed Borrowing Date total amount of any Delayed Draw Term Loans or Revolving Loan, and with respect to a Revolving Loan, evidence satisfactory to Administrative Agent confirming such ▇▇▇▇▇▇’s agreement to provide the requested Revolving Loan. Each Borrowing Request shall be irrevocable; provided that, without limiting Section 3.2(e), Borrowing Requests for a Delayed Draw Term Loan may be expressly conditioned upon Commitments as of the compliance with the applicable milestone event set forth in the Milestone Schedule, in each case, to the extent that Borrower reasonably believes (at such time and continuing through the Borrowing Closing Date) such milestone event will be achieved or satisfied in accordance with the terms thereof. Promptly upon receipt by Administrative Agent of such Borrowing Request for Term LoansFunding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. (ii) Each Lender shall make its Term Loan available Borrower’s request to Administrative Agent not later than 11:00 a.m. (New York City time) on the Closing Date (or such later time as Administrative Agent may agree in its sole discretion), by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office. Upon satisfaction or waiver of the conditions precedent specified herein borrow and receipt of all funds requested in the applicable Borrowing Request, Administrative Agent shall make the proceeds of the Term Loans available to Borrower on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Term Loans received by Administrative Agent from Lenders to be credited by wire transfer to the account of Borrower as may be designated in writing to Administrative Agent by ▇▇▇▇▇▇▇▇ in said Borrowing Request. Upon satisfaction or waiver of the conditions precedent specified herein (including, without limitation, a Lender’s irrevocable, binding agreement to extend a Revolving Loan expressly referencing this Section and its irrevocable election pursuant to this Agreement) and receipt of all funds requested in the applicable Borrowing Request from the Lender agreeing to provide such Revolving Loan, Administrative Agent shall make the proceeds of the Revolving Loan available to Borrower on the Borrowing Date by causing an amount of same day funds in Dollars equal to the proceeds of each such Revolving Loan received by Administrative Agent from such ▇▇▇▇▇▇’s Pro Rata Share of the same. To the extent not otherwise waived by the Required Lenders in accordance with Section 10.5, Lenders shall notify Administrative Agent and Borrower as to whether Lenders concur that all conditions to funding set forth in Section 3.1 are satisfied. Administrative Agent and Lenders (sA) may act without liability upon the basis of written, facsimile or electronic notice believed by Administrative Agent in good faith to be credited by wire transfer to the account of from Borrower as may be (or from any Authorized Officer thereof designated in writing purportedly from Borrower to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request Term Loans on behalf of Borrower until Administrative Agent receives written notice to the contrary and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice. (iii) If Required Lenders have not notified the Administrative Agent and Borrower that any conditions to funding set forth in Sections 3.1 are not satisfied or waived in accordance with Section 10.5, prior to 11:00 a.m. New York City time on the requested funding date, each Lender will make available its Pro Rata Share of Term Loan Commitment to the Administrative Agent prior to 12:00 p.m. New York City time on the requested funding date. All such amounts will be made available in Dollars and in immediately available funds at the Principal Office, and, upon receipt of all requested funds, after verifying Borrower’s wire instructions via telephone, the Administrative Agent will make available to Borrower on the requested funding date at the Principal Office the applicable amount so made available by ▇▇▇▇▇▇▇▇ in said Borrowing Requestthe Lenders. In the event of pre-funding on behalf of a Lender by Administrative Agent, if such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify Borrower and Borrower shall within one (1) Business Day after receiving such notice promptly repay such corresponding amount to the Administrative Agent together with interest thereon, for each day from such Credit Date until the date such amount is paid to Administrative Agent, at the Fixed Rate.

Borrowing Mechanics. Revolving Loans made on any Funding Date (other than Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv) for the purpose of repaying any Swing Line Loans or Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it) that are made as (i) Borrower Eurodollar Rate Loans shall be in an aggregate minimum amount of $5,000,000 or (ii) Base Rate Loans shall be in an aggregate minimum amount of $2,000,000. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $500,000. Whenever Company desires that Lenders make Revolving Loans it shall deliver to Administrative Agent a fully executed Notice of Borrowing Request no later than (1) 11:00 a.m. 1:00 P.M. (New York City time) two (2) at least three Business Days (or such shorter period as Administrative Agent may agree in its sole discretion) for the Borrowing advance of the Initial Term Loan on proposed Funding Date (in the Closing Date and (2case of a Eurodollar Rate Loan) 11:00 a.m. (New York City time) twelve (12) or at least one Business Days (or such shorter period as Administrative Agent may agree Day in its sole discretion) prior to advance of the proposed Borrowing Funding Date (in the case of any Delayed Draw Term Loans or Revolving a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, and with respect to a Revolving Loan, evidence satisfactory it shall deliver to Administrative Agent confirming such ▇▇▇▇▇▇’s agreement to provide the requested Revolving Loan. Each a Notice of Borrowing Request shall be irrevocable; provided that, without limiting Section 3.2(e), Borrowing Requests for a Delayed Draw Term Loan may be expressly conditioned upon the compliance with the applicable milestone event set forth in the Milestone Schedule, in each case, to the extent that Borrower reasonably believes (at such time and continuing through the Borrowing Date) such milestone event will be achieved or satisfied in accordance with the terms thereof. Promptly upon receipt by Administrative Agent of such Borrowing Request for Term Loans, Administrative Agent shall notify each Lender of the proposed borrowing. (ii) Each Lender shall make its Term Loan available to Administrative Agent not no later than 11:00 a.m. 1:00 P.M. (New York City time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and Type of Loans requested, (iii) in the case of Swing Line Loans and any Loans made on the Closing Date, that such Loans shall be Base Rate Loans, (iv) in the case of Revolving Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Notwithstanding anything contained herein to the contrary, during the period commencing on (and including) the Closing Date and ending on the earlier of (or such later time as i) the one-month anniversary of the date on which the first Eurodollar Rate Loan is made under this Agreement and (ii) the date Administrative Agent sends notice to Company indicating that Lenders' primary syndication has been concluded, (a) Company may agree in its sole discretion), by wire transfer only request Base Rate Loans and Eurodollar Rate Loans with an Interest Period of same one month and (b) the last day funds in Dollars, at Administrative Agent’s Principal Office. Upon satisfaction or waiver of the conditions precedent specified herein Interest Period applicable to any Eurodollar Rate Loan shall be the one- month anniversary of the date on which the first Eurodollar Rate Loan is made under this Agreement. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B, and receipt upon funding of all funds requested Loans by Lenders in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected Loans hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing Requestis no longer true and correct as of the applicable Funding Date, Administrative Agent shall make and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the Term Loans available to Borrower on the Closing Date by causing an amount of same day funds in Dollars equal applicable Funding Date, as to the proceeds of all such Term Loans received by Administrative Agent from Lenders matters to be credited by wire transfer which Company is required to the account of Borrower as may be designated in writing to Administrative Agent by ▇▇▇▇▇▇▇▇ in said Borrowing Request. Upon satisfaction or waiver of the conditions precedent specified herein (including, without limitation, a Lender’s irrevocable, binding agreement to extend a Revolving Loan expressly referencing this Section and its irrevocable election pursuant to this Agreement) and receipt of all funds requested certify in the applicable Notice of Borrowing Request from the Lender agreeing to provide such Revolving Loan, Administrative Agent shall make the proceeds of the Revolving Loan available to Borrower on the Borrowing Date by causing an amount of same day funds in Dollars equal as modified pursuant to the proceeds notice provided for in the first clause of each this sentence (it being understood that the making of such Revolving Loans by Lenders shall not in any way be construed as a waiver by Lenders of any matter set forth in such notice). Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan received by Administrative Agent from such ▇▇▇▇▇▇(sor telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to be credited by wire transfer to the account of Borrower as may be designated make a borrowing in writing to Administrative Agent by ▇▇▇▇▇▇▇▇ in said Borrowing Requestaccordance therewith.

Borrowing Mechanics. (ia) Borrower The Borrowing Base shall be determined by Administrative Agent based on the most recent Borrowing Base Certificate delivered to Administrative Agent in accordance with this Agreement and such other information as may be available to Administrative Agent. Without limiting any other rights and remedies of Administrative Agent hereunder or under the other Loan Documents, the Loans shall be subject to Administrative Agent’s continuing right to withhold from the Borrowing Base reserves, and to increase and decrease such reserves from time to time, if and to the extent that in Administrative Agent’s reasonable business judgment such reserves are necessary. Administrative Agent, in its reasonable discretion, may adjust the Borrowing Base from time to time, in a manner consistent with Administrative Agent’s reasonable business judgment, underwriting practices and procedures. (b) No more frequently than twice per calendar month, ▇▇▇▇▇▇▇▇ shall deliver to Administrative Agent a fully executed Borrowing Request Loan Notice no later than (1) 11:00 10:00 a.m. (New York City time) two (2) Business Days prior to the date of such proposed borrowing (“Funding Date”) (or such shorter period as Administrative Agent may agree in its sole discretion) for the Borrowing of the Initial Term ). Each such Loan on the Closing Date and (2) 11:00 a.m. (New York City time) twelve (12) Business Days (or such shorter period as Notice shall be effective upon receipt by Administrative Agent may agree in its sole discretion) prior to the proposed Borrowing Date of any Delayed Draw Term Loans or Revolving Loan, and with respect to a Revolving Loan, evidence satisfactory to Administrative Agent confirming such ▇▇▇▇▇▇’s agreement to provide the requested Revolving Loan. Each Borrowing Request shall be irrevocable; provided that, without limiting Section 3.2(e), Borrowing Requests for a Delayed Draw Term Loan may be expressly conditioned upon the compliance with the applicable milestone event set forth in the Milestone Schedule, in each case, to the extent that Borrower reasonably believes (at such time and continuing through the Borrowing Date) such milestone event will be achieved or satisfied in accordance with the terms thereof. Promptly upon receipt by Administrative Agent of such Borrowing Request for Term Loansthe Loan Notice, Administrative Agent shall notify each Lender of the proposed borrowingborrowing to be made on a Funding Date. Unless otherwise approved by the Administrative Agent in advance in writing, the proceeds of all Loans shall be funded to the CollateralDesignated Account. (iic) Each Lender shall make its Term Loan Loans available to Administrative Agent not later than 11:00 10:00 a.m. (New York City time) on the Closing Date (or such later time as Administrative Agent may agree in its sole discretion)a Funding Date, by wire transfer of same day funds in Dollars, at to the account designated by Administrative Agent’s Principal Office. Upon satisfaction or waiver of the conditions precedent specified herein and receipt of all the applicable funds requested in the applicable Borrowing RequestLoan Notice, Administrative Agent shall make the proceeds of the Term Loans available to Borrower on the Closing a Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Term Loans received by Administrative Agent from the Lenders to be credited by wire transfer wired to the account of Borrower as may be designated in writing to Administrative Agent by ▇▇▇▇▇▇▇▇ in said Borrowing Request▇. (d) Subject to Section 3.7, (i) each Loan shall be a SOFR Based Loan with the Interest Period specified herein and (ii) following the initial Interest Period hereunder, such SOFR Based Loan shall automatically continue into a new Interest Period until the Maturity Date. Upon satisfaction Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and Administrative Agent, at the request of Required Lenders, so notifies Borrower, then, so long as such Event of Default is continuing (i) no outstanding Loan may be converted to or waiver continued as a SOFR Based Loan and (ii) unless repaid, each SOFR Based Loan shall automatically be converted to a Base Rate Loan at the end of the conditions precedent specified herein Interest Period therefor. (includinge) Subject to Section 3.1 and Section 3.2, without limitationall amounts owed hereunder with respect to the Loans shall be paid in full no later than the Maturity Date. (f) Unless previously terminated, a Lender’s irrevocable, binding agreement to extend a Revolving Loan expressly referencing this Section and its irrevocable election pursuant to this Agreement) and receipt of all funds requested in the applicable Borrowing Request from the Lender agreeing to provide such Revolving Loan, Administrative Agent Commitments shall make the proceeds of the Revolving Loan available to Borrower automatically terminate on the Borrowing Date by causing an amount of same day funds in Dollars equal to the proceeds of each such Revolving Loan received by Administrative Agent from such ▇▇▇▇▇▇(s) to be credited by wire transfer to the account of Borrower as may be designated in writing to Administrative Agent by ▇▇▇▇▇▇▇▇ in said Borrowing RequestCommitment Termination Date.

