Common use of Making of Advances Clause in Contracts

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c) apply to a requested Borrowing as described in Section 2.3(b), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s Account, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After Agent’s receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Agent shall make the proceeds thereof available to Administrative Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative Borrower’s Designated Account; provided, however, that, subject to the provisions of Section 2.3(i), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c) apply to a requested Borrowing as described in Section 2.3(b), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s 's Account, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Agent shall make the proceeds thereof available to Administrative Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative Borrower’s 's Designated Account; provided, however, that, subject to the provisions of Section 2.3(i), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c2.2(c) apply to a requested Borrowing as described in Section 2.3(b2.2(b), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a2.2(a), Agent shall notify the Lenders, not later than 1:00 4:00 p.m. (California New York time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s Account, not later than 10:00 a.m. 1:00 p.m. (California New York time) on the Funding Date applicable thereto. After Agent’s receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Agent shall make the proceeds thereof available to Administrative Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative Borrower’s Designated Account; provided, however, that, subject to the provisions of Section 2.3(i2.2(i), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c) apply to a requested Borrowing as described in Section 2.3(b), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s 's Account, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Agent shall make the proceeds thereof available to Administrative Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative Borrower’s 's Designated Account; provided, however, that, subject to the provisions of Section 2.3(i), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c) apply to a requested Borrowing as described in Section 2.3(b), then promptly Promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders, Lenders not later than 1:00 p.m. 11:00 a.m. (California time) (A) on the requested Funding Date if the Borrowing is for Base Rate Loans or (B) on the Business Day immediately preceding the Funding Date applicable theretoif the Borrowing is for LIBOR Rate Loans, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s Account, not later than 10:00 a.m. 12:00 noon (California time) on the Funding Date applicable thereto. After Agent’s receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Agent shall make the proceeds thereof available to Administrative Borrower no later than 1:00 p.m. on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative Borrower’s Designated Account; provided, however, that, subject to the provisions of Section 2.3(i2.3(g), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will has not be been satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c) apply to a requested Borrowing as described in Section 2.3(b), then promptly Promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s 's Account, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Agent shall make the proceeds thereof available to Administrative Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative Borrower’s 's Designated Account; provided, however, that, subject to the provisions of Section 2.3(i), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c) apply to a requested Borrowing as described in Section 2.3(b), then promptly Promptly after receipt of a request for a Borrowing of an Advance pursuant to Section 2.3(a), Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, Lenders by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each applicable Lender shall make the amount of such Lender’s Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s Account or Agent’s Canadian Account, as applicable, not later than 10:00 a.m. 2:00 p.m. (California New York time) on the Funding Date applicable thereto. After Agent’s receipt of the proceeds of such Advances, upon satisfaction of Advances from the applicable conditions precedent set forth in Section 3 hereofLenders, Agent shall make the proceeds thereof available to Administrative Borrower Borrowers on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative Borrower’s the Designated Account; provided, however, that, subject to the provisions of Section 2.3(i2.3(d)(ii), Agent shall not request any Lender to makemake any Advance if it has knowledge that, and no Lender shall have the obligation to make, any Advance if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 3.1 or 3.2 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c) apply to a requested Borrowing as described in Section 2.3(b), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s 's Account, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such AdvancesAdvances (or the Term Loan, as applicable), upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Agent shall make the proceeds thereof available to Administrative Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative Borrower’s 's Designated Account; provided, however, that, subject to the provisions of Section 2.3(i), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance (or its portion of the Term Loan) if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c) apply to a requested Borrowing as described in Section 2.3(b), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in Dollars and immediately available funds, to Agent’s 's Account, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Agent shall make the proceeds thereof available to Administrative Subsidiary Borrower on the applicable Funding Date by transferring immediately available funds in Dollars equal to such proceeds received by Agent to Administrative Subsidiary Borrower’s 's Designated Account; provided, however, that, subject to the provisions of Section 2.3(i), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c) apply to a requested Borrowing as described in Section 2.3(b), then promptly Promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders, Lenders not later than 1:00 1:30 p.m. (California time) (A) on the Business Day immediately preceding the requested Funding Date applicable theretoif the Borrowing is for Base Rate Loans or (B) two (2) Business Days prior to the Funding Date if the Borrowing is for LIBOR Rate Loans, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s Account, not later than 10:00 8:30 a.m. (California time) on the Funding Date applicable thereto. After Agent’s receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Agent shall make the proceeds thereof available to Administrative Borrower no later than 12:00 noon on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative Borrower’s Designated Account; provided, however, that, subject to the provisions of Section 2.3(i2.3(g), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will has not be been satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section SECTION 2.3(c) apply to a requested Borrowing as described in Section SECTION 2.3(b), then promptly after receipt of a request for a Borrowing pursuant to Section SECTION 2.3(a), Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s 's Account, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section SECTION 3 hereof, Agent shall make the proceeds thereof available to Administrative Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative Borrower’s 's Designated Account; providedPROVIDED, howeverHOWEVER, that, subject to the provisions of Section SECTION 2.3(i), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section SECTION 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c) apply to a requested Borrowing as described in Section 2.3(b), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in Dollars and immediately available funds, to Agent’s 's Account, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Agent shall make the proceeds thereof available to Administrative Subsidiary Borrower on the applicable Funding Date by transferring in Dollars and immediately available funds equal to such proceeds received by Agent to Administrative Subsidiary Borrower’s 's Designated Account; provided, however, that, subject to the provisions of Section 2.3(i), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c) apply to a requested Borrowing as described in Section 2.3(b), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s Accountsuch account of Agent as Agent may designate, not later than 10:00 11:00 a.m. (California time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Agent shall make the proceeds thereof of such Advances available to Administrative Borrower Borrowers on the applicable Funding Date by transferring immediately available same day funds equal to the proceeds of such proceeds Advances received by Agent to Administrative Borrower’s the Designated Account; provided, however, that, subject to the provisions of Section 2.3(i), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if Agent shall have received written notice from any Lender, or otherwise has actual knowledge knowledge, that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability of Borrowers on such Funding Date.

