Common use of Making the Advances Clause in Contracts

Making the Advances. (a) Each Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each notice of a Borrowing (a "Borrowing Notice") shall be by telephone, confirmed immediately in writing, or telecopier or telex, in substantially the form of Exhibit B hereto, specifying therein, among other things, the requested date of such Borrowing, the amount of such Borrowing and the Repayment Date of the Advances comprising such Borrowing. Each Lender shall, before 11:00 A.M. (New York City time) on the date of such Borrowing, make available for the account of its Domestic Lending Office to the Agent at the Agent's Account, in same day funds, such Lender's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower by depositing the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performance.

Making the Advances. (a) Each Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each notice of a Borrowing (a "Borrowing Notice") shall be by telephone, confirmed immediately in writing, or telecopier or telex, in substantially the form of Exhibit B hereto, specifying therein, among other things, the requested date of such Borrowing, Borrowing and the amount of such Borrowing and the Repayment Date of the Advances comprising such Borrowing. Each Lender shall, before 11:00 11: 00 A.M. (New York City time) on the date of such Borrowing, make available for the account of its Domestic Lending Office to the Agent at the Agent's Account, in same day funds, such Lender's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower by depositing the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performance.

Making the Advances. (a) Each Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each notice of a Borrowing (a "Borrowing Notice") shall be by telephone, confirmed immediately in writing, or telecopier or telex, in substantially the form of Exhibit B hereto, specifying therein, among other things, the requested (i) date of such Borrowing, (ii) the amount of such Borrowing and (iii) the Repayment Date of the Advances comprising initial Interest Period for such BorrowingAdvances. Each Lender shall, before 11:00 A.M. (New York City time) on the date of such Borrowing, make available for the account of its Domestic Eurodollar Lending Office to the Agent at the Agent's Account, in same day funds, such Lender's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower by depositing the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performance.

Making the Advances. (a) Each Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each notice of a Borrowing (a "Borrowing Notice") shall be by telephone, confirmed immediately in writing, or telecopier or telex, in substantially the form of Exhibit B hereto, specifying therein, among other things, the requested date of such Borrowing, the amount of such Borrowing and the Repayment Date of the Advances comprising such Borrowing. Each Lender shall, before 11:00 11: 00 A.M. (New York City time) on the date of such Borrowing, make available for the account of its Domestic Lending Office to the Agent at the Agent's Account, in same day funds, such Lender's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower by depositing the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performance.

Making the Advances. (aA) Each Borrowing shall be made on noticeExcept as otherwise provided herein, given the Borrower may request that the Lenders make Advances to the Borrower by the delivery to the Administrative Agent, each Funding Agent and the Paying Agent, not later than 11:00 A.M. 1:00 P.M. (New York City time) on the third two (2) Business Day Days prior to the date proposed Funding Date of the proposed Borrowing by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each a written notice of a Borrowing (a "Borrowing Notice") shall be by telephone, confirmed immediately such request substantially in writing, or telecopier or telex, in substantially the form of Exhibit B heretoB-2 attached hereto (each such notice, specifying therein, among other thingsa “Notice of Borrowing”) together with a duly completed Borrowing Base Certificate signed by a Responsible Officer of the Borrower. Any Notice of Borrowing or Borrowing Base Certificate received by the Administrative Agent, the requested date of such Borrowing, the amount of such Borrowing Funding Agents and the Repayment Date of Paying Agent after the Advances comprising such Borrowing. Each Lender shall, before 11:00 A.M. (New York City time) on the date of such Borrowing, make available for the account of its Domestic Lending Office to the Agent at the Agent's Account, in same day funds, such Lender's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower by depositing the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender time specified in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender immediately preceding sentence shall be deemed to constitute performance have been received by the Initial Lender for all purposes of this Agreement Administrative Agent, the Funding Agents and the Note Paying Agent on the next Business Day, and shall discharge the Initial Lender from such obligation to the extent that results in the proposed Funding Date being earlier than two (2) Business Days after the date of delivery of such performanceNotice of Borrowing, then the date specified in such Notice of Borrowing as the proposed Funding Date of an Advance shall be deemed to be the Business Day immediately succeeding the proposed Funding Date of such Advance specified in such Notice of Borrowing. The proposed Funding Date specified in a Notice of Borrowing shall be no earlier than two (2) Business Days after the date of delivery of such Notice of Borrowing and may be up to a maximum of thirty (30) days after the date of delivery of such Notice of Borrowing. Unless otherwise provided herein, each Notice of Borrowing shall be irrevocable. The aggregate principal amount of the Class A Advance and Class B Advance requested by the Borrower for any Funding Date shall not be less than the lesser of (x) $[***] and (y) the remaining amount necessary in order for the Borrower to fully utilize all available Commitments. If the Administrative Agent delivers a written notice (including by electronic mail) to the Borrower contesting the Borrower’s calculations or any statement within such Notice of Borrowing, it shall promptly inform the Borrower. The Borrower may then deliver an amended Notice of Borrowing to the Administrative Agent, the Funding Agents and the Paying Agent or, by written notice, rescind the Notice of Borrowing.

Making the Advances. (aA) Each Borrowing shall be made on noticeExcept as otherwise provided herein, given the Borrower may request the Lenders to make Advances to the Borrower by the delivery to the Administrative Agent and each Funding Agent, not later than 11:00 A.M. 1:00 P.M. (New York City time) on the third two (2) Business Day Days prior to the date of the proposed Borrowing by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each Date of a written notice of a Borrowing (a "Borrowing Notice") shall be by telephone, confirmed immediately such request substantially in writing, or telecopier or telex, in substantially the form of Exhibit B heretoB-2 attached hereto (each such notice, specifying therein, among other things, the requested date a “Notice of such Borrowing, the amount of such ”) together with a duly completed Borrowing and the Repayment Date Base Certificate signed by a Responsible Officer of the Advances comprising such BorrowingBorrower. Each Lender shall, before 11:00 A.M. (New York City time) on Any Notice of Borrowing or Borrowing Base Certificate received by the date of such Borrowing, make available for Administrative Agent and each Funding Agent after the account of its Domestic Lending Office to the Agent at the Agent's Account, in same day funds, such Lender's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower by depositing the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender time specified in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender immediately preceding sentence shall be deemed to constitute performance have been received by the Initial Lender for all purposes of this Agreement Administrative Agent and each Funding Agent on the Note next Business Day, and shall discharge the Initial Lender from such obligation to the extent that results in the proposed Borrowing Date being earlier than two (2) Business Days after the date of delivery of such performanceNotice of Borrowing, then the date specified in such Notice of Borrowing as the proposed Borrowing Date of an Advance shall be deemed to be the Business Day immediately succeeding the proposed Borrowing Date of such Advance specified in such Notice of Borrowing. The proposed Borrowing Date specified in a Notice of Borrowing shall be no earlier than two Business Days after the date of delivery of such Notice of Borrowing and may be up to a maximum of thirty (30) days after the date of delivery of such Notice of Borrowing. Unless otherwise provided herein, each Notice of Borrowing shall be irrevocable and shall specify (i) the aggregate principal amount of the Advance requested and (ii) the Borrowing Date (which shall be a Business Day). If the Administrative Agent contests the Borrower’s calculations or any statement within a Notice of Borrowing, it shall promptly inform the Borrower in writing (including by electronic mail) and no Lender shall be obligated to make an Advance in accordance with such Notice of Borrowing. The Borrower may then deliver an amended Notice of Borrowing to the Administrative Agent and each Funding Agent or, by written notice, rescind the Notice of Borrowing; provided that if the Borrower elects to deliver an amended Notice of Borrowing, such amended Notice of Borrowing shall reflect a proposed Borrowing Date no earlier than two (2) Business Days after the date of delivery of such amended Notice of Borrowing.