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

Borrowing Mechanics. Working Capital Loans and Other Bridge Loans designated by Company as Working Capital Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 and integral multiples of $50,000 in excess of that amount; Acquisition Loans and Acquisition Bridge Loans shall be in an amount no greater than necessary to acquire the Eligible Asset(s) described in the related Notice of Borrowing less an amount equal to the Investment of Principal advanced to Company under the Warehouse Agreement for such Eligible Asset(s); Hedge Loans and Other Bridge Loans designated by Company as Hedge Loans shall be in an amount equal to the current Margin Excess; Interest Shortfall Loans and Other Bridge Loans designated by Company as Interest Shortfall Loans shall be in an amount not to exceed the difference between the Available Balance (ias defined in the Paying Agent Agreement) Borrower in the Collection Account as of a Cut-Off Date and the amount to be distributed therefrom on the next succeeding Interest Payment Date, pursuant to Section 2.5 or Section 2.6, as the case may be, of the Warehouse Agreement; and Loans evidenced by the 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 or an Other Bridge Loan designated by Company as an Interim Hedge Loan. Whenever Company desires that Lenders make an Interim Hedge Loan or an Other Bridge Loan designated by Company as an Interim Hedge Loan, it shall deliver to Administrative Agent each Lender a fully executed Notice of Borrowing Request no later than 12:00 noon (New York time) on the Business Day at least one (1) 11:00 a.m. Business Day in advance of the proposed Funding Date, in which case Lenders shall fund such Loan by 12:00 noon (New York City time) on the Funding Date. Whenever Company desires that Lenders make an Interest Shortfall Loan or an Other Bridge Loan designated by Company as an Interest Shortfall Loan, it shall deliver to each Lender a Notice of Borrowing no later than 5:00 p.m. (New York time) on the Business Day at least two (2) Business Days (or such shorter period as Administrative Agent may agree in its sole discretion) for the Borrowing advance of the Initial Term next succeeding Interest Payment Date, in which case Lenders shall fund such Loan on the Closing Date and (2) 11:00 a.m. by 5:30 p.m. (New York City time) twelve (12) Business Days (or such shorter period as Administrative Agent may agree in its sole discretion) prior to the proposed Borrowing Date of any Delayed Draw Term Loans or Revolving Loan, and with respect to a Revolving Loan, evidence satisfactory to Administrative Agent confirming such ▇▇▇▇▇▇’s agreement to provide the requested Revolving Loan. Each Borrowing Request shall be irrevocable; provided that, without limiting Section 3.2(e), Borrowing Requests for a Delayed Draw Term Loan may be expressly conditioned upon the compliance with the applicable milestone event set forth in the Milestone Schedule, in each case, to the extent that Borrower reasonably believes (at such time and continuing through the Borrowing Date) such milestone event will be achieved or satisfied in accordance with the terms thereof. Promptly upon receipt by Administrative Agent of such Borrowing Request for Term Loans, Administrative Agent shall notify each Lender of the proposed borrowing. (ii) Each Lender shall make its Term Loan available to Administrative Agent not later than 11:00 a.m. (New York City time) on the Closing 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, Interest Shortfall Loan or an Other Bridge Loan designated by Company as either an Interim Hedge Loan or an Interest Shortfall Loan, it shall deliver to each Lender a Notice of Borrowing no later than 12:00 noon (New York time) on the Business Day at least two (2) Business Days in advance of the proposed Funding Date, in which case Lenders shall fund such Loan by 12:00 noon (New York time) on the Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (or such later time as Administrative Agent may agree in its sole discretionwhich shall be a Business Day), by wire transfer (ii) whether the request is for an Acquisition Loan, an Acquisition Bridge Loan, an Interest Shortfall Loan, a Hedge Loan, a Working Capital Loan and/or an Other Bridge Loan (in which case, Company shall further specify whether such Other Bridge Loan is designated an Interest Shortfall Loan, a Hedge Loan and/or a Working Capital Loan), (iii) the total amount of same day funds in DollarsLoans requested, at Administrative Agent’s Principal Office. Upon satisfaction or waiver (iv) the amount allocable to each Loan Category, (v) a description of the conditions precedent specified herein and receipt use of all funds requested in the applicable Borrowing Request, Administrative Agent shall make the proceeds of the Term requested Loans available (and in the case of Acquisition Loans, sufficient additional detail to Borrower on describe the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Term Loans received by Administrative Agent from Lenders to be credited by wire transfer to the account of Borrower as may be designated in writing to Administrative Agent by ▇▇▇▇▇▇▇▇ in said Borrowing Request. Upon satisfaction or waiver underlying transaction) and (vi) a reconciliation of the conditions precedent specified herein (including, without limitation, a Lender’s irrevocable, binding agreement to extend a Revolving Loan expressly referencing this Section and its irrevocable election pursuant to this Agreement) and receipt use of all funds requested in the applicable Borrowing Request from the Lender agreeing to provide such Revolving Loan, Administrative Agent shall make the proceeds of the Revolving Loan available to Borrower on Loans, excluding any Working Capital Loans, made with the Borrowing Date by causing an amount of same day funds in Dollars equal to the proceeds of each such Revolving Loan received by Administrative Agent from such ▇▇▇▇▇▇(s) to be credited by wire transfer to the account of Borrower as may be designated in writing to Administrative Agent by ▇▇▇▇▇▇▇▇ in said Borrowing Requestpreceding borrowing."

Borrowing Mechanics. Acquisition Loans and Working Capital Loans made on any Funding Date shall 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 current Margin Excess; Interest Shortfall Loans shall be in an amount not to exceed the difference between the Available Balance (ias defined in the Paying Agent Agreement) Borrower in the Collection Account as of a Cut-Off Date and the amount to be distributed therefrom on the next succeeding Interest Payment Date, pursuant to Section 2.5 or Section 2.6, as the case may be, of the Warehouse Agreement; and Loans evidenced by the 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 Administrative Agent each Lender a fully executed Notice of Borrowing Request no later than 12:00 noon (New York time) on the Business Day at least one (1) 11:00 a.m. Business Day in advance of the proposed Funding Date, in which case Lenders shall fund such Loan by 12:00 noon (New York City 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 two (2) Business Days (or such shorter period as Administrative Agent may agree in its sole discretion) for the Borrowing advance of the Initial Term next succeeding Interest Payment Date, in which case Lenders shall fund such Loan by 5:30 p.m. (New York time) on the Closing Date and 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) 11:00 a.m. Business Days in advance of the proposed Funding Date, in which case Lenders shall fund such Loan by 12:00 noon (New York City time) twelve on the Funding Date. The Notice of Borrowing shall specify (12i) Business Days (or such shorter period as Administrative Agent may agree in its sole discretion) prior to the proposed Borrowing Funding Date of any Delayed Draw Term Loans or Revolving (which shall be a Business Day), (ii) whether the request is for an Acquisition Loan, and with respect to a Revolving an Interest Shortfall Loan, evidence satisfactory a Hedge Loan and/or a Working Capital Loan, (iii) the total amount of Loans requested, (iv) the amount allocable to Administrative Agent confirming such ▇▇▇▇▇▇’s agreement to provide each Loan Category, (v) a description of the use of proceeds of the requested Revolving Loan. Each Borrowing Request shall be irrevocable; provided thatLoans (and in the case of Acquisition Loans, without limiting Section 3.2(e)sufficient additional detail to describe the underlying transaction) and (vi) a reconciliation of the use of proceeds of the Loans, Borrowing Requests for a Delayed Draw Term Loan may be expressly conditioned upon the compliance excluding any Working Capital Loans, made with the applicable milestone event set forth in the Milestone Schedule, in each case, to the extent that Borrower reasonably believes (at such time and continuing through the Borrowing Date) such milestone event will be achieved or satisfied in accordance with the terms thereofpreceding borrowing. Promptly upon receipt by Administrative Agent of such Borrowing Request for Term Loans, Administrative Agent Company shall notify each Lender prior to the funding of any Loans if any of the proposed borrowing. (ii) Each Lender shall make its Term Loan available matters to Administrative Agent not later than 11:00 a.m. (New York City time) on the Closing Date (or such later time as Administrative Agent may agree in its sole discretion), by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office. Upon satisfaction or waiver of the conditions precedent specified herein and receipt of all funds requested which Company is required to certify in the applicable Notice of Borrowing Requestis no longer true and correct as of the applicable Funding Date, Administrative Agent shall make and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the Term Loans available to Borrower on the Closing Date by causing an amount of same day funds in Dollars equal applicable Funding Date, as to the proceeds of all such Term Loans received by Administrative Agent from Lenders matters to be credited by wire transfer which Company is required to the account of Borrower as may be designated in writing to Administrative Agent by ▇▇▇▇▇▇▇▇ in said Borrowing Request. Upon satisfaction or waiver of the conditions precedent specified herein (including, without limitation, a Lender’s irrevocable, binding agreement to extend a Revolving Loan expressly referencing this Section and its irrevocable election pursuant to this Agreement) and receipt of all funds requested certify in the applicable Notice of Borrowing. A Notice of Borrowing Request from the Lender agreeing shall be irrevocable and Company shall be bound to provide such Revolving Loan, Administrative Agent shall make the proceeds of the Revolving Loan available to Borrower on the Borrowing Date by causing an amount of same day funds a borrowing in Dollars equal to the proceeds of each such Revolving Loan received by Administrative Agent from such ▇▇▇▇▇▇(s) to be credited by wire transfer to the account of Borrower as may be designated in writing to Administrative Agent by ▇▇▇▇▇▇▇▇ in said Borrowing Requestaccordance therewith.