Making of Advances. (i) In the event that the Agent shall elect to have the terms of this Section 2.3(c) apply to a requested Borrowing under the Standard Line in excess of $5,000,000 as described in Section 2.3(b2.3(a), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), the Agent shall notify the Lenders, not later than 1:00 3:00 p.m. (California Eastern time) on the Business Day immediately preceding the Funding Date applicable thereto, by telephone and promptly followed by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to the Agent in immediately available same day funds, to Agent’s Accountsuch account of the Agent as the Agent may designate, not later than 10:00 a.m. 1:00 p.m. (California Eastern time) on the Funding Date applicable thereto. After the Agent’s 's receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof3, the Agent shall make the proceeds thereof of such Advances available to Administrative Borrower on the applicable Funding Date by transferring immediately available same day funds equal to the proceeds of such proceeds Advances received by the Agent to Administrative Borrower’s the Designated Deposit Account; provided, however, that, subject to the provisions of Section 2.3(i2.3(h), the Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if the Agent shall have received written notice from any Lender, or otherwise has actual knowledge knowledge, that (1A) one or more of the applicable conditions precedent set forth in Section 3 Sections 3.1 or 3.2 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waivedBorrowing, or (2B) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that the Agent shall elect (or pursuant to Section 2.1(e) shall be compelled) to have the terms of this Section 2.3(c2.1(f) apply to a requested Borrowing as described in Section 2.3(b2.1(e), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a2.1(d), the Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telephone and promptly followed by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s Pro 's Pro-Rata Share of the requested Borrowing available to the Agent in immediately available same day funds, to Agent’s Accountsuch account of the Agent as the Agent may designate, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After the Agent’s 's receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereofSections 3.1 and 3.2, the Agent shall make the proceeds thereof of such Advances available to Administrative Borrower not later than 11:00 a.m. (California time) on the applicable Funding Date by transferring immediately available same day funds equal to the proceeds of such proceeds Advances received by the Agent to Administrative Borrower’s the Designated Account; provided, however, that, subject to the provisions of Section 2.3(i2.1(l), the Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if the Agent shall have received written notice from any Lender, or otherwise has actual knowledge knowledge, that (1A) one or more of the applicable conditions precedent set forth in Section 3 Sections 3.1 or 3.2 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waivedBorrowing, or (2B) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(cSECTION 2.3(C) apply to a requested Borrowing as described in Section 2.3(bSECTION 2.3(B), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(aSECTION 2.3(A), Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s 's Account, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section SECTION 3 hereof, Agent shall make the proceeds thereof available to Administrative Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative Borrower’s 's Designated Account; providedPROVIDED, howeverHOWEVER, that, subject to the provisions of Section 2.3(iSECTION 2.3(I), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section SECTION 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that the Administrative Agent shall elect to have the terms of this Section 2.3(cSECTION 2.1(f) apply to a requested Borrowing in excess of $5,000,000 as described in Section 2.3(bSECTION 2.1(e), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(aSECTION 2.1(d), the Administrative Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telephone and promptly followed by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to the Administrative Agent in immediately available same day funds, to Agent’s Accountsuch account of the Administrative Agent as the Administrative Agent may designate, not later than 10:00 a.m. 12:00 p.m. (California time) on the Funding Date applicable thereto. After the Administrative Agent’s 's receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereofSECTIONS 3.1 and 3.2, the Administrative Agent shall make the proceeds thereof of such Advances available to Administrative Borrower on the applicable Funding Date by transferring immediately available same day funds equal to the proceeds of such proceeds Advances received by the Administrative Agent to Administrative Borrower’s the Designated Deposit Account; providedPROVIDED, howeverHOWEVER, that, subject to the provisions of Section 2.3(iSECTION 2.1(l), the Administrative Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if the Administrative Agent shall have received written notice from any Lender, or otherwise has actual knowledge knowledge, that (1A) one or more of the applicable conditions precedent set forth in Section 3 SECTIONS 3.1 or 3.2 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waivedBorrowing, or (2B) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c) apply to a requested Borrowing as described in Section 2.3(b), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders, not later than 1:00 4:00 p.m. (California Boston, Massachusetts time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s 's Account, not later than 10:00 a.m. 1:00 p.m. (California Boston, Massachusetts time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such AdvancesAdvances (or the Term Loan or Capex Loan, as applicable), upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Agent shall make the proceeds thereof available to Administrative Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative Borrower’s 's Designated Account; provided, however, that, subject to the provisions of Section 2.3(i), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance (or its portion of the Term Loan or Capex Loan, as applicable) if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c) apply to a requested Borrowing as described in Section 2.3(b), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, thereto by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s 's Account, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such AdvancesAdvances (or the Term Loan, as applicable), upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Agent shall make the proceeds thereof available to Administrative Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative Borrower’s 's Designated Account; provided, however, that, subject to the provisions of Section 2.3(i), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance (or its portion of the Term Loan) if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect Swing Lender is not obligated to have the terms of this Section 2.3(c) apply to make a requested Borrowing as described in Section 2.3(b)Swing Loan, then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a2.3(a)(i), Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, Lenders by telecopy, telephone, email, or other similar electronic form of transmission, of the requested Borrowing; such notification to be sent on the Business Day or U.S. Government Securities Business Day, as applicable, that is (A) in the case of a Base Rate Loan, at least one Business Day prior to the requested Funding Date, or (B) in the case of a SOFR Loan, prior to 2:00 p.m. at least three (3) U.S. Government Securities Business Days prior to the requested Funding Date. Each If Agent has notified the Lenders of a requested Borrowing on the Business Day that is one Business Day prior to the Funding Date, then each Lender shall make the amount of such Lender’s Xxxxxx's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s 's Account, not later than 10:00 a.m. (California time) 1:00 p.m. on the Business Day that is the requested Funding Date applicable theretoDate. After Agent’s 's receipt of the proceeds of such Advances, upon satisfaction of Advances from the applicable conditions precedent set forth in Section 3 hereofLenders, Agent shall make the proceeds thereof available to Administrative Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative Borrower’s the Designated Account; provided, however, that, that subject to the provisions of Section 2.3(i2.3(d)(ii), Agent shall not request any Lender to make, and no Lender shall have the an obligation to makemake any Advance, any Advance if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c) apply to a requested Borrowing as described in Section 2.3(b), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders, not later than 1:00 4:00 p.m. (California Boston, Massachusetts time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s 's Account, not later than 10:00 a.m. 3:00 p.m. (California Boston, Massachusetts time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Agent shall make the proceeds thereof available to Administrative Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative Borrower’s 's Designated Account; provided, however, that, subject to the provisions of Section 2.3(i), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c) apply to a requested Borrowing as described in Section 2.3(b), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s 's Account, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Agent shall make the proceeds thereof available to Administrative Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative Borrower’s 's Designated Account; provided, however, that, subject to the provisions of Section 2.3(i), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(csubsection 2.2(c) apply to a requested Borrowing as described in Section 2.3(bsubsection 2.2(b), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(asubsection 2.2(a), Agent shall notify the Revolving Credit Lenders, not later than 1:00 3:00 p.m. (California Boston, Massachusetts time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopyfacsimile, telephone, or other similar form of transmission, of the requested Borrowing. Each Revolving Credit Lender shall make the amount of such Revolving Credit Lender’s Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s Account, not later than 10:00 a.m. 2:00 p.m. (California Boston, Massachusetts time) on the Funding Date applicable thereto. After Agent’s receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Agent shall make the proceeds thereof available to Administrative Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative Borrower’s Designated Account; provided, however, that, subject to the provisions of Section 2.3(isubsection 2.2(i), Agent shall not request any Revolving Credit Lender to make, and no Revolving Credit Lender shall have the obligation to make, any Advance if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Excess Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c) apply to a requested Borrowing as described in Section -------------- ------- 2.3(b), then promptly after receipt of a request for a Borrowing ------ pursuant to Section 2.3(a), Agent shall notify the Lenders, not later -------------- than 1:00 4:00 p.m. (California Georgia time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s 's Account, not later than 10:00 a.m. 1:00 p.m. (California Georgia time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, --------- Agent shall make the proceeds thereof available to Administrative Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative Borrower’s 's Designated Account; provided, however, that, -------- ------- subject to the provisions of Section 2.3(i), Agent shall not request -------------- any Lender to make, and no Lender shall have the obligation to make, any Advance if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not --------- be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c) apply to a requested Borrowing as described in Section 2.3(b), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s 's Account, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Agent shall make the proceeds thereof available to Administrative the Borrower designated by Borrower Representative on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative such Borrower’s 's Designated Account; provided, however, that, subject to the provisions of Section 2.3(i), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c2.1(e) apply to a requested Borrowing as described in Section 2.3(b2.1(d), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a2.1(c), Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s Accountsuch account of Agent as Agent may designate, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Agent shall make the proceeds thereof of such Advances available to Administrative Borrower on the applicable Funding Date by transferring immediately available same day funds equal to the proceeds of such proceeds Advances received by Agent to Administrative Borrower’s 's Designated Account; provided, however, that, subject to the provisions of Section 2.3(i2.1(k), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if Agent shall have received written notice from any Lender, or otherwise has actual knowledge knowledge, that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability of Borrower on such Funding DateDate (after giving effect to reserves established under Section 2.1(b)).

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section SECTION 2.3(c) apply to a requested Borrowing as described in Section SECTION 2.3(b), then promptly after receipt of a request for a Borrowing pursuant to Section SECTION 2.3(a), Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s Accountsuch account of Agent as Agent may designate, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Agent shall make the proceeds thereof of such Advances available to Administrative Borrower on the applicable Funding Date by transferring immediately available same day funds equal to the proceeds of such proceeds Advances received by Agent to Administrative Borrower’s 's Designated Account; providedPROVIDED, howeverHOWEVER, that, subject to the provisions of Section SECTION 2.3(i), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if Agent shall have received written notice from any Lender, or otherwise has actual knowledge knowledge, that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.SECTION

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c) apply to a requested Borrowing as described in Section 2.3(b), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s Account, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After Agent’s receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Agent shall make the proceeds thereof available to Administrative Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative Borrower’s Designated Account; provided, however, that, subject to the provisions of Section 2.3(i), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c2.1(e) apply to a requested Borrowing as described in Section 2.3(b2.1(d), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a2.1(c), Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s Accountsuch account of Agent as Agent may designate, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Agent shall make the proceeds thereof of such Advances available to Administrative Borrower on the applicable Funding Date by transferring immediately available same day funds equal to the proceeds of such proceeds Advances received by Agent to Administrative Borrower’s 's Designated Account; provided, however, that, subject to the provisions of Section 2.3(i2.1(k), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if Agent shall have received written notice from any Lender, or otherwise has actual knowledge knowledge, that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waivedwaived by Agent, or (2) the requested Borrowing would exceed the Availability of the Borrower requesting the Advance on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c) apply to a requested Borrowing as described in Section 2.3(b), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders, not later than 1:00 2:00 p.m. (California Boston, Massachusetts time) on the Business Day immediately preceding that is the requested Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s 's Account, not later than 10:00 a.m. 3:00 p.m. (California Boston, Massachusetts time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Agent shall make the proceeds thereof available to Administrative Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative Borrower’s 's Designated Account; provided, however, that, subject to the provisions of Section 2.3(i), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section ------- 2.3(c) apply to a requested Borrowing as described in Section 2.3(b), then ---- -------------- promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), --- -------------- Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s 's Account, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Agent shall make the proceeds thereof available to Administrative Borrower on --------- the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative Borrower’s 's Designated Account; provided, -------- however, that, subject to the provisions of Section 2.3(i), Agent shall not ------- -------------- request any Lender to make, and no Lender shall have the obligation to make, any Advance if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on --------- the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c) apply to a requested Borrowing as described in Section 2.3(b), then promptly Promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a2.1(g) in excess of $5,000,000 or otherwise at the Agent’s election in accordance with Section 2.1(f), the Agent shall notify the Lenders, not later than 1:00 p.m. 10:00 a.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telephone, and promptly followed by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s Pro Rata Share of the requested Borrowing available to the Agent in immediately available same day funds, to Agent’s Accountsuch account of the Agent as the Agent may designate, not later than 10:00 a.m. 12:00 p.m. (California time) on the Funding Date applicable thereto. After the Agent’s receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereofSections 3.1 and 3.2, the Agent shall make the proceeds thereof of such Advances available to Administrative Borrower on the applicable Funding Date by transferring immediately available same day funds equal to the proceeds of such proceeds Advances received by the Agent to Administrative Borrower’s the Designated Account; provided, however, that, subject to the provisions of Section 2.3(i), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if the Agent shall have has actual knowledge knowledge, that (1A) one or more of the applicable conditions precedent set forth in Section 3 Sections 3.1 or 3.2 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waivedBorrowing, or (2B) the requested Borrowing would exceed the Availability on such Funding Date.,