Making the Advances. (aA) Each Borrowing shall be made on noticeExcept as otherwise provided herein, given the Borrower may request the Lenders to make Advances to the Borrower, subject to the Advance Limitations, by the delivery to the Agent and each Funding Agent, not later than 11:00 A.M. 1:00 P.M. (New York City San Xxxx, Puerto Rico time) on the third two (2) Business Day Days prior to the date of the proposed Borrowing by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each Date of a written notice of a Borrowing (a "Borrowing Notice") shall be by telephone, confirmed immediately such request substantially in writing, or telecopier or telex, in substantially the form of Exhibit B hereto2 attached hereto (each such notice, specifying therein, among other things, a “Notice of Borrowing”) together with a duly completed Borrowing Base Certificate signed by a Responsible Officer of the requested date Borrower. Any Notice of such Borrowing, Borrowing or Borrowing Base Certificate received by the amount of such Borrowing Agent and the Repayment Date of Funding Agents after the Advances comprising such Borrowing. Each Lender shall, before 11:00 A.M. (New York City time) on the date of such Borrowing, make available for the account of its Domestic Lending Office to the Agent at the Agent's Account, in same day funds, such Lender's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower by depositing the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender time specified in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender immediately preceding sentence shall be deemed to constitute performance have been received by the Initial Lender for all purposes of this Agreement Agent and the Note Funding Agents on the next Business Day, and shall discharge the Initial Lender from such obligation to the extent that results in the proposed Borrowing Date being earlier than two (2) Business Days after the date of delivery of such performanceNotice of Borrowing, then the date specified in such Notice of Borrowing as the proposed Borrowing Date of an Advance shall be deemed to be the Business Day immediately succeeding the proposed Borrowing Date of such Advance specified in such Notice of Borrowing. The proposed Borrowing Date specified in a Notice of Borrowing shall be no earlier than two Business Days after the date of delivery of such Notice of Borrowing and may be up to a maximum of thirty (30) days after the date of delivery of such Notice of Borrowing. Each Notice of Borrowing shall be irrevocable and shall specify (i) the aggregate principal amount of the Advance requested and (ii) the Borrowing Date (which shall be a Business Day). If the Agent contests the Borrower’s calculations or any statement within a Notice of Borrowing, it shall promptly inform the Borrower in writing (including by electronic mail) and no Lender shall be obligated to make an Advance in accordance with such Notice of Borrowing. The Borrower may then deliver an amended Notice of Borrowing to the Agent and each Funding Agent (or confirm the accuracy of the previously delivered Notice of Borrowing) or, by written notice, rescind the Notice of Borrowing; provided that if the Borrower elects to deliver an amended Notice of Borrowing, such amended Notice of Borrowing shall reflect a proposed Borrowing Date no earlier than two (2) Business Days after the date of delivery of such amended Notice of Borrowing. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed.

Making the Advances. (a) Each Borrowing shall consist solely of Base Rate Advances and shall be made on notice, given not later than 11:00 A.M. 12:00 noon (New York City time) on the third Business Day prior to the date Interest Rate Adjustment Date of the proposed Borrowing Borrowing, by the Borrower applicable Remarketing Agent to the AgentAdministrative Agent (with a copy to the Company), which shall give to each Lender Bank prompt notice thereof by telecopier telephone or telextelecopier, telex or cable. Each such notice of a Borrowing (a "Borrowing NoticeNOTICE OF FAILED REMARKETING AND BORROWING REQUEST") shall be by telephonetelephone or telecopier, confirmed immediately in writing, or telecopier or telex, in substantially the form of Exhibit B A hereto, specifying thereinand shall (i) specify the principal amount of Unremarketed Notes tendered to the applicable Remarketing Agent in the Failed Remarketing, among other things(ii) confirm that the applicable Remarketing Agent has received, or has informed the Company of its need to receive, from the Company all accrued and unpaid interest on such Unremarketed Notes, and (iii) identify the requested date of such Borrowing, the and aggregate amount of such Borrowing and the Repayment Date of the Advances comprising such requested Borrowing. Each Lender Bank shall, before 11:00 A.M. 2:00 P.M. (New York City time) on the date of such Borrowing, make available for the account of its Domestic Lending Office to the Administrative Agent at the Agent's Accountits address referred to in Section 9.02, in same day funds, such LenderBank's ratable portion of such Borrowing. After Subject to the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIIIV, promptly following receipt of such funds by the Administrative Agent, but no later than 3:00 p.m. (New York City time) on the date of such Borrowing, the Administrative Agent will make transfer, in same-day funds, such funds available to such account as may from time to time be identified in a notice delivered by the Trustee to the Administrative Agent (with copies of such notice to the Borrower by depositing and the proceeds of Remarketing Agents). purchased with such proceeds, the interest rate applicable at the time to Advances comprising such Borrowing), and (ii) in such Dollar account of the Borrower (or case of such Person as Bank, the Borrower Federal Funds Effective Rate. If such Bank shall specify repay to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's Advance as part of such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performanceAgreement.

Making the Advances. (a) Each Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City Amsterdam, The Netherlands time) on the third Business Day prior to the date of the proposed Borrowing by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each notice of a Borrowing (a "Borrowing Notice") shall be by telephone, confirmed immediately in writing, or telecopier or telex, in substantially the form of Exhibit B hereto, specifying therein, among other things, the requested date of such Borrowing, the amount of such Borrowing and the Repayment Date of the Advances comprising such Borrowing. Each Lender shall, before 11:00 A.M. (New York City Amsterdam, The Netherlands time) on the date of such Borrowing, make available for the account of its Domestic Lending Office to the Agent at the Agent's Account, in same day funds, such Lender's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower by depositing the proceeds of the Advances in such Dollar Euro account of the Borrower (or of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performance.

Making the Advances. (a) Each Borrowing shall be made on noticeExcept as otherwise provided herein, given the Borrower may request the Lenders to make Advances to the Borrower no more frequently than [***] per week by the delivery to the Administrative Agent, not later than 11:00 A.M. [***] (New York City time) on the third any Business Day prior to the date of the proposed Borrowing by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each a written notice of a Borrowing (a "Borrowing Notice") shall be by telephone, confirmed immediately such request substantially in writing, or telecopier or telex, in substantially the form of Exhibit B heretoattached hereto (each such notice, specifying thereina “Notice of Borrowing”), among other thingstogether with a duly completed Borrowing Base Certificate, signed by a Responsible Officer and including a Schedule of Assets and Schedule of Ineligible Assets. Any Notice of Borrowing or Borrowing Base Certificate received by the requested date of such Borrowing, Administrative Agent after the amount of such Borrowing and the Repayment Date of the Advances comprising such Borrowing. Each Lender shall, before 11:00 A.M. (New York City time) on the date of such Borrowing, make available for the account of its Domestic Lending Office to the Agent at the Agent's Account, in same day funds, such Lender's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower by depositing the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender time specified in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender immediately preceding sentence shall be deemed to constitute performance have been received by the Initial Lender for all purposes of this Agreement Administrative Agent on the next Business Day, and the Note and shall discharge the Initial Lender from such obligation to the extent that results in the proposed Borrowing Date being earlier than three (3) Business Days after the date of delivery of such performanceNotice of Borrowing, then the date specified in such Notice of Borrowing as the proposed Borrowing Date of an Advance shall be deemed to be the Business Day immediately succeeding the proposed Borrowing Date of such Advance originally specified in such Notice of Borrowing. The proposed Borrowing Date specified in a Notice of Borrowing shall be no earlier than three (3) Business Days after the date of delivery of such Notice of Borrowing and may be up to a maximum of thirty (30) days after the date of delivery of such Notice of Borrowing. Unless otherwise provided herein, each Notice of Borrowing shall be irrevocable and shall specify (i) the aggregate principal amount of the Advance requested, and (ii) the Borrowing Date (which shall be a Business Day).

Making the Advances. (a) Each Borrowing shall Except as otherwise provided herein, the Borrower may request the Lenders to make Advances to the Borrower no more frequently than twice per week (or such greater number of times as may be made on noticeagreed by the Administrative Agent) by the delivery to the Administrative Agent, given not later than 11:00 A.M. 2:00 P.M. (New York City time) on the third any Business Day prior to the date of the proposed Borrowing by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each a written notice of a Borrowing (a "Borrowing Notice") shall be by telephone, confirmed immediately such request substantially in writing, or telecopier or telex, in substantially the form of Exhibit B heretoA (each such notice, specifying thereina “Notice of Borrowing”), among other thingstogether with a duly completed Borrowing Base Certificate, signed by a Responsible Officer and including Schedule of Collateral. Any Notice of Borrowing or Borrowing Base Certificate received by the requested date of such Borrowing, Administrative Agent after the amount of such Borrowing and the Repayment Date of the Advances comprising such Borrowing. Each Lender shall, before 11:00 A.M. (New York City time) on the date of such Borrowing, make available for the account of its Domestic Lending Office to the Agent at the Agent's Account, in same day funds, such Lender's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower by depositing the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender time specified in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender immediately preceding sentence shall be deemed to constitute performance have been received by the Initial Lender for all purposes of this Agreement Administrative Agent on the next Business Day, and the Note and shall discharge the Initial Lender from such obligation to the extent that results in the proposed Borrowing Date being earlier than [***] after the date of delivery of such performanceNotice of Borrowing, then the date specified in such Notice of Borrowing as the proposed Borrowing Date of an Advance shall be deemed to be the Business Day immediately succeeding the proposed Borrowing Date of such Advance originally specified in such Notice of Borrowing. The proposed Borrowing Date specified in a Notice of Borrowing shall be no earlier than [***] after the date of delivery of such Notice of Borrowing and may be up to a maximum of thirty (30) days after the date of delivery of such Notice of Borrowing. Unless otherwise provided herein, each Notice of Borrowing shall be irrevocable and shall specify (i) the aggregate principal amount of the Advance requested, and (ii) the Borrowing Date (which shall be a Business Day).