Borrowing Mechanics. (i) Borrower Except for Revolving Loans made on the Closing Date, Revolving Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount. Whenever Borrowers desire that Lenders make Revolving Loans, they shall deliver a Notice of Borrowing to Administrative Agent a fully executed Borrowing Request no later than (1) 11:00 a.m. 1:00 P.M. (New York City time) two (2) at least three Business Days (or such shorter period as Administrative Agent may agree in its sole discretion) for the Borrowing advance of the Initial Term Loan proposed Funding Date (in the case of a LIBOR Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and Type of Loans requested, (iii) in the case of Revolving Loans not made on the Closing Date Date, whether such Loans shall be Base Rate Loans or LIBOR Loans, (iv) in the case of any Loans requested to be made as LIBOR Loans, the initial Interest Period requested therefore, and (2v) 11:00 a.m. (New York City time) twelve (12) Business Days (information about the account of Borrowers to be credited. Revolving Loans may be continued as or such shorter period as converted into Base Rate Loans and LIBOR Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Borrowers may give Administrative Agent may agree telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED that such notice shall be promptly confirmed in its sole discretion) writing by delivery of a Notice of Borrowing to Administrative Agent on the date such notice was given. Neither Administrative Agent nor any Lender shall incur any liability to Borrowers in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of Borrowers or for otherwise acting in good faith under this subsection 2.1B, and upon funding of Revolving Loans by Lenders in accordance with this Agreement pursuant to any such telephonic notice Borrowers shall have effected Revolving Loans hereunder. Borrowers shall notify Administrative Agent prior to the proposed Borrowing Date funding of any Delayed Draw Term Revolving Loans or Revolving Loan, and with respect to a Revolving Loan, evidence satisfactory to Administrative Agent confirming such ▇▇▇▇▇▇’s agreement to provide the requested Revolving Loan. Each Borrowing Request shall be irrevocable; provided that, without limiting Section 3.2(e), Borrowing Requests for a Delayed Draw Term Loan may be expressly conditioned upon the compliance with the applicable milestone event set forth in the Milestone Schedule, in each case, to the extent event that Borrower reasonably believes (at such time and continuing through the Borrowing Date) such milestone event will be achieved or satisfied in accordance with the terms thereof. Promptly upon receipt by Administrative Agent of such Borrowing Request for Term Loans, Administrative Agent shall notify each Lender any of the proposed borrowing. (ii) Each Lender shall make its Term Loan available matters to Administrative Agent not later than 11:00 a.m. (New York City time) on the Closing Date (or such later time as Administrative Agent may agree in its sole discretion), by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office. Upon satisfaction or waiver of the conditions precedent specified herein and receipt of all funds requested which Borrowers are required to certify in the applicable Notice of Borrowing Requestis no longer true and correct as of the applicable Funding 33 CREDIT AGREEMENT Date, Administrative Agent shall make and the acceptance by Borrowers of the proceeds of any Revolving Loans shall constitute a re-certification by Borrowers, as of the Term Loans available to Borrower on the Closing Date by causing an amount of same day funds in Dollars equal applicable Funding Date, as to the proceeds of all such Term Loans received by Administrative Agent from Lenders matters to be credited by wire transfer which Borrowers are required to the account of Borrower as may be designated in writing to Administrative Agent by ▇▇▇▇▇▇▇▇ in said Borrowing Request. Upon satisfaction or waiver of the conditions precedent specified herein (including, without limitation, a Lender’s irrevocable, binding agreement to extend a Revolving Loan expressly referencing this Section and its irrevocable election pursuant to this Agreement) and receipt of all funds requested certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing Request from the Lender agreeing to provide such Revolving Loan, for a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable once Administrative Agent receives such notice, and Borrowers shall be bound to make the proceeds of the Revolving Loan available to Borrower on the Borrowing Date by causing an amount of same day funds a borrowing in Dollars equal to the proceeds of each such Revolving Loan received by Administrative Agent from such ▇▇▇▇▇▇(s) to be credited by wire transfer to the account of Borrower as may be designated in writing to Administrative Agent by ▇▇▇▇▇▇▇▇ in said Borrowing Requestaccordance therewith.

Borrowing Mechanics. (i) Each Loan shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the Lenders of such Class proportionately to their applicable Pro Rata Shares. At the commencement of each Interest Period for any Eurodollar Rate Borrowing, such Borrowing shall be in an aggregate amount of $5,000,000 or an integral multiple of $1,000,000 in excess of such amount; provided that a Eurodollar Rate Borrowing that results from a continuation of an outstanding Eurodollar Rate Borrowing may be in an aggregate amount that is equal to the amount of such outstanding Borrowing. To request a Borrowing, the Borrower shall deliver to the Administrative Agent a fully completed and executed Borrowing Request no Funding Notice (A) in the case of a Eurodollar Rate Borrowing, not later than (1) 11:00 a.m. 1:00 p.m. (New York City time) two (2) at least three Business Days in advance of the proposed Credit Date (or which shall be a Business Day) (or, in the case of a Tranche B Term Borrowing, such shorter period as may be acceptable to the Administrative Agent may agree in its sole discretionAgent) for the Borrowing of the Initial Term Loan on the Closing Date and (2B) 11:00 a.m. in the case of a Base Rate Borrowing, not later than 1:00 p.m. (New York City time) twelve (12) Business Days (or such shorter period as Administrative Agent may agree in its sole discretion) prior to on the proposed Borrowing Credit Date of any Delayed Draw Term Loans or Revolving Loan, and with respect to a Revolving Loan, evidence satisfactory to Administrative Agent confirming such ▇▇▇▇▇▇’s agreement to provide the requested Revolving Loan. Each Borrowing Request (which shall be irrevocable; provided that, without limiting Section 3.2(e), Borrowing Requests for a Delayed Draw Term Loan may be expressly conditioned upon the compliance with the applicable milestone event set forth in the Milestone ScheduleBusiness Day) (or, in each case, with respect to any Borrowing of Incremental Term Loans or Refinancing Term Loans, not later than such other time as shall be specified therefor in the extent that Borrower reasonably believes (at such time and continuing through the Borrowing Date) such milestone event will be achieved applicable Incremental Facility Agreement or satisfied in accordance with the terms thereofRefinancing Facility Agreement). Promptly upon receipt by the Administrative Agent of such Borrowing Request for Term Loansa Funding Notice in accordance with this paragraph, the Administrative Agent shall notify each Lender of the proposed borrowing. (ii) applicable Class of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Following delivery of a Funding Notice for a Eurodollar Rate Borrowing, any failure to make such Borrowing shall be subject to Section 2.17(c). Each Lender shall make its Term the principal amount of each Loan required to be made by it hereunder on any Credit Date available to the Administrative Agent not later than 11:00 a.m. 2:00 p.m. (New York City time) on the Closing such Credit Date (or, with respect to any Borrowing of Incremental Term Loans or Refinancing Term Loans, not later than such later other time as Administrative Agent may agree shall be specified therefor in its sole discretion), the applicable Incremental Facility Agreement or Refinancing Facility Agreement) by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office. Upon satisfaction or waiver of the conditions precedent specified herein and receipt of all funds requested in the applicable Borrowing Request, Administrative Agent shall make the proceeds of the Term Loans available to Borrower on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Term Loans received by Administrative Agent from Lenders to be credited by wire transfer to the account of Borrower as may be designated in writing to the Administrative Agent most recently designated by ▇▇▇▇▇▇▇▇ it for such purpose by notice to the Lenders. The Administrative Agent will make each such Loan available to the Borrower by promptly remitting the amounts so received, in said Borrowing Request. Upon satisfaction or waiver of like funds, to the conditions precedent account specified herein (including, without limitation, a Lender’s irrevocable, binding agreement to extend a Revolving Loan expressly referencing this Section and its irrevocable election pursuant to this Agreement) and receipt of all funds requested by the Borrower in the applicable Borrowing Request from the Lender agreeing to provide such Revolving Loan, Administrative Agent shall make the proceeds of the Revolving Loan available to Borrower on the Borrowing Date by causing an amount of same day funds in Dollars equal to the proceeds of each such Revolving Loan received by Administrative Agent from such ▇▇▇▇▇▇(s) to be credited by wire transfer to the account of Borrower as may be designated in writing to Administrative Agent by ▇▇▇▇▇▇▇▇ in said Borrowing RequestFunding Notice. [Reserved]. [Reserved].

Borrowing Mechanics. (a) Except as provided in Section 2.3(b) or (c), Borrowings shall be made on notice from the Borrower to the Payments Administrator, given not later than 1:00 P.M. New York City time on the date on which the proposed Borrowing consisting of Base Rate Loans is requested to be made and on the third Business Day prior to the date on which any proposed Borrowing consisting of Eurodollar Rate Loans is requested to be made. (i) Borrower Each Notice of Borrowing shall deliver to Administrative Agent a fully executed be given by either telephone, telecopy, telex, facsimile or cable, and, if by telephone, confirmed in writing, substantially in the form of Exhibit B-1 (the "Notice of Borrowing"). Each Notice of Borrowing Request no later than (1) 11:00 a.m. (New York City time) two (2) Business Days (or such shorter period as Administrative Agent may agree in its sole discretion) for the Borrowing of the Initial Term Loan shall be irrevocable by and binding on the Closing Date and (2) 11:00 a.m. (New York City time) twelve (12) Business Days (or such shorter period as Administrative Agent may agree in its sole discretion) prior to the proposed Borrowing Date of any Delayed Draw Term Loans or Revolving Loan, and with respect to a Revolving Loan, evidence satisfactory to Administrative Agent confirming such ▇▇▇▇▇▇’s agreement to provide the requested Revolving Loan. Each Borrowing Request shall be irrevocable; provided that, without limiting Section 3.2(e), Borrowing Requests for a Delayed Draw Term Loan may be expressly conditioned upon the compliance with the applicable milestone event set forth in the Milestone Schedule, in each case, to the extent that Borrower reasonably believes (at such time and continuing through the Borrowing Date) such milestone event will be achieved or satisfied in accordance with the terms thereof. Promptly upon receipt by Administrative Agent of such Borrowing Request for Term Loans, Administrative Agent shall notify each Lender of the proposed borrowingBorrower. (ii) Each Lender The Borrower shall make its Term Loan available to Administrative Agent not later than 11:00 a.m. (New York City time) on notify the Closing Date (or such later time as Administrative Agent may agree Payments Administrator in its sole discretion), by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office. Upon satisfaction or waiver writing of the conditions precedent specified herein names of the officers authorized to request Revolving Loans on behalf of Borrower, and receipt shall provide the Payments Administrator with a specimen signature of each such officer. The Payments Administrator shall be entitled to rely conclusively on such officers' authority to request Revolving Loans on behalf of the Borrower until the Payments Administrator receives written notice to the contrary. The Payments Administrator shall have no duty to verify the authenticity of the signature appearing on any Notice of Borrowing or other writing delivered pursuant to this Section 2.3(a) and, with respect to an oral request for Revolving Loans, the Payments Administrator shall have no duty to verify the identity of any individual representing himself as one of the officers authorized to make such request on behalf of the Borrower. Neither the Payments Administrator nor any of the Lenders shall incur any liability to the Borrower as a result of acting upon any telephonic notice referred to in this Section 2.3(a) which notice the Payments Administrator believes in good faith to have been given by a duly authorized officer or other individual authorized to request Revolving Loans on behalf of the Borrower or for otherwise acting reasonably and in good faith under this Section 2.3(a) and, upon the funding of Revolving Loans by the Lenders in accordance with this Credit Agreement, pursuant to any such telephonic notice, the Borrower shall be deemed to have made a Borrowing of Revolving Loans hereunder. (iii) In a Notice of Borrowing, the Borrower may request one or more Borrowings on a single day. Each such Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Loans of the same Type and shall be in an aggregate amount for all funds Lenders of not less than $1,000,000 in the case of Eurodollar Rate Loans. Unless otherwise requested in the applicable Borrowing RequestNotice of Borrowing, Administrative Agent all Revolving Loans shall make the proceeds be Base Rate Loans. The right of the Term Borrower to choose Eurodollar Rate Loans available is subject to the provisions of Section 2.3(a)(iv) and 4.3(c). (iv) Notwithstanding the foregoing, the Borrower may not incur Eurodollar Rate Loans prior to the Syndication Date. (b) The Borrower has informed the Agent that it has a checking account (the "Disbursement Account") with B of A for general corporate purposes, including the purpose of paying trade payables and other operating expenses. The Lenders hereby authorize the Payments Administrator, and so long as the conditions for Borrowing in Article 5 remain satisfied, the Payments Administrator on behalf of the Closing Date by causing an Lenders may but shall not be obligated to make Revolving Loans to cover the amount of same day funds checks presented for payment and other disbursements from the Disbursement Account. Such Borrowings shall be of Base Rate Loans only and will at no time exceed the amount available for the Borrowing of Revolving Loans under Section 2.2 (as determined in Dollars equal good faith by the Agent). In the event that the Borrower provides the Agent with written notice that it has opened a checking account with Bankers Trust (Delaware) ("BT Delaware") and intends this account to replace the then existing Disbursement Account, then from and after the date set forth in such notice therefore the Disbursement Account shall be such account with BT Delaware and advice from BT Delaware of amounts required to cover amounts set forth in the second sentence of this clause (b) will be deemed a sufficient Notice of Borrowing. (c) In the event the Borrower is unable to comply with (i) the Borrowing Base limitations set forth in Section 2.2(a) or (ii) the conditions precedent to the proceeds making of all such Term Loans received by Administrative Agent from a Revolving Loan or the issuance of a Letter of Credit set forth in Section 5.2, the Lenders to be credited by wire transfer to authorize the Payments Administrator, for the account of the Lenders, to make Revolving Loans (the "Agent Advances") to the Borrower as may be designated in writing for a period commencing on the date the Payments Administrator first receives a Notice of Borrowing requesting an Agent Advance until the earlier of (i) the fifteenth Business Day after such date, (ii) the date the Borrower is again able to Administrative Agent by ▇▇▇▇▇▇▇▇ in said comply with the Borrowing Request. Upon satisfaction or waiver of Base limitations and the conditions precedent specified herein to the making of Revolving Loans and issuance of Letters of Credit, or obtains an amendment or waiver with respect thereto, or (includingiii) the date the Required Lenders instruct the Payments Administrator to cease making Agent Advances (in each case, without limitation, a Lender’s irrevocable, binding agreement the "Agent Advance Period"). The Payments Administrator shall not make any Agent Advance to extend a Revolving Loan expressly referencing this Section the extent that at such time the amount of such Agent Advance when added to the aggregate outstanding amount of other Agent Advances would exceed the lesser of (A) the remainder of (i) the Total Available Commitments at such time LESS (ii) the Outstandings at such time and its irrevocable election pursuant to this Agreement(B) and receipt the lesser of all funds requested in the applicable Borrowing Request from the Lender agreeing to provide such Revolving Loan, Administrative Agent shall make the proceeds (x) $20,000,000 or (y) 10% of the Revolving Loan available Outstandings at such time. Agent Advances will be subject to Borrower on periodic settlement with the Borrowing Date by causing an amount of same day funds in Dollars equal to the proceeds of each such Revolving Loan received by Administrative Agent from such ▇▇▇▇▇▇(s) to be credited by wire transfer to the account of Borrower as may be designated in writing to Administrative Agent by ▇▇▇▇▇▇▇▇ in said Borrowing RequestLenders under Section 2.4.

