Common use of Loans Clause in Contracts

Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Loans comprising each Borrowing shall be in an aggregate principal amount which is an integral multiple of $1,000,000 and not less than $10,000,000 (or an aggregate principal amount equal to the remaining balance of the applicable Commitments, as the case may be). (b) Each Borrowing shall be comprised entirely of Eurodollar Loans or ABR Loans, as the applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment with respect to any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that no Borrower shall be entitled to request any Borrowing which, if made, would result in an aggregate of more than five separate Eurodollar Loans of any Lender being made to the Borrowers and outstanding under this Agreement at any one time. For purposes of the foregoing, Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Loans. (c) Except as otherwise provided in Section 2.10, each Lender shall make each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to the Administrative Agent in New York, New York, not later than 1:00 p.m., New York City time, and the Administrative Agent shall by 3:00 p.m., New York City time, credit the amounts so received to the general deposit account of the Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other account as such Borrower may designate in a written notice to the Administrative Agent, or, if such Loans are not made on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c) and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's Loan as part of such Borrowing for purposes of this Agreement. (d) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Loans comprising each any Borrowing shall be in an aggregate principal amount which that is an integral multiple of $1,000,000 100,000 and not less than $10,000,000 (or an aggregate principal amount equal to the remaining balance of the applicable Commitments, as the case may be)500,000. (b) Each Subject to Sections 2.08 and 2.14, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans or ABR Loans, as the applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment with respect to make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that no the Borrower shall not be entitled to request any Borrowing whichthat, if made, would result in an aggregate of more than five separate Eurodollar Loans of any Lender being made to the Borrowers and Borrowings outstanding under this Agreement hereunder at any one time. For purposes of the foregoing, Loans Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate LoansBorrowings. (c) Except as otherwise provided in Section 2.10, each Each Lender shall make each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent in New York, New York, may designate not later than 1:00 p.m., New York City time, and the Administrative Agent shall by 3:00 p.m., New York City time, promptly credit the amounts so received to the general deposit an account of designated by the Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other account as such Borrower may designate in a written notice to the Administrative Agent, applicable Borrowing Request or, if such Loans are a Borrowing shall not made occur on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. . (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's ’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c) above and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such the Borrower until to but excluding the date such amount is repaid to the Administrative Agent, Agent at (i) in the case of such the Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's ’s Loan as part of such Borrowing for purposes of this Agreement. (d) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender)3.1. The Loans comprising each Borrowing shall be in an aggregate principal amount which is an integral multiple of $1,000,000 and not less than $10,000,000 (or an aggregate principal amount equal to the remaining balance of the applicable Commitments, as the case may be). (b) Each Borrowing shall be comprised entirely of Eurodollar Loans or ABR Loans, as the applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment with respect to any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that no Borrower shall be entitled to request any Borrowing which, if made, would result in an aggregate of more than five separate Eurodollar Loans of any Lender being made to the Borrowers and outstanding under this Agreement at any one time. For purposes of the foregoing, Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Loans. (c) Except as otherwise provided in Section 2.10, each Lender shall make On each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to the Administrative Agent in New York, New YorkSubscription Date, not later than 1:00 p.m.the time specified by Xxxxxx (such time to be posted to the TALF Website in advance of such Loan Subscription Date), New York City each TALF Agent may submit to Lender, in the manner specified by Xxxxxx from time to time, and a request for Loans on behalf of each Applicable Borrower proposing to borrow Loans on the Administrative next scheduled Loan Closing Date (each such request, a “Loan Request”). Each TALF Agent shall by 3:00 p.m., New York City time, credit complete the amounts so received to the general deposit account of the Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other account as such Borrower may designate in a written notice to the Administrative Agent, or, if such Loans are not made on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing Request in accordance with this paragraph (c) and the Administrative Agent mayinstructions provided by Custodian from time to time, in reliance upon such assumptionthe form attached hereto as Appendix 3A or, make available in the case of a Loan to the applicable Borrower on such date a corresponding amount. If and to the extent that such be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent shall not have made such portion available be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy of the Administrative Agent, such Lender Letter of Agreement pursuant to which it became a party hereto and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent, at (iy) in the case of a Loan to be secured by Newly Issued CMBS Collateral and with respect to each such BorrowerItem of Newly Issued CMBS Collateral, the interest rate following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable at Loan Subscription Date, the time Offering Materials (as defined below) (which may be in preliminary form to the Loans comprising extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Borrowing Offering Materials and (ii3) in not later than the case of Business Day after any supplement to such LenderOffering Materials is furnished to prospective investors, a rate determined by each such supplement, together with an AUP Report (TALF) and an update to the Administrative Agent earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to represent its cost of overnight or short-term funds AUP Report (which determination Industry) shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's Loan as part of such Borrowing for purposes of this Agreement. (d) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.delivered not later than 5:00

Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable Commitments; provided, however, provided that the failure of any Lender to make any its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Loans comprising each Each Borrowing shall be in an aggregate principal amount which that is an integral multiple of $1,000,000 and not less than $10,000,000 (or an aggregate principal amount equal to and in integral amounts consistent with) the remaining balance of the applicable Commitments, as the case may be)Minimum Amount. (b) Each Subject to Section 2.11 and Section 2.12, each Borrowing shall be comprised entirely of Eurodollar Base Rate Loans or ABR Loans, Eurodollar Rate Loans as the applicable Borrower may request pursuant to Section 2.03; provided that all Loans comprising the same Borrowing shall at all times be of the same Type. Each Lender may at its option fulfill its Commitment with respect to make any Eurodollar Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, provided that no the Borrower shall not be entitled to request any Borrowing whichthat, if made, would result in an aggregate of more than five separate eight (8) Eurodollar Loans of any Lender being made to the Borrowers and outstanding under this Agreement Rate Borrowings hereunder at any one time. For purposes of the foregoing, Loans Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate LoansBorrowings. (c) Except as otherwise provided in Section 2.10, each Each Lender shall make each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent in New York, New York, may designate not later than 1:00 p.m.11:00 a.m., New York City time, and the Administrative Agent shall by 3:00 p.m., New York City time, promptly credit the amounts so received to the general deposit an account of the Borrower to which such Loan is to be made as directed by the Borrower in the applicable Borrowing Request maintained with Mellon Bank, N.A., or such other account as such Borrower may designate in a written notice to the Administrative Agent, Agent or, if such Loans are a Borrowing shall not made occur on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. . (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's ’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the applicable Borrower severally agree agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such the Borrower until the date such amount is repaid to the Administrative Agent, Agent at (i) in the case of such the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Interbank Rate and a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error)in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's ’s Loan as part of such Borrowing for purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (de) Notwithstanding any other provision of this Agreementanything to the contrary contained herein, no the Borrower shall not be entitled to request request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity DateDate of such Loans.

Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Loans comprising each any Borrowing shall be in an aggregate principal amount which that is (a) an integral multiple of $1,000,000 and not less than $10,000,000 5,000,000 (except, with respect to any Borrowing made pursuant to an Incremental Loan Commitment, to the extent otherwise provided in the related Incremental Loan Assumption Agreement) or an aggregate principal amount (b) equal to the remaining available balance of the applicable Commitments, as the case may be). (ba) Each Borrowing shall be comprised entirely of Eurodollar Loans or ABR Loans, as the applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment with respect to make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that no The Borrower shall not be entitled to request any Borrowing whichthat, if made, would result in an aggregate of more than five separate eight Eurodollar Loans of any Lender being made to the Borrowers and Borrowings outstanding under this Agreement hereunder at any one time. For purposes of the foregoing, Loans Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate LoansBorrowings. (cb) Except as otherwise provided in Section 2.10, each Each Lender shall make each Loan that is (A) an ABR or Incremental Loan or (B) a Eurodollar Loan, to be made by it hereunder on the Funding Date or the proposed date thereof of Borrowing thereof, as applicable, by wire transfer of immediately available funds in Dollars, as the case may be, to such account in London as the Administrative Agent in New York, New York, may designate not later than 1:00 2:00 p.m., New York City time, and the Administrative Agent shall by 3:00 p.m., New York City time, credit promptly wire transfer the amounts so received to the general deposit account of in accordance with instructions received from the Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other account as such Borrower may designate in a written notice to the Administrative Agent, applicable Borrowing Request or, if such Loans are a Borrowing shall not made occur on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. . (c) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's ’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (cSection 2.02(c) and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such the Borrower until to but excluding the date such amount is repaid to the Administrative Agent, Agent at (i) in the case of such the Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's ’s Loan as part of such Borrowing for purposes of this Agreement. (d) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Except for Loans deemed made pursuant to Section 2.02(f), Loans comprising each any Borrowing shall be in an aggregate principal amount which that is (i) an integral multiple of $1,000,000 and not less than $10,000,000 1.0 million or (or an aggregate principal amount ii) equal to the remaining available balance of the applicable Commitments, as the case may be). (b) Each Subject to Sections 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans or ABR Loans, as the applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment with respect to make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; providedprovided that, however, that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that no Borrower shall not be entitled to request any Borrowing whichthat, if made, would result in an aggregate of more than five separate ten Eurodollar Loans of any Lender being made to the Borrowers and Borrowings outstanding under this Agreement hereunder at any one time. For purposes of the foregoing, Loans Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate LoansBorrowings. (c) Except as otherwise provided in with respect to Loans made pursuant to Section 2.102.02(f), each Lender shall make each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent in New York, New York, may designate not later than 1:00 p.m.12:00 noon, New York City time, and the Administrative Agent shall by 3:00 p.m., New York City time, promptly credit the amounts so received to the general deposit account of the Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other an account as such directed by Borrower may designate in a written notice to the applicable Borrowing Request maintained with the Administrative Agent, Agent or, if such Loans are a Borrowing shall not made occur on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. . (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's ’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c) Section 2.02(c), and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent, Agent at (i) in the case of such Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's ’s Loan as part of such Borrowing for purposes of this Agreement. (de) Notwithstanding any other provision of this Agreement, no Borrower shall not be entitled to request request, or to elect to convert or continue, any Borrowing of Eurodollar Loans if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Maturity Date, as applicable. (f) If the Issuing Bank shall not have received from Borrower the payment required to be made by Section 2.17(e) within the time specified in such section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 noon, New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute an ABR Revolving Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from Borrower pursuant to Section 2.17(e) prior to the time that any Revolving Lender makes any payment pursuant to this Section 2.02(f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this Section 2.02(f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate.