Making the Advances. (aA) Each Borrowing shall be made on noticeExcept as otherwise provided herein, given the Borrower may request the Lenders to make Advances to the Borrower up to twelve times in any calendar year (provided that the Borrower may not request that the Lenders make Advances to the Borrower more than (i) once during any fifteen-day period or (ii) twice during any calendar month)) by the delivery to the Administrative Agent, each Funding Agent, each Conduit Lender and the Paying Agent, not later than 11:00 A.M. 12:00 P.M. (New York City time) on the third a date that is at least [***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed. five (5) Business Day Days prior to the date of the proposed Borrowing by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each Date of a written notice of a Borrowing (a "Borrowing Notice") shall be by telephone, confirmed immediately such request substantially in writing, or telecopier or telex, in substantially the form of Exhibit B heretoB-2 attached hereto (each such notice, specifying therein, among other things, the requested date a “Notice of such Borrowing, the amount ”). Such Notice of such Borrowing and the Repayment Date shall be accompanied by a duly completed Borrowing Base Certificate signed by a Responsible Officer of the Advances comprising such Borrowing. Each Lender shall, before 11:00 A.M. Borrower unless the proposed Borrowing Date is more than five (New York City time5) on Business Days after the date of such Notice of Borrowing, make available for in which case Borrower shall deliver such Borrowing Base Certificate on the account of its Domestic Lending Office date that is five (5) Business Days prior to the Agent at proposed Borrowing Date. Any Notice of Borrowing or Borrowing Base Certificate received by the Administrative Agent's Account, in same day funds, such Lender's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Funding Agents, the Conduit Lenders or the Paying Agent will make such funds available to after the Borrower by depositing the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender time specified in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender immediately preceding sentence shall be deemed to constitute performance by have been received on the Initial Lender for all purposes of this Agreement next Business Day, and the Note and shall discharge the Initial Lender from such obligation to the extent that results in the proposed Borrowing Date being earlier than five (5) Business Days after the date of delivery of such performanceNotice of Borrowing, then the date specified in such Notice of Borrowing as the proposed Borrowing Date of an Advance shall be deemed to be the Business Day immediately succeeding the proposed Borrowing Date of such Advance specified in such Notice of Borrowing. The proposed Borrowing Date specified in a Notice of Borrowing shall be no earlier than five (5) Business Days, and no later than thirty (30) days, after the date of delivery of such Notice of Borrowing. Unless otherwise provided herein, each Notice of Borrowing may not be revoked; provided, that the only consequence for the failure of the Borrower to borrow Advances on a Borrowing Date shall be its obligation to pay Breakage Costs as provided in Section 2.12(A). For the avoidance of doubt, the failure of the Borrower to borrow Advances on a Borrowing Date shall count against the caps on the number of requested Advances set forth in the first sentence of this Section 2.4. The aggregate principal amount of the Advances requested by the Borrower for any Borrowing Date shall not be less than the lower of (x) $2,500,000 and any multiple of $100,000 in excess thereof and (y) the remaining amount necessary in order for the Borrower to borrow the maximum aggregate amount of Advances then permitted under Section 3.2(A)(vii).

Making the Advances. (aA) Each Borrowing shall be made on noticeExcept as otherwise provided herein, given the Borrower may request the Lenders to make Advances to the Borrower by the delivery to the Administrative Agent and each Funding Agent, not later than 11:00 A.M. 1:00 P.M. (New York City time) on the third two (2) Business Day Days prior to the date of the proposed Borrowing by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each Date of a written notice of a Borrowing (a "Borrowing Notice") shall be by telephone, confirmed immediately such request substantially in writing, or telecopier or telex, in substantially the form of Exhibit B heretoB-2 attached hereto (each such notice, specifying therein, among other things, the requested date a “Notice of such Borrowing, the amount of such ”) together with a duly completed Borrowing and the Repayment Date of the Advances comprising such Borrowing. Each Lender shall, before 11:00 A.M. (New York City time) on the date of such Borrowing, make available for the account of its Domestic Lending Office to the Agent at the Agent's Account, in same day funds, such Lender's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower Base Certificate signed by depositing the proceeds of the Advances in such Dollar account a Responsible Officer of the Borrower and, for the avoidance of doubt, including the following as Exhibit III thereto: an updated Advance Rate Calculator, which shall be updated to incorporate (or of such Person i) the assumptions and model elements as the Borrower shall specify to the Lender reflected in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent Advance Rate Calculator provided in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance conjunction with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee most recently provided Monthly Servicer Report and (ii) a loan data tape reflecting the Pro Forma Home Improvement Loan Balance and the related characteristics of the Initial Lender Home Improvement Loans included therein and related on set forth on such loan data tape. Any Notice of Borrowing or Borrowing Base Certificate received by the Administrative Agent and the Funding Agents after the time specified in the immediately preceding sentence shall be deemed to constitute performance have been received by the Initial Lender for all purposes of this Agreement Administrative Agent and the Note Funding Agents on the next Business Day, and shall discharge the Initial Lender from such obligation to the extent that results in the proposed Borrowing Date being earlier than two (2) Business Days after the date of delivery of such performanceNotice of Borrowing, then the date specified in such Notice of Borrowing as the proposed Borrowing Date of an Advance shall be deemed to be the Business Day immediately succeeding the proposed Borrowing Date of such Advance specified in such Notice of Borrowing. The proposed Borrowing Date specified in a Notice of Borrowing shall be no earlier than two Business Days after the date of delivery of such Notice of Borrowing and may be up to a maximum of thirty (30) days after the date of delivery of such Notice of Borrowing. Unless otherwise provided herein, each Notice of Borrowing shall be irrevocable and shall specify (i) the aggregate principal amount of the Advance requested and (ii) the Borrowing Date (which shall be a Business Day). If the Administrative Agent contests the Borrower’s calculations or any statement within a Notice of Borrowing, it shall promptly inform the Borrower in writing (including by electronic mail) and no Lender shall be obligated to make an Advance in accordance with such Notice of Borrowing. The Borrower may then deliver an amended Notice of Borrowing to the Administrative Agent and each Funding Agent or, by written notice, rescind the Notice of Borrowing; provided that if the Borrower elects to deliver an amended Notice of Borrowing, such amended Notice of Borrowing shall reflect a proposed Borrowing Date no earlier than two (2) Business Days after the date of delivery of such amended Notice of Borrowing.

Making the Advances. (aA) Each Borrowing shall be made on noticeExcept as otherwise provided herein, given the Borrower may request the Lenders to make Advances to the Borrower by the delivery to the Agent, and each Funding Agent and, so long as it remains a Lender hereunder, the CS Conduit Xxxxxx, not later than 11:00 A.M. 1:00 P.M. (New York City time) on the third two (2) Business Day Days prior to the date proposed Borrowing Date of a written notice of such request substantially in the form of Exhibit B-2 attached hereto (each such notice, a “Notice of Borrowing”) together with a duly completed Borrowing Base Certificate signed by a Responsible Officer of the Borrower. Any Notice of Borrowing or Borrowing Base Certificate received by the Agent and the Funding Agents after the time specified in the immediately preceding sentence shall be deemed to have been received by the Agent and the Funding Agents on the next Business Day, and to the extent that results in the proposed Borrowing by Date being earlier than two (2) Business Days after the date of delivery of such Notice of Borrowing, then the date specified in such Notice of Borrowing as the proposed Borrowing Date of an Advance shall be deemed to be the Business Day immediately succeeding the proposed Borrowing Date of such Advance specified in such Notice of Borrowing. The proposed Borrowing Date specified in a Notice of Borrowing shall be no earlier than two Business Days after the date [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. of delivery of such Notice of Borrowing and may be up to a maximum of thirty (30) days after the date of delivery of such Notice of Borrowing. Unless otherwise provided herein, each Notice of Borrowing shall be irrevocable and shall specify (i) the aggregate principal amount of the Advance requested and (ii) the Borrowing Date (which shall be a Business Day). If the Agent contests the Borrower’s calculations or any statement within a Notice of Borrowing, it shall promptly inform the Borrower in writing (including by electronic mail) and no Lender shall be obligated to make an Advance in accordance with such Notice of Borrowing. The Borrower may then deliver an amended Notice of Borrowing to the Agent, which shall give to and each Funding Agent and, so long as it remains a Lender prompt notice thereof by telecopier or telex. Each notice of a Borrowing (a "Borrowing Notice") shall be by telephone, confirmed immediately in writing, or telecopier or telex, in substantially the form of Exhibit B hereto, specifying therein, among other thingshereunder, the requested date CS Conduit Lender or, by written notice, rescind the Notice of such Borrowing; provided that if the Borrower elects to deliver an amended Notice of Borrowing, the amount such amended Notice of such Borrowing and the Repayment shall reflect a proposed Borrowing Date of the Advances comprising such Borrowing. Each Lender shall, before 11:00 A.M. no earlier than two (New York City time2) on Business Days after the date of such Borrowing, make available for the account of its Domestic Lending Office to the Agent at the Agent's Account, in same day funds, such Lender's ratable portion delivery of such amended Notice of Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower by depositing the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performance.