Borrowing Mechanics. (i) Working Capital Loans made on any Funding Date shall be in a minimum amount of $5,000.00 and integral multiples of $1,000.00 in excess of that, amount whenever the Borrower desires that the Bank make a Working Capital Loan to the Borrower, the Borrower shall deliver to Administrative Agent the Bank a fully executed Borrowing Request Certificate no later than 11:00 A.M. (1) 11:00 a.m. (New York City Louisville, Kentucky, time) two (2) Business Days (or such shorter period as Administrative Agent may agree in its sole discretion) for on the proposed Funding Date. Each Working Capital Loan requested by the Borrower shall be made to the Borrower on the Funding Date selected by the Borrower unless the Borrowing of Certificate pertaining to such Working Capital Loan is delivered to the Initial Term Bank after the date and time, as applicable, specified above, in which event the Bank has the option to make the particular Working Capital Loan to the Borrower on the Closing first Business Day that qualifies as a Funding Date and (2) 11:00 a.m. (New York City time) twelve (12) Business Days (or such shorter period as Administrative Agent may agree in its sole discretion) prior to the proposed Borrowing Date of any Delayed Draw Term Loans or Revolving Loan, and with respect to a Revolving Loan, evidence satisfactory to Administrative Agent confirming such ▇▇▇▇▇▇’s agreement to provide the requested Revolving Loan. Each Borrowing Request shall be irrevocable; provided that, without limiting Section 3.2(e), Borrowing Requests for a Delayed Draw Term Loan may be expressly conditioned upon the compliance with the applicable milestone event set forth in the Milestone Schedule, in each case, to the extent that Borrower reasonably believes (at such time and continuing through the Borrowing Date) such milestone event will be achieved or satisfied in accordance with the terms thereofprovisions of this Section 2.1(c). Promptly upon receipt by Administrative Agent The Borrowing Certificate shall be in the form of such Borrowing Request for Term LoansExhibit D annexed hereto and shall specify (i) the proposed Funding Date (which shall be a Business Day), Administrative Agent shall notify each Lender and (ii) that the amount of the proposed borrowing. (ii) Each Lender Working Capital Loan will not cause the Total Utilization of Working Capital Commitment to exceed the lesser of the Working Capital Commitment or the Borrowing Base. In lieu of delivering the above described Borrowing Certificate, the Borrower may give the Bank telephonic notice by the required time of the requested Working Capital Loan under this Section 2; provided that such notice shall make its Term Loan available be promptly confirmed in writing by delivery of a Borrowing Certificate to Administrative Agent not later than 11:00 a.m. (New York City time) the Bank on or before 12:00 Noon on the Closing Date (requested Funding Date. The Bank shall not incur any liability to the Borrower in acting upon any telephonic notice referred to above which the Bank believes in good faith to have been given by a duly Authorized Officer or such later time as Administrative Agent may agree in its sole discretion), by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office. Upon satisfaction or waiver other Person authorized to borrow on behalf of the conditions precedent specified herein and receipt of all funds requested Borrower or for otherwise acting in the applicable Borrowing Request, Administrative Agent shall make the proceeds of the Term Loans available to Borrower on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Term Loans received by Administrative Agent from Lenders to be credited by wire transfer to the account of Borrower as may be designated in writing to Administrative Agent by ▇▇▇▇▇▇▇▇ in said Borrowing Request. Upon satisfaction or waiver of the conditions precedent specified herein (including, without limitation, a Lender’s irrevocable, binding agreement to extend a Revolving Loan expressly referencing good faith under this Section 2.1(c) and, upon funding of any Working Capital Loan by the Bank in accordance with this Amended and its irrevocable election Restated Loan Agreement pursuant to this Agreement) and receipt of all funds requested in any telephonic notice, the applicable Borrowing Request from the Lender agreeing to provide Borrower shall have effected such Revolving Loan, Administrative Agent shall make the proceeds of the Revolving Working Capital Loan available to Borrower on the Borrowing Date by causing an amount of same day funds in Dollars equal to the proceeds of each such Revolving Loan received by Administrative Agent from such ▇▇▇▇▇▇(s) to be credited by wire transfer to the account of Borrower as may be designated in writing to Administrative Agent by ▇▇▇▇▇▇▇▇ in said Borrowing Requesthereunder.

Borrowing Mechanics. (i) The Borrower shall deliver to the Administrative Agent a fully executed Borrowing Request Notice no later than (1) 11:00 a.m. (New York City time) two (2i) with respect to Base Rate Loans, one (1) Business Days Day, and (or such shorter period as Administrative Agent may agree in its sole discretionii) for the Borrowing of the Initial Term Loan on with respect to Eurodollar Rate Loans, three (3) Business Days, prior to the Closing Date and (2) 11:00 a.m. (New York City time) twelve (12) Business Days (or such shorter period the Increased Amount Date, as Administrative Agent may agree in its sole discretion) prior to the proposed Borrowing Date of any Delayed Draw Term Loans or Revolving Loan, and with respect to a Revolving Loan, evidence satisfactory to Administrative Agent confirming such ▇▇▇▇▇▇’s agreement to provide the requested Revolving Loan. Each Borrowing Request shall be irrevocable; provided that, without limiting Section 3.2(e), Borrowing Requests for a Delayed Draw Term Loan may be expressly conditioned upon the compliance with the applicable milestone event set forth in the Milestone Schedule, in each case, to the extent that Borrower reasonably believes (at such time and continuing through the Borrowing Date) such milestone event will be achieved or satisfied in accordance with the terms thereofapplicable. Promptly upon receipt by the Administrative Agent of such Borrowing Request for Term LoansNotice, the Administrative Agent shall notify each Lender of the proposed borrowingBorrowing. (ii) Each Lender shall make its Initial Term Loan available to the Administrative Agent in an amount based on its Pro Rata Share of Borrowings under the Borrowing Notice in accordance with Section 2.02 not later than 11:00 a.m. 12:00 p.m. (New York City time) on the Closing Date (or such later time as Administrative Agent may agree in its sole discretion)Date, by wire transfer of same day funds in Dollars, at the Principal Office designated by the Administrative Agent’s Principal Office. Upon satisfaction or waiver of the conditions precedent specified herein and receipt of all funds requested in herein, the applicable Borrowing Request, Administrative Agent shall make the proceeds of the Initial Term Loans available to the Borrower on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Term Loans received by the Administrative Agent from Lenders to be credited by wire transfer to the account of the Borrower at the Principal Office designated by the Administrative Agent or to such other account as may be designated in writing to the Administrative Agent by ▇▇▇▇▇▇▇▇ the Borrower. (iii) Each New Term Loan Lender shall make its New Term Loan available to the Administrative Agent in said an amount based on its Pro Rata Share of Borrowings under the Borrowing RequestNotice in accordance with Section 2.02 not later than 12:00 p.m. (New York City time) on the applicable Increased Amount Date, by wire transfer of same day funds in Dollars, at the Principal Office designated by the Administrative Agent. Upon satisfaction or waiver of the conditions precedent specified herein (includingherein, without limitation, a Lender’s irrevocable, binding agreement to extend a Revolving Loan expressly referencing this Section and its irrevocable election pursuant to this Agreement) and receipt of all funds requested in the applicable Borrowing Request from the Lender agreeing to provide such Revolving Loan, Administrative Agent shall make the proceeds of the Revolving Loan New Term Loans available to the Borrower on the Borrowing such Increased Amount Date by causing an amount of same day funds in Dollars equal to the proceeds of each all such Revolving Loan Loans received by the Administrative Agent from such ▇▇▇▇▇▇(s) the New Term Loan Lenders to be credited by wire transfer to the account of the Borrower at the Principal Office designated by the Administrative Agent or to such other account as may be designated in writing to the Administrative Agent by ▇▇▇▇▇▇▇▇ in said Borrowing Requestthe Borrower.

