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Borrowing Resolutions
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Borrowing. Each Borrowing of a Revolving Credit Loan (each, a “Borrowing”) shall be made on notice, given not later than 2:00 p.m. (New York time) on the third Business Day prior to the date of the proposed Borrowing in the case of a LIBOR Rate Advance, and not later than 2:00 p.m. (New York time) on the date of the proposed Borrowing in the case of a Base Rate Advance, by the Borrower Agent to the Agent. Each such notice of a Borrowing shall be by telephone, confirmed immediately in writing (by electronic transmission or otherwise as permitted hereunder), substantially in the form of Exhibit B (a “Notice of Borrowing”), specifying therein the requested # date of such Borrowing, # the Type of Advance comprising such Borrowing, # the aggregate principal amount of such Borrowing and # the Interest Period, in the case of a LIBOR Rate Advance.

Section # Making the Revolving Advances. (A) Except as otherwise provided herein, the Borrower may request the Lenders to make Revolving Advances to the Borrower once per calendar month by the delivery to the Administrative Agent, each Funding Agent and each Conduit Lender, not later than 12:00 P.M. (New York City time) on a date that is at least five (5) 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 or the Conduit Lenders 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 a Revolving Advance shall be deemed to be the Business Day immediately succeeding the proposed Borrowing Date of such Revolving 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 shall be irrevocable. The aggregate principal amount of the Revolving Advances requested by the Borrower for any Borrowing Date shall not be less than the lower of # $2,500,000 and any multiple of $100,000 in excess thereof and # the remaining amount necessary in order for the Borrower to borrow the maximum aggregate amount of Revolving Advances then permitted under [Section 3.2(A)(ix)].

To request a Revolving Credit Loan other than on the Effective Date (it being understood that all Revolving Credit Loans outstanding under the Existing Credit Agreement shall remain outstanding hereunder), the Borrower shall deliver a Borrowing Notice to the Administrative Agent prior to 12:00 noon on the day of each Base Rate Loan and at least three (3) Business Days before each LIBOR Loan, specifying: # the requested Borrowing Date; # the amount of such Loan; # the type of Loan; and # in the case of a LIBOR Loan, the duration of the Interest Period applicable thereto. The Administrative Agent shall promptly notify each Bank of its receipt of a Borrowing Notice for a Revolving Credit Loan. Not later than 1:00 p.m. on the date of such Revolving Credit Loan, each Bank will make available to the Administrative Agent at the Administrative Agent's Principal Office in immediately available funds, such Bank's Pro Rata Share of such Revolving Credit Loan. After the Administrative Agent's receipt of such funds, not later than 1:00 p.m. on the date of such Revolving Credit Loan and upon fulfillment of the applicable conditions set forth in Section 3, the Administrative Agent will make such Revolving Credit Loan available to the Borrower in immediately available funds by crediting the amount thereof to the following account with the Administrative Agent: Account styled [[Borrower:Organization]] Operating Account, No. 209908769. All Borrowing Notices shall be irrevocable and shall be given not later than 12:00 noon on the day which is not less than the number of Business Days specified above for such Borrowing Notice.

Whenever the Borrower desires that the Lenders make a Term Loan or a Revolving Loan, the Borrower shall deliver to the Administrative Agent a fully executed Funding Notice no later than: # 1:00 p.m. at least three (3) Business Days in advance of the proposed Credit Date in the case of an Adjusted LIBOR Rate Loan; and # 1:00 p.m. at least one (1) Business Day in advance of the proposed Credit Date in the case of a Loan that is a Base Rate Loan. Except as otherwise provided herein, any Funding Notice for any Loans that are Adjusted LIBOR Rate Loans shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith.

Section # Making the Advances. (a) The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that 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 in the case of a Borrowing consisting of Term SOFR Rate Advances or the Business Day of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be in writing (or by telephone, confirmed immediately in writing) in substantially the form of [Exhibit B] hereto, specifying therein the requested # date of such Borrowing, # [reserved], # Type of Advances comprising such Borrowing, # aggregate amount of such Borrowing, # remittance instructions and # in the case of a Borrowing consisting of Term SOFR Rate Advances, initial Interest Period for each such Advance. Each Lender shall, before 1:00 P.M. (New York City time) on the date of such Borrowing, make available for the account of its Applicable 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 IV], the Agent will make such funds available to the Borrower at the Agent’s address referred to in [Section 9.02]

Borrower shall select the Type of Advance and, in the case of each LIBOR Rate Advance, the Interest Period applicable to each Advance from time to time. The Borrower shall give the Administrative Agent irrevocable notice (a “Borrowing Notice”) in the form attached as [Exhibit F] hereto # not later than 1:00 p.m. Cleveland time on the Business Day immediately preceding the Borrowing Date of each Floating Rate Advance, # not later than noon Cleveland time, at least three (3[[Borrower:Organization]] Business Days before the Borrowing Date for each LIBOR Rate Advance and # not later than noon Cleveland time on the same Business Day as the Borrowing Date for each Swingline Advance of:

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