Loans. (a) Subject to the terms and conditions set forth in this Agreement and so long as no Default or Event of Default has occurred and is continuing, during the Revolving Credit Period, Lender agrees to make such loans to Borrower (individually, a “Loan” and collectively, the “Loans”) as Borrower may from time to time request pursuant to Section 2.02. Each Loan under this Section 2.01(a) which is a Base Rate Loan shall be made as part for an aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a Borrowing consisting LIBOR Loan shall be for an aggregate principal amount of at least $500,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than six (6) LIBOR Loans at any one time. The aggregate principal amount of Loans made that Lender shall be required to have outstanding under this Agreement as of any date shall not exceed the amount of Lender’s Revolving Credit Commitment as of such date. Within the foregoing limits, Borrower may borrow under this Section 2.01(a), repay according to Section 2.09, prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last day of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be due and payable on the Lenders ratably last day of the Revolving Credit Period. (b) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in accordance with their respective applicable Commitmentsan amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the failure amount of any Lender Lender’s Revolving Credit Commitment be reduced to make any Loan a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall not in itself relieve any other Lender the amount of its obligation Lender’s Revolving Credit Commitment be reduced to lend hereunder a figure greater than zero (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Loans comprising each Borrowing shall be in an aggregate principal amount which is an integral multiple of $1,000,000 and not 0) but less than $10,000,000 5,000,000 and (iii) any such termination or an aggregate principal amount equal reduction shall be permanent and Borrower shall have no right to the remaining balance of the applicable Commitmentsthereafter reinstate or increase, as the case may be), Lender’s Revolving Credit Commitment. (b) Each Borrowing shall be comprised entirely of Eurodollar Loans or ABR Loans, as the applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment with respect to any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that no Borrower shall be entitled to request any Borrowing which, if made, would result in an aggregate of more than five separate Eurodollar Loans of any Lender being made to the Borrowers and outstanding under this Agreement at any one time. For purposes of the foregoing, Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Loans. (c) Except as otherwise provided in Section 2.10, each Lender shall make each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to the Administrative Agent in New York, New York, not later than 1:00 p.m., New York City time, and the Administrative Agent shall by 3:00 p.m., New York City time, credit the amounts so received to the general deposit account of the Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other account as such Borrower may designate in a written notice to the Administrative Agent, or, if such Loans are not made on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c) and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's Loan as part of such Borrowing for purposes of this Agreement. (d) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Loans. (a) Each Loan shall be made as part Borrower promises to pay to the order of a Borrowing consisting Bank, in lawful money of the United States of America, the aggregate unpaid principal amount of all Loans made by Bank to Borrower hereunder. Borrower shall also pay interest on the Lenders ratably in accordance with their respective applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Loans comprising each Borrowing shall be in an aggregate unpaid principal amount which is an integral multiple of $1,000,000 and not less than $10,000,000 (or an aggregate principal amount equal to the remaining balance of the applicable Commitments, as the case may be). (b) Each Borrowing shall be comprised entirely of Eurodollar Loans or ABR Loans, as the applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment with respect to any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan Loans at rates in accordance with the terms hereof. (a) Subject to and upon the terms and conditions of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that no Bank agrees to make Revolving Loans to Borrower shall be entitled to request any Borrowing which, if made, would result in an aggregate of more than five separate Eurodollar Loans of any Lender being made outstanding amount not to exceed the Revolving Commitment or the Borrowing Base, whichever is less. Subject to the Borrowers terms and outstanding under conditions of this Agreement Agreement, amounts borrowed pursuant to this Section 2.1 may be repaid and reborrowed at any one time. For purposes of time during the foregoing, Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Loans. (c) Except as otherwise provided in Section 2.10, each Lender shall make each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to the Administrative Agent in New York, New York, not later than 1:00 p.m., New York City time, and the Administrative Agent shall by 3:00 p.m., New York City time, credit the amounts so received to the general deposit account of the Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other account as such Borrower may designate in a written notice to the Administrative Agent, or, if such Loans are not made on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c) and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's Loan as part of such Borrowing for purposes of this Agreement. (db) Notwithstanding any other provision Whenever Borrower desires an Revolving Loan, Borrower will notify Bank by facsimile transmission or telephone no later than 3:00 p.m. Pacific time, on the Business Day that such Revolving Loan is to be made. Each such notification shall be promptly confirmed by a Payment/Loan Form in substantially the form of Exhibit B hereto. Bank is authorized to make Loans under this Agreement, no Borrower based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in Bank's discretion such Loans are necessary to meet Obligations which have become due and remain unpaid. Bank shall be entitled to request rely on any Borrowing if telephonic notice given by a person who Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Bank harmless for any damages or loss suffered by Bank as a result of such reliance. Bank will credit the Interest Period requested with respect thereto would end after the Maturity Dateamount of Loans made under this Section 2.1 to Borrower's deposit account.

Loans. (a) Each Loan Borrowing made by the Company on any date shall be in an integral multiple of $1,000,000 and in a minimum aggregate principal amount of $10,000,000. Committed Loans shall be made as part of a Borrowing consisting of Loans made by the Lenders Banks ratably in accordance with their respective applicable CommitmentsCommitments on the Borrowing Date of the Committed Borrowing; provided, however, that the failure of any Lender Bank to make any Loan shall not in itself relieve any other Lender Bank of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Loans comprising each Borrowing shall be in an aggregate principal amount which is an integral multiple of $1,000,000 and not less than $10,000,000 (or an aggregate principal amount equal to the remaining balance of the applicable Commitments, as the case may be)hereunder. (b) Each Borrowing Committed Loan shall be comprised entirely of a Eurodollar Loans Loan or ABR Loansan Alternate Base Loan, as the applicable Borrower Company may request pursuant subject to and in accordance with Section 2.032.2 or Section 2.3(b), as applicable. Each Lender Bank may at its option fulfill its Commitment with respect to make any Eurodollar Loan by causing any domestic or a foreign branch or Affiliate of such Lender Bank to make such Loan; provided, however, that any exercise of such option shall not affect the obligation of the applicable Borrower Company to repay such Loan in accordance with the terms of this AgreementAgreement or increase the Company’s obligations to such Bank hereunder. Borrowings Loans of more than one Type interest rate option may be outstanding at the same time; provided, however, that no Borrower the Company shall not be entitled to request any Borrowing Loan which, if made, would result in an aggregate of more than five ten separate Eurodollar Loans of any Lender Interest Periods being made to the Borrowers and outstanding under this Agreement hereunder at any one time. For purposes of the foregoing, Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Loans. (c) Except as otherwise provided in Subject to Section 2.102.3, each Lender Bank shall make its portion of each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder Committed Borrowing on the proposed date Borrowing Date thereof by wire transfer of paying the amount required to the Paying Agent at the Principal Office in immediately available funds to the Administrative Agent in New York, New York, not later than 1:00 p.m., New York City time, and the Administrative Paying Agent shall by 3:00 2:00 p.m., New York City time, credit the amounts so received to the general deposit account of the Borrower to which such Loan is to be made Company with Mellon Bank, N.A., or such other account as such Borrower may designate in a written notice to the Administrative Agent, Paying Agent or, if such Loans are not made on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. Unless the Administrative Agent shall have received notice from a Lender prior Banks as soon as practicable; provided, however, if and to the date of extent the Paying Agent fails to return any such amounts to a Bank on the Borrowing that such Lender will not make available to the Administrative Agent such Lender's portion of Date for such Borrowing, the Administrative Paying Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c) and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower shall pay interest on such date a corresponding amount. If and to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereonunreturned amounts, for each day from such Borrowing Date to the date such amount is made available amounts are returned to such Borrower until the date such amount is repaid to the Administrative AgentBank, at (i) in the case of such Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's Loan as part of such Borrowing for purposes of this AgreementFederal Funds Effective Rate. (d) Notwithstanding any other provision The outstanding principal amount of this Agreement, no Borrower each Committed Loan shall be entitled to request any Borrowing if due and payable on the Interest Period requested with respect thereto would end after the Maturity Termination Date.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Except for Loans deemed made pursuant to Section 2.02(f), Loans comprising each any Borrowing shall be in an aggregate principal amount which that is (i) an integral multiple of $1,000,000 250,000 and not less than $10,000,000 1.0 million or (or an aggregate principal amount ii) equal to the remaining available balance of the applicable Commitments, as the case may be). (b) Each Subject to Sections 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans or ABR Loans, as the applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment with respect to make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan, so long as such option does not result in increased costs to Borrower; provided, however, provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that no Borrower shall not be entitled to request any Borrowing whichthat, if made, would result in an aggregate of more than five separate ten Eurodollar Loans of any Lender being made to the Borrowers and Borrowings outstanding under this Agreement hereunder at any one time. For purposes of the foregoing, Loans Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate LoansBorrowings. (c) Except as otherwise provided in with respect to Loans made pursuant to Section 2.102.02(f), each Lender shall make each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent in New York, New York, may designate not later than 1:00 p.m.11:00 a.m., New York City time, and the Administrative Agent shall by 3:00 p.m., New York City time, promptly credit the amounts so received to the general deposit account of the Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other an account as such directed by Borrower may designate in a written notice to the applicable Borrowing Request maintained with the Administrative Agent, Agent or, if such Loans are a Borrowing shall not made occur on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. . (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's ’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent, Agent at (i) in the case of such Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's ’s Loan as part of such Borrowing for purposes of this Agreement. (de) Notwithstanding any other provision of this Agreement, no Borrower shall not be entitled to request request, or to elect to convert or continue, any Borrowing constituting Revolving Loans or Term Loans if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Maturity Date, as the case may be. (f) If the Issuing Bank shall not have received from Borrower the payment required to be made by Section 2.18(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute an ABR Revolving Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from Borrower pursuant to Section 2.18(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate.

Loans. (a) Each Loan shall be made in Dollars as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Loans comprising each any Borrowing shall be in an aggregate principal amount which that is an integral multiple of $1,000,000 and not less than $10,000,000 (2,000,000 or an aggregate principal amount equal to the remaining available balance of the applicable Commitments, as the case may be). (b) Each Borrowing shall be comprised entirely of Eurodollar Loans or ABR Loans, as the applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment with respect to make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that no Borrower shall be entitled to request any Borrowing which, if made, would result in an aggregate of more than five separate Eurodollar Loans of any Lender being made to the Borrowers and outstanding under this Agreement at any one time. For purposes of the foregoing, Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Loans. (c) Except as otherwise provided in Section 2.10, each Each Lender shall make each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account as the Administrative Agent in New York, New York, may designate not later than 1:00 2:00 p.m., New York City time, and the Administrative Agent shall by 3:00 p.m., New York City time, promptly credit the amounts so received to the general deposit an account of designated by the Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other account as such Borrower may designate in a written notice to the Administrative Agent, applicable Borrowing Request or, if such Loans are a Borrowing shall not made occur on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. . (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's ’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c) above and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand (but without duplication) such corresponding amount together with interest thereon, for each day from the date such amount is made available to such the Borrower until to but excluding the date such amount is repaid to the Administrative Agent, Agent at (i) in the case of such the Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's ’s Loan as part of such Borrowing for purposes of this Agreement. (d) Notwithstanding any other provision of this Agreement, no . Any payment by the Borrower shall be entitled without prejudice to request any Borrowing if claim the Interest Period requested with respect thereto would end after Borrower may have against a Lender that shall have failed to make such payment to the Maturity DateAdministrative Agent.

Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Loans comprising each any Borrowing shall be in an aggregate principal amount which that is an integral multiple of $1,000,000 5,000,000 and not less than $10,000,000 25,000,000 (or an aggregate principal amount equal to the remaining balance of the applicable Available Commitments, as the case may be). (b) Each Borrowing shall be comprised entirely of Eurodollar Loans or ABR Loans, as the applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment with respect to make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that no Borrower shall be entitled to request any Borrowing which, if made, would result in an aggregate of more than five separate Eurodollar Loans of any Lender being made to the Borrowers and outstanding under this Agreement at any one time. For purposes of the foregoing, Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Loans. (c) Except as otherwise provided in Section 2.10Subject to paragraph (d) below, each Lender shall make each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to the Administrative Agent in New York, New York, not later than 1:00 p.m.noon, New York City time, and the Administrative Agent shall by 3:00 2:00 p.m., New York City time, credit the amounts so received to the general deposit account of or accounts specified from time to time in one or more notices delivered by the Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other account as such Borrower may designate in a written notice to the Administrative Agent, Agent or, if such Loans are a Borrowing shall not made occur on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. Loans shall be made by the Lenders pro rata in accordance with Section 2.12. Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c) and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower (without waiving any claim against such Lender for such Lender's failure to make such portion available) severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error)Federal Funds Effective Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's Loan as part of such Borrowing for purposes of this Agreement. (d) Notwithstanding The Borrower may refinance all or any other provision part of any Borrowing with a Borrowing of the same or a different Type, subject to the conditions and limitations set forth in this Agreement, no Borrower . Any Borrowing or part thereof so refinanced shall be entitled deemed to request any be repaid or prepaid in accordance with Section 2.05 or 2.09, as applicable, with the proceeds of a new Borrowing, and the proceeds of the new Borrowing, to the extent they do not exceed the principal amount of the Borrowing if being refinanced, shall not be paid by the Interest Period requested with respect thereto would end after Lenders to the Maturity DateAgent or by the Agent to the Borrower pursuant to paragraph (c) above.

Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable Commitments; provided, however, provided that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Loans comprising each Each Borrowing shall be in an aggregate principal amount which that is (i) an integral multiple of $1,000,000 500,000 and not less than $10,000,000 1,000,000 (except, with respect to any Incremental Term Loans or an aggregate principal amount Other Term Loans, to the extent otherwise provided in the applicable Incremental Amendment or Refinancing Amendment) or (ii) equal to the remaining available balance of the applicable Commitments, as the case may be). (b) Each Subject to Sections 2.08, 3.02 and 3.04, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans or ABR Loans, as the applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment with respect to make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, provided that any exercise of such option shall not affect the obligation of the applicable Lender to make such Loan and the Borrower to repay such Loan to such Lender in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, provided that no the Borrower shall not be entitled to request any Borrowing whichthat, if made, would result in an aggregate of more than five separate ten Eurodollar Loans of any Lender being made to Borrowings in the Borrowers and aggregate outstanding under this Agreement hereunder at any one time. For purposes of the foregoing, Loans Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate LoansBorrowings. (c) Except as otherwise provided in Section 2.10, each Each Lender shall make each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent in New York, New York, may designate from time to time not later than 1:00 p.m.12:00 noon, New York City time, and the Administrative Agent shall by 3:00 p.m., New York City time, promptly credit the amounts so received to the general deposit an account of as directed by the Borrower to which such Loan is to be made in the applicable Request for Credit Extension maintained with Mellon Bank, N.A., or such other account as such Borrower may designate in a written notice to the Administrative Agent, Agent or, if such Loans are a Borrowing shall not made occur on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. Lenders within two Business Days. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's ’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (cSection 2.02(c) above and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the applicable Borrower severally agree agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such the Borrower until to but excluding the date such amount is repaid to the Administrative Agent, Agent at (i) in the case of such the Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's ’s Loan as part of such Borrowing for purposes of this Agreement. (d) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Loans. (a) Each Loan (other than Swingline Loans, Protective Advances and Overadvances) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Except for Loans comprising each deemed made pursuant to Section 2.18(e)(ii), (i) any Borrowing shall be in an aggregate principal amount which that is (A) an integral multiple of $1,000,000 250,000 and not less than $10,000,000 500,000 or (or an aggregate principal amount B) equal to the remaining available balance of the applicable Commitments, as the case may be). (b) Each Subject to Sections 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans or ABR Loans, as the applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment with respect to make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, that any exercise of such option shall not affect the obligation of the applicable Lender to make such Loan and Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that no Borrower shall not be entitled to request any Borrowing whichthat, if made, would result in an aggregate of more than five separate eight (8) Eurodollar Loans of any Lender being made to the Borrowers and Borrowings outstanding under this Agreement hereunder at any one time. For purposes of the foregoing, Loans Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate LoansBorrowings. (c) Except as otherwise provided in with respect to Loans made pursuant to Section 2.102.18(e)(ii), each Lender shall make each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent in New York, New York, may designate not later than 1:00 p.m.11:00 a.m., New York City time, and the Administrative Agent shall by 3:00 p.m., New York City time, promptly credit or remit the amounts so received to the general deposit account of the Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other an account as such directed by Borrower may designate in a written notice to the Administrative Agent, applicable Borrowing Request or, if such Loans are a Borrowing shall not made occur on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. . (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's ’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c) above, and the Administrative Agent maymay (but shall not be obligated to), in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such Borrower, the interest rate applicable Agent at the time to greater of the Loans comprising such Borrowing Federal Funds Effective Rate and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight in accordance with banking industry rules or short-term funds (which determination shall be conclusive absent manifest error)practices on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's ’s Loan as part of such Borrowing for purposes of this Agreement. (de) Notwithstanding any other provision of this Agreement, no Borrower shall not be entitled to request request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable Commitments; provided, however, provided that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Loans comprising each any Borrowing shall be in an aggregate principal amount which that is (i) an integral multiple of $1,000,000 and not less than $10,000,000 5,000,000 or (or an aggregate principal amount ii) equal to the remaining available balance of the applicable Commitments, as the case may be). (b) Each Subject to Sections 2.08 and 2.15, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans or ABR Loans, as the applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment with respect to make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, provided further that no the Borrower shall not be entitled to request any Borrowing whichthat, if made, would result in an aggregate of more than five separate (5) Eurodollar Loans of any Lender being made to the Borrowers and Borrowings outstanding under this Agreement hereunder at any one time. For purposes of the foregoing, Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Loans. (c) Except as otherwise provided in Section 2.10, each Each Lender shall make each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent in New York, New York, may designate not later than 1:00 p.m., New York City time, and the Administrative Agent shall by 3:00 p.m., New York City time, promptly credit the amounts so received to the general deposit an account of designated by the Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other account as such Borrower may designate in a written notice to the Administrative Agent, applicable Borrowing Request or, if such Loans are a Borrowing shall not made occur on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. . (d) Unless the Administrative Agent shall have received notice from a Lender (i) in the case of a Eurodollar Loan, prior to the date of any Borrowing and (ii) in the case of an ABR Loan prior to 1:00 p.m., New York City time, on the date of any Borrowing, in either case that such Lender will not make available to the Administrative Agent such Lender's ’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c) above and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such the Borrower until to but excluding the date such amount is repaid to the Administrative Agent, Agent at (iA) in the case of such the Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and (iiB) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's ’s Loan as part of such Borrowing for purposes of this Agreement. (d) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Except for Loans deemed made pursuant to Section 2.02(f), the Loans comprising each any Borrowing shall be in an aggregate principal amount which that is (i)(A) with respect to any Eurodollar Borrowing, an integral multiple of $1,000,000 and not less than $10,000,000 5,000,000 or (B) with respect to any ABR Borrowing, an integral multiple of $1,000 and not less than $100,000 or an aggregate principal amount (ii) equal to the remaining available balance of the applicable Commitments, as the case may be). (b) Each Subject to Sections 2.08 and 2.13, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans or ABR Loans, as the applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment with respect to make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that no Borrower the Borrowers shall not be entitled to request any Borrowing whichthat, if made, would result in an aggregate of more than five separate seven Eurodollar Loans of any Lender being made to the Borrowers and Borrowings outstanding under this Agreement hereunder at any one time. For purposes of the foregoing, Loans Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate LoansBorrowings. (c) Except as otherwise provided in Section 2.10, each Each Lender shall make each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent in New York, New York, may designate not later than 1:00 p.m.11:00 a.m., New York City time, and the Administrative Agent shall by 3:00 p.m.12:00 (noon), New York City time, credit the amounts so received to an account in the general deposit account name of the applicable Borrower to which such Loan is to be made maintained with Mellon Bank, N.A., or such other account as the Administrative Agent and designated by such Borrower may designate in a written notice to the Administrative Agent, applicable Borrowing Request or, if such Loans are a Borrowing shall not made occur on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. . (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's ’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c) above and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such the applicable Borrower until the date such amount is repaid to the Administrative Agent, Agent at (i) in the case of such either Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error)Federal Funds Effective Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's ’s Loan as part of such Borrowing for purposes of this Agreement. (de) Notwithstanding any other provision of this Agreement, no (i) neither Borrower shall be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date and (ii) the Trustee shall not be entitled to request any Borrowing on or after the Trust Termination Date. (f) If the Issuing Bank shall not have received from the Trustee or El Paso, as the case may be, the payment required to be made by Section 2.20(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the L/C Disbursement and the Administrative Agent will promptly notify each Lender of such L/C Disbursement and its Applicable Percentage thereof. Each Lender shall pay by wire transfer of immediately available funds to the Administrative Agent not later than 2:00 p.m., New York City time, on such date (or, if such Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 10:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Applicable Percentage of such L/C Disbursement (it being understood that such amount shall be deemed to constitute an ABR Loan of such Lender and such payment shall be deemed to have reduced the L/C Exposure by such amount), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Trustee or El Paso, as the case may be, pursuant to Section 2.20(e) prior to the time that any Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Lender shall not have made its Applicable Percentage of such L/C Disbursement available to the Administrative Agent as provided above, such Lender and the Trustee or El Paso, as the case may be, severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph to but excluding the date such amount is paid, to the Administrative Agent at (i) in the case of the Trustee or El Paso, as the case may be, a rate per annum equal to the interest rate applicable to ABR Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate.