Borrowing Mechanics. (i) Borrower shall deliver to Administrative Agent a fully executed Borrowing Request no later than (1) 11:00 a.m. (New York City time) two LIBOR Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. (2) On any day when any Borrower desires a Revolving Advance under this subsection 2.1, Administrative Borrower shall give Administrative Agent telephonic notice of the proposed borrowing by 12:00 p.m. Chicago time on the Funding Date of a Base Rate Loan and three Business Days (or such shorter period as Administrative Agent may agree in its sole discretion) for the Borrowing advance of the Initial Term Loan Funding Date of a LIBOR Loan, which notice shall specify the proposed Funding Date (which shall be a Business Day), whether such Loans shall consist of Base Rate Loans or LIBOR Loans, and, for LIBOR Loans, the Interest Period applicable thereto. Loans made on the Closing Date and (2) 11:00 a.m. (New York City time) twelve (12) Business Days (or initially shall be made as Base Rate Loans. Any such shorter period as telephonic notice shall be confirmed with a Notice of Borrowing on the same day. Neither Administrative Agent nor Lenders shall incur any liability to any Borrower for acting upon any telephonic notice or Notice of Borrowing Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of a Borrower or for otherwise acting in good faith under this subsection 2.1(D). Neither Administrative Agent nor Revolving Loan Lenders will be required to make any Revolving Advance pursuant to any telephonic notice unless Administrative Agent has also received the most recent Monthly Borrowing Base Certificate and Semi-Monthly Borrowing Base Certificate and all other documents required under Section 3 and the Reporting Rider hereof by 12:00 p.m. Chicago time. Each Revolving Advance shall be deposited by wire transfer in immediately available funds in such account as Borrowers may agree in its sole discretion) prior from time to the proposed Borrowing Date of any Delayed Draw Term Loans or Revolving Loan, and with respect to a Revolving Loan, evidence satisfactory time designate to Administrative Agent confirming such ▇▇▇▇▇▇’s agreement in writing. The becoming due of any amount required to provide be paid under this Agreement or any of the requested Revolving Loan. Each Borrowing Request other Loan Documents as principal, Lender Letter of Credit reimbursement obligation, accrued interest and fees shall be irrevocable; provided thatdeemed irrevocably to be an automatic request by Borrowers for a Revolving Advance, without limiting Section 3.2(ewhich shall be a Base Rate Loan on the due date of, and in the amount required to pay (as set forth on Administrative Agent's books and records), Borrowing Requests for a Delayed Draw Term Loan may be expressly conditioned upon the compliance with the applicable milestone event set forth in the Milestone Schedulesuch principal, in each caseLender Letter of Credit reimbursement obligation, to the extent that Borrower reasonably believes (at such time accrued interest and continuing through the Borrowing Date) such milestone event will be achieved or satisfied in accordance with the terms thereof. Promptly upon receipt by Administrative Agent of such Borrowing Request for Term Loans, Administrative Agent shall notify each Lender of the proposed borrowingfees. (ii) Each Lender shall make its Term Loan available to Administrative Agent not later than 11:00 a.m. (New York City time) on the Closing Date (or such later time as Administrative Agent may agree in its sole discretion), by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office. Upon satisfaction or waiver of the conditions precedent specified herein and receipt of all funds requested in the applicable Borrowing Request, Administrative Agent shall make the proceeds of the Term Loans available to Borrower on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Term Loans received by Administrative Agent from Lenders to be credited by wire transfer to the account of Borrower as may be designated in writing to Administrative Agent by ▇▇▇▇▇▇▇▇ in said Borrowing Request. Upon satisfaction or waiver of the conditions precedent specified herein (including, without limitation, a Lender’s irrevocable, binding agreement to extend a Revolving Loan expressly referencing this Section and its irrevocable election pursuant to this Agreement) and receipt of all funds requested in the applicable Borrowing Request from the Lender agreeing to provide such Revolving Loan, Administrative Agent shall make the proceeds of the Revolving Loan available to Borrower on the Borrowing Date by causing an amount of same day funds in Dollars equal to the proceeds of each such Revolving Loan received by Administrative Agent from such ▇▇▇▇▇▇(s) to be credited by wire transfer to the account of Borrower as may be designated in writing to Administrative Agent by ▇▇▇▇▇▇▇▇ in said Borrowing Request.

Borrowing Mechanics. (i) Borrower shall deliver to Administrative Agent a fully executed Borrowing Request no later than (1) 11:00 a.m. (New York City time) two 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) Business Days (On any day when Borrower desires a Revolving Advance or such shorter period as Administrative Term Loan B Advance under this subsection 2.1, Borrower shall give Agent may agree in its sole discretion) for the Borrowing written or telephonic notice of the Initial proposed borrowing by 11:00 a.m. Dallas, Texas time on the Funding Date and shall specify the proposed Funding Date (which shall be a Business Day). Each Revolving Advance or Term Loan B Advance shall initially be a Base Rate Loan. (3) Revolving Advances can not be Fixed Rate Loans at any time. The Borrower may make a one-time election on the Closing Date and for the Term Loan A to be a Base Rate Loan or a Fixed Rate Loan (2) 11:00 a.m. any such election shall be irrevocable through the term of this Agreement). At the end of each Borrowing Period, Borrower make a one time election to convert the applicable Converted Term Loan B Amount to a Fixed Rate Loan (New York City time) twelve any such election shall be irrevocable through the term of this Agreement). If such election is not made by Borrower with respect to the Converted Term Loan B Amount at least three (123) Business Days (or such shorter period as Administrative Agent may agree in its sole discretion) prior to the proposed end of the Borrowing Date of any Delayed Draw Period, such Converted Term Loans or Revolving Loan B Amount shall continue to be a Base Rate Loan, and with respect to a Revolving Loan, evidence satisfactory to Administrative Agent confirming . (4) Any such ▇▇▇▇▇▇’s agreement to provide the requested Revolving Loan. Each Borrowing Request telephonic notice shall be irrevocable; provided thatconfirmed with a Notice of Borrowing on the same day as such request. Neither Agent nor Lender shall incur any liability to Borrower for acting upon any telephonic notice or a Notice of Borrowing which Agent believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of Borrower or for otherwise acting in good faith under this subsection 2.1(D). (5) Neither Agent nor Lender will be required to make any advance pursuant to any telephonic or written notice or a Notice of Borrowing, without limiting Section 3.2(e), Borrowing Requests for a Delayed Draw Term Loan may be expressly conditioned upon unless all of the compliance with the applicable milestone event terms and conditions set forth in Section 3 have been satisfied and Agent has also received the Milestone Schedulemost recent Borrowing Base Certificate and all other documents required under Section 5 and the Reporting Rider by 11:00 a.m. Dallas, in each case, to Texas time on the extent that Borrower reasonably believes (at such time and continuing through the Borrowing Date) such milestone event will be achieved or satisfied in accordance with the terms thereof. Promptly upon receipt by Administrative Agent date of such Borrowing Request for Term Loans, Administrative Agent shall notify each Lender of the proposed borrowing. (ii) funding request. Each Lender shall make its Revolving Advance and Term Loan available to Administrative Agent not later than 11:00 a.m. (New York City time) on the Closing Date (or such later time as Administrative Agent may agree in its sole discretion), B Advance shall be deposited by wire transfer of same day in immediately available funds in Dollars, at Administrative Agent’s Principal Office. Upon satisfaction or waiver of the conditions precedent specified herein and receipt of all funds requested such account as Borrower may from time to time designate to Agent in the applicable Borrowing Request, Administrative Agent shall make the proceeds of the Term Loans available to Borrower on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Term Loans received by Administrative Agent from Lenders to be credited by wire transfer to the account of Borrower as may be designated in writing to Administrative Agent by ▇▇▇▇▇▇▇▇ in said Borrowing Request. Upon satisfaction or waiver of the conditions precedent specified herein (including, without limitation, a Lender’s irrevocable, binding agreement to extend a Revolving Loan expressly referencing this Section and its irrevocable election pursuant to this Agreement) and receipt of all funds requested in the applicable Borrowing Request from the Lender agreeing to provide such Revolving Loan, Administrative Agent shall make the proceeds of the Revolving Loan available to Borrower on the Borrowing Date by causing an amount of same day funds in Dollars equal to the proceeds of each such Revolving Loan received by Administrative Agent from such ▇▇▇▇▇▇(s) to be credited by wire transfer to the account of Borrower as may be designated in writing to Administrative Agent by ▇▇▇▇▇▇▇▇ in said Borrowing Requestwriting.