Making the Advances. (a) Each Any SOFR Borrowing shall be made on noticein accordance with the Borrower’s irrevocable instruction to the Administrative Agent, given substantially in the form of Exhibit A, appropriately completed and signed by an Authorized Officer of the Borrower (the “Notice of Borrowing”). The Notice of Borrowing must be received by the Administrative Agent not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing by the Borrower to the Agent, which Borrowing. The Administrative Agent shall give to each Lender prompt notice of the details thereof by telecopier electronic communication. The Notice of Borrowing shall include an irrevocable instruction to the Administrative Agent to transfer on behalf of the Borrower, the proceeds of the SOFR Borrowing to an account designated by the Borrower in accordance with such Notice of Borrowing. If any fees, costs and expenses of any Agent, the Joint Lead Arrangers and Bookrunners and/or the Lenders (including the accrued fees and expenses of counsel to any Agent, the Joint Lead Arrangers and Bookrunners and the Lenders) are to be paid by the Borrower on the date of any such borrowing, the Administrative Agent shall have also received irrevocable instructions from the Borrower to transfer on behalf of the Borrower amounts payable for the payment of any fees, costs, or telexexpenses pursuant to a funds flow memorandum, which shall (i) be dated on or about the date of the Notice of Borrowing, (ii) be executed by an Authorized Officer of the Borrower, (iii) be addressed by the Borrower to the Administrative Agent and (iv) specify and include the location and number of the accounts to which funds are to be disbursed and all other information requested by the Administrative Agent. Each notice The Notice of a Borrowing (a "Borrowing Notice") shall be delivered to the Administrative Agent by telephonee-mail in portable document format (.pdf). Upon satisfaction of the applicable conditions set forth in Article III and, if applicable, Section 2.18, as determined by the Lenders and confirmed immediately in writing to the Administrative Agent (or waiver thereof by the Lenders (as notified to the Administrative Agent in writing) in accordance with this Agreement), or telecopier or telex, in substantially the form of Exhibit B hereto, specifying therein, among other things, the requested date of such Borrowing, each Lender shall make the amount of such Borrowing and each Advance to be made by it hereunder available to the Repayment Date of Administrative Agent in immediately available funds at the Advances comprising such Borrowing. Each Lender shall, before Administrative Agent’s Account not later than 11:00 A.M. a.m. (New York City time) on the proposed date of such Borrowing, thereof. The Administrative Agent is hereby authorized and directed to (and shall incur no liability in so doing) and shall make available for the account of its Domestic Lending Office to the Agent at the Agent's Account, in same day funds, such Lender's ratable portion of such Borrowing. After the Agent's receipt of all such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds so received available to the Borrower in like funds, by depositing the proceeds of the Advances in such Dollar account of the Borrower (or wire transfer of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder funds in accordance with the terms hereofNotice of Borrowing. The Borrower agrees that performance of any such obligation by any such designee of the Initial Any Lender shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performancemay make Advances through its Affiliates.

Making the Advances. (a) Each Borrowing shall be made on noticeExcept as otherwise provided herein, given the Borrower may request the Lenders to make Advances to the Borrower no more frequently than [***] per week by the delivery to the Administrative Agent, not later than 11:00 A.M. [***]. (New York City time) on the third any Business Day prior to the date of the proposed Borrowing by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each a written notice of a Borrowing (a "Borrowing Notice") shall be by telephone, confirmed immediately such request substantially in writing, or telecopier or telex, in substantially the form of Exhibit B heretoattached hereto (each such notice, specifying thereina “Notice of Borrowing”), among other thingstogether with a duly completed Borrowing Base Certificate, signed by a Responsible Officer and including a Schedule of Eligible Assets and Schedule of Ineligible Assets. Any Notice of Borrowing or Borrowing Base Certificate received by the requested date of such Borrowing, Administrative Agent after the amount of such Borrowing and the Repayment Date of the Advances comprising such Borrowing. Each Lender shall, before 11:00 A.M. (New York City time) on the date of such Borrowing, make available for the account of its Domestic Lending Office to the Agent at the Agent's Account, in same day funds, such Lender's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower by depositing the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender time specified in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender immediately preceding sentence shall be deemed to constitute performance have been received by the Initial Lender for all purposes of this Agreement Administrative Agent on the next Business Day, and the Note and shall discharge the Initial Lender from such obligation to the extent that results in the proposed Borrowing Date being earlier than three (3) Business Days after the date of delivery of such performanceNotice of Borrowing, then the date specified in such Notice of Borrowing as the proposed Borrowing Date of an Advance shall be deemed to be the Business Day immediately succeeding the proposed Borrowing Date of such Advance originally specified in such Notice of Borrowing. The proposed Borrowing Date specified in a Notice of Borrowing shall be no earlier than three (3) Business Days after the date of delivery of such Notice of Borrowing and may be up to a maximum of thirty (30) days after the date of delivery of such Notice of Borrowing. Unless otherwise provided herein, each Notice of Borrowing shall be irrevocable and shall specify (i) the aggregate principal amount of the Advance requested, and (ii) the Borrowing Date (which shall be a Business Day).

Making the Advances. (a) Each Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior Subject to the date terms and conditions hereof, each LC Issuing Bank agrees to issue Letters of the proposed Borrowing by the Borrower Credit from time to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each notice of a Borrowing (a "Borrowing Notice") shall be by telephone, confirmed immediately in writing, or telecopier or telex, in substantially the form of Exhibit B hereto, specifying therein, among other things, the requested date of such Borrowing, the amount of such Borrowing and the Repayment Date of the Advances comprising such Borrowing. Each Lender shall, before 11:00 A.M. (New York City time) on the date of such Borrowing, make available time for the account of its Domestic Lending Office the Borrower (or the stated maturity thereof extended or terms thereof modified or amended), in an aggregate stated amount not exceeding such LC Issuing Bank's Fronting Commitment, on not less than two Business Days' prior notice thereof by delivery of a Request for Issuance to the Administrative Agent at (which shall promptly distribute copies thereof to the Agent's Account, in same day funds, such Lender's ratable portion Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance of such Borrowing. After Letter of Credit (or the Agent's receipt date of effectiveness of such funds extension, modification or amendment) and the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled Termination Date), (ii) the proposed stated amount of such Letter of Credit (which shall not be less than $100,000), (iii) the name and address of the beneficiary of such Letter of Credit and (iv) a statement of drawing conditions applicable to such Letter of Credit, and if such Request for Issuance relates to an amendment or modification of a Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth in Article IIIherein, the Agent will make applicable LC Issuing Bank shall issue (or extend, amend or modify) such funds available Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish copies thereof to the Lenders. No Letter of Credit shall be requested or issued hereunder if, after the issuance thereof, the Outstanding Credits would exceed the total Commitments scheduled to be in effect until the Termination Date. The Borrower will not request, and no LC Issuing Bank will issue a Letter of Credit, if after the issuance thereof, the LC Outstandings of such LC Issuing Bank would exceed $500,000,000. The Borrower hereby agrees to pay to the Administrative Agent for the account of the applicable LC Issuing Bank and, if they shall have purchased participations in the reimbursement obligations of the Borrower pursuant to subsection (d) below, the Lenders, on demand made by depositing the applicable LC Issuing Bank to the Borrower, on and after each date on which the applicable LC Issuing Bank shall pay any amount under any Letter of Credit issued by such LC Issuing Bank, a sum equal to the amount so paid (the "Reimbursement Amount") plus interest on the Reimbursement Amount from the date so paid by such LC Issuing Bank until repayment to such LC Issuing Bank in full at a fluctuating interest rate per annum equal to the interest rate applicable to Base Rate Advances plus, if any amount paid by such LC Issuing Bank under a Letter of Credit is not reimbursed by the Borrower within three Business Days, 2%. The Borrower may satisfy its obligation hereunder to repay the Reimbursement Amount by requesting a Borrowing under Section 2.02 in the amount of such Reimbursement Amount, and the proceeds of such Borrowing may be applied to satisfy the Advances Borrower's obligations to the applicable LC Issuing Bank or the Lenders, as the case may be. If any LC Issuing Bank shall not have been reimbursed in full for any payment made by such Dollar LC Issuing Bank under a Letter of Credit issued by such LC Issuing Bank on the date of such payment, such LC Issuing Bank shall give the Administrative Agent and each Lender prompt notice thereof (an "LC Payment Notice") no later than 12:00 noon on the Business Day immediately succeeding the date of such payment by such LC Issuing Bank. Each Lender severally agrees to purchase a participation in the reimbursement obligation of the Borrower to each LC Issuing Bank by paying to the Administrative Agent for the account of the Borrower (or applicable LC Issuing Bank an amount equal to such Lender's Percentage of such Person as the Borrower shall specify unreimbursed amount paid by such LC Issuing Bank, plus interest on such amount at a rate per annum equal to the Lender in Federal Funds Rate from the Borrowing Notice or date of the payment by other written notice the applicable LC Issuing Bank to the Lender given simultaneously with or prior date of payment to such Borrowing Notice) maintained with LC Issuing Bank by such bank as the Borrower shall specify to the Agent in Lender. Each such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate payment by a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender shall be deemed made not later than 3:00 P.M. on the later to constitute performance occur of (i) the Business Day immediately following the date of such payment by the Initial applicable LC Issuing Bank and (ii) the Business Day on which such Lender shall have received an LC Payment Notice from the applicable LC Issuing Bank. Each Lender's obligation to make each such payment to the Administrative Agent for all purposes the account of this Agreement and the Note any LC Issuing Bank shall be several and shall discharge not be affected by the Initial occurrence or continuance of an Event of Default or the failure of any other Lender from to make any payment under this Section 2.03(d). Each Lender further agrees that each such obligation to the extent of such performancepayment shall be made without any offset, abatement, withholding or reduction whatsoever.