Loans. (a) Each On the terms and subject to the conditions set forth in this Agreement, (i) each Revolving Lender hereby agrees to make advances to or on behalf of the Borrower (individually, a “Revolving Loan” and collectively the “Revolving Loans”) and (ii) the Swingline Lender hereby agrees to make Swingline Loans to or on behalf of the Borrower (individually, a “Swingline Loan” and collectively the “Swingline Loans”) from time to time on any date (each such date on which a Loan is made, an “Loan Date”) during the period from the Effective Date to the end of the Revolving Period; provided that there shall be no more than two (2) Loan Dates during any calendar week (for the avoidance of doubt, a Swingline Refund Date is not in and of itself a Loan Date). The Multicurrency Loans shall be made as part of a Borrowing consisting of Loans made solely by the Multicurrency Lenders ratably and the Dollar Loans shall be made solely by the Dollar Lenders, in each case in accordance with their respective applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other LenderSection 2.2(d). The Swingline Loans comprising each Borrowing shall will only be funded in an aggregate principal amount which is an integral multiple of $1,000,000 and not less than $10,000,000 (or an aggregate principal amount equal to the remaining balance of the applicable Commitments, as the case may be)Dollars. (b) Each Borrowing Term Lender hereby agrees to make advances to or on behalf of the Borrower (individually, a “Term Loan” and collectively the “Term Loans”) on the related Funding Date, pursuant to an Assignment Agreement or on any Conversion Date in each case in an aggregate principal amount at any one time outstanding up to but not exceeding (i) such Term Lender’s Term Commitment and (ii) as to all Term Lenders, the Total Term Commitment at such time. The Multicurrency Loans shall be comprised entirely of Eurodollar made solely by the Multicurrency Lenders and the Dollar Loans or ABR Loansshall be made solely by the Dollar Lenders, as the applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment with respect to any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in each case in accordance with Section 2.2(d). (c) Under no circumstances shall any Lender make a Revolving Loan or a Swingline Loan if, after giving effect to such Loan and any purchase of Eligible Collateral Obligations in connection therewith, (i) an Unmatured Event of Default or an Event of Default would exist, (ii) if immediately after giving effect thereto, a Borrowing Base Deficiency would exist or (iii) the Loans outstanding (using the Applicable Conversion Rate) would exceed the Facility Amount, (iv) the Foreign Currency Loan Amount would exceed the Foreign Currency Sublimit on such day, or (v) a violation of Applicable Law would occur. Subject to the terms of this Agreement. Borrowings of more than one Type , during the Revolving Period, the Borrower may be outstanding at the same time; providedborrow, howeverreborrow, that no Borrower shall be entitled to request any Borrowing which, if made, would result in an aggregate of more than five separate Eurodollar Loans of any Lender being made repay and prepay (subject to the Borrowers and outstanding under this Agreement at any provisions of Section 2.4) one time. For purposes of the foregoing, Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate or more Revolving Loans. (c) Except as otherwise provided in Section 2.10, each Lender shall make each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to the Administrative Agent in New York, New York, not later than 1:00 p.m., New York City time, and the Administrative Agent shall by 3:00 p.m., New York City time, credit the amounts so received to the general deposit account of the Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other account as such Borrower may designate in a written notice to the Administrative Agent, or, if such Loans are not made on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c) and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's Loan as part of such Borrowing for purposes of this Agreement. (d) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Except for Loans deemed made pursuant to Section 2.02(f), the Loans comprising each any Borrowing shall be in an aggregate principal amount which that is (i) an integral multiple of $1,000,000 and not less than $10,000,000 5,000,000 (except with respect to any Incremental Term Borrowing, to the extent otherwise provided in the related Incremental Term Loan Assumption Agreement) or an aggregate principal amount (ii) equal to the remaining available balance of the applicable Commitments, as the case may be). (b) Each Subject to Sections 2.08 and 2.15, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans or ABR Loans, as the applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment with respect to make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that no the Borrower shall not be entitled to request any Borrowing whichthat, if made, would result in an aggregate of more than five separate 10 Eurodollar Loans of any Lender being made to the Borrowers and Borrowings outstanding under this Agreement hereunder at any one time. For purposes of the foregoing, Loans Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate LoansBorrowings. (c) Except as otherwise provided in with respect to Loans deemed made pursuant to Section 2.102.02(f), each Lender shall make each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent in New York, New York, may designate not later than 1:00 2:00 p.m., New York City time, and the Administrative Agent shall by 3:00 p.m., New York City time, promptly credit the amounts so received to an account in the general deposit account name of the Borrower, designated by the Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other account as such Borrower may designate in a written notice to the Administrative Agentapplicable Borrowing Request, or, if such Loans are a Borrowing shall not made occur on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. . (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c) above and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such the Borrower until the date such amount is repaid to the Administrative Agent, Agent at (i) in the case of such the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's Loan as part of such Borrowing for purposes of this Agreement. (de) Notwithstanding any other provision of this Agreement, no the Borrower shall not be entitled to request any Revolving Credit Borrowing if (i) the Interest Period requested with respect thereto would end after the Revolving Credit Maturity DateDate or (ii) any Swingline Loan would be outstanding after giving effect to the use of proceeds of such Borrowing. (f) If the Issuing Bank shall not have received from the Borrower the payment required to be made by Section 2.23(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the L/C Disbursement and the Administrative Agent will promptly notify each Revolving Credit Lender of such L/C Disbursement and its Pro Rata Percentage thereof. Each Revolving Credit Lender shall pay by wire transfer of immediately available funds to the Administrative Agent not later than 2:00 p.m., New York City time, on such date (or, if such Revolving Credit Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 10:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender's Pro Rata Percentage of such L/C Disbursement (it being understood that such amount shall be deemed to constitute an ABR Revolving Loan of such Lender and such payment shall be deemed to have reduced the L/C Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Credit Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Borrower pursuant to Section 2.23(e) prior to the time that any Revolving Credit Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Credit Lender shall not have made its Pro Rata Percentage of such L/C Disbursement available to the Administrative Agent as provided above, such Lender and the Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate.

Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Loans comprising each any Borrowing shall be in an aggregate principal amount which that is an integral multiple of $1,000,000 5,000,000 and not less than $10,000,000 25,000,000 (or an aggregate principal amount equal to the remaining balance of the applicable Available Commitments, as the case may be). (b) Each Borrowing shall be comprised entirely of Eurodollar Loans or ABR Loans, as the applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment with respect to make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that no Borrower shall be entitled to request any Borrowing which, if made, would result in an aggregate of more than five separate Eurodollar Loans of any Lender being made to the Borrowers and outstanding under this Agreement at any one time. For purposes of the foregoing, Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Loans. (c) Except as otherwise provided in Section 2.10Subject to subsection (d) below, each Lender shall make each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to the Administrative Agent in New York, New York, not later than 1:00 p.m.noon, New York City time, and the Administrative Agent shall by 3:00 2:00 p.m., New York City time, credit the amounts so received to the general deposit account of or accounts specified from time to time in one or more notices delivered by the Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other account as such Borrower may designate in a written notice to the Administrative Agent, Agent or, if such Loans are a Borrowing shall not made occur on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. Loans shall be made by the Lenders pro rata in accordance with Section 2.12. Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's ’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph subsection (c) and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower (without waiving any claim against such Lender for such Lender’s failure to make such portion available) severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error)Federal Funds Effective Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's ’s Loan as part of such Borrowing for purposes of this Agreement. (d) Notwithstanding The Borrower may refinance all or any other provision part of any Borrowing with a Borrowing of the same or a different Type, subject to the conditions and limitations set forth in this Agreement, no Borrower . Any Borrowing or part thereof so refinanced shall be entitled deemed to request any be repaid or prepaid in accordance with Section 2.05 or 2.09, as applicable, with the proceeds of a new Borrowing, and the proceeds of the new Borrowing, to the extent they do not exceed the principal amount of the Borrowing if being refinanced, shall not be paid by the Interest Period requested with respect thereto would end after Lenders to the Maturity DateAgent or by the Agent to the Borrower pursuant to subsection (c) above.

Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable Commitments; provided, however, provided that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Except for Loans deemed made pursuant to Section 2.02(f), the Loans comprising each any Borrowing shall be in an aggregate principal amount which that is (i) an integral multiple of $1,000,000 100,000 and not less than $10,000,000 1,000,000 or (or an aggregate principal amount ii) equal to the remaining available balance of the applicable Commitments, as the case may be). (b) Each Subject to Sections 2.02(f), 2.08 and 2.15, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans or ABR Loans, as the applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment with respect to make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that no the Borrower shall not be entitled to request any Borrowing whichthat, if made, would result in an aggregate of more than five separate eight Eurodollar Loans of any Lender being made to the Borrowers and Borrowings outstanding under this Agreement hereunder at any one time. For purposes of the foregoing, Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Loans. (c) Except as otherwise provided in with respect to Loans deemed made pursuant to Section 2.102.02(f), each Lender shall make each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent in New York, New York, may designate not later than 1:00 p.m., New York City time, and the Administrative Agent shall by 3:00 p.m., New York City time, promptly credit the amounts so received to the general deposit an account of designated by the Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other account as such Borrower may designate in a written notice to the Administrative Agent, applicable Borrowing Request or, if such Loans are a Borrowing shall not made occur on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. . (d) Unless the Administrative Agent shall have received notice from a Lender (i) in the case of a Eurodollar Loan, prior to the date of any Borrowing and (ii) in the case of an ABR Loan prior to 1:00 p.m., New York City time, on the date of any Borrowing, in either case that such Lender will not make available to the Administrative Agent such Lender's ’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c) above and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such the Borrower until to but excluding the date such amount is repaid to the Administrative Agent, Agent at (iA) in the case of such the Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and (iiB) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's ’s Loan as part of such Borrowing for purposes of this Agreement. (de) Notwithstanding any other provision of this Agreement, no the Borrower shall not be entitled to request any Eurodollar Revolving Credit Borrowing if the Interest Period requested with respect thereto would end after the Revolving Credit Maturity Date. (f) If the Issuing Bank shall not have received from the Borrower the payment required to be made by Section 2.22(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the L/C Disbursement and the Administrative Agent will promptly notify each Revolving Credit Lender of such L/C Disbursement and its Pro Rata Percentage thereof. Each Revolving Credit Lender shall pay by wire transfer of immediately available funds to the Administrative Agent not later than 2:00 p.m., New York City time, on such date (or, if such Revolving Credit Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 10:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such L/C Disbursement (it being understood that (i) if the conditions precedent to borrowing set forth in Sections 4.01(b) and (c) have been satisfied, such amount shall be deemed to constitute an ABR Revolving Loan of such Lender and, to the extent of such payment, the obligations of the Borrower in respect of such L/C Disbursement shall be discharged and replaced with the resulting ABR Revolving Credit Borrowing and (ii) if such conditions precedent to borrowing have not been satisfied, then any such amount paid by any Revolving Credit Lender shall not constitute a Loan and shall not relieve the Borrower from its obligation to reimburse such L/C Disbursement), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Credit Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Borrower pursuant to Section 2.22(e) prior to the time that any Revolving Credit Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Credit Lender shall not have made its Pro Rata Percentage of such L/C Disbursement available to the Administrative Agent as provided above, such Lender and the Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable to ABR Revolving Loans pursuant to Section 2.06(a) and (ii) in the case of such Lender, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate.

Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Except for Loans deemed made pursuant to Section 2.02(f), the Loans comprising each any Borrowing shall be in an aggregate principal amount which that is (i)(A) with respect to any Eurodollar Borrowing, an integral multiple of $1,000,000 and not less than $10,000,000 5,000,000 or (B) with respect to any ABR Borrowing, an integral multiple of $1,000 and not less than $100,000 or an aggregate principal amount (ii) equal to the remaining available balance of the applicable Commitments, as the case may be). (b) Each Subject to Sections 2.08 and 2.13, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans or ABR Loans, as the applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment with respect to make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, provided that any exercise of such option shall not affect the obligation of the applicable Borrower Borrowers to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that no Borrower the Borrowers shall not be entitled to request any Borrowing whichthat, if made, would result in an aggregate of more than five separate eight (8) Eurodollar Loans of any Lender being made to the Borrowers and Borrowings outstanding under this Agreement hereunder at any one time. For purposes of the foregoing, Loans Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate LoansBorrowings. (c) Except as otherwise provided in Section 2.10, each Each Lender shall make each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent in New York, New York, may designate not later than 1:00 p.m., New York City time, and the Administrative Agent shall by 3:00 2:00 p.m., New York City time, credit the amounts so received to an account in the general deposit account name of the applicable Borrower to which such Loan is to be made maintained with Mellon Bank, N.A., or such other account as the Administrative Agent and designated by such Borrower may designate in a written notice to the Administrative Agent, applicable Borrowing Request or, if such Loans are a Borrowing shall not made occur on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. . (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's ’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c) above and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such the applicable Borrower until the date such amount is repaid to the Administrative Agent, Agent at (i) in the case of such either Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error)Federal Funds Effective Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's ’s Loan as part of such Borrowing for purposes of this Agreement. (de) Notwithstanding any other provision of this Agreement, no (i) neither Borrower shall be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date and (ii) the Trustee shall not be entitled to request any Borrowing on or after the Trust Termination Date. (f) If the Issuing Bank shall not have received from the Trustee or El Paso, as the case may be, the payment required to be made by Section 2.20(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the L/C Disbursement and the Administrative Agent will promptly notify each Lender of such L/C Disbursement and its Applicable Percentage thereof. Each Lender shall pay by wire transfer of immediately available funds to the Administrative Agent not later than 2:00 p.m., New York City time, on such date (or, if such Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 10:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Applicable Percentage of such L/C Disbursement (it being understood that such amount shall be deemed to constitute an ABR Loan of such Lender and such payment shall be deemed to have reduced the L/C Exposure by such amount), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Trustee or El Paso, as the case may be, pursuant to Section 2.20(e) prior to the time that any Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Lender shall not have made its Applicable Percentage of such L/C Disbursement available to the Administrative Agent as provided above, such Lender and the Trustee or El Paso, as the case may be, severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph to but excluding the date such amount is paid, to the Administrative Agent at (i) in the case of the Trustee or El Paso, as the case may be, a rate per annum equal to the interest rate applicable to ABR Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate.

Loans. (a) Each Revolving Credit Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable Commitments; provided, however, that the failure of any Lender to make any Revolving Credit Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Each Competitive Loan shall be made in accordance with the procedures set forth in Section 2.4. The Revolving Credit Loans or Competitive Loans comprising each any Borrowing shall be (i) in the case of Competitive Loans and LIBOR Loans, in an aggregate principal amount which that is an integral multiple of $1,000,000 5,000,000 and not less than $10,000,000 and (ii) in the case of ABR Loans, in an aggregate principal amount that is an integral multiple of $500,000 and not less than $5,000,000 (or if less, an aggregate principal amount equal to the remaining balance of the applicable Commitments, as the case may beavailable Total Commitment). (b) Each Competitive Borrowing shall be comprised entirely of Eurodollar LIBOR Competitive Loans or Fixed Rate Loans, and each Revolving Credit Borrowing shall be comprised entirely of LIBOR Revolving Credit Loans or ABR Loans, as the applicable Borrower may request pursuant to Section 2.032.4 or 2.5, as applicable. Each Lender may at its option fulfill its Commitment with respect to make any LIBOR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this AgreementAgreement and the applicable Note. Borrowings of more than one Interest Rate Type may be outstanding at the same time; provided, however, that no the Borrower shall not be entitled to request any Borrowing whichthat, if made, would result in an aggregate of more than five 9 separate Eurodollar Revolving Credit Loans of any Lender being made to the Borrowers and outstanding under this Agreement hereunder at any one time. For purposes of the foregoingcalculation required by the immediately preceding sentence, LIBOR Revolving Credit Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate LoansLoans and all Loans of a single Interest Rate Type made on a single date shall be considered a single Loan if such Loans have a common Interest Period. (c) Except as otherwise provided in Subject to Section 2.102.6, each Lender shall make each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof by wire transfer making funds available at the offices of immediately available funds the Administrative. Agent's Agent Bank Services Department, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx Xxxxxxx, for credit to the Administrative Agent in New YorkHFS Incorporated Clearing Account, New YorkAccount No. 144812905 (Reference: HFS Incorporated Credit Agreement dated as of October 2, not 1996) no later than 1:00 p.m., P.M. New York City timetime in Federal or other immediately available funds. Upon receipt of the funds to be made available by the Lenders to fund any Borrowing hereunder, and the Administrative Agent shall disburse such funds by 3:00 p.m., New York City time, credit the amounts so received to the general deposit depositing them into an account of the Borrower to which such Loan is to be made maintained with Mellon Bank, N.A., or such other account as such Borrower may designate in a written notice to the Administrative Agent, or, if such . Competitive Loans shall be made by the Lender or Lenders whose Competitive Bids therefor are not made on such date because any condition precedent accepted pursuant to a Borrowing herein specified shall not have been met, return Section 2.4 in the amounts so received to accepted and Revolving Credit Loans shall be made by all the respective Lenders. Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing Lenders pro rata in accordance with Section 2.1 and this paragraph (c) and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's Loan as part of such Borrowing for purposes of this AgreementSection 2.2. (d) Notwithstanding any other provision of this Agreement, no the Borrower shall not be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Loans comprising each Borrowing shall be in an aggregate principal amount which is an integral multiple of the Dollar Equivalent of $1,000,000 and not less than the Dollar Equivalent of $10,000,000 50,000,000 (or an aggregate principal amount equal to the remaining balance of the applicable Commitments, as the case may be). (b) Each Borrowing shall be comprised entirely of Eurodollar LIBOR Loans or ABR Base Rate Loans, as the applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment with respect to any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that no Borrower shall be entitled to request any Borrowing which, if made, would result in an aggregate of more than five separate Eurodollar LIBOR Loans in each currency (Dollars or Euros) of any Lender being made to the Borrowers and outstanding under this Agreement at any one time. For purposes of the foregoing, Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Loans. (c) Except as otherwise provided in Section 2.10, each Each Lender shall make each Loan that is (A) an ABR a Base Rate Loan or (B) a Eurodollar LIBOR Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to the Administrative Agent in New York, New York, not later than 1:00 p.m., New York City time, and the Administrative Agent shall by 3:00 p.m., New York City time, credit the amounts so received to the general deposit account of the Borrower to which such Loan is to be made with Mellon Bank, N.A.The Bank of New York Mellon, or such other account as such Borrower may designate in a written notice to the Administrative Agent, or, if such Loans are not made on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. Unless the Administrative Agent shall have received notice from a Lender prior to the date time of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's ’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c) and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's ’s Loan as part of such Borrowing for purposes of this Agreement. (d) The occurrence of any Lender becoming a Defaulting Lender shall not relieve any other Lender of its obligation to make a Loan or payment on such date but no such other Lender shall be responsible for the failure of any Defaulting Lender to make a Loan or payment required under this Agreement. (e) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Loans. (a) Each Standby Loan shall be made as part of a Borrowing consisting of Standby Loans made by the Lenders ratably in accordance with their respective applicable Available Commitments; provided, however, that the failure of any Lender to make any Standby Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Each Local Currency Loan shall be made as part of a Borrowing consisting of Local Currency Loans comprising each made by the Local Currency Lenders ratably in accordance with the applicable Local Currency Lender Maximum Borrowing Amounts; provided, however, that the failure of any Local Currency Lender to make any Local Currency Loan shall not in itself relieve any other Local Currency Lender of its obligation to lend hereunder (it being understood, however, that no Local Currency Lender shall be responsible for the failure of any other Local Currency Lender to make any Local Currency Loan required to be made by such other Local Currency Lender). Each Competitive Loan shall be made in accordance with the procedures set forth in Section 2.03. Each Borrowing shall be (i) in the case of Competitive Borrowings, in an aggregate principal amount which is an integral multiple of $1,000,000 and not less than $10,000,000 5,000,000; (ii) in the case of Standby Borrowings, in an aggregate principal amount which is an integral multiple of $5,000,000 and not less than $20,000,000 (or an aggregate principal amount equal to (i) the remaining balance of the applicable Commitments, as Available Commitments or (ii) in the case may beof Base Rate Borrowings, the amount required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e)); and (iii) in the case of Local Currency Loans, in an aggregate principal amount which complies with the requirements set forth in the applicable Local Currency Addendum. All Standby Loans and Competitive Loans made pursuant to this Article II shall be denominated in Dollars. (b) Each Competitive Borrowing shall be comprised entirely of Eurodollar Eurocurrency Competitive Loans or ABR Fixed Rate Loans, and each Standby Borrowing shall be comprised entirely of Eurocurrency Standby Loans or Base Rate Loans, as the applicable Borrower may request pursuant to Section 2.032.03 or 2.04, as applicable. Each Lender may at its option fulfill its Commitment with respect to make any Eurocurrency Loan by causing any domestic or foreign branch branch, agency or Affiliate of such Lender to make such Loan; provided, however, provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that no Borrower shall be entitled to request any Borrowing which, if made, would result in an aggregate of more than five separate Eurodollar Loans of any Lender being made to the Borrowers and outstanding under this Agreement at any one time. For purposes of the foregoing, Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Loans. (c) Except as otherwise provided Subject to Section 2.05 and, in Section 2.10the case of any Local Currency Loan, to any alternative procedures set forth in the applicable Local Currency Addendum, each Lender shall make each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to the Administrative Agent in New York, New YorkAgent, not later than 1:00 p.m.12:00 noon, New York City time, and the Administrative Agent shall by 3:00 2:00 p.m., New York City time, credit the amounts so received to the general deposit account of or accounts specified from time to time in one or more notices delivered by the Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other account as such Borrower may designate in a written notice Company to the Administrative Agent, or, if such ; provided that Base Rate Loans are made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e) shall be remitted by the Administrative Agent to the LC Issuer. If a Borrowing shall not made occur on such the proposed date thereof because any condition precedent to a Borrowing herein specified shall not have been met, the Administrative Agent shall return the amounts so received to the respective Lenders. Competitive Loans shall be made by the Lender or Lenders whose Competitive Bids therefor are accepted pursuant to Section 2.03 in the amounts so accepted. Standby Loans and Local Currency Loans shall be made by the Lenders and the Local Currency Lenders, as applicable, pro rata in accordance with Section 2.17. Unless the Administrative Agent shall have received notice from a Lender prior to the date (or, in the case of Base Rate Borrowings, on the date) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's ’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c) and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amountamount in the required currency. If and to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereonthereon in such currency, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent, Agent at (i) in the case of such Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error)funds. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's ’s Loan as part of such Borrowing for purposes of this Agreement. (d) Notwithstanding any other provision of this Agreement, no Borrower Each Competitive Loan shall be entitled to request any Borrowing if a Eurocurrency Competitive Loan or a Fixed Rate Loan. Each Standby Loan shall be a Eurocurrency Standby Loan or a Base Rate Standby Loan. Each Local Currency Loan shall be a Eurocurrency Local Currency Loan or shall bear interest at a rate specified in the Interest Period requested with respect thereto would end after the Maturity Dateapplicable Loan Currency Addendum.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable Commitments; provided, however, provided that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Except for Loans deemed made pursuant to Section 2.02(f), Loans (other than Swingline Loans) comprising each any Borrowing shall be in an aggregate principal amount which that is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $1,000,000 250,000 and not less than $10,000,000 1,000,000, or (or an aggregate principal amount ii) equal to the remaining available balance of the applicable Revolving Commitments, as the case may be). (b) Each Subject to Section 3.01, each Borrowing shall be comprised entirely of Eurodollar Base Rate Loans or ABR Loans, LIBO Rate Loans as the applicable Lead Borrower may request pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment with respect to make any LIBO Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, provided that any exercise of such option shall not affect the obligation of the applicable Borrower Borrowers to repay such Loan in accordance with the terms of this AgreementAgreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01. Borrowings of more than one Type may be outstanding at the same time; provided, however, provided further that no Borrower the Borrowers shall not be entitled to request any Borrowing whichthat, if made, would result in an aggregate of more than five separate Eurodollar ten (10) Borrowings of LIBO Rate Loans of any Lender being made to the Borrowers and outstanding under this Agreement hereunder at any one time. For purposes of the foregoing, Loans Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate LoansBorrowings. (c) Except as otherwise provided in with respect to Loans made pursuant to Section 2.102.02(f), each Lender shall make each Loan that is (Aother than Swingline Loans) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent in New York, New York, may designate not later than 1:00 3:00 p.m., New York City time, and the Administrative Agent shall by 3:00 p.m., New York City time, promptly credit the amounts so received to the general deposit account of the Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other an account as such directed by the Lead Borrower may designate in a written notice to the applicable Notice of Borrowing maintained with the Administrative Agent, Agent or, if such Loans are a Borrowing shall not made occur on such date because any condition precedent to a Borrowing herein specified shall not have been metmet or waived, return the amounts so received to the respective Lenders. . (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's ’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent, Agent at (i) in the case of such the Lead Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's ’s Loan as part of such Borrowing for purposes of this Agreement. (de) Notwithstanding any other provision of this Agreement, no the Lead Borrower shall not be entitled to request request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date. (f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rate.

Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Loans comprising each Borrowing shall be in an aggregate principal amount which is an integral multiple of $1,000,000 and not less than $10,000,000 (or an aggregate principal amount equal to the remaining balance of the applicable Commitments, as the case may be). (b) Each Borrowing shall be comprised entirely of Eurodollar LIBOR Loans or ABR Loans, as the applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment with respect to any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that no Borrower shall be entitled to request any Borrowing which, if made, would result in an aggregate of more than five separate Eurodollar LIBOR Loans of any Lender being made to the Borrowers and outstanding under this Agreement at any one time. For purposes of the foregoing, Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Loans. (c) Except as otherwise provided in Section 2.10, each Each Lender shall make each Loan that is (A) an ABR Loan or (B) a Eurodollar LIBOR Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to the Administrative Agent in New York, New York, not later than 1:00 2:00 p.m., New York City time, and the Administrative Agent shall by 3:00 4:00 p.m., New York City time, credit the amounts so received to the general deposit account of the Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other account as such Borrower may designate in a written notice to the Administrative Agent, or, if such Loans are not made on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. Unless the Administrative Agent shall have received notice from a Lender prior to the date time of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's ’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c) and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's ’s Loan as part of such Borrowing for purposes of this Agreement. (d) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable Commitments; provided, however, provided that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Except for Loans deemed made pursuant to Section 2.18(e), Loans comprising each any Borrowing shall be in an aggregate principal amount which that is (i) an integral multiple of $1,000,000 500,000 and not less than $10,000,000 1,000,000 or (or an aggregate principal amount ii) equal to the remaining available balance of the applicable Commitments, as the case may be). (b) Each Subject to Sections 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans or ABR Loans, as the applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment with respect to make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, provided that no Borrower shall not be entitled to request any Borrowing whichthat, if made, would result in an aggregate of more than five separate ten Eurodollar Loans of any Lender being made to the Borrowers and Borrowings outstanding under this Agreement hereunder at any one time. For purposes of the foregoing, Loans Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate LoansBorrowings. (c) Except as otherwise provided in with respect to Loans made pursuant to Section 2.102.18(e), each Lender shall make each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent in New York, New York, may designate not later than 1:00 p.m., New York City time, and the Administrative Agent shall by 3:00 p.m., New York City time, promptly credit the amounts so received to the general deposit account of the Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other an account as such directed by Borrower may designate in a written notice to the applicable Borrowing Request maintained with the Administrative Agent, Agent or, if such Loans are a Borrowing shall not made occur on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. . (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the applicable Borrower severally agree agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent, Agent at (i) in the case of such Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error)in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's Loan as part of such Borrowing for purposes of this Agreement. (de) Notwithstanding any other provision of this Agreement, no Borrower shall not be entitled to request request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Maturity Date, as applicable.

Loans. Each borrowing under this Section 2.01 (aa “Borrowing”) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Loans comprising each Borrowing shall be in an aggregate principal a minimum amount which is of $100,000 or an integral multiple of $1,000,000 and not less than $10,000,000 (or an aggregate principal amount equal 100,000 above such amount. Subject to the remaining balance of the applicable CommitmentsSection 3.08, as the case may be). (b) Each each Borrowing shall be comprised entirely of Eurodollar Prime Rate Loans or ABR LIBOR Loans, as the applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment with respect to any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with herewith. The Borrower may borrow under the terms Commitment, less the aggregate face amount of this Agreement. Borrowings Letters of more than one Type may be outstanding at Credit issued under the same time; providedLetter of Credit Sublimit, howeveron any Business Day (or for LIBOR Loans, any LIBOR Business Day), provided that no the Borrower shall be entitled to request any Borrowing which, if made, would result in an aggregate of more than five separate Eurodollar Loans of any give the Lender being made to the Borrowers and outstanding under this Agreement at any one time. For purposes of the foregoing, Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Loans. (c) Except as otherwise provided in Section 2.10, each Lender shall make each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to the Administrative Agent in New York, New York, not later than 1:00 p.m., New York City time, and the Administrative Agent shall by 3:00 p.m., New York City time, credit the amounts so received to the general deposit account of the Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other account as such Borrower may designate in a irrevocable written notice to substantially in the Administrative Agent, or, if such Loans are not made on such date because any condition precedent to a Borrowing herein specified shall not have been met, return form of Exhibit A hereto (which notice must be received by the amounts so received to the respective Lenders. Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's portion of such Borrowing12:00 p.m., the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph California time) (c) and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent, at (i1) in the case of Prime Rate Loans, on such Borrowerrequested Borrowing date, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii2) in the case of LIBOR Loans, two (2) LIBOR Business Days prior to the requested Borrowing date, in each case specifying (A) the amount of the proposed Borrowing, (B) the requested date of the Borrowing, (C) whether such LenderBorrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination such Borrowing shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's Loan as part of a Prime Rate Loan) and (D) if such Borrowing for purposes is a LIBOR Loan, the length of this Agreement. (d) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after therefor. Upon satisfaction or waiver of the Maturity Dateapplicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower by crediting the account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borrower.

Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans On the terms and subject to the conditions set forth in this Agreement (including the conditions precedent set forth in Article 4), the Borrower may from time to time on any Business Day during the Revolving Period, request that each Conduit Lender and Committed Lender make an advance (each such advance made by (i) a Class A Lender, a “Class A Loan”, and (ii) a Class B Lender, a “Class B Loan”) in the Lenders ratably in accordance with their respective applicable Commitmentsamount of each such Conduit Lender’s or Committed Lender’s Lender Percentage of the Principal Amount of the Loan requested (each, a “Lender Advance”), to the Borrower on a Funding Date; provided, however, that in the failure case of any Lender to make any request for such Class A Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Loans comprising each Borrowing shall be in an aggregate principal amount which is an integral multiple of $1,000,000 and not less than $10,000,000 (or an aggregate principal amount equal to the remaining balance of the applicable Commitmentsthen current Class A Aggregate Commitment, as the case may be). (b) Each Borrowing shall be comprised entirely of Eurodollar Loans or ABR Loans, as the applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment with respect to any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that no Borrower shall be entitled required to request any Borrowing which, if made, would result the portion of such Class A Loan in an aggregate excess of more than five separate Eurodollar Loans of any Lender being made to the Borrowers and outstanding under this Agreement at any one time. For purposes 20% of the foregoing, Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Loans. (c) Except as otherwise provided in Section 2.10, each Lender shall make each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to the Administrative Agent in New York, New York, then current Class A Aggregate Commitment not later than 1:00 p.m., New York City time, thirty-five (35) days prior to the requested Funding Date; and provided further, however, that, notwithstanding the Administrative requirement above that each request to a Lender for a Lender Advance be in the amount of such Lender’s Lender Percentage of the Principal Amount of the Loan requested, on any Funding Date on or after an increase of the Commitment of the Credit Suisse Lender Group in accordance with Section 2.04, 100% of all requests for Lender Advances shall be made solely to the Credit Suisse Lender Group until such time as, with respect to each Lender Group, the ratio of Loans Outstanding of such Lender Group to the Commitment of such Lender Group shall be equal to that of every other Lender Group; provided further, however, that, notwithstanding the requirement above that each request to a Lender for a Lender Advance be in the amount of such Lender’s Lender Percentage of the Principal Amount of the Loan requested, with respect to any such requests made to Lenders in the Credit Suisse Lender Group, the Credit Suisse Agent, as Agent for the Credit Suisse Lender Group, shall by 3:00 have the right to reallocate the aggregate amount of such requests among the Lenders in the Credit Suisse Lender Group in its discretion. (b) No later than 12:00 p.m., New York City time, credit the amounts so received two Business Days prior to the general deposit account of a proposed Funding Date, the Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other account as such Borrower may designate in a written notice to shall notify the Administrative Agent, or, if the Agents and the Lenders of such Loans are not made on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available proposed Funding Date and Loan by delivering to the Administrative Agent such Lender's portion of such Borrowingand the Agents (with a copy to the Account Bank): (i) a Funding Request, which will include, among other things, the Administrative Agent may assume that such Lender has made such portion available proposed Funding Date, a calculation of the Class A Borrowing Base and the Total Borrowing Base (calculated as of the previous Determination Date or, with respect to the Administrative Agent initial Funding Date or any Receivables added or to be added to the Collateral following such Determination Date, but prior to or on such date of determination, the related Cutoff Date), each as of the date the Loan is requested and the Principal Amount of such Borrowing the Class A Loan and Class B Loan requested, which shall be in accordance an amount at least equal to $1,000,000 or integral multiples of $100,000 in excess thereof; and (ii) an updated Schedule of Receivables that includes each Receivable, if any, that is to be purchased by the Borrower with this paragraph the proceeds of the proposed Loan. (c) and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have made such portion available to Following receipt by the Administrative Agent, such Lender the Agents and the applicable Borrower severally agree to repay Lenders of a Funding Request, and prior to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent, at Revolving Period Termination Date (i) each Conduit Lender (if any) may, in its sole discretion, make its Lender Advance of any Loan requested by the case of such BorrowerBorrower pursuant to Section 2.01(b), the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such each Committed Lender, a rate determined to the extent not made by the Administrative Agent Conduit Lender in its Lender Group (if any), severally agrees to represent make its cost Lender Advance of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay any Loan requested by the Borrower, in each case, subject to the Administrative Agent such corresponding amountconditions contained herein, such in an aggregate amount shall constitute such Lender's equal to the Loan as part of such Borrowing for purposes of this Agreementso requested. (d) Notwithstanding In no event shall: (i) a Committed Lender be required on any other provision of this Agreement, no Borrower shall be entitled date to request any Borrowing if fund a Principal Amount that would cause the Interest Period requested Loans Outstanding with respect thereto to such Committed Lender’s Lender Group, as determined after giving effect to such funding, to exceed such Committed Lender’s Commitment; (ii) any Loan be requested hereunder, nor shall any Lender be obligated to fund its Lender Advance of any Loan, to the extent that after giving effect to such Loan, the Loans Outstanding that are Class A Loans would end after exceed the Maturity Class A Borrowing Base or the Loans Outstanding would exceed the Total Borrowing Base (each calculated as of the previous Determination Date or, with respect to any Receivables added or to be added to the Collateral following such Determination Date, but prior to or on such date of determination, the related Cutoff Date); and (iii) the Principal Amount of the Loans made on any Funding Date exceed the Available Amount on such day.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Except for Loans deemed made pursuant to Section 2.02(f), Loans comprising each any Borrowing shall be in an aggregate principal amount which that is (i) an integral multiple of $1,000,000 250,000 and not less than $10,000,000 1.0 million or (or an aggregate principal amount ii) equal to the remaining available balance of the applicable Commitments, as the case may be). (b) Each Subject to Sections 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans or ABR Loans, as the applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment with respect to make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan, so long as such option does not result in increased costs to Borrower; provided, however, provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that no Borrower shall not be entitled to request any Borrowing whichthat, if made, would result in an aggregate of more than five separate ten Eurodollar Loans of any Lender being made to the Borrowers and Borrowings outstanding under this Agreement hereunder at any one time. For purposes of the foregoing, Loans Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate LoansBorrowings. (c) Except as otherwise provided in with respect to Loans made pursuant to Section 2.102.02(f), each Lender shall make each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent in New York, New York, may designate not later than 1:00 p.m.11:00 a.m., New York City time, and the Administrative Agent shall by 3:00 p.m., New York City time, promptly credit the amounts so received to the general deposit account of the Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other an account as such directed by Borrower may designate in a written notice to the applicable Borrowing Request maintained with the Administrative Agent, Agent or, if such Loans are a Borrowing shall not made occur on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. . (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's ’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent, Agent at (i) in the case of such Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's ’s Loan as part of such Borrowing for purposes of this Agreement. (de) Notwithstanding any other provision of this Agreement, no Borrower shall not be entitled to request request, or to elect to convert or continue, any Borrowing constituting Revolving Loans or Term B Loans if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Maturity Date, as the case may be. (f) If the Issuing Bank shall not have received from Borrower the payment required to be made by Section 2.18(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute an ABR Revolving Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from Borrower pursuant to Section 2.18(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate.

Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Loans comprising each any Borrowing shall be in an aggregate principal amount which that is (i) an integral multiple of $1,000,000 and not less than $10,000,000 5,000,000 (except, with respect to any Borrowing of Incremental Loans, to the extent otherwise provided in the related Incremental Loan Assumption Agreement and with respect to any Refinancing Loan, to the extent otherwise provided in the related Refinancing Amendment) or an aggregate principal amount (ii) equal to the remaining available balance of the applicable Commitments, as the case may be). (b) Each Subject to Sections 2.07 and 2.14, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans or ABR Loans, as the applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment with respect to make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that no the Borrower shall not be entitled to request any Borrowing whichthat, if made, would result in an aggregate of more than five separate ten Eurodollar Loans of any Lender being made to the Borrowers and Borrowings outstanding under this Agreement hereunder at any one time. For purposes of the foregoing, Loans Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate LoansBorrowings. (c) Except as otherwise provided in Section 2.10, each Each Lender shall make each Loan that is (A) an ABR Loan, Refinancing Loan or (B) a Eurodollar Loan, Incremental Loan to be made by it hereunder on the Closing Date or the proposed date thereof of Borrowing thereof, as applicable, by wire transfer of immediately available funds to such account in New York City as the Administrative Agent in New York, New York, may designate not later than 1:00 p.m.9:00 a.m., New York City time, and the Administrative Agent shall by 3:00 p.m., New York City time, credit promptly wire transfer the amounts so received to the general deposit account of in accordance with instructions received from the Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other account as such Borrower may designate in a written notice to the Administrative Agent, applicable Borrowing Request or, if such Loans are a Borrowing shall not made occur on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. . (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's ’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (cSection 2.02(c) and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such the Borrower until to but excluding the date such amount is repaid to the Administrative Agent, Agent at (i) in the case of such the Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's ’s Loan as part of such Borrowing for purposes of this Agreement. (d) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable CommitmentsCommitments as set forth in Section 2.01; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Loans comprising each Borrowing shall be in an aggregate principal amount which is an integral multiple of $1,000,000 and not less than $10,000,000 (or an aggregate principal amount equal to the remaining balance of the applicable Commitments, as the case may be). (b) Each Subject to Sections 2.08 and 2.15, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans or ABR Loans, as the applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment with respect to make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that no Borrower shall be entitled to request any Borrowing which, if made, would result in an aggregate of more than five separate Eurodollar Loans of any Lender being made to the Borrowers and outstanding under this Agreement at any one time. For purposes of the foregoing, Loans Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate LoansBorrowings. (c) Except as otherwise provided in Section 2.10, each Each Lender shall make each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent in New York, New York, may designate not later than 1:00 2:00 p.m., New York City time, and the Administrative Agent shall by 3:00 p.m., New York City time, promptly credit the amounts so received in accordance with the instructions provided to the general deposit account of the Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other account as such Borrower may designate in a written notice to (and reasonably acceptable to) the Administrative Agent, or, if such Loans are not made on such date because any condition precedent to a Borrowing herein specified shall not have been met, return Agent by the amounts so received to the respective Lenders. Borrower. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any proposed Borrowing that such Lender will not make available to the Administrative Agent such Lender's ’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (cparagraph(c) above and the Administrative Agent may, but shall not be obligated to, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and the Administrative Agent shall have so made funds available then, to the extent that such any Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such the Borrower until to but excluding the date such amount is repaid to the Administrative Agent, Agent at (i) in the case of such Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall not repay to the Administrative Agent such corresponding amount within three Business Days after demand by the Administrative Agent, then the Administrative Agent shall be entitled to recover such amount with interest thereon at the rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing, on demand, from the Borrower. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's ’s Loan as part of such Borrowing for purposes of this Agreement. (d) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Loans. (a) Each Term Loan and each Revolving Loan shall be made as part of a Borrowing consisting of Loans made ratably by the Lenders ratably in accordance with their respective applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Loans comprising each Borrowing shall be in an aggregate principal amount which is an integral multiple of $1,000,000 and not less than $10,000,000 (or an aggregate principal amount equal to the remaining balance of the applicable Commitments, as the case may be). (b) Each Term Borrowing and each Revolving Borrowing denominated in US Dollars shall be comprised entirely of Eurodollar LIBOR Loans, NIBOR Loans or ABR Loans, as ; each Revolving Borrowing denominated in a Committed Foreign Currency shall be comprised entirely of LIBOR Loans; and each Swingline Loan shall be an ABR Loan or a Loan bearing interest at another rate agreed upon in writing by the applicable Borrower may request pursuant to Section 2.03and the Swingline Lender at the time such Loan is made. Each Lender may at its option fulfill its Commitment with respect to make any LIBOR Loan or NIBOR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement; provided further, that if the designation of any such foreign branch or Affiliate shall result in any costs or reductions which would not otherwise have been applicable and for which such Lender would, but for this proviso, be entitled to request compensation under Section 2.15 or Section 2.23(b), such Lender shall not be entitled to request such compensation unless it shall in good faith have determined such designation to be necessary or advisable to avoid any material disadvantage to it. Borrowings of more than one Type may be outstanding under either Class of Commitments at the same time; provided, however, that no Borrower shall be entitled to request any Borrowing whichthat, if made, would result in an aggregate of more than five 15 separate Eurodollar Loans of any Lender Borrowings being made to the Borrowers and outstanding under this Agreement hereunder at any one time. For purposes of the foregoing, Loans Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate LoansBorrowings. Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan (and in the case of an Affiliate, the provisions of Sections 2.15, 2.16, 2.17, 2.21 and 2.23 shall apply to such Affiliate to the same extent as to such Lender); provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. (c) Except as otherwise provided in Section 2.10, At the commencement of each Lender shall make each Loan that is (A) an ABR Loan Interest Period for any LIBOR or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to the Administrative Agent in New York, New York, not later than 1:00 p.m., New York City time, and the Administrative Agent shall by 3:00 p.m., New York City time, credit the amounts so received to the general deposit account of the Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other account as such Borrower may designate in a written notice to the Administrative Agent, or, if such Loans are not made on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's portion of such NIBOR Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c) and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent, at be (i) in the case of such Borrowera Revolving Borrowing or Term Borrowing, in an aggregate principal amount that is an integral multiple of the interest rate applicable at Borrowing Multiple and not less than the time to the Loans comprising such Borrowing Minimum and (ii) in the case of such Lendera Swingline Loan, a rate determined by in an aggregate principal amount that is an integral multiple of US$500,000 and not less than US$1,000,000; provided that the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall Loans comprising an ABR Revolving Borrowing may be conclusive absent manifest error). If such Lender shall repay in an aggregate principal amount that is equal to the Administrative Agent such corresponding amount, such remaining unused amount shall constitute such Lender's Loan of the Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as part of such Borrowing for purposes of this Agreementcontemplated by Section 2.05(e). (d) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Loans comprising each any Borrowing shall be in an aggregate principal amount which that is an integral multiple of $1,000,000 and not less than $10,000,000 5,000,000 (or an aggregate principal amount equal to the remaining balance of the applicable available Commitments, as the case may be). (b) Each Borrowing shall be comprised entirely of Eurodollar Loans or ABR Loans, as the applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment with respect to make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that no Borrower shall be entitled to request any Borrowing which, if made, would result in an aggregate of more than five separate Eurodollar Loans of any Lender being made to the Borrowers and outstanding under this Agreement at any one time. For purposes of the foregoing, Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Loans. (c) Except as otherwise provided in Section 2.10Subject to paragraph (d) below, each Lender shall make each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to the Administrative Agent in New York, New York, not later than 1:00 p.m.noon, New York City time, and the Administrative Agent shall by 3:00 2:00 p.m., New York City time, credit the amounts so received to the general deposit account of or accounts specified from time to time in one or more notices delivered by the Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other account as such Borrower may designate in a written notice to the Administrative Agent, Agent or, if such Loans are a Borrowing shall not made occur on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. Unless Loans shall be made by the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing Lenders pro rata in accordance with this paragraph (c) and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's Loan as part of such Borrowing for purposes of this Agreement. (d) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.Section