Borrowing Mechanics. (ia) Except as provided in Section 2.3(b) or (c), Borrowings shall be made on notice from the Borrower shall deliver to Administrative Agent a fully executed Borrowing Request no later than (1) 11:00 a.m. (New York City time) two (2) Business Days (or such shorter period as Administrative Agent may agree in its sole discretion) for the Borrowing of the Initial Term Loan on the Closing Date and (2) 11:00 a.m. (New York City time) twelve (12) Business Days (or such shorter period as Administrative Agent may agree in its sole discretion) prior to the proposed Borrowing Date of any Delayed Draw Term Loans or Revolving LoanPayments Administrator, and with respect to a Revolving Loan, evidence satisfactory to Administrative Agent confirming such ▇▇▇▇▇▇’s agreement to provide the requested Revolving Loan. Each Borrowing Request shall be irrevocable; provided that, without limiting Section 3.2(e), Borrowing Requests for a Delayed Draw Term Loan may be expressly conditioned upon the compliance with the applicable milestone event set forth in the Milestone Schedule, in each case, to the extent that Borrower reasonably believes (at such time and continuing through the Borrowing Date) such milestone event will be achieved or satisfied in accordance with the terms thereof. Promptly upon receipt by Administrative Agent of such Borrowing Request for Term Loans, Administrative Agent shall notify each Lender of the proposed borrowing. (ii) Each Lender shall make its Term Loan available to Administrative Agent given not later than 11:00 a.m. 1:00 P.M. (New York City time) on the Closing Date date on which the proposed Borrowing consisting of Base Rate Loans is requested to be made and on the third Business Day prior to the date on which any proposed Borrowing consisting of Eurodollar Rate Loans is requested to be made. (i) Each Notice of Borrowing shall be given by either telephone, telecopy, telex, facsimile or such later time as Administrative Agent may agree cable, and, if by telephone, confirmed in its sole discretionwriting, substantially in the form of Exhibit B-1 (the "NOTICE OF BORROWING"), by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office. Upon satisfaction or waiver appropriately completed to specify the aggregate principal amount of the conditions precedent Loans to be made pursuant to such Borrowing, the date of such Borrowing (which shall be a Business Day), whether the Loans being made pursuant to such Borrowing shall constitute Term Loans or Revolving Loans and whether the Loans being made pursuant to such Borrowing are to be initially maintained as Base Rate Loans or Eurodollar Rate Loans and, if Eurodollar Rate Loans, the initial Interest Period to be applicable thereto. The Payments Administrator shall promptly give each Lender which is required to make such Loan of the Tranche specified herein in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender's proportionate share thereof and receipt of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. Each Notice of Borrowing shall be irrevocable by and binding on the Borrower. (ii) The Borrower shall notify the Payments Administrator in writing of the names of the officers authorized to request the Loans on behalf of Borrower, and shall provide the Payments Administrator with a specimen signature of each such officer. The Payments Administrator shall be entitled to rely conclusively on such officers' authority to request the Loans on behalf of the Borrower until the Payments Administrator receives written notice to the contrary. The Payments Administrator shall have no duty to verify the authenticity of the signature appearing on any Notice of Borrowing or other writing delivered pursuant to this Section 2.3(a) and, with respect to an oral request for the Loans, the Payments Administrator shall have no duty to verify the identity of any individual representing himself as one of the officers authorized to make such request on behalf of the Borrower. Neither the Payments Administrator nor any of the Lenders shall incur any liability to the Borrower as a result of acting upon any telephonic notice referred to in this Section 2.3(a) which notice the Payments Administrator believes in good faith to have been given by a duly authorized officer or other individual authorized to request the Loans on behalf of the Borrower or for otherwise acting reasonably and in good faith under this Section 2.3(a) and, upon the funding of the Loans by the Lenders in accordance with this Credit Agreement, pursuant to any such telephonic notice, the Borrower shall be deemed to have made a Borrowing of the Loans hereunder. (iii) In a Notice of Borrowing, the Borrower may request one or more Borrowings on a single day. Each such Borrowing shall, unless otherwise specifically provided therein, consist entirely of Loans of the same Type and shall be in an aggregate amount for all funds Lenders of not less than $1,000,000 in the case of Eurodollar Rate Loans. Unless otherwise requested in the applicable Notice of Borrowing, all Loans shall be Base Rate Loans. All Term Loans and Revolving Loans made on the Effective Date shall initially be Base Rate Loans and thereafter may be continued as Base Rate Loans or converted into Eurodollar Rate Loans, in the manner provided in Section 4.3(b). The right of the Borrower to choose Eurodollar Rate Loans is subject to the provisions of Section 2.3(a)(v) and 4.3(c). (iv) Upon the Payments Administrator's receipt of one or more Notices of Borrowing Requestwith respect to the Loans to be made on any given date, Administrative Agent the Payments Administrator shall give each Lender prompt notice by telephone or facsimile transmission of such Notice of Borrowing. Subject to the reasonable determination by the Payments Administrator that the applicable conditions for borrowing contained in Article 5 are satisfied, (x) each Term Loan Lender shall make available to the proceeds Payments Administrator at the Payment Office its Term Loan Proportionate Share of the Term Loans (if any) to be made on such date, in immediately available funds no later than 3:00 P.M. New York City time on such date and (y) each Revolving Credit Lender shall make available to Borrower the Payments Administrator at the Payment Office its Revolving Credit Proportionate Share of the aggregate amount of Revolving Loans to be made on such date, in immediately available funds no later than 3:00 P.M. New York City time on such date. Notwithstanding the foregoing, Incremental Loans to be made on any date shall be made in accordance with the relevant provisions of Section 2.1 Unless the Payments Administrator receives contrary written notice prior to (unless the Initial Borrowing Date is the date of such Borrowing, in which case no later than 11:00 A.M. (New York City time) on the Closing Date by causing an Initial Borrowing Date) of any Borrowing, it is entitled to assume that each Lender will make available the amounts specified above and, in reliance upon such assumption, but without any obligation to do so, the Payments Administrator may advance such amounts on behalf of the Lenders (with the Lenders being obligated to the Payments Administrator for any such advances in accordance with the provisions of Section 2.4(c)). (v) Notwithstanding the foregoing, prior to the Syndication Date, Loans may only be incurred and maintained as, and/or Converted into, Eurodollar Rate Loans as long as such Loans, together with all other outstanding Eurodollar Rate Loans are subject to a one-month Interest Period which, in each case, begins and ends on the same day, with the first of such Interest Periods not to begin prior to the third Business Day following the Initial Borrowing Date. (b) The Borrower has informed the Administrative Agent that it has a checking account (such checking account, together with any other checking accounts established as contemplated in the last sentence of this clause (b) collectively, the "DISBURSEMENT ACCOUNT") with Bank of America for general corporate purposes, including the purpose of paying trade payables and other operating expenses. The Lenders hereby authorize the Payments Administrator and, so long as the conditions for Borrowing in Article 5 remain satisfied, the Payments Administrator on behalf of the Lenders may but shall not be obligated to make Revolving Loans to cover the amount of same day funds checks presented for payment and other disbursements from the Disbursement Account. Such Borrowings shall be of Base Rate Loans only and will at no time exceed the amount available for the Borrowing of Revolving Loans under Section 2.2 (as determined in Dollars equal good faith by the Administrative Agent). The Borrower may open additional checking accounts with financial institutions satisfactory to the proceeds of all Payments Administrator so long as each such Term Loans received by Administrative Agent from Lenders to be credited by wire transfer to checking account constitutes a Deposit Account (as defined in the account of Borrower as may be designated in writing to Administrative Agent by ▇▇▇▇▇▇▇▇ in said Borrowing Request. Upon satisfaction or waiver of the conditions precedent specified herein (including, without limitation, a Lender’s irrevocable, binding agreement to extend a Revolving Loan expressly referencing this Section and its irrevocable election pursuant to this U.S. Security Agreement) and receipt of all funds requested is subject to a Control Agreement as provided in the applicable Borrowing Request from the Lender agreeing to provide such Revolving Loan, Administrative Agent shall make the proceeds of the Revolving Loan available to Borrower on the Borrowing Date by causing an amount of same day funds in Dollars equal to the proceeds of each such Revolving Loan received by Administrative Agent from such ▇▇▇▇▇▇(s) to be credited by wire transfer to the account of Borrower as may be designated in writing to Administrative Agent by ▇▇▇▇▇▇▇▇ in said Borrowing Request.U.S.

Borrowing Mechanics. (i) Each Loan shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the Lenders of such Class proportionately to their applicable Pro Rata Shares. At the commencement of each Interest Period for any Eurodollar RateTerm Benchmark Borrowing, such Borrowing shall be in an aggregate amount of $5,000,000 or an integral multiple of $1,000,000 in excess of such amount; provided that a Eurodollar RateTerm Benchmark Borrowing that results from a continuation of an outstanding Eurodollar RateTerm Benchmark Borrowing may be in an aggregate amount that is equal to the amount of such outstanding Borrowing. (ii) To request a Borrowing, the Borrower shall deliver to the Administrative Agent a fully completed and executed Borrowing Request no Funding Notice (A) in the case of a Eurodollar RateTerm Benchmark Borrowing, not later than (1) 11:00 a.m. 12:00 p.m. (New York City time) two (2) at least three US Governments Securities Business Days in advance of the applicable Credit Date (or or, in the case of a Tranche B Term Borrowing, such shorter period as may be acceptable to the Administrative Agent may agree in its sole discretionAgent) for the Borrowing of the Initial Term Loan on the Closing Date and (2B) 11:00 a.m. in the case of a Base Rate Borrowing, not later than 12:00 p.m. (New York City time) twelve (12) Business Days (or such shorter period as Administrative Agent may agree in its sole discretion) prior to the proposed Borrowing Date of any Delayed Draw Term Loans or Revolving Loan, and with respect to a Revolving Loan, evidence satisfactory to Administrative Agent confirming such ▇▇▇▇▇▇’s agreement to provide the requested Revolving Loan. Each Borrowing Request shall be irrevocable; provided that, without limiting Section 3.2(e), Borrowing Requests for a Delayed Draw Term Loan may be expressly conditioned upon the compliance with on the applicable milestone event set forth in the Milestone Schedule, in each case, to the extent that Borrower reasonably believes (at such time and continuing through the Borrowing Credit Date) such milestone event will be achieved or satisfied in accordance with the terms thereof. Promptly upon receipt by the Administrative Agent of such Borrowing Request for Term Loansa Funding Notice 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 L▇▇▇▇▇’s Loan to be made as part of the requested Borrowing. Following delivery of a Funding Notice for a Eurodollar RateTerm Benchmark Borrowing, any failure to make such Borrowing shall be subject to Section 2.18(c). (iiiii) Each Except as otherwise agreed among the Borrower, the Administrative Agent and the applicable Lenders in connection with the funding of any Loans, each Lender shall make its Term the principal amount of each Loan required to be made by it hereunder available to the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (New York City time) on the Closing applicable Credit Date (or such later time as Administrative Agent may agree in its sole discretion), by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office. Upon satisfaction or waiver of the conditions precedent specified herein and receipt of all funds requested in the applicable Borrowing Request, Administrative Agent shall make the proceeds of the Term Loans available to Borrower on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Term Loans received by Administrative Agent from Lenders to be credited by wire transfer to the account of Borrower as may be designated in writing to the Administrative Agent most recently designated by ▇▇▇▇▇▇▇▇ it for such purpose by notice to the Lenders. The Administrative Agent will make each such Loan available to the Borrower by promptly remitting the amounts so received, in said Borrowing Request. Upon satisfaction or waiver of like funds, to the conditions precedent account specified herein (including, without limitation, a Lender’s irrevocable, binding agreement to extend a Revolving Loan expressly referencing this Section and its irrevocable election pursuant to this Agreement) and receipt of all funds requested by the Borrower in the applicable Borrowing Request from the Lender agreeing to provide such Revolving Loan, Administrative Agent shall make the proceeds of the Revolving Loan available to Borrower on the Borrowing Date by causing an amount of same day funds in Dollars equal to the proceeds of each such Revolving Loan received by Administrative Agent from such ▇▇▇▇▇▇(s) to be credited by wire transfer to the account of Borrower as may be designated in writing to Administrative Agent by ▇▇▇▇▇▇▇▇ in said Borrowing RequestFunding Notice.

Borrowing Mechanics. (ia) The Borrowing Base shall be determined by Administrative Agent based on the most recent Borrowing Base Certificate delivered to Administrative Agent in accordance with this Agreement and such other information as may be available to Administrative Agent. Without limiting any other rights and remedies of Administrative Agent hereunder or under the other Loan Documents, the Loans shall be subject to Administrative Agent's continuing right to withhold from the Borrowing Base reserves, and to increase and decrease such reserves from time to time, if and to the extent that in Administrative Agent's reasonable business judgment such reserves are necessary. Administrative Agent, in its reasonable discretion, may adjust the Borrowing Base from time to time, in a manner consistent with Administrative Agent's reasonable business judgment, underwriting practices and procedures. (b) No more frequently than twice per calendar month, Borrower shall deliver to Administrative Agent a fully executed Borrowing Request Loan Notice no later than (1) 11:00 10:00 a.m. (New York City time) two (2) Business Days prior to the date of such proposed borrowing ("Funding Date") (or such shorter period as Administrative Agent may agree in its sole discretion) for the Borrowing of the Initial Term ). Each such Loan on the Closing Date and (2) 11:00 a.m. (New York City time) twelve (12) Business Days (or such shorter period as Notice shall be effective upon receipt by Administrative Agent may agree in its sole discretion) prior to the proposed Borrowing Date of any Delayed Draw Term Loans or Revolving Loan, and with respect to a Revolving Loan, evidence satisfactory to Administrative Agent confirming such ▇▇▇▇▇▇’s agreement to provide the requested Revolving Loan. Each Borrowing Request shall be irrevocable; provided that, without limiting Section 3.2(e), Borrowing Requests for a Delayed Draw Term Loan may be expressly conditioned upon the compliance with the applicable milestone event set forth in the Milestone Schedule, in each case, to the extent that Borrower reasonably believes (at such time and continuing through the Borrowing Date) such milestone event will be achieved or satisfied in accordance with the terms thereof. Promptly upon receipt by Administrative Agent of such Borrowing Request for Term Loansthe Loan Notice, Administrative Agent shall notify each Lender of the proposed borrowingborrowing to be made on a Funding Date. Unless otherwise approved by the Administrative Agent in advance in writing, the proceeds of all Loans shall be funded to the Collateral Account. (iic) Each Lender shall make its Term Loan Loans available to Administrative Agent not later than 11:00 10:00 a.m. (New York City time) on the Closing Date (or such later time as Administrative Agent may agree in its sole discretion)a Funding Date, by wire transfer of same day funds in Dollars, at to the account designated by Administrative Agent’s Principal Office. Upon satisfaction or waiver of the conditions precedent specified herein and receipt of all the applicable funds requested in the applicable Borrowing RequestLoan Notice, Administrative Agent shall make the proceeds of the Term Loans available to Borrower on the Closing a Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Term Loans received by Administrative Agent from the Lenders to be credited by wire transfer wired to the account of Borrower as may be designated in writing to Administrative Agent by ▇▇▇▇▇▇▇▇ in said Borrowing RequestBorrower. (d) Subject to Section 3.7, (i) each Loan shall be a LIBOR Rate Loan with the Interest Period specified herein and (ii) following the initial Interest Period hereunder, such LIBOR Rate Loan shall automatically continue into a new Interest Period until the Maturity Date. Upon satisfaction Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and Administrative Agent, at the request of Required Lenders, so notifies Borrower, then, so long as such Event of Default is continuing (i) no outstanding Loan may be converted to or waiver continued as a LIBOR Rate Loan and (ii) unless repaid, each LIBOR Rate Loan shall automatically be converted to a Base Rate Loan at the end of the conditions precedent specified herein Interest Period therefor. (includinge) Subject to Section 3.1 and Section 3.2, without limitationall amounts owed hereunder with respect to the Loans shall be paid in full no later than the Maturity Date. (f) Unless previously terminated, a Lender’s irrevocable, binding agreement to extend a Revolving Loan expressly referencing this Section and its irrevocable election pursuant to this Agreement) and receipt of all funds requested in the applicable Borrowing Request from the Lender agreeing to provide such Revolving Loan, Administrative Agent Commitments shall make the proceeds of the Revolving Loan available to Borrower automatically terminate on the Borrowing Date by causing an amount of same day funds in Dollars equal to the proceeds of each such Revolving Loan received by Administrative Agent from such ▇▇▇▇▇▇(s) to be credited by wire transfer to the account of Borrower as may be designated in writing to Administrative Agent by ▇▇▇▇▇▇▇▇ in said Borrowing RequestCommitment Termination Date.