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c) apply to a requested Borrowing as described in Section 2.3(b), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s Accountsuch account of Agent as Agent may designate, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Agent shall make the proceeds thereof of such Advances available to Administrative Borrower on the applicable Funding Date by transferring immediately available same day funds equal to the proceeds of such proceeds Advances received by Agent to Administrative Borrower’s 's Designated Account; provided, however, that, subject to the provisions of Section 2.3(i), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if Agent shall have received written notice from any Lender, or otherwise has actual knowledge knowledge, that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability of Borrower on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c2.2(c) apply to a requested Borrowing as described in Section 2.3(b2.2(b), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a2.2(a), Agent shall notify the Revolving Credit Lenders, not later than 1:00 3:00 p.m. (California Boston, Massachusetts time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopyfacsimile, telephone, or other similar form of transmission, of the requested Borrowing. Each Revolving Credit Lender shall make the amount of such Revolving Credit Lender’s Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s Account, not later than 10:00 a.m. 2:00 p.m. (California Boston, Massachusetts time) on the Funding Date applicable thereto. After Agent’s receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Agent shall make the proceeds thereof available to Administrative Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative Borrower’s Designated Account; provided, however, that, subject to the provisions of Section 2.3(i2.2(i), Agent shall not request any Revolving Credit Lender to make, and no Revolving Credit Lender shall have the obligation to make, any Advance if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Excess Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section SECTION 2.3(c) apply to a requested Borrowing as described in Section SECTION 2.3(b), then promptly after receipt of a request for a Borrowing pursuant to Section SECTION 2.3(a), Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopyfacsimile, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s 's Account, not later than 10:00 11:00 a.m. (California time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section SECTION 3 hereof, Agent shall make the proceeds thereof available to Administrative Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative Borrower’s 's Designated Account; providedPROVIDED, howeverHOWEVER, that, subject to the provisions of Section SECTION 2.3(i), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section SECTION 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c2.2(c) apply to a requested Borrowing as described in -------------- Section 2.3(b2.2(b), then promptly after receipt of a request for a -------------- Borrowing pursuant to Section 2.3(a2.2(a), Agent shall notify the Lenders, -------------- not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s Accountsuch account of Agent as Agent may designate, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such Advances, upon the satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Agent shall make the proceeds thereof of such Advances available to Administrative Borrower on the applicable Funding Date by transferring immediately available same day funds equal to the proceeds of such proceeds Advances received by Agent to Administrative Borrower’s 's Designated Account; provided, however, -------- ------- that, subject to the provisions of Section 2.3(i2.2(i), Agent shall not -------------- request any Lender to make, and no Lender shall have the obligation to make, any Advance if Agent shall have received written notice from any Lender, or otherwise has actual knowledge knowledge, that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on --------- the requested Funding Date for the applicable Borrowing (unless such condition has been waivedwaived in accordance herewith), or (2) the requested Borrowing would exceed the Availability of Borrower on such Funding Date.

Making of Advances. (i) In the event that the Agent shall elect to have the terms of this Section 2.3(c2.1(f) apply to a requested Borrowing in excess of $250,000 as described in Section 2.3(b2.1(e), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a2.1(d), the Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telephone and promptly followed by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to the Agent in immediately available same day funds, to Agent’s Accountsuch account of the Agent as the Agent may designate, not later than 10:00 a.m. 12:00 p.m. (California time) on the Funding Date applicable thereto. After the Agent’s 's receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereofSections 3.1 and 3.2, the Agent shall make the proceeds thereof of such Advances available to Administrative Borrower on the applicable Funding Date by transferring immediately available same day funds equal to the proceeds of such proceeds Advances received by the Agent to Administrative Borrower’s the Designated Account; provided, however, that, subject to the provisions of Section 2.3(i2.1(l), the Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if the Agent shall have received written notice from any Lender, or otherwise has actual knowledge knowledge, that (1A) one or more of the applicable conditions precedent set forth in Section 3 Sections 3.1 or 3.2 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waivedBorrowing, or (2B) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c) apply to a requested Borrowing as described in Section -------------- ------- 2.3(b), then promptly after receipt of a request for a Borrowing pursuant ------ to Section 2.3(a), Agent shall notify the Lenders, not later than 1:00 p.m. -------------- (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s 's Account, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such Advances, Advances upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Agent shall --------- make the proceeds thereof available to Administrative the applicable Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative the applicable Borrower’s 's Designated Account; provided, however, that, subject to the provisions of Section -------- ------- ------- 2.3(i), Agent shall not request any Lender to make, and no Lender shall ------ have the obligation to make, any Advance if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for --------- the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(csubsection 2.2(c) apply to a requested Borrowing as described in Section 2.3(bsubsection 2.2(b), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(asubsection 2.2(a), Agent shall notify the Lenders, not later than 1:00 3:00 p.m. (California Boston, Massachusetts time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopyfacsimile, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s 's Account, not later than 10:00 a.m. 2:00 p.m. (California Boston, Massachusetts time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Agent shall make the proceeds thereof available to Administrative Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative Borrower’s 's Designated Account; provided, however, that, subject to the provisions of Section 2.3(isubsection 2.2(i), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Excess Availability on such Funding Date.

Making of Advances. (i) In the event that Administrative Agent shall elect to have the terms of this Section 2.3(c) apply to a requested Borrowing as described in Section 2.3(b), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Administrative Agent shall notify notify, in the case of an A Advance, the Revolving A Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto or, in the case of a B Advance, the Revolving B Lenders, two Business Days immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s Pro Rata Share of the requested Borrowing available to Administrative Agent in immediately available funds, to Administrative Agent’s Account, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After Administrative Agent’s receipt of the proceeds of such AdvancesAdvances (or the Term Loan, as applicable), upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Administrative Agent shall make the proceeds thereof available to Administrative Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Administrative Agent to Administrative Borrower’s Designated Account; provided, however, that, that subject to the provisions of Section 2.3(i), Administrative Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance (or its portion of the Term Loan) if Administrative Agent shall have actual knowledge or shall have received written notice from the Collateral Agent on the Business Day prior to the proposed Advance that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) in the case of an A Advance, the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section SECTION 2.3(c) apply to a requested Borrowing as described in Section SECTION 2.3(b), then promptly after receipt of a request for a Borrowing pursuant to Section SECTION 2.3(a), Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s Accountsuch account of Agent as Agent may designate, not later than 10:00 11:00 a.m. (California time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section SECTION 3 hereof, Agent shall make the proceeds thereof of such Advances available to Administrative Borrower Borrowers on the applicable Funding Date by transferring immediately available same day funds equal to the proceeds of such proceeds Advances received by Agent to Administrative Borrower’s the Designated Account; providedPROVIDED, howeverHOWEVER, that, subject to the provisions of Section SECTION 2.3(i), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if Agent shall have received written notice from any Lender, or otherwise has actual knowledge knowledge, that (1) one or more of the applicable conditions precedent set forth in Section SECTION 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability of Borrowers on such Funding Date.