Loans. (a) Each Standby Loan shall be made as part of a Borrowing consisting of Standby Loans made by the Lenders ratably in accordance with their respective applicable Available Commitments; provided, however, that the failure of any Lender to make any Standby Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Each Competitive Loan shall be made in accordance with the procedures set forth in Section 2.03. The Loans comprising each any Borrowing shall be (i) in the case of Competitive Loans, in an aggregate principal amount which that is an integral multiple of $1,000,000 and not less than $10,000,000 5,000,000 and (ii) in the case of Standby Loans, in an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000 (or an aggregate principal amount equal to the remaining balance of the applicable Available Commitments, as the case may be). All Loans shall be made in Dollars. (b) Each Competitive Borrowing shall be comprised entirely of Eurodollar Competitive Loans or Fixed Rate Loans and each Standby Borrowing shall be comprised entirely of Eurodollar Standby Loans or ABR Loans, as the applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment with respect to make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that no Borrower shall be entitled to request any Borrowing which, if made, would result in an aggregate of more than five 15 separate Eurodollar Standby Loans of any Lender being made to the Borrowers and outstanding under this Agreement at any one time. For purposes of the foregoing, Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Loans. (c) Except as otherwise provided in Subject to Section 2.102.06, each Lender shall make each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to the Administrative Agent in New York, New York, not later than 1:00 p.m.12:00 noon, New York City time, and the Administrative Agent shall by 3:00 2:00 p.m., New York City time, credit the amounts so received to the general deposit account of or accounts specified from time to time in one or more notices delivered by the Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other account as such Borrower may designate in a written notice Company to the Administrative Agent, Agent or, if such Loans are a Borrowing shall not made occur on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. Unless Competitive Loans shall be made by the Administrative Agent Lender or Lenders whose Competitive Bids therefor are accepted pursuant to Section 2.03 in the amounts so accepted. Standby Loans shall have received notice from a Lender prior to be made by the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing Lenders pro rata in accordance with this paragraph (c) and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's Loan as part of such Borrowing for purposes of this AgreementSection 2. (d) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Loans. (a) Each Revolving Credit Loan shall be made as part of a Borrowing consisting of Revolving Credit Loans made by the Lenders ratably in accordance with their respective applicable Revolving Credit Commitments; provided, however, that the failure of any Lender to make any Revolving Credit Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Revolving Credit Loan required to be made by such other Lender). The Revolving Credit Loans comprising each any Borrowing shall be in an aggregate principal amount which is an integral multiple of $1,000,000 and not less than $10,000,000 (or an aggregate principal amount equal to the remaining balance of the applicable available Total Revolving Credit Commitments, as the case may be). (b) Each Borrowing shall be comprised entirely of Eurodollar Loans or ABR Loans, as the applicable Borrower may request pursuant to Section 2.032.04. Each Lender may at its option fulfill its Commitment with respect to make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Eurodollar Loan; provided, however, provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Eurodollar Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that no the Borrower shall not be entitled to request any Borrowing which, if made, would result in an aggregate of more than five 25 separate Borrowings comprised of Eurodollar Loans of any Lender being made to the Borrowers and outstanding under this Agreement hereunder at any one time. For purposes of the foregoing, Revolving Credit Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Revolving Credit Loans. (c) Except as otherwise provided in Subject to Section 2.102.05, each Lender shall make each Revolving Credit Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to the Administrative Paying Agent in New York, New York, not later than 1:00 p.m.12:00 noon, New York City time, and the Administrative Paying Agent shall by 3:00 p.m., New York City time, credit the amounts so received to the general deposit account of the Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other account as such Borrower may designate in a written notice to the Administrative Agent, Paying Agent or, if such Loans are a Borrowing shall not made occur on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. Unless Revolving Credit Loans shall be made by the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing Lenders pro rata in accordance with this paragraph (c) and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's Loan as part of such Borrowing for purposes of this AgreementSection 2. (d) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable Commitments; provided, however, provided that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Loans comprising each any Borrowing shall be in an aggregate principal amount which that is (i) an integral multiple of $1,000,000 and not less than $10,000,000 5,000,000 or (or an aggregate principal amount ii) equal to the remaining available balance of the applicable Term Loan Commitments, as the case may be). (b) Each Subject to Sections 2.08 and 2.15, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans or ABR Loans, as the applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment with respect to make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, provided that no the Borrower shall not be entitled to request any Borrowing whichthat, if made, would result in an aggregate of more than five separate Eurodollar Loans of any Lender being made to the Borrowers and Borrowings outstanding under this Agreement hereunder at any one time. For purposes of the foregoing, Loans Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate LoansBorrowings. (c) Except as otherwise provided in Section 2.10, each Each Lender shall make each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account as the Administrative Agent in New York, New York, may designate not later than 1:00 p.m., New York City time, and upon receipt of all requested funds, the Administrative Agent shall by 3:00 p.m., New York City time, credit promptly wire the amounts so received to the general deposit an account of designated by the Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other account as such Borrower may designate in a written notice to the Administrative Agent, applicable Borrowing Request or, if such Loans are a Borrowing shall not made occur on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. . (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's ’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph clause (c) above and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such the Borrower until to the date such amount is repaid to the Administrative Agent, Agent at (i) in the case of such the Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's ’s Loan as part of such Borrowing for purposes of this Agreement. (d) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Loans. (a) Each Loan shall be made as part Upon (x) receipt by the Administrative Agent of a Borrowing consisting Request, which in the case of a Eurodollar Loan to be made on the Closing Date or any Incremental Loan Closing Date, as applicable, shall be delivered by the Borrower not later than 12:00 (noon), New York City time, three Business Days before the Closing Date or such Incremental Loan Closing Date, as applicable, and in the case of an ABR Loan to be made on the Closing Date or any Incremental Loan Closing Date, as applicable, not later than 12:00 (noon), New York City time, one Business Day before the Closing Date or such Incremental Loan Closing Date, as applicable, and (y) except in the case of Incremental Loans, satisfaction of the conditions set forth in Section 4.01, the Loans shall be made by the Lenders ratably in accordance with their respective applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Loans comprising each Borrowing shall be in an aggregate principal amount which is an integral multiple of $1,000,000 and not less than $10,000,000 (or an aggregate principal amount equal to the remaining balance of the applicable Commitments, as the case may be). (b) Each Borrowing shall be comprised entirely of Eurodollar Loans or ABR Loans, as the applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment with respect to make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that no Borrower shall be entitled to request any Borrowing which, if made, would result in an aggregate of more than five separate Eurodollar Loans of any Lender being made to the Borrowers and outstanding under this Agreement at any one time. For purposes of the foregoing, Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Loans. (c) Except as otherwise provided in Section 2.10, each Each Lender shall make each the Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof Closing Date or any Incremental Loan Closing Date, as applicable, by wire transfer of immediately available funds to such account in New York City as the Administrative Agent in New York, New York, may designate not later than 1:00 2:00 p.m., New York City time, and the Administrative Agent shall by 3:00 p.m., New York City time, promptly credit the amounts so received to the general deposit an account of designated by the Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other account as such Borrower may designate in a written notice to the Administrative Agent, or, if such Loans are not made on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. Request. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of Closing Date or any Borrowing Incremental Loan Closing Date, as applicable, that such Lender will not make available to the Administrative Agent such Lender's portion of such Borrowing’s Loan, the Administrative Agent may assume that such Lender has made such portion Loan available to the Administrative Agent on the date of Closing Date or such Borrowing Incremental Loan Closing Date, as applicable, in accordance with this paragraph (c) above and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion Loan available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such the Borrower until to but excluding the date such amount is repaid to the Administrative Agent, Agent at (i) in the case of such the Borrower, a rate per annum equal to the interest rate applicable at the time to the such Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-short term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's ’s Loan as part of such Borrowing for purposes of this Agreement. (d) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Loans. (a) Subject to the terms and conditions set forth in this Agreement, on the Closing Date, each Bank severally agrees to make loans (each a “Loan” and collectively the “Loans”) to the Borrower in Dollars in a single drawing on the Closing Date. Each Loan under this Section 2.01(a) which is a Base Rate Loan shall be made as part for an aggregate principal amount of at least $500,000. Each Loan under this Section 2.01(a) which is a Borrowing consisting LIBOR Loan shall be for an aggregate principal amount of