Borrowing Mechanics. (i) The Borrower shall deliver to the Administrative Agent a fully executed Borrowing Request Notice no later than (1) 11:00 a.m. (New York City time) two (2i) with respect to Base Rate Loans, one (1) Business Days (or such shorter period as Administrative Agent may agree in its sole discretion) for the Borrowing of the Initial Term Loan on the Closing Date Day, and (2ii) 11:00 a.m. with respect to Eurodollar Rate Loans, three (New York City time) twelve (123) Business Days (or such shorter period as Administrative Agent may agree in its sole discretion) Days, prior to the proposed Borrowing Restatement Effective Date of any Delayed Draw Term Loans or Revolving Loanthe Increased Amount Date, and with respect to a Revolving Loan, evidence satisfactory to Administrative Agent confirming such ▇▇▇▇▇▇’s agreement to provide the requested Revolving Loan. Each Borrowing Request shall be irrevocable; provided that, without limiting Section 3.2(e), Borrowing Requests for a Delayed Draw Term Loan may be expressly conditioned upon the compliance with the applicable milestone event set forth in the Milestone Schedule, in each case, to the extent that Borrower reasonably believes (at such time and continuing through the Borrowing Date) such milestone event will be achieved or satisfied in accordance with the terms thereofas applicable. Promptly upon receipt by the Administrative Agent of such Borrowing Request for Term LoansNotice, the Administrative Agent shall notify each Lender of the proposed borrowingBorrowing. (ii) Each Lender shall make its Restatement Effective Date Term Loan available to the Administrative Agent in an amount based on its Pro Rata Share of Borrowings under the Borrowing Notice in accordance with Section 2.02 not later than 11:00 a.m. 12:00 p.m. (New York City time) on the Closing Date (or such later time as Administrative Agent may agree in its sole discretion)Restatement Effective Date, by wire transfer of same day funds in Dollars, at the Principal Office designated by the Administrative Agent’s Principal Office. Upon satisfaction or waiver of the conditions precedent specified herein and receipt of all funds requested in herein, the applicable Borrowing Request, Administrative Agent shall make the proceeds of the Restatement Effective Date Term Loans available to the Borrower on the Closing Restatement Effective Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Term Loans received by the Administrative Agent from Lenders to be credited by wire transfer to the account of the Borrower at the Principal Office designated by the Administrative Agent or to such other account as may be designated in writing to the Administrative Agent by ▇▇▇▇▇▇▇▇ the Borrower. (iii) Each New Term Loan Lender shall make its New Term Loan available to the Administrative Agent in said an amount based on its Pro Rata Share of Borrowings under the Borrowing RequestNotice in accordance with Section 2.02 not later than 12:00 p.m. (New York City time) on the applicable Increased Amount Date, by wire transfer of same day funds in Dollars, at the Principal Office designated by the Administrative Agent. Upon satisfaction or waiver of the conditions precedent specified herein (includingherein, without limitation, a Lender’s irrevocable, binding agreement to extend a Revolving Loan expressly referencing this Section and its irrevocable election pursuant to this Agreement) and receipt of all funds requested in the applicable Borrowing Request from the Lender agreeing to provide such Revolving Loan, Administrative Agent shall make the proceeds of the Revolving Loan New Term Loans available to the Borrower on the Borrowing such Increased Amount Date by causing an amount of same day funds in Dollars equal to the proceeds of each all such Revolving Loan Loans received by the Administrative Agent from such ▇▇▇▇▇▇(s) the New Term Loan Lenders to be credited by wire transfer to the account of the Borrower at the Principal Office designated by the Administrative Agent or to such other account as may be designated in writing to the Administrative Agent by ▇▇▇▇▇▇▇▇ in said Borrowing Requestthe Borrower.

Borrowing Mechanics. Term Loans or Revolving Loans made on any Funding Date (iother than Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of (a) for Term Loans, the Dollar Equivalent of $2,500,000 and multiples of the Dollar Equivalent of $500,000 in excess of that amount and (b) for Revolving Loans, $2,000,000 and multiples of $500,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $500,000 and multiples of $100,000 in excess of that amount. Whenever Borrower desires that Lenders make Term Loans or Revolving Loans it shall deliver to Administrative Agent a fully duly executed Notice of Borrowing Request no later than (1) 11:00 a.m. 12:00 Noon (New York City time) two (2) at least three Business Days (or such shorter period as Administrative Agent may agree in its sole discretion) for the Borrowing of the Initial Term Loan on the Closing Date and (2) 11:00 a.m. (New York City time) twelve (12) Business Days (or such shorter period as Administrative Agent may agree in its sole discretion) prior to the proposed Borrowing Date of any Delayed Draw Term Loans or Revolving Loan, and with respect to a Revolving Loan, evidence satisfactory to Administrative Agent confirming such ▇▇▇▇▇▇’s agreement to provide the requested Revolving Loan. Each Borrowing Request shall be irrevocable; provided that, without limiting Section 3.2(e), Borrowing Requests for a Delayed Draw Term Loan may be expressly conditioned upon the compliance with the applicable milestone event set forth in the Milestone Schedule, in each case, to the extent that Borrower reasonably believes (at such time and continuing through the Borrowing Date) such milestone event will be achieved or satisfied in accordance with the terms thereof. Promptly upon receipt by Administrative Agent of such Borrowing Request for Term Loans, Administrative Agent shall notify each Lender advance of the proposed borrowing. Funding Date (iiin the case of a LIBOR Rate Loan or a BA Loan) Each or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan or a Canadian Prime Rate Loan). Whenever Borrower desires that Swing Line Lender make a Swing Line Loan, it shall make its Term Loan available deliver to Swing Line Lender, with a copy to Administrative Agent not Agent, a duly executed Notice of Borrowing no later than 11:00 a.m. 12:00 Noon (New York City time) on the Closing Date (proposed Funding Date. Term Loans and Revolving Loans may be continued as or such later time as converted into Base Rate Loans, Canadian Prime Rate Loans, LIBOR Rate Loans and/or BA Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Borrowing, Borrower may give Administrative Agent may agree telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in its sole discretion)writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by wire transfer of same day funds in DollarsLenders, at Administrative Agent’s Principal Office. Upon satisfaction and upon conversion or waiver continuation of the conditions precedent specified herein and receipt applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Borrower shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Borrower shall notify Administrative Agent prior to the funding of all funds requested any Loans in the event that any of the matters to which Borrower is required to certify in the applicable Notice of Borrowing Requestis no longer true and correct as of the applicable Funding Date, Administrative Agent shall make and the acceptance by Borrower of the proceeds of any Loans shall constitute a re-certification by Borrower, as of the Term Loans available to Borrower on the Closing Date by causing an amount of same day funds in Dollars equal applicable Funding Date, as to the proceeds of all such Term Loans received by Administrative Agent from Lenders matters to be credited by wire transfer which Borrower is required to the account of Borrower as may be designated in writing to Administrative Agent by ▇▇▇▇▇▇▇▇ in said Borrowing Request. Upon satisfaction or waiver of the conditions precedent specified herein (including, without limitation, a Lender’s irrevocable, binding agreement to extend a Revolving Loan expressly referencing this Section and its irrevocable election pursuant to this Agreement) and receipt of all funds requested certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing Request from the Lender agreeing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Rate Loan or a BA Loan (or telephonic notice in lieu thereof) shall be irrevocable, and Borrower shall be bound to provide such Revolving Loan, Administrative Agent shall make the proceeds of the Revolving Loan available a borrowing or to Borrower on the Borrowing Date by causing an amount of same day funds effect a conversion or continuation in Dollars equal to the proceeds of each such Revolving Loan received by Administrative Agent from such ▇▇▇▇▇▇(s) to be credited by wire transfer to the account of Borrower as may be designated in writing to Administrative Agent by ▇▇▇▇▇▇▇▇ in said Borrowing Requestaccordance therewith.