Making of Advances. (i) In the event that the Agent shall elect to have the terms of this Section 2.3(c2.1(f) apply to a requested Borrowing in excess of $5,000,000 as described in Section 2.3(b2.1(e), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a2.1(d), the Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telephone and promptly followed by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s Pro Rata Share of the requested Borrowing available to the Agent in immediately available same day funds, to Agent’s Accountsuch account of the Agent as the Agent may designate, not later than 10:00 a.m. 12:00 p.m. (California time) on the Funding Date applicable thereto. After the Agent’s receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereofSections 3.1 and 3.2, the Agent shall make the proceeds thereof of such Advances available to Administrative Borrower on the applicable Funding Date by transferring immediately available same day funds equal to the proceeds of such proceeds Advances received by the Agent to Administrative Borrower’s the Designated Deposit Account; provided, however, that, subject to the provisions of Section 2.3(i2.1(1), the Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if the Agent shall have has actual knowledge knowledge, that (1A) one or more of the applicable conditions precedent set forth in Section 3 Sections 3.1 or 3.2 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waivedBorrowing, or (2B) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c2.1(f) apply to a requested Borrowing in excess of $5,000,000 as described in Section 2.3(b2.1(e), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a2.1(d), Agent shall notify the Tranche A Lenders, not later than 1:00 4:00 p.m. (California Atlanta, Georgia time) on the Business Day immediately preceding the Funding Date applicable thereto, by telephone and promptly followed by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Tranche A Lender shall make the amount of such Tranche A Lender’s Pro 's Tranche A Pro-Rata Share of the requested Borrowing available to Agent in immediately available same day funds, to Agent’s Accountsuch account of Agent as Agent may designate, not later than 10:00 a.m. 3:00 p.m. (California Atlanta, Georgia time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereofSections 3.1 and 3.2, Agent shall make the proceeds thereof of such Advances available to Administrative Borrower on the applicable Funding Date by transferring immediately available same day funds equal to the proceeds of such proceeds Advances received by Agent to Administrative Borrower’s the Designated Account; provided, however, that, subject to the provisions of Section 2.3(i2.1(l), the Agent shall not request any Tranche A Lender to make, and no Tranche A Lender shall have the obligation to make, any Advance if Agent shall have received written notice from any Lender, or otherwise has actual knowledge knowledge, that (1A) one or more of the applicable conditions precedent set forth in Section 3 Sections 3.1 or 3.2 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waivedBorrowing, or (2B) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section SECTION 2.3(c) apply to a requested Borrowing as described in Section SECTION 2.3(b), then promptly after receipt of a request for a Borrowing pursuant to Section SECTION 2.3(a), Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s 's Account, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such Advances, (or the Term Loan, as applicable), upon satisfaction of the applicable conditions precedent set forth in Section SECTION 3 hereof, Agent shall make the proceeds thereof available to Administrative Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative Borrower’s 's Designated Account; providedPROVIDED, howeverHOWEVER, that, subject to the provisions of Section SECTION 2.3(i), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance (or its portion of the Term Loan) if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section SECTION 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c2.1(g) apply to a requested Borrowing in excess of $20,000,000 as described in Section 2.3(b2.1(f), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a2.1(e), Agent shall notify the Lenders, not later than 1:00 4:00 p.m. (California Boston time) on the Business Day immediately preceding the Funding Date applicable theretoon which such request for Borrowing pursuant to Section 2.1(e) is received by Agent, by telephone and promptly followed by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s Pro Rata Share of the requested Borrowing available to the Agent in immediately available same day funds, to Agent’s Accountsuch account of the Agent as the Agent may designate, not later than 10:00 a.m. 2:00 p.m. (California Boston time) on the Funding Date applicable thereto. After the Agent’s receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereofSections 3.1 and 3.2, the Agent shall make the proceeds thereof of such Advances available to Administrative Borrower Borrowers on the applicable Funding Date by transferring immediately available same day funds equal to the proceeds of such proceeds Advances received by the Agent to Administrative Borrower’s the Designated Account; provided, however, that, subject to the provisions of Section 2.3(i2.1(m), the Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if the Agent shall have received written notice from any Lender, or otherwise has actual knowledge knowledge, that (1A) one or more of the applicable conditions precedent set forth in Section 3 Sections 3.1 or 3.2 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waivedBorrowing, or (2B) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c) apply to a requested Borrowing as described in Section 2.3(b), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders, not later than 1:00 4:00 p.m. (California Georgia time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s Account, not later than 10:00 a.m. 1:00 p.m. (California Georgia time) on the Funding Date applicable thereto. After Agent’s receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Agent shall make the proceeds thereof available to Administrative Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative Borrower’s Designated Account; provided, however, that, subject to the provisions of Section 2.3(i), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c) apply to a requested Borrowing as described in Section 2.3(b), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s 's Account, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Agent shall make the proceeds thereof available to Administrative Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative Borrower’s 's Designated Account; provided, however, that, subject to the provisions of Section 2.3(i), that Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (ia) In Each Advance (other than a Letter of Credit Request which shall be submitted in accordance with the event that provisions of Section 2.13 hereof) shall be made on notice given by the Borrower to the Agent shall elect to have the terms (a "Notice of this Section 2.3(cBorrowing") apply to a requested Borrowing as described in Section 2.3(b), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders, not later than 1:00 p.m. (California x) 10:00 a.m. (Boston time) on the same Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the proposed Borrowing in the case of a Prime Rate Loan, and (y) 12:00 noon (Boston time) two (2) Business Days prior to the date of the proposed Borrowing in the case of a LIBOR Rate Loan, in either case which Notice of Borrowing shall specify the requested Borrowing. Each Lender shall make the (i) date of such Advance, (ii) type of Advance, (iii) amount of such Lender’s Pro Rata Share Advance (which must be a minimum of $100,000.00), and (iv) in the requested Borrowing available to Agent case of a LIBOR Rate Loan, the Interest Period for such Advance, substantially in immediately available funds, to Agent’s Account, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After Agent’s receipt form of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Agent shall make the proceeds thereof available to Administrative Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative Borrower’s Designated AccountExhibit B hereto; provided, however, thatthat if such Advance is a Permitted Acquisition Advance, subject such Notice of Borrowing shall be given by the Borrower contemporaneously with a Certificate of Permitted Acquisition substantially in the form of Exhibit C hereto. The Agent shall give the Lenders notice of each Notice of Borrowing in accordance with the Agent's customary practice. Each such Notice of Borrowing may be by telephone or telecopy, in each case confirmed immediately in writing by the Borrower in substantially the form of Exhibit B hereto. The Borrower agrees to indemnify and hold the provisions Lenders harmless for any action, including the making of any Advances hereunder, or loss or expense, taken or incurred by the Agent and the Lenders in good faith reliance upon such telephone request. At the time of the initial request for an Advance made under this Section 2.3(i2.2(a), Agent shall not request any Lender to make, and no Lender the Borrower shall have provided the obligation to make, any Advance if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.with a

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section SECTION 2.3(c) apply to a requested Borrowing as described in Section SECTION 2.3(b), then promptly after receipt of a request for a Borrowing pursuant to Section SECTION 2.3(a), Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s 's Account, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such AdvancesAdvances (or such Term Loan, as applicable), upon satisfaction of the applicable conditions precedent set forth in Section SECTION 3 hereof, Agent shall make the proceeds thereof available to Administrative Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative Borrower’s 's Designated Account; providedPROVIDED, howeverHOWEVER, that, subject to the provisions of Section SECTION 2.3(i), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance (or its portion of any Term Loan) if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section SECTION 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that the Agent shall elect to have the terms of this Section 2.3(c2.1(f) apply to a requested Borrowing in excess of $5,000,000 as described in Section 2.3(b2.1(e), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a2.1(d), the Agent shall notify the Lenders, not later than 1:00 3:00 p.m. (California Rosemont, Illinois time) on the Business Day immediately preceding the Funding Date applicable thereto, by telephone and promptly followed by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to the Agent in immediately available same day funds, to Agent’s Accountsuch account of the Agent as the Agent may designate, not later than 10:00 a.m. 2:00 p.m. (California Rosemont, Illinois time) on the Funding Date applicable thereto. After the Agent’s 's receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereofSections 3.1 and 3.2, the Agent shall make the proceeds thereof of such Advances available to Administrative Borrower Borrowers on the applicable Funding Date by transferring immediately available same day funds equal to the proceeds of such proceeds Advances received by the Agent to Administrative Borrower’s the Designated Deposit Account; provided, however, that, subject to the provisions of Section 2.3(i2.1(l), the Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if the Agent shall have received written notice from any Lender, or otherwise has actual knowledge knowledge, that (1A) one or more of the applicable conditions precedent set forth in Section 3 Sections 3.1 or 3.2 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waivedBorrowing, or (2B) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c) apply to a requested Borrowing as described in Section -------------- ------- 2.3(b), then promptly after receipt of a request for a Borrowing pursuant ------ to Section 2.3(a), Agent shall notify the Lenders, not later than 1:00 4:00 p.m. -------------- (California Boston, Massachusetts time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s 's Account, not later than 10:00 a.m. 1:00 p.m. (California Boston, Massachusetts time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such AdvancesAdvances (or the Term Loan, as applicable), upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Agent shall make the --------- proceeds thereof available to the Administrative Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to the Administrative Borrower’s 's Designated Account; provided, however, that, subject to the provisions of Section -------- ------- ------- 2.3(i), Agent shall not request any Lender to make, and no Lender shall ------ have the obligation to make, any Advance (or its portion of the Term Loan) if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the --------- requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c) apply to a requested Borrowing as described in Section 2.3(b), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s 's Account, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such AdvancesAdvances (or a Term Loan, as applicable), upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Agent shall make the proceeds thereof available to Administrative Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative Borrower’s 's Designated Account; provided, however, that, subject to the provisions of Section 2.3(i), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance (or its portion of the Term Loans) if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c) apply to a requested Borrowing as described in Section 2.3(b), then promptly Promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders, not later than 1:00 2:00 p.m. (California Chicago time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each At Agent's sole option, either (A) each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s 's Account, not later than 10:00 a.m. 3:00 p.m. (California Chicago time) on the Funding Date applicable theretothereto or (B) Agent shall advance sufficient funds in respect of such Borrowing and settle with the Lenders pursuant to Section 2.3(d). After Agent’s 's receipt of the proceeds of such AdvancesAdvances to the extent applicable, and upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Agent shall make the proceeds thereof available to Administrative Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative Borrower’s 's Designated Account; provided, however, that, subject to the provisions of Section 2.3(i2.3(g), Agent shall not make or request any Lender to make, and no Lender shall have the obligation to make, any Advance if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c) apply to a requested Borrowing as described in Section 2.3(b), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders, not later than 1:00 p.m. (California p.m.(California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s 's Account, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Agent shall make the proceeds thereof available to Administrative the applicable Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative such Borrower’s 's Designated Account; provided, however, that, subject to the provisions of Section 2.3(i), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c) apply to a requested Borrowing as described in Section 2.3(b), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s Account, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After Agent’s receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof3, Agent shall make the proceeds thereof available to Administrative Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative Borrower’s Designated Account; provided, however, that, subject to the provisions of Section 2.3(i), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c) apply to a requested Borrowing as described in Section 2.3(b), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s 's Account, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Agent shall make the proceeds thereof available to Administrative Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative Borrower’s 's Designated Account; provided, however, that, subject to the provisions of Section 2.3(i), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the applicable Availability on such Funding Date.

Making of Advances. (i) In the event that the Agent shall elect to have the terms of this Section 2.3(c2.1(f) apply to a requested Borrowing in excess of $5,000,000 as described in Section 2.3(b2.1(e), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a2.1(d), the Agent shall notify the Lenders, not later than 1:00 p.m. (California Eastern time) on the Business Day immediately preceding the Funding Date applicable thereto, by telephone and promptly followed by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to the Agent in immediately available same day funds, to Agent’s Accountsuch account of the Agent as the Agent may designate, not later than 10:00 a.m. 12:00 p.m. (California Eastern time) on the Funding Date applicable thereto. After the Agent’s 's receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereofSections 3.1 and 3.2, the Agent shall make the proceeds thereof of such Advances available to Administrative Borrower on the applicable Funding Date by transferring immediately available same day funds equal to the proceeds of such proceeds Advances received by the Agent to Administrative Borrower’s the Designated Deposit Account; provided, however, that, subject to the provisions of Section 2.3(i2.1(l), the Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if the Agent shall have received written notice from any Lender, or otherwise has actual knowledge knowledge, that (1A) one or more of the applicable conditions precedent set forth in Section 3 Sections 3.1 or 3.2 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waivedBorrowing, or (2B) the requested Borrowing would exceed the Availability on such Funding Date. No Lender shall provide any such notice unless it believes, in good faith, that such events or conditions have occurred.

Making of Advances. (i) In the event that Foothill Group Agent shall elect to have the terms of this Section 2.3(c2.1(f) apply to a requested Borrowing as described in Section 2.3(b2.1(e), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a2.1(d), Foothill Group Agent shall notify the Lenders, not later than 1:00 p.m. 11:00 a.m. (California time) on the Business Day immediately preceding that is the requested Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Foothill Group Agent in immediately available funds, to Agent’s Accountsuch account of Foothill Group Agent as Foothill Group Agent may designate, not later than 10:00 a.m. 12:00 p.m. (California time) on the Funding Date applicable thereto. After Foothill Group Agent’s 's receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Foothill Group Agent shall make the proceeds thereof of such Advances available to Administrative Borrower on the applicable Funding Date by transferring immediately available same day funds equal to the proceeds of such proceeds Advances received by Foothill Group Agent to Administrative Borrower’s 's Designated Account; provided, however, that, subject to the provisions of Section 2.3(i2.1(l), Foothill Group Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if Foothill Group Agent shall have received written notice from any Lender, or otherwise has actual knowledge knowledge, that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability of Borrower on such Funding Date.

Making of Advances. (i) In the event that the Agent shall elect to have the terms of this Section 2.3(c2.1(f) apply to a requested Borrowing in excess of $5,000,000 as described in Section 2.3(b2.1(e), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a2.1(d), the Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telephone and promptly followed by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to the Agent in immediately available same day funds, to Agent’s Accountsuch account of the Agent as the Agent may designate, not later than 10:00 a.m. 12:00 p.m. (California time) on the Funding Date applicable thereto. After the Agent’s 's receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereofSections 3.1 and 3.2, the Agent shall make the proceeds thereof of such Advances available to Administrative Borrower on the applicable Funding Date by transferring immediately available same day funds equal to the proceeds of such proceeds Advances received by the Agent to Administrative Borrower’s the Designated Deposit Account; provided, however, that, subject to the provisions of Section 2.3(i2.1(l), the Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if the Agent shall have received written notice from any Lender, or otherwise has actual knowledge knowledge, that (1A) one or more of the applicable conditions precedent set forth in Section 3 Sections 3.1 or 3.2 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waivedBorrowing, or (2B) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c) apply to a requested Borrowing as described in Section 2.3(b), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders, not later than 1:00 4:00 p.m. (California New York time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s 's Account, not later than 10:00 a.m. 1:00 p.m. (California New York time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such Advances, Advances upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Agent shall make the proceeds thereof available to Administrative Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative Borrower’s 's Designated Account; provided, however, that, subject to the provisions of Section 2.3(i), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c) apply to a requested Borrowing as described in Section 2.3(b), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders, not later than 1:00 4:00 p.m. (California Atlanta time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s 's Account, not later than 10:00 a.m. 1:00 p.m. (California Atlanta time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such AdvancesAdvances (or the Term Loan, as applicable), upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Agent shall make the proceeds thereof available to Administrative Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative Borrower’s 's Designated Account; provided, however, that, subject to the provisions of Section Sections 2.3(e) and 2.3(i), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance (or its portion of the Term Loan) if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section SECTION 2.3(c) apply to a requested Borrowing as described in Section SECTION 2.3(b), then promptly after receipt of a request for a Borrowing pursuant to Section SECTION 2.3(a), Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s 's Account, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such AdvancesAdvances (or the Term Loan, as applicable), upon satisfaction of the applicable conditions precedent set forth in Section SECTION 3 hereof, Agent shall make the proceeds thereof available to Administrative Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative Borrower’s 's Designated Account; providedPROVIDED, howeverHOWEVER, that, subject to the provisions of Section SECTION 2.3(i), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance (or its portion of the Term Loan) if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section SECTION 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(cSECTION 2.1(E) apply to a requested Borrowing as described in Section 2.3(bSECTION 2.1(D), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(aSECTION 2.1(C), Agent shall notify the Revolving/Term Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Revolving/Term Lender shall make the amount of such Revolving/Term Lender’s 's Pro Rata Revolving/Term Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s Accountsuch account of Agent as Agent may designate, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section SECTION 3 hereof, Agent shall make the proceeds thereof of such Advances available to Administrative Borrower on the applicable Funding Date by transferring immediately available same day funds equal to the proceeds of such proceeds Advances received by Agent to Administrative Borrower’s 's Designated Account; providedPROVIDED, however, that, subject to the provisions of Section 2.3(iSECTION 2.1(k), Agent shall not request any Revolving/Term Lender to make, and no Revolving/Term Lender shall have the obligation to make, any Advance if Agent shall have received written notice from any Revolving/Term Lender, or otherwise has actual knowledge knowledge, that (1) one or more of the applicable conditions precedent set forth in Section SECTION 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability of Borrower on such Funding Date.

Making of Advances. (i) In the event that Unless Agent shall elect to have be the terms of this Section 2.3(c) apply to a requested Borrowing as described in Section 2.3(b)sole Lender hereunder, then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders, not later than 1:00 p.m. (California Boston, Massachusetts time) on the Business Day immediately preceding the Funding Date applicable theretothereto (or the immediately preceding Business Day if the applicable request for Advance shall have been received more than 24 hours prior to the requested Funding Date and time), by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s 's Account, not later than 10:00 a.m. 3:00 p.m. (California Boston, Massachusetts time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Agent shall make the proceeds thereof available to Administrative Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative Borrower’s 's Designated Account; provided, however, that, subject to the provisions of Section 2.3(i2.3(g), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c) apply to a requested Borrowing as -------------- described in Section 2.3(b), then promptly after receipt of a -------------- request for a Borrowing pursuant to Section 2.3(a), Agent shall -------------- notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s Accountsuch account of Agent as Agent may designate, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such Advances, upon the satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Agent shall make the proceeds thereof of such Advances available to Administrative Borrower on the applicable Funding Date by transferring immediately available same day funds equal to the proceeds of such proceeds Advances received by Agent to Administrative Borrower’s 's Designated Account; provided, however, that, subject to the provisions of Section -------- ------- ------- 2.3(i), Agent shall not request any Lender to make, and no Lender ------ shall have the obligation to make, any Advance if Agent shall have received written notice from any Lender, or otherwise has actual knowledge knowledge, that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date --------- for the applicable Borrowing (unless such condition has been waivedwaived in accordance herewith), or (2) the requested Borrowing would exceed the Availability of Borrower on such Funding Date.

Making of Advances. (i) In the event that the Agent shall elect to have the terms of this Section 2.3(c2.1(g) apply to a requested Borrowing in excess of $8,000,000 as described in Section 2.3(b2.1(f), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a2.1(e), the Agent shall notify the Lenders, not later than 1:00 2:00 p.m. (California Boston time) on the Business Day immediately preceding the Funding Date applicable thereto, by telephone and promptly followed by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to the Agent in immediately available same day funds, to Agent’s Accountsuch account of the Agent as the Agent may designate, not later than 10:00 a.m. 2:00 p.m. (California Boston time) on the Funding Date applicable thereto. After the Agent’s 's receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereofSections 3.1 and 3.2, the Agent shall make the proceeds thereof of such Advances available to Administrative Borrower Borrowers on the applicable Funding Date by transferring immediately available same day funds equal to the proceeds of such proceeds Advances received by the Agent to Administrative Borrower’s the Designated Deposit Account; provided, however, that, subject to the provisions of Section 2.3(i2.1(m), the Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if the Agent shall have received written notice from any Lender, or otherwise has actual knowledge knowledge, that (1A) one or more of the applicable conditions precedent set forth in Section 3 Sections 3.1 or 3.2 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waivedBorrowing, or (2B) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c) apply to a requested Borrowing as described in Section 2.3(b), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s 's Account, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Agent shall make the proceeds thereof available to Administrative the applicable Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative Borrower’s Designated Account; provided, however, that, subject to the provisions of Section 2.3(i), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that the Agent shall elect to have the terms of this Section 2.3(c2.1(f) apply to a requested Borrowing under the Standard Line in excess of $5,000,000 as described in Section 2.3(b2.1(e), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a2.1(d), the Agent shall notify the Lenders, not later than 1:00 3:00 p.m. (California Eastern time) on the Business Day immediately preceding the Funding Date applicable thereto, by telephone and promptly followed by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to the Agent in immediately available same day funds, to Agent’s Accountsuch account of the Agent as the Agent may designate, not later than 10:00 a.m. 1:00 p.m. (California Eastern time) on the Funding Date applicable thereto. After the Agent’s 's receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereofSections 3.1 and 3.2, the Agent shall make the proceeds thereof of such Advances available to Administrative Borrower on the applicable Funding Date by transferring immediately available same day funds equal to the proceeds of such proceeds Advances received by the Agent to Administrative Borrower’s the Designated Deposit Account; provided, however, that, subject to the provisions of Section 2.3(i2.1(l), the Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if the Agent shall have received written notice from any Lender, or otherwise has actual knowledge knowledge, that (1A) one or more of the applicable conditions precedent set forth in Section 3 Sections 3.1 or 3.2 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waivedBorrowing, or (2B) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c) apply to a requested Borrowing as described in Section 2.3(b), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s 's Account, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such AdvancesAdvances (or the Term Loan, as applicable), upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Agent shall make the proceeds thereof available to Administrative Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative Borrower’s 's Designated Account; provided, however, that, subject to the provisions of Section 2.3(i), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance (or its portion of the Term Loan) if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c) apply to a requested Borrowing as described in Section 2.3(b), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders, not later than 1:00 p.m. (California Boston, Massachusetts time) on the Business Day immediately preceding (or, in the case of LIBO Rate Loans, three Business Days prior to the date) that is the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s 's Account, not later than 10:00 a.m. 3:00 p.m. (California Boston, Massachusetts time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Agent shall make the proceeds thereof available to the Administrative Borrower by no later than 3:00 p.m. (Boston, Massachusetts time) on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to the Administrative Borrower’s 's Designated Account; provided, however, that, subject to the provisions of Section 2.3(i), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that the Facility Agent shall elect (or pursuant to Section 2.1(e) shall be compelled) to have the terms of this Section 2.3(c2.1(f) apply to a requested Borrowing as described in Section 2.3(b2.1(e), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a2.1(d), the Facility Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telephone and promptly followed by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s Pro 's Pro-Rata Share of the requested Borrowing available to the Facility Agent in immediately available same day funds, to Agent’s Accountsuch account of the Facility Agent as the Facility Agent may designate, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After the Facility Agent’s 's receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereofSections 3.1 and 3.2, the Facility Agent shall make the proceeds thereof of such Advances available to Administrative Borrower not later than 11:00 a.m. (California time) on the applicable Funding Date by transferring immediately available same day funds equal to the proceeds of such proceeds Advances received by the Facility Agent to Administrative Borrower’s the Designated Account; provided, however, that, subject to the provisions of Section 2.3(i2.1(l), the Facility Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if the Facility Agent shall have received written notice from any Lender, or otherwise has actual knowledge knowledge, that (1A) one or more of the applicable conditions precedent set forth in Section 3 Sections 3.1 or 3.2 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waivedBorrowing, or (2B) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section SECTION 2.3(c) apply to a requested Borrowing as described in Section SECTION 2.3(b), then promptly after receipt of a request for a Borrowing pursuant to Section SECTION 2.3(a), Agent shall notify the Lenders, not later than 1:00 12:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s 's Account, not later than 10:00 a.m. 2:00 p.m. (California time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such AdvancesAdvances (or the Term Loan, as applicable), upon satisfaction of the applicable conditions precedent set forth in Section SECTION 3 hereof, Agent shall make the proceeds thereof available to Administrative Borrower Borrowers on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative Borrower’s Borrowers' Designated Account; providedPROVIDED, howeverHOWEVER, that, subject to the provisions of Section SECTION 2.3(i), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance (or its portion of the Term Loan) if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section SECTION 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that the Agent shall elect to have the terms of this Section 2.3(cSECTION 2.1(f) apply to a requested Borrowing in excess of $5,000,000 as described in Section 2.3(bSECTION 2.1(e), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(aSECTION 2.1(d), the Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telephone and promptly followed by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to the Agent in immediately available same day funds, to Agent’s Accountsuch account of the Agent as the Agent may designate, not later than 10:00 a.m. 12:00 noon (California time) on the Funding Date applicable thereto. After the Agent’s 's receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereofSECTIONS 3.1 and 3.2, the Agent shall make the proceeds thereof of such Advances available to Administrative Borrower on the applicable Funding Date by transferring immediately available same day funds equal to the proceeds of such proceeds Advances received by the Agent to Administrative Borrower’s the Designated Deposit Account; providedPROVIDED, howeverHOWEVER, that, subject to the provisions of Section 2.3(iSECTION 2.1(L), the Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if the Agent shall have received written notice from any Lender, or otherwise has actual knowledge knowledge, that (1A) one or more of the applicable conditions precedent set forth in Section 3 SECTIONS 3.1 or 3.2 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waivedBorrowing, or (2B) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c) apply to a requested Borrowing as described in Section 2.3(b), then promptly Promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s 's Account, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such Advances, Advances upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Agent shall make the proceeds thereof available to Administrative Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative Borrower’s 's Designated Account; provided, however, that, subject to the provisions of Section 2.3(i2.3(g), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c2.1(e) apply to a requested Borrowing as described in -------------- Section 2.3(b2.1(d), then promptly after receipt of a request for a Borrowing -------------- pursuant to Section 2.3(a2.1(c), Agent shall notify the Lenders, not later than 1:00 -------------- p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s Accountsuch account of Agent as Agent may designate, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 --------- hereof, Agent shall make the proceeds thereof of such Advances available to Administrative Borrower on the applicable Funding Date by transferring immediately available same day funds equal to the proceeds of such proceeds Advances received by Agent to Administrative Borrower’s 's Designated Account; provided, however, that, subject to the provisions of Section 2.3(i2.1(k), Agent shall not -------------- request any Lender to make, and no Lender shall have the obligation to make, any Advance if Agent shall have received written notice from any Lender, or otherwise has actual knowledge knowledge, that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the --------- requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability of Borrower on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c) apply to a requested Borrowing as described in Section 2.3(b), then promptly Promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), the Revolving Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Subject to Section 2.1(a), each Lender shall make the amount of such Lender’s Pro Rata Share of the requested Borrowing available to the Revolving Agent in immediately available funds, to the Agent’s Account, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After the Revolving Agent’s receipt of the proceeds of such Advances, upon satisfaction Advances from all of the applicable conditions precedent set forth in Section 3 hereofLenders (other than the Defaulting Lenders), the Revolving Agent shall make the proceeds thereof available to the Administrative Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by the Revolving Agent to Administrative Borrower’s the Designated Account; provided, however, that, subject to the provisions of Section 2.3(i2.3(d)(ii), the Revolving Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if the Revolving Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c) apply to a requested Borrowing as described in Section 2.3(b), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s 's Account, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such AdvancesAdvances (or the Term Loan, as applicable), upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Agent shall make the proceeds thereof available to Administrative Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative Borrower’s 's Designated Account; provided, however, that, subject to the provisions of Section 2.3(i), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance (or its portion of the Term Loans) if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c) apply to a requested Borrowing as described in Section 2.3(b), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s 's Account, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Agent shall make the proceeds thereof available to Administrative Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative Borrower’s 's Designated Account; provided, however, that, subject to the provisions of Section 2.3(i), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance (or its portion of any Term Loan) if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Administrative Agent shall elect to have the terms of this Section 2.3(c2.1(e) apply to a requested Borrowing as described in Section 2.3(b2.1(d), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a2.1(c), the Administrative Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable theretothereto or such other time that is agreed upon by Administrative Agent and the Lenders, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Administrative Agent in immediately available funds, to Agent’s Accountsuch account of Administrative Agent as Administrative Agent may designate, not later than 10:00 a.m. (California time) on the Funding Date applicable theretothereto or such other time that is agreed upon by Administrative Agent and the Lenders. After Administrative Agent’s 's receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 Sections 3.1 and 3.2 hereof, Administrative Agent shall make the proceeds thereof of such Advances available to Administrative Borrower on the applicable Funding Date by transferring immediately available same day funds equal to the proceeds of such proceeds Advances received by Administrative Agent to Administrative Borrower’s 's Designated Account; provided, however, that, subject to the provisions of Section 2.3(i2.1(k), Administrative Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if Administrative Agent shall have received written notice from any Lender, or otherwise has actual knowledge knowledge, that (1) one or more of the applicable conditions precedent set forth in Section 3 Sections 3.1 and 3.2 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waivedcured (if capable of being cured) or waived in accordance with Section 16.1, or (2) the requested Borrowing would exceed the Availability of Borrower on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c) apply to a requested Borrowing as described in Section 2.3(b), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s Account, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After Agent’s receipt of the proceeds of such AdvancesAdvances (or the Term Loan, as applicable), upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Agent shall make the proceeds thereof available to Administrative Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative Borrower’s Designated Account; provided, however, that, subject to the provisions of Section 2.3(i), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance (or its portion of the Term Loan) if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section SECTION 2.3(c) apply to a requested Borrowing as described in Section SECTION 2.3(b), then promptly after receipt of a request for a Borrowing pursuant to Section SECTION 2.3(a), Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s 's Account, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section SECTION 3 hereof, Agent shall make the proceeds thereof available to Administrative Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative Borrower’s 's Designated Account; providedPROVIDED, howeverHOWEVER, that, subject to the provisions of Section SECTION 2.3(i), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section SECTION 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waivedwaived in accordance with the terms of this Agreement, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Administrative Agent shall elect to have the terms of this Section 2.3(c2.1(e) apply to a requested Borrowing as described in Section 2.3(b2.1(d), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a2.1(c), the Collateral Agent shall notify the Lenders, not later than 1:00 p.m. (California New York time) on the Funding Date applicable thereto (or not later than 3:00 p.m. (New York time) on the Business Day immediately preceding the Funding Date applicable thereto, in the case of requested Borrowings in an amount of $5,000,000 or greater), by telephone and promptly confirmed by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Collateral Agent in immediately available same day funds, to Agent’s Accountsuch account of Collateral Agent as Collateral Agent may designate, not later than 10:00 a.m. 3:00 p.m. (California New York time) on the Funding Date applicable thereto. After Collateral Agent’s 's receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereofSections 3.1 and 3.2, Collateral Agent shall make the proceeds thereof of such Advances available to Administrative Borrower on the applicable Funding Date by transferring immediately available same day funds equal to the proceeds of such proceeds Advances received by Collateral Agent to Administrative Borrower’s the Designated Account; provided, however, that, subject to the provisions of Section 2.3(i2.1(k), Administrative Agent shall instruct Collateral Agent not to request any Lender to make, and no Lender shall have the obligation to make, any Advance if Administrative Agent shall have actual knowledge received written notice from any Lender that (1A) one or more of the applicable conditions precedent set forth in Section 3 3.1 or 3.2 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waivedBorrowing, or (2B) the requested Borrowing would exceed the Availability on such Funding Date. Administrative Agent and Collateral Agent shall not otherwise be required to determine whether the applicable conditions precedent set forth in Sections 3.1 or 3.2 have been satisfied on the Funding Date applicable thereto prior to making, in its sole discretion, any Agent Loan.

Making of Advances. (i) In the event that Agent shall elect Swing Lender is not obligated to have the terms of this Section 2.3(c) apply to make a requested Borrowing as described in Section 2.3(b)Swing Loan, then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a2.3(a)(i), Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, Lenders by telecopy, telephone, email, or other similar electronic form of transmission, of the requested Borrowing; such notification to be sent on the Business Day that is (A) in the case of a Base Rate Loan, at least one Business Day prior to the requested Funding Date, or (B) in the case of a LIBOR Rate Loan, prior to 2:00 p.m. at least three (3) Business Days prior to the requested Funding Date. Each If Agent has notified the Lenders of a requested Borrowing on the Business Day that is one Business Day prior to the Funding Date, then each Lender shall make the amount of such Lender’s Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s Account, not later than 10:00 a.m. (California time) 1:00 p.m. on the Business Day that is the requested Funding Date applicable theretoDate. After Agent’s receipt of the proceeds of such Advances, upon satisfaction of Advances from the applicable conditions precedent set forth in Section 3 hereofLenders, Agent shall make the proceeds thereof available to Administrative Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative Borrower’s the Designated Account; provided, however, that, that subject to the provisions of Section 2.3(i2.3(d)(ii), Agent shall not request any Lender to make, and no Lender shall have the an obligation to makemake any Advance, any Advance if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(cSECTION 2.3(C) apply to a requested Borrowing as described in Section 2.3(bSECTION 2.3(B), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(aSECTION 2.3(A), Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s 's Account, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such AdvancesAdvances (or the Term Loan, as applicable), upon satisfaction of the applicable conditions precedent set forth in Section SECTION 3 hereof, Agent shall make the proceeds thereof available to Administrative Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative Borrower’s 's Designated Account; providedPROVIDED, howeverHOWEVER, that, subject to the provisions of Section 2.3(iSECTION 2.3(I), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance (or its portion of the Term Loan) if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section SECTION 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c) apply to a requested Borrowing as described in Section 2.3(b), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders, not later than 1:00 4:00 p.m. (California Atlanta, Georgia time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s 's Account, not later than 10:00 a.m. 1:00 p.m. (California Atlanta, Georgia time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such Advances, Advances upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Agent shall make the proceeds thereof available to Administrative Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative Borrower’s 's Designated Account; provided, however, that, subject to the provisions of Section 2.3(i), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that the Agent shall elect to have the terms of this Section 2.3(cSECTION 2.1(f) apply to a requested Borrowing in excess of $8,000,000 as described in Section 2.3(bSECTION 2.1(e), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(aSECTION 2.1(d), the Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telephone and promptly followed by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to the Agent in immediately available same day funds, to Agent’s Accountsuch account of the Agent as the Agent may designate, not later than 10:00 11:00 a.m. (California time) on the Funding Date applicable thereto. After the Agent’s 's receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereofSECTIONS 3.1 and 3.2, the Agent shall make the proceeds thereof of such Advances available to Administrative Borrower on the applicable Funding Date by transferring immediately available same day funds equal to the proceeds of such proceeds Advances received by the Agent to Administrative Borrower’s the Designated Deposit Account; providedPROVIDED, howeverHOWEVER, that, subject to the provisions of Section 2.3(iSECTION 2.1(l), the Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if the Agent shall have received written notice from any Lender, or otherwise has actual knowledge knowledge, that (1A) one or more of the applicable conditions precedent set forth in Section 3 SECTIONS 3.1 or 3.2 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waivedBorrowing, or (2B) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c2.1(e) apply to a requested Borrowing as described in Section 2.3(b2.1(d), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a2.1(c), the Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s Accountsuch account of Agent as Agent may designate, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereofSections 3.1 and 3.2, Agent shall make the proceeds thereof of such Advances available to Administrative Borrower Borrowers on the applicable Funding Date by transferring immediately available same day funds equal to the proceeds of such proceeds Advances received by Agent to Administrative Borrower’s the Designated Account; provided, however, that, subject to the provisions of Section 2.3(i2.1(k), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if Agent shall have received written notice from any Lender, or otherwise has actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 3.1 or 3.2 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c) apply to a requested Borrowing as described in Section 2.3(b), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto (or, in the case of a request for a Revolver B Advance after the Amendment No. 2 Closing Date, not later than 10:00 a.m. (California time) on the fourth Business Day preceding the Funding Date applicable thereto), by telecopy, telephone, telephone or other similar form of transmission, of the requested BorrowingBorrowing (including, in the case of a request for a Revolver B Advance after the Amendment No. 2 Closing Date, that the related Revolver B Drawing Fee shall be payable as provided in this Section 2.3(c) by reduction of the actual amount advanced as provided in Section 2.3(c)(iv)). Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s 's Account, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Agent shall make the proceeds thereof available to Administrative Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative Borrower’s 's Designated Account; provided, however, that, subject to the provisions of Section 2.3(i), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Dateamount that Borrower is entitled to borrow as Revolver A Advances under Section 2.1 (after giving effect to all then outstanding Revolver A Obligations and all sublimits and Agent Reserves applicable hereunder).

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c) apply to a requested Borrowing as described in Section 2.3(b), then promptly Promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Administrative Agent shall notify the Lenders, not later than 1:00 p.m. (California New York City time) on the two (2) Business Day Days immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s Pro Rata Share of the requested Borrowing available to Administrative Agent in immediately available funds, to Agent’s Accountsuch account of Administrative Agent as Administrative Agent may designate, not later than 10:00 a.m. 1:00 p.m. (California New York time) on the Funding Date applicable thereto. After Administrative Agent’s receipt of the proceeds of such Revolving Advances, upon satisfaction of the applicable conditions precedent set forth in Section Article 3 hereof, Administrative Agent shall make the proceeds thereof of such Advances available to Administrative Borrower on the applicable Funding Date by transferring immediately available same day funds equal to the proceeds of such proceeds Revolving Advances received by Administrative Agent to Administrative Borrower’s Designated Account; provided, however, that, subject to the provisions of Section 2.3(i2.3(c), Administrative Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if Administrative Agent shall have received written notice from any Lender, or otherwise has actual knowledge knowledge, that (1) one or more of the applicable conditions precedent set forth in Section Article 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waivedwaived by Administrative Agent, or (2) the requested Borrowing would exceed the Availability of the Borrower requesting the Advance on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c) apply to a requested Borrowing as described in Section 2.3(b), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s 's Account, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Agent shall make the proceeds thereof available to Administrative Borrower Borrowers on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative Borrower’s the Designated Account; provided, however, that, subject to the provisions of Section 2.3(i), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c) apply to a requested Borrowing as described in Section 2.3(b), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s Account, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After Agent’s receipt of the proceeds of such AdvancesAdvances (or the Term Loan, as applicable), upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Agent shall make the proceeds thereof available to Administrative Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative Borrower’s Designated Account; provided, however, that, subject to the provisions of Section 2.3(i), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c2.1(e) apply to a requested Borrowing as described in Section 2.3(b2.1(d), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a2.1(c), Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s Accountsuch account of Agent as Agent may designate, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Agent shall make the proceeds thereof of such Advances available to Administrative Borrower on the applicable Funding Date by transferring immediately available same day funds equal to the proceeds of such proceeds Advances received by Agent to Administrative Borrower’s 's Designated Account; provided, however, that, subject to the provisions of Section 2.3(i2.1(k), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if Agent shall have received written notice from any Lender, or otherwise has actual knowledge knowledge, that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability of the Borrower requesting the Advance on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c2.1(h) apply to a requested Borrowing in excess of $5,000,000 as described in Section 2.3(b2.1(g), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a2.1(f), Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telephone and promptly followed by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available same day funds, to Agent’s Accountsuch account of Agent as Agent may designate, not later than 10:00 a.m. 12:00 p.m. (California time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereofSections 3.1 and 3.2, Agent shall make the proceeds thereof of such Advances available to Administrative Borrower on the applicable Funding Date by transferring immediately available same day funds equal to the proceeds of such proceeds Advances received by Agent to Administrative Borrower’s the Designated Deposit Account; provided, however, that, subject to the provisions of Section 2.3(i2.1(n), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if Agent shall have received written notice from any Lender, or otherwise has actual knowledge knowledge, that (1A) one or more of the applicable conditions precedent set forth in Section 3 3.1 or 3.2 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waivedBorrowing, or (2B) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(cSECTION 2.4(c) apply to a requested Borrowing as described in Section 2.3(bSECTION 2.4(b), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(aSECTION 2.4(a), Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s Accountsuch account of Agent as Agent may designate, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section SECTION 3 hereof, Agent shall make the proceeds thereof of such Advances available to Administrative Borrower on the applicable Funding Date by transferring immediately available same day funds equal to the proceeds of such proceeds Advances received by Agent to Administrative Borrower’s 's Designated Account; providedPROVIDED, howeverHOWEVER, that, subject to the provisions of Section 2.3(iSECTION 2.4(i), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if Agent shall have received written notice from any Lender, or otherwise has actual knowledge knowledge, that (1) one or more of the applicable conditions precedent set forth in Section SECTION 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect Swing Lender is not obligated to have the terms of this Section 2.3(c) apply to make a requested Borrowing as described in Section 2.3(b)Swing Loan, then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a2.3(a)(i), Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, Lenders by telecopy, telephone, email, or other similar electronic form of transmission, of the requested Borrowing; such notification to be sent on the Business Day or U.S. Government Securities Business Day, as applicable, that is (A) in the case of a Base Rate Loan, at least one Business Day prior to the requested Funding Date, or (B) in the case of a SOFR Loan, prior to 2:00 p.m. at least three (3) U.S. Government Securities Business Days prior to the requested Funding Date. Each If Agent has notified the Lenders of a requested Borrowing on the Business Day that is one Business Day prior to the Funding Date, then each Lender shall make the amount of such LenderXxxxxx’s Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s Account, not later than 10:00 a.m. (California time) 1:00 p.m. on the Business Day that is the requested Funding Date applicable theretoDate. After Agent’s receipt of the proceeds of such Advances, upon satisfaction of Advances from the applicable conditions precedent set forth in Section 3 hereofLenders, Agent shall make the proceeds thereof available to Administrative Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative Borrower’s the Designated Account; provided, however, that, that subject to the provisions of Section 2.3(i2.3(d)(ii), Agent shall not request any Lender to make, and no Lender shall have the an obligation to makemake any Advance, any Advance if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c) apply to a requested Borrowing as described in Section 2.3(b), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s 's Account, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such AdvancesAdvances (or Term Loans, as applicable), upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Agent shall make the proceeds thereof available to Administrative Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative Borrower’s 's Designated Account; provided, however, that, subject to the provisions of Section 2.3(i), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance (or its portion of the Term Loans) if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waivedwaived (in accordance with Section 15.1 hereof), or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section SECTION 2.3(c) apply to a requested Borrowing as described in Section SECTION 2.3(b), then promptly after receipt of a request for a Borrowing pursuant to Section SECTION 2.3(a), Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s Accountsuch account of Agent as Agent may designate, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section SECTION 3 hereof, Agent shall make the proceeds thereof of such Advances available to Administrative Borrower on the applicable Funding Date by transferring immediately available same day funds equal to the proceeds of such proceeds Advances received by Agent to Administrative Borrower’s 's Designated Account; providedPROVIDED, howeverHOWEVER, that, subject to the provisions of Section SECTION 2.3(i), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if Agent shall have received written notice from any Lender, or otherwise has actual knowledge knowledge, that (1) one or more of the applicable conditions precedent set forth in Section SECTION 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability of Borrower on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c) apply to a requested Borrowing as described in Section 2.3(b), then promptly Promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s 's Account, not later than 10:00 a.m. (California time) 35 37 on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such AdvancesAdvances or the Term Loan, as applicable, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Agent shall make the proceeds thereof available to Administrative Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative Borrower’s 's Designated Account; provided, however, that, subject to the provisions of Section 2.3(i2.3(g), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance (or its portion of the Term Loan) if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c2.4(c) apply to a requested Borrowing as described in Section 2.3(b2.4(b), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a2.4(a), Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s Accountsuch account of Agent as Agent may designate, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Agent shall make the proceeds thereof of such Advances available to Administrative Borrower Borrowers on the applicable Funding Date by transferring immediately available same day funds equal to the proceeds of such proceeds Advances received by Agent to Administrative Borrower’s 's Designated Account; provided, however, that, subject to the provisions of Section 2.3(i2.4(i), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if Agent shall have received written notice from any Lender, or otherwise has actual knowledge knowledge, that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waivedwaived in accordance with Section 15.1, or (2) the requested Borrowing would exceed the Tranche A Advance Availability or Tranche B Availability, as applicable, on such Funding Date.

Making of Advances. (i) In the event that Agent shall elect to have the terms of this Section 2.3(c) apply to a requested Borrowing as described in Section 2.3(b), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s 's Account, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After Agent’s 's receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Agent shall make the proceeds thereof available to Administrative the ---------- applicable Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative such Borrower’s 's Designated Account; provided, however, that, subject to the provisions -------- ------- of Section 2.3(i), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any --------------- Advance if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition --------- has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.