Making the Advances. (aA) Each Borrowing shall be made on noticeExcept as otherwise provided herein, given the Borrower may request the Lenders to make Advances to the Borrower by the delivery to the Agent, each Funding Agent and, so long as it remains a Lender hereunder, the CS Conduit Xxxxxx, not later than 11:00 A.M. 1:00 P.M. (New York City time) on the third two (2) Business Day Days prior to the date proposed Borrowing Date of a written notice of such request substantially in the form of Exhibit B-2 attached hereto (each such notice, a “Notice of Borrowing”) together with a duly completed Borrowing Base Certificate signed by a Responsible Officer of the Borrower. Any Notice of Borrowing or Borrowing Base Certificate received by the Agent and the Funding Agents after the time specified in the immediately preceding sentence shall be deemed to have been received by the Agent and the Funding Agents on the next Business Day, and to the extent that results in the proposed Borrowing by Date being earlier than two (2) Business Days after the date of delivery of such Notice of Borrowing, then the date specified in such Notice of Borrowing as the proposed Borrowing Date of an [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. Advance shall be deemed to be the Business Day immediately succeeding the proposed Borrowing Date of such Advance specified in such Notice of Borrowing. The proposed Borrowing Date specified in a Notice of Borrowing shall be no earlier than two Business Days after the date of delivery of such Notice of Borrowing and may be up to a maximum of thirty (30) days after the date of delivery of such Notice of Borrowing. Unless otherwise provided herein, each Notice of Borrowing shall be irrevocable and shall specify (i) the aggregate principal amount of the Advance requested and (ii) the Borrowing Date (which shall be a Business Day). If the Agent contests the Borrower’s calculations or any statement within a Notice of Borrowing, it shall promptly inform the Borrower in writing (including by electronic mail) and no Lender shall be obligated to make an Advance in accordance with such Notice of Borrowing. The Borrower may then deliver an amended Notice of Borrowing to the Agent, which shall give to each Funding Agent and, so long as it remains a Lender prompt notice thereof by telecopier or telex. Each notice of a Borrowing (a "Borrowing Notice") shall be by telephone, confirmed immediately in writing, or telecopier or telex, in substantially the form of Exhibit B hereto, specifying therein, among other thingshereunder, the requested date CS Conduit Lender or, by written notice, rescind the Notice of such Borrowing; provided that if the Borrower elects to deliver an amended Notice of Borrowing, the amount such amended Notice of such Borrowing and the Repayment shall reflect a proposed Borrowing Date of the Advances comprising such Borrowing. Each Lender shall, before 11:00 A.M. no earlier than two (New York City time2) on Business Days after the date of such Borrowing, make available for the account of its Domestic Lending Office to the Agent at the Agent's Account, in same day funds, such Lender's ratable portion delivery of such amended Notice of Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower by depositing the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performance.

Making the Advances. (aA) Each Borrowing shall be made on noticeExcept as otherwise provided herein, given the Borrower may request the Lenders to make Advances to the Borrower, subject to the Advance Limitations, by the delivery to the Agent and each Funding Agent, not later than 11:00 A.M. 1:00 P.M. (New York City San Xxxx, Puerto Rico time) on the third two (2) Business Day Days prior to the date of the proposed Borrowing by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each Date of a written notice of a Borrowing (a "Borrowing Notice") shall be by telephone, confirmed immediately such request substantially in writing, or telecopier or telex, in substantially the form of Exhibit B heretoB-2 attached hereto (each such notice, specifying therein, among other things, a “Notice of Borrowing”) together with a duly completed Borrowing Base Certificate signed by a Responsible Officer of the requested date Borrower. Any Notice of such Borrowing, Borrowing or Borrowing Base Certificate received by the amount of such Borrowing Agent and the Repayment Date of Funding Agents after the Advances comprising such Borrowing. Each Lender shall, before 11:00 A.M. (New York City time) on the date of such Borrowing, make available for the account of its Domestic Lending Office to the Agent at the Agent's Account, in same day funds, such Lender's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower by depositing the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender time specified in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender immediately preceding sentence shall be deemed to constitute performance have been received by the Initial Lender for all purposes of this Agreement Agent and the Note Funding Agents on the next Business Day, and shall discharge the Initial Lender from such obligation to the extent that results in the proposed Borrowing Date being earlier than two (2) Business Days after the date of delivery of such performanceNotice of Borrowing, then the date specified in such Notice of Borrowing as the proposed Borrowing Date of an Advance shall be deemed to be the Business Day immediately succeeding the proposed Borrowing Date of such Advance specified in such Notice of Borrowing. The proposed Borrowing Date specified in a Notice of Borrowing shall be no earlier than two Business Days after the date of delivery of such Notice of Borrowing and may be up to a maximum of thirty (30) days after the date of delivery of such Notice of Borrowing. Each Notice of Borrowing shall be irrevocable and shall specify (i) the aggregate principal amount of the Advance requested and (ii) the Borrowing Date (which shall be a Business Day). If the Agent contests the Borrower’s calculations or any statement within a Notice of Borrowing, it shall promptly inform the Borrower in writing (including by electronic mail) and no Lender shall be obligated to make an Advance in accordance with such Notice of Borrowing. The Borrower may then deliver an amended Notice of Borrowing to the Agent and each Funding Agent (or confirm the accuracy of the previously delivered Notice of Borrowing) or, by written notice, rescind the Notice of Borrowing; provided that if the Borrower elects to deliver an amended Notice of Borrowing, such amended Notice of Borrowing shall reflect a proposed Borrowing Date no earlier than two (2) Business Days after the date of delivery of such amended Notice of Borrowing.

Making the Advances. (aA) Each Borrowing shall be made on noticeExcept as otherwise provided herein, given the Borrower may request that the Lenders make Advances to the Borrower by the delivery to the Administrative Agent, each Funding Agent, and the Paying Agent and, so long as it remains a Lender hereunder, the CS Conduit Xxxxxx, not later than 11:00 A.M. 1:00 P.M. (New York City time) on the third two (2) Business Day Days prior to the date proposed Funding Date of the proposed Borrowing by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each a written notice of a Borrowing (a "Borrowing Notice") shall be by telephone, confirmed immediately such request substantially in writing, or telecopier or telex, in substantially the form of Exhibit B heretoB-2 attached hereto (each such notice, specifying therein, among other thingsa “Notice of Borrowing”) together with a duly completed Borrowing Base Certificate signed by a Responsible Officer of the Borrower. Any Notice of Borrowing or Borrowing Base Certificate received by the Administrative Agent, the requested date of such Borrowing, the amount of such Borrowing Funding Agents and the Repayment Date of Paying Agent after the Advances comprising such Borrowing. Each Lender shall, before 11:00 A.M. (New York City time) on the date of such Borrowing, make available for the account of its Domestic Lending Office to the Agent at the Agent's Account, in same day funds, such Lender's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower by depositing the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender time specified in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender immediately preceding sentence shall be deemed to constitute performance have been received by the Initial Lender for all purposes of this Agreement Administrative Agent, the Funding Agents and the Note Paying Agent on the next Business Day, and shall discharge the Initial Lender from such obligation to the extent that results in the proposed Funding Date being earlier than two (2) Business Days after the date of delivery of such performanceNotice of Borrowing, then the date specified in such Notice of Borrowing as the proposed Funding Date of an Advance shall be deemed to be the Business Day immediately succeeding the proposed Funding Date of such Advance specified in such Notice of Borrowing. The proposed Funding Date specified in a Notice of Borrowing shall be no earlier than two (2) Business Days after the date of delivery of such Notice of Borrowing and may be up to a maximum of thirty (30) days after the date of delivery of such Notice of Borrowing. Unless otherwise provided herein, each Notice of Borrowing shall be irrevocable. The aggregate principal amount of the Class A Advance and Class B Advance requested by the Borrower for any Funding Date shall not be less than the lesser of (x) $[***] and (y) the remaining amount necessary in order for the Borrower to fully utilize all available Commitments. If the Administrative Agent delivers a written notice (including by electronic mail) to the Borrower contesting the Borrower’s calculations or any statement within such Notice of Borrowing, it shall promptly inform the Borrower. The Borrower may then deliver an amended Notice of Borrowing to the Administrative Agent, the Funding Agents and the Paying Agent or, by written notice, rescind the Notice of Borrowing.

Making the Advances. (aA) Each Borrowing shall be made on noticeExcept as otherwise provided herein, given the Borrower may request the Lenders to make Advances to the Borrower, subject to the Advance Limitations, by the delivery to the Agent and each Funding Agent, not later than 11:00 A.M. 1:00 P.M. (New York City San Xxxx, Puerto Rico time) on the third two (2) Business Day Days prior to the date of the proposed Borrowing by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each Date of a written notice of a Borrowing (a "Borrowing Notice") shall be by telephone, confirmed immediately such request substantially in writing, or telecopier or telex, in substantially the form of Exhibit B hereto2 attached hereto (each such notice, specifying therein, among other things, a “Notice of Borrowing”) together with a duly completed Borrowing Base Certificate signed by a Responsible Officer of the requested date Borrower. Any Notice of such Borrowing, Borrowing or Borrowing Base Certificate received by the amount of such Borrowing Agent and the Repayment Date of Funding Agents after the Advances comprising such Borrowing. Each Lender shall, before 11:00 A.M. (New York City time) on the date of such Borrowing, make available for the account of its Domestic Lending Office to the Agent at the Agent's Account, in same day funds, such Lender's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower by depositing the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender time specified in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender immediately preceding sentence shall be deemed to constitute performance have been received by the Initial Lender for all purposes of this Agreement Agent and the Note Funding Agents on the next Business Day, and shall discharge the Initial Lender from such obligation to the extent that results in the proposed Borrowing Date being earlier than two (2) Business Days after the date of delivery of such performanceNotice of Borrowing, then the date specified in such Notice of Borrowing as the proposed Borrowing Date of an Advance shall be deemed to be the Business Day immediately succeeding the proposed Borrowing Date of such Advance specified in such Notice of Borrowing. The proposed Borrowing Date specified in a Notice of Borrowing shall be no earlier than two Business Days after the date of delivery of such Notice of Borrowing and may be up to a maximum of thirty (30) days after the date of delivery of such Notice of Borrowing. Each Notice of Borrowing shall be irrevocable and shall specify (i) the aggregate principal amount of the Advance requested and (ii) the Borrowing Date (which shall be a Business Day). If the Agent contests the Borrower’s calculations or any statement within a Notice of Borrowing, it shall promptly inform the Borrower in writing (including by electronic mail) and no Lender shall be obligated to make an Advance in accordance with such Notice of Borrowing. The Borrower may then deliver an amended [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. Notice of Borrowing to the Agent and each Funding Agent (or confirm the accuracy of the previously delivered Notice of Borrowing) or, by written notice, rescind the Notice of Borrowing; provided that if the Borrower elects to deliver an amended Notice of Borrowing, such amended Notice of Borrowing shall reflect a proposed Borrowing Date no earlier than two (2) Business Days after the date of delivery of such amended Notice of Borrowing.

Making the Advances. (a) Each Any Delayed Draw Borrowing shall be made on notice, given not later than 11:00 A.M. 12:00 Noon (New York City time) on the third at least two (2) Business Day Days prior to the date of the proposed Borrowing such Delayed Draw Borrowing, by the Borrower Borrowers to the Administrative Agent, which shall give to each Lender prompt notice thereof by telecopier telex or telextelecopier. Each Such notice (the “Notice of a Borrowing (a "Borrowing Notice"Borrowing”) shall be by telephone, confirmed immediately in writing, or writing via telecopier or telexe-mail, in each case in substantially the form of Exhibit B hereto, specifying therein, among other things, therein (i) the requested date of such Delayed Draw Borrowing, and (ii) the requested aggregate amount of such Delayed Draw Borrowing. Any Delayed Draw Borrowing and the Repayment Date requested pursuant to this Section 2.02 shall be for a Borrowing of the Advances comprising such BorrowingEurodollar Rate Advances. Each Lender shall, before 11:00 A.M. 12:00 Noon (New York City time) on the date of such any Delayed Draw Borrowing, make available for the account of its Domestic Applicable Lending Office to the Administrative Agent at the Administrative Agent's ’s Account, in same day funds, such Lender's ’s ratable portion of any Delayed Draw Borrowing in accordance with the respective Commitments of such Lender and the other Lenders. In connection with each Borrowing. After , after the Administrative Agent's ’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower Borrowers by depositing crediting the proceeds Borrowers’ Account, and for the purposes of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender maythis sentence, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender Borrowers’ Account shall be deemed to constitute performance by the Initial Lender include any bank account of Fidelity National Title Insurance Company, as escrow agent designated for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent receipt of such performancefunds in the escrow instructions for the Loan executed by such escrow agent.

Making the Advances. (aA) Each Borrowing shall be made on noticeExcept as otherwise provided herein, given the Borrower may request the Lenders to make Advances to the Borrower up to twelve times in any calendar year (provided that the Borrower may not request that the Lenders make Advances to the Borrower more than (i) once during any fifteen-day period or (ii) twice during any calendar month)) by the delivery to the Administrative Agent, each Funding Agent, each Conduit Lender and the Paying Agent, not later than 11:00 A.M. 12:00 P.M. (New York City time) on the third a date that is at least five (5) Business Day Days prior to the date of the proposed Borrowing by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each Date of a written notice of a Borrowing (a "Borrowing Notice") shall be by telephone, confirmed immediately such request substantially in writing, or telecopier or telex, in substantially the form of Exhibit B heretoB-2 attached hereto (each such notice, specifying therein, among other things, the requested date a “Notice of such Borrowing, the amount ”). Such Notice of such Borrowing and the Repayment Date shall be accompanied by a duly completed Borrowing Base Certificate signed by a Responsible Officer of the Advances comprising such Borrowing. Each Lender shall, before 11:00 A.M. Borrower unless the proposed Borrowing Date is more than five (New York City time5) on Business Days after the date of such Notice of Borrowing, make available for in which case Borrower shall deliver such Borrowing Base Certificate on the account of its Domestic Lending Office date that is five (5) Business Days prior to the Agent at proposed Borrowing Date. Any Notice of Borrowing or Borrowing Base Certificate received by the Administrative Agent's Account, in same day funds, such Lender's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Funding Agents, the Conduit Lenders or the Paying Agent will make such funds available to after the Borrower by depositing the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender time specified in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender immediately preceding sentence shall be deemed to constitute performance by have been received on the Initial Lender for all purposes of this Agreement next Business Day, and the Note and shall discharge the Initial Lender from such obligation to the extent that results in the proposed Borrowing Date being earlier than five (5) Business Days after the date of delivery of such performanceNotice of Borrowing, then the date specified in such Notice of Borrowing as the proposed Borrowing Date of an Advance shall be deemed to be the Business Day immediately succeeding the proposed Borrowing Date of such Advance specified in such Notice of Borrowing. The proposed Borrowing Date specified in a Notice of Borrowing shall be no earlier than five (5) Business Days, and no later than thirty (30) days, after the date of delivery of such Notice of Borrowing. Unless otherwise provided herein, each Notice of Borrowing may not be revoked; provided, that the only consequence for the failure of the Borrower to borrow Advances on a Borrowing Date shall be its obligation to pay Breakage Costs as provided in Section 2.12(A). For the avoidance of doubt, the failure of the Borrower to borrow Advances on a Borrowing Date shall count against the caps on the number of requested Advances set forth in the first sentence of this Section 2.4. The aggregate principal amount of the Advances requested by the Borrower for any Borrowing Date shall not be less than the lower of (x) $2,500,000 and any multiple of $100,000 in excess thereof and (y) the remaining amount necessary in order for the Borrower to borrow the maximum aggregate amount of Advances then permitted under Section 3.2(A)(vii).

Making the Advances. (a) Each Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each notice of a Borrowing (a "Borrowing Notice") shall be by telephone, confirmed immediately in writing, or telecopier or telex, in substantially the form of Exhibit B hereto, specifying therein, among other things, the requested date of such Borrowing, the amount of such Borrowing and the Repayment Date of the Advances comprising such Borrowing. Each Lender shall, before 11:00 A.M. (New York City time) on the date of such Borrowing, make available for the account of its Domestic Lending Office to the Agent at the Agent's Account, in same day funds, such Lender's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower by depositing the proceeds of the Advances in such Dollar Euro account of the Borrower (or of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial TPG Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial TPG Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial TPG Lender shall be deemed to constitute performance by the Initial TPG Lender for all purposes of this Agreement and the Note and shall discharge the Initial TPG Lender from such obligation to the extent of such performance.

Making the Advances. (a) Each Borrowing Advance shall be made on notice, given not later than 11:00 A.M. 12:00 p.m. (New York City time) on the third Business Day prior to the date of the proposed Borrowing Advance, by the Borrower to the Agent, which Agent provided that in the case of the initial Advance hereunder such notice shall give to each Lender prompt be given not later than 11:30 a.m. (New York City time) on the second Business Day preceding the date of such initial Advance. Such notice thereof by telecopier or telex. Each notice shall be set forth in a form of a Borrowing borrowing request (a the "Borrowing NoticeRequest") shall be by telephone, confirmed immediately substantially in writing, or telecopier or telex, in substantially the form of Exhibit B heretoE to this Agreement, specifying thereinand shall specify (i) the desired amount which shall be at least $5,000,000 and shall be an integral multiple of $1,000,000, among other things(ii) the date for such Advance and (iii) the duration of the Interest Period for such Advance. Subject to the provisions of Section 2.01 of the Liquidity Agreement, the requested date Borrower shall provide to the Agent and the Manager instructions regarding the amount and maturity of Commercial Paper to be issued, from time to time, in order to pay any maturing Commercial Paper obligations. The Agent shall promptly notify the Borrower if the Lender is unable to obtain sufficient funding for the Advance through the issuance of Commercial Paper having a maturity of the specified duration of such BorrowingInterest Period, the amount of such Borrowing and the Repayment Date Borrower shall revise its request as the Borrower and the Agent shall agree. In the event that the Lender is unable to obtain sufficient funding for the Advance through the issuance of Commercial Paper, then the Advances comprising such Borrowing. Each Lender shall, before Agent shall so notify the Borrower by 11:00 A.M. a.m. (New York City time) on the date of for such BorrowingAdvance. In the event that upon receiving such notice the Borrower shall still wish to obtain the requested Advance, make available for the account of its Domestic Lending Office to Borrower shall so notify the Agent at by 11:45 a.m. (New York City time) specifying in any such notice the Agent's AccountInterest Period, if any, applicable to such Advance. In such event the Lender shall request a Revolving Loan in same day funds, accordance with the terms of the Liquidity Agreement (no later than 12:30 p.m. New York City time) to fund such Lender's ratable portion Advance. On the date of such Borrowing. After the Agent's receipt of such funds any Advance and upon fulfillment satisfaction of the applicable conditions set forth in Article III, the Agent will Lender shall make such funds available to the Borrower the amount of such Advance by depositing the proceeds deposit of such amount in lawful money of the Advances United States in such Dollar account of immediately available funds to the Borrower (or of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performanceAccount.

Making the Advances. (aA) Each Except as otherwise provided herein, the Borrower may request the Lenders to make Advances to the Borrower up to twelve times in any calendar year (provided that the Borrower may not request that the Lenders make Advances to the Borrower more than (i) once during any fifteen-day period or (ii) twice during any calendar month)) by the delivery to the Administrative Agent, each Funding Agent, each Conduit Lender and the Paying Agent, not later than 12:00 P.M. (New York City time) on a date that is at least five (5) Business Days (or, in the case of a Borrowing Date that occurs on the Sixth Amendment Effective Date, two (2) Business Days) prior to the proposed Borrowing Date of a written notice of such request substantially in the form of Exhibit B-2 attached hereto (each such notice, a “Notice of Borrowing”). Such Notice of Borrowing shall be accompanied by a duly completed Borrowing Base Certificate signed by a Responsible Officer of the Borrower unless the proposed Borrowing Date is more than five (5) Business Days after the date of such Notice of Borrowing, in which case Borrower shall deliver such Borrowing Base Certificate on the date that is five (5) Business Days prior to the proposed Borrowing Date. Any Notice of Borrowing or Borrowing Base Certificate received by the Administrative Agent, the Funding Agents, the Conduit Lenders or the Paying Agent after the time specified in the immediately preceding sentence shall be deemed to have been received on the next Business Day, and to the extent that results in the proposed Borrowing Date being earlier than five (5) Business Days after the date of delivery of such Notice of Borrowing, then the date specified in such Notice of Borrowing as the proposed Borrowing Date of an Advance shall be deemed to be the Business Day immediately succeeding the proposed Borrowing Date of such Advance specified in such Notice of Borrowing. The proposed Borrowing Date specified in a Notice of Borrowing shall be no earlier than five (5) Business Days, and no later than thirty (30) days, after the date of delivery of such Notice of Borrowing. Unless otherwise provided herein, each Notice of Borrowing may not be revoked; provided, that the only consequence for the failure of the Borrower to borrow Advances on a Borrowing Date shall be its obligation to pay Breakage Costs as provided in Section 2.12(A). For the avoidance of doubt, the failure of the Borrower to borrow Advances on a Borrowing Date shall count against the caps on the number of requested Advances set forth in the first sentence of this Section 2.4. The aggregate principal amount of the Advances requested by the Borrower for any Borrowing Date shall not be less than the lower of (x) $2,500,000 and any multiple of $100,000 in excess thereof and (y) the remaining amount necessary in order for the Borrower to borrow the maximum aggregate amount of Advances then permitted under Section 3.2(A)(vii). (B) The Notice of Borrowing shall specify (i) the aggregate amount of the requested Advances and the amount of such Advances allocated to each Lender Group based on its Lender Group Percentage and (ii) the proposed Borrowing Date. (C) With respect to the Advances to be made on noticeany Borrowing Date, given not each Lender shall remit the amount of its Advance to the Funding Account by wire transfer of immediately available funds no later than 11:00 A.M. 12:00 P.M. (New York City time) on the third Business Day prior Borrowing Date. The Paying Agent shall receive and hold such Advances in the Funding Account in escrow for the benefit of the Lenders. Upon a determination by the Administrative Agent that all conditions precedent to the date of the proposed Advances to be made on any Borrowing by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each notice of a Borrowing (a "Borrowing Notice") shall be by telephone, confirmed immediately in writing, or telecopier or telex, in substantially the form of Exhibit B hereto, specifying therein, among other things, the requested date of such Borrowing, the amount of such Borrowing and the Repayment Date of the Advances comprising such Borrowing. Each Lender shall, before 11:00 A.M. (New York City time) on the date of such Borrowing, make available for the account of its Domestic Lending Office to the Agent at the Agent's Account, in same day funds, such Lender's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIIIII have been satisfied or otherwise waived, the Administrative Agent will make such funds available shall direct the Paying Agent to the Borrower by depositing the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performance.distribute the

Making the Advances. (a) Each Borrowing of Revolving Credit Advances and Term Loan Advances under Section 2.01 shall be made on notice, given not later than 11:00 A.M. (x) 12:00 Noon (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing to be comprised of Eurodollar Rate Advances or (y) 12:00 Noon (New York City time) on the Business Day of the proposed Borrowing in the case of a Borrowing to be comprised of Alternate Base Rate Advances, by the applicable Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each with a Commitment for the Class of Advances requested in such notice of a Borrowing (a "“Notice of Borrowing”) prompt notice thereof. Each such Notice of Borrowing Notice") shall be by telephone, confirmed immediately in writing, or telecopier or telex, telex in substantially the form of Exhibit B hereto, specifying therein, among other things, therein the requested (i) date of such Borrowing, the amount of (ii) whether such Borrowing and the Repayment Date is a Revolving Borrowing or a Term Loan Borrowing, (iii) Type of the Advances comprising such Borrowing, (iv) aggregate amount of such Borrowing, (v) remittance instructions, and (vi) in the case of any such Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance; provided that any Notice of Borrowing submitted with respect to an Advance to be made on the Closing Date shall be accompanied by a funding indemnity letter in form and substance satisfactory to the Administrative Agent. If no election as to Type of Advances comprising such Borrowing is specified in any such Notice of Borrowing, then such Advances shall be Alternate Base Rate Advances. If no Interest Period with respect to Eurodollar Rate Advances is specified in any such Notice of Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of one month duration. Each Lender shall, before 11:00 A.M. (New York City time) with a Commitment for the Class of Advances requested in the Notice of Borrowing shall on the date of such Borrowing, before 12:00 Noon (New York City time), in the case of a Borrowing to be comprised of Eurodollar Rate Advances, and before 2:00 p.m. (New York City time), in the case of a Borrowing to be comprised of Alternate Base Rate Advances, make available for the account of its Domestic Applicable Lending Office to the Administrative Agent at the Administrative Agent's ’s Account, in same day funds, such Lender's ’s ratable portion of such Borrowing. After the Administrative Agent's ’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIISection 3.02, the Administrative Agent will make such funds available to the applicable Borrower by depositing the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender shall be deemed to constitute performance manner specified by the Initial Lender for all purposes applicable Borrower in the Notice of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performanceBorrowing.

Making the Advances. (a) Each Borrowing Advance shall be made on notice, given to the Administrative Agent not later than 11:00 A.M. 10:00 a.m. (New York City time) on the third Business Day prior to the date of the proposed Borrowing by Advance, and the Borrower to the Agent, which Administrative Agent shall give to each Lender prompt notice thereof by telecopier or telexthereof. Each The notice of a Borrowing the drawing of each Advance (a "Borrowing NoticeNotice of Borrowing") shall be by telephone, confirmed immediately in writing, or telecopier or telexfacsimile, in substantially the form of Exhibit B hereto, specifying therein, among other things, therein (i) the requested date of such Borrowingthe Advance (which shall be subject to the provisions of Section 2.04(a)(ii)), (ii) the Vessel Owning Subsidiaries to which the Advance relates and the Contract Price and Maximum Sum of each thereof, (iii) the aggregate amount of such Borrowing requested Advance, (iv) the initial Interest Period(s) for such Advance, and (v) appropriate wire transfer instructions, where the Repayment Date proceeds of such Advance are to be deposited, or alternate disbursement instructions (which shall be acceptable to the Advances comprising such BorrowingLenders). Each Lender shall, before 11:00 A.M. a.m. (New York City time) on the date of such BorrowingAdvance, make available for the account of its Domestic Applicable Lending Office to the Administrative Agent at the Administrative Agent's Account, in same day funds, such Lender's ratable portion of such Borrowingthe Advance. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds the Advance available to the Borrower by depositing the proceeds direct wire transfer of the Advances in such Dollar account of the Borrower (Advance to Sellers or of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Noticetheir order. The parties hereto understand Notice of Borrowing shall be irrevocable and agree that binding on the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereofBorrower. The Borrower agrees that performance shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such obligation Notice of Borrowing for such Advance the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by any such designee reason of the Initial liquidation or reemployment of deposits or other funds acquired by such Lender shall to fund the Advance to be deemed to constitute performance made by the Initial such Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from when such obligation to the extent Advance, as a result of such performancefailure, is not made on such date.

Making the Advances. (aA) Each Borrowing shall be made on noticeExcept as otherwise provided herein, given the Borrower may request the Lenders to make Advances to the Borrower by the delivery to the Agent, each Funding Agent and, so long as it remains a Lender hereunder, the CS Conduit Xxxxxx, not later than 11:00 A.M. 1:00 P.M. (New York City time) on the third two (2) Business Day Days prior to the date proposed Borrowing Date of a written notice of such request substantially in the form of Exhibit B-2 attached hereto (each such notice, a “Notice of Borrowing”) together with a duly completed Borrowing Base Certificate signed by a Responsible Officer of the Borrower. Any Notice of Borrowing or Borrowing Base Certificate received by the Agent and the Funding Agents after the time specified in the immediately preceding sentence shall be deemed to have been received by the Agent and the Funding Agents on the next Business Day, and to the extent that results in the proposed Borrowing by [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. Date being earlier than two (2) Business Days after the date of delivery of such Notice of Borrowing, then the date specified in such Notice of Borrowing as the proposed Borrowing Date of an Advance shall be deemed to be the Business Day immediately succeeding the proposed Borrowing Date of such Advance specified in such Notice of Borrowing. The proposed Borrowing Date specified in a Notice of Borrowing shall be no earlier than two Business Days after the date of delivery of such Notice of Borrowing and may be up to a maximum of thirty (30) days after the date of delivery of such Notice of Borrowing. Unless otherwise provided herein, each Notice of Borrowing shall be irrevocable and shall specify (i) the aggregate principal amount of the Advance requested and (ii) the Borrowing Date (which shall be a Business Day). If the Agent contests the Borrower’s calculations or any statement within a Notice of Borrowing, it shall promptly inform the Borrower in writing (including by electronic mail) and no Lender shall be obligated to make an Advance in accordance with such Notice of Borrowing. The Borrower may then deliver an amended Notice of Borrowing to the Agent, which shall give to each Funding Agent and, so long as it remains a Lender prompt notice thereof by telecopier or telex. Each notice of a Borrowing (a "Borrowing Notice") shall be by telephone, confirmed immediately in writing, or telecopier or telex, in substantially the form of Exhibit B hereto, specifying therein, among other thingshereunder, the requested date CS Conduit Lender or, by written notice, rescind the Notice of such Borrowing; provided that if the Borrower elects to deliver an amended Notice of Borrowing, the amount such amended Notice of such Borrowing and the Repayment shall reflect a proposed Borrowing Date of the Advances comprising such Borrowing. Each Lender shall, before 11:00 A.M. no earlier than two (New York City time2) on Business Days after the date of such Borrowing, make available for the account of its Domestic Lending Office to the Agent at the Agent's Account, in same day funds, such Lender's ratable portion delivery of such amended Notice of Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower by depositing the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performance.

Making the Advances. (aA) Each Borrowing shall be made on noticeExcept as otherwise provided herein, given the Borrower may request the Lenders to make Advances to the Borrower by the delivery to the Agent, each Funding Agent and, so long as it remains a Lender hereunder, the CS Conduit Lender, not later than 11:00 A.M. 1:00 P.M. (New York City time) on the third two (2) Business Day Days prior to the date proposed Borrowing Date of a written notice of such request substantially in the form of Exhibit B-2 attached hereto (each such notice, a “Notice of Borrowing”) together with a duly completed Borrowing Base Certificate signed by a Responsible Officer of the Borrower. Any Notice of Borrowing or Borrowing Base Certificate received by the Agent and the Funding Agents after the time specified in the immediately preceding sentence shall be deemed to have been received by the Agent and the Funding Agents on the next Business Day, and to the extent that results in the proposed Borrowing by Date being earlier than two (2) Business Days after the date of delivery of such Notice of Borrowing, then the date specified in such Notice of Borrowing as the proposed Borrowing Date of an Advance shall be deemed to be the Business Day immediately succeeding the proposed Borrowing Date of such Advance specified in such Notice of Borrowing. The proposed Borrowing Date specified in a Notice of Borrowing shall be no earlier than two Business Days after the date of delivery of such Notice of Borrowing and may be up to a maximum of thirty (30) days after the date of delivery of such Notice of Borrowing. Unless otherwise provided herein, each Notice of Borrowing shall be irrevocable and shall specify (i) the aggregate principal amount of the Advance requested and (ii) the Borrowing Date (which shall be a Business Day). If the Agent contests the Borrower’s calculations or any statement within a Notice of Borrowing, it shall promptly inform the Borrower in writing (including by electronic mail) and no Lender shall be obligated to make an Advance in accordance with such Notice of Borrowing. The Borrower may then deliver an amended Notice of Borrowing to the Agent, which shall give to each Funding Agent and, so long as it remains a Lender prompt notice thereof by telecopier or telex. Each notice of a Borrowing (a "Borrowing Notice") shall be by telephone, confirmed immediately in writing, or telecopier or telex, in substantially the form of Exhibit B hereto, specifying therein, among other thingshereunder, the requested date CS Conduit Lender or, by written notice, rescind the Notice of such Borrowing; provided that if the Borrower elects to deliver an amended Notice of Borrowing, the amount such amended Notice of such Borrowing and the Repayment shall reflect a proposed Borrowing Date of the Advances comprising such Borrowing. Each Lender shall, before 11:00 A.M. no earlier than two (New York City time2) on Business Days after the date of delivery of such amended Notice of Borrowing, make available for the account of its Domestic Lending Office . [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the Agent at the Agent's Account, in same day funds, such Lender's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower by depositing the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performancecompany if publicly disclosed.