Borrowing Mechanics. On each occasion occurring after the Delayed-Draw Term Loan Committed Amount shall have been reduced to zero (i$0) or been terminated and prior to the date ten (10) Business Days prior to the New Delayed-Draw Term Loan Commitment Termination Date (and at least 30 days after the immediately preceding date of a New Delayed-Draw Term Loan borrowing, if any) that either (x) the aggregate principal amount of Revolving Loans equals or exceeds $30,000,000 or (y) the Borrower shall deliver delivers to the Administrative Agent a fully executed New Delayed-Draw Term Loan Borrowing Request no later than for a New Delayed-Draw Term Loan of at least $10,000,000 (or an integral multiple of $1,000,000 in excess thereof, or the remaining amount of the Delayed-Draw Term Loan Committed Amount, if less), the Borrower shall be deemed to have requested a New Delayed-Draw Term Loan borrowing (which request shall be irrevocable) (A) in an aggregate principal amount equal to (1) 11:00 a.m. in the case of a borrowing request deemed to have been made pursuant to clause (x) of this subsection (i), the lesser of (I) the amount by which the aggregate principal amount of Revolving Loans outstanding on the date such borrowing request is deemed to have been made exceeds $20,000,000 and (II) the remaining amount of the New York City time) two Delayed-Draw Term Loan Committed Amount, or (2) in the case of a borrowing request made pursuant to clause (y) of this subsection (i), the amount of the requested borrowing as set forth in the related New Delayed-Draw Term Loan Borrowing Request, (B) to be funded on the date ten (10) Business Days thereafter (or such shorter period later date as the Fronting Bank and the Administrative Agent may agree with the Borrower in its sole discretionorder to minimize the incurrence of costs by the Borrower pursuant to Section 3.12(a) for the Borrowing of the Initial Term Loan on the Closing Date in connection with such borrowing) and (2C) 11:00 a.m. (New York City time) twelve (12) Business Days unless the Borrower shall specify otherwise in a written notice (or such shorter period as Administrative Agent may agree telephonic notice promptly confirmed in its sole discretionwriting) prior to the proposed Borrowing Date of any Delayed Draw Term Loans or Revolving Loan, and with respect to a Revolving Loan, evidence satisfactory to Administrative Agent confirming such ▇▇▇▇▇▇’s agreement to provide the requested Revolving Loan. Each Borrowing Request shall be irrevocable; provided that, without limiting Section 3.2(e), Borrowing Requests for a Delayed Draw Term Loan may be expressly conditioned upon the compliance with the applicable milestone event set forth in the Milestone Schedule, in each case, to the extent that Borrower reasonably believes (at such time and continuing through the Borrowing Date) such milestone event will be achieved or satisfied in accordance with the terms thereof. Promptly upon receipt by Administrative Agent of such Borrowing Request for Term Loans, Administrative Agent shall notify each Lender of the proposed borrowing. (ii) Each Lender shall make its Term Loan available to Administrative Agent not later than 11:00 a.m. 12:00 Noon (New York City Charlotte, North Carolina time) on the Closing Date (or such later time as Administrative Agent may agree in its sole discretion), by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office. Upon satisfaction or waiver third Business Day prior to the date of the conditions precedent specified herein and receipt applicable borrowing, to consist of all funds requested in the applicable Borrowing Request, a Base Rate Loan. The Administrative Agent shall make give notice (a “New Delayed-Draw Term Loan Funding Notice”) to the Fronting Bank and each affected Lender promptly upon the occurrence of any request or deemed request for a New Delayed-Draw Term Loan pursuant to this Section 2.5(b)(i), specifying the aggregate principal amount of such New Delayed-Draw Term Loan, whether such New Delayed-Draw Term Loan shall be comprised of Base Rate Loans, Eurodollar Loans or a combination thereof, and if Eurodollar Loans are requested, the Interest Period(s) therefor and the portion of such New Delayed-Draw Term Loan which each such Lender is required to purchase. Notwithstanding any other provision of this Credit Agreement to the contrary, the proceeds of the any borrowing of New Delayed-Draw Term Loans available deemed to Borrower on the Closing Date by causing an amount have been requested pursuant to clause (x) of same day funds in Dollars equal this subsection (i) shall be applied to the proceeds repayment of all such Term Loans received by Administrative Agent from Lenders to be credited by wire transfer to the account of Borrower as may be designated in writing to Administrative Agent by ▇▇▇▇▇▇▇▇ in said Borrowing Request. Upon satisfaction or waiver of the conditions precedent specified herein (including, without limitation, a Lender’s irrevocable, binding agreement to extend a Revolving Loan expressly referencing this Section and its irrevocable election pursuant to this Agreement) and receipt of all funds requested in the applicable Borrowing Request from the Lender agreeing to provide such Revolving Loan, Administrative Agent shall make the proceeds of the Revolving Loan available to Borrower on the Borrowing Date by causing an amount of same day funds in Dollars equal to the proceeds of each such Revolving Loan received by Administrative Agent from such ▇▇▇▇▇▇(s) to be credited by wire transfer to the account of Borrower as may be designated in writing to Administrative Agent by ▇▇▇▇▇▇▇▇ in said Borrowing RequestLoans.

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

Borrowing Mechanics. Tranche B Term Loans or Revolving Loans made on any Funding Date (iother than Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iii) Borrower for the purpose of repaying any Refunded Swing Line Loans or Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it) shall be in an aggregate minimum amount of $1,000,000 and multiples of $1,000,000 in excess of that amount; provided that Tranche B Term Loans or Revolving Loans made on any Funding Date as Adjusted Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $1,000,000 and multiples of $1,000,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $100,000 and multiples of $100,000 in excess of that amount. Whenever Company desires that Lenders make Tranche B Term Loans or Revolving Loans it shall deliver to Administrative Agent a fully executed Notice of Borrowing Request no later than (1) 11:00 a.m. 10:00 A.M. (New York City time) two (2) at least three Business Days (or such shorter period as Administrative Agent may agree in its sole discretion) for the Borrowing advance of the Initial Term Loan on proposed Funding Date (in the Closing Date and (2case of an Adjusted Eurodollar Rate Loan) 11:00 a.m. (New York City time) twelve (12) or at least one Business Days (or such shorter period as Administrative Agent may agree Day in its sole discretion) prior to advance of the proposed Borrowing Funding Date (in the case of any Delayed Draw Term Loans or Revolving a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, and with respect to a Revolving Loan, evidence satisfactory it shall deliver to Administrative Agent confirming such ▇▇▇▇▇▇’s agreement to provide the requested Revolving Loan. Each a Notice of Borrowing Request shall be irrevocable; provided that, without limiting Section 3.2(e), Borrowing Requests for a Delayed Draw Term Loan may be expressly conditioned upon the compliance with the applicable milestone event set forth in the Milestone Schedule, in each case, to the extent that Borrower reasonably believes (at such time and continuing through the Borrowing Date) such milestone event will be achieved or satisfied in accordance with the terms thereof. Promptly upon receipt by Administrative Agent of such Borrowing Request for Term Loans, Administrative Agent shall notify each Lender of the proposed borrowing. (ii) Each Lender shall make its Term Loan available to Administrative Agent not no later than 11:00 a.m. 12:00 Noon (New York City time) on the Closing proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans and any Loans made on the Initial Funding Date, that such Loans shall be Base Rate Loans, (iv) in the case of Revolving Loans not made on the Initial Funding Date, whether such Loans shall be Base Rate Loans or such later time Adjusted Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Adjusted Eurodollar Rate Loans, the initial Interest Period requested therefor. Tranche B Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Adjusted Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company may give Administrative Agent may agree telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in its sole discretion)writing by delivery of a Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B, and upon funding of Loans by wire transfer Lenders in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected Loans hereunder. Company shall notify Administrative Agent prior to the funding of same day funds any Loans in Dollars, at Administrative Agent’s Principal Office. Upon satisfaction or waiver the event that any of the conditions precedent specified herein and receipt of all funds requested matters to which Company is required to certify in the applicable Notice of Borrowing Requestis no longer true and correct as of the applicable Funding Date, Administrative Agent shall make and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the Term Loans available to Borrower on the Closing Date by causing an amount of same day funds in Dollars equal applicable Funding Date, as to the proceeds of all such Term Loans received by Administrative Agent from Lenders matters to be credited by wire transfer which Company is required to the account of Borrower as may be designated in writing to Administrative Agent by ▇▇▇▇▇▇▇▇ in said Borrowing Request. Upon satisfaction or waiver of the conditions precedent specified herein (including, without limitation, a Lender’s irrevocable, binding agreement to extend a Revolving Loan expressly referencing this Section and its irrevocable election pursuant to this Agreement) and receipt of all funds requested certify in the applicable Borrowing Request from the Lender agreeing to provide such Revolving Loan, Administrative Agent shall make the proceeds Notice of the Revolving Loan available to Borrower on the Borrowing Date by causing an amount of same day funds in Dollars equal to the proceeds of each such Revolving Loan received by Administrative Agent from such ▇▇▇▇▇▇(s) to be credited by wire transfer to the account of Borrower as may be designated in writing to Administrative Agent by ▇▇▇▇▇▇▇▇ in said Borrowing RequestBorrowing.

Borrowing Mechanics. (ia) Borrower The Borrowing Base shall be determined by Administrative Agent based on the most recent Borrowing Base Certificate delivered to Administrative Agent in accordance with this Agreement and such other information as may be available to Administrative Agent. Without limiting any other rights and remedies of Administrative Agent hereunder or under the other Loan Documents, the Loans shall be subject to Administrative Agent’s continuing right to withhold from the Borrowing Base reserves, and to increase and decrease such reserves from time to time, if and to the extent that in Administrative Agent’s reasonable business judgment such reserves are necessary. Administrative Agent, in its reasonable discretion, may adjust the Borrowing Base from time to time, in a manner consistent with Administrative Agent’s reasonable business judgment, underwriting practices and procedures. (b) No more frequently than twice per calendar month, ▇▇▇▇▇▇▇▇ shall deliver to Administrative Agent a fully executed Borrowing Request Loan Notice no later than (1) 11:00 10:00 a.m. (New York City time) two (2) Business Days prior to the date of such proposed borrowing (“Funding Date”) (or such shorter period as Administrative Agent may agree in its sole discretion) for the Borrowing of the Initial Term ). Each such Loan on the Closing Date and (2) 11:00 a.m. (New York City time) twelve (12) Business Days (or such shorter period as Notice shall be effective upon receipt by Administrative Agent may agree in its sole discretion) prior to the proposed Borrowing Date of any Delayed Draw Term Loans or Revolving Loan, and with respect to a Revolving Loan, evidence satisfactory to Administrative Agent confirming such ▇▇▇▇▇▇’s agreement to provide the requested Revolving Loan. Each Borrowing Request shall be irrevocable; provided that, without limiting Section 3.2(e), Borrowing Requests for a Delayed Draw Term Loan may be expressly conditioned upon the compliance with the applicable milestone event set forth in the Milestone Schedule, in each case, to the extent that Borrower reasonably believes (at such time and continuing through the Borrowing Date) such milestone event will be achieved or satisfied in accordance with the terms thereof. Promptly upon receipt by Administrative Agent of such Borrowing Request for Term Loansthe Loan Notice, Administrative Agent shall notify each Lender of the proposed borrowingborrowing to be made on a Funding Date. Unless otherwise approved by the Administrative Agent in advance in writing, the proceeds of all Loans shall be funded to the Collateral Account. (iic) Each Lender shall make its Term Loan Loans available to Administrative Agent not later than 11:00 10:00 a.m. (New York City time) on the Closing Date (or such later time as Administrative Agent may agree in its sole discretion)a Funding Date, by wire transfer of same day funds in Dollars, at to the account designated by Administrative Agent’s Principal Office. Upon satisfaction or waiver of the conditions precedent specified herein and receipt of all the applicable funds requested in the applicable Borrowing RequestLoan Notice, Administrative Agent shall make the proceeds of the Term Loans available to Borrower on the Closing a Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Term Loans received by Administrative Agent from the Lenders to be credited by wire transfer wired to the account of Borrower as may be designated in writing to Administrative Agent by ▇▇▇▇▇▇▇▇ in said Borrowing Request. Upon satisfaction or waiver of ▇. (d) Subject to Section 3.7, (i) each Loan shall be a LIBOR RateSOFR Based Loan with the conditions precedent Interest Period specified herein and (includingii) following the initial Interest Period hereunder, without limitationsuch LIBOR RateSOFR Based Loan shall automatically continue into a new Interest Period until the Maturity Date. Notwithstanding any contrary provision hereof, a Lender’s irrevocableif an Event of Default has occurred and is continuing and Administrative Agent, binding agreement to extend a Revolving at the request of Required Lenders, so notifies Borrower, then, so long as such Event of Default is continuing (i) no outstanding Loan expressly referencing this Section and its irrevocable election pursuant to this Agreement) and receipt of all funds requested in the applicable Borrowing Request from the Lender agreeing to provide such Revolving Loan, Administrative Agent shall make the proceeds of the Revolving Loan available to Borrower on the Borrowing Date by causing an amount of same day funds in Dollars equal to the proceeds of each such Revolving Loan received by Administrative Agent from such ▇▇▇▇▇▇(s) to be credited by wire transfer to the account of Borrower as may be designated in writing converted to Administrative Agent by ▇▇▇▇▇▇▇▇ in said Borrowing Request.or continued as a LIBOR RateSOFR Based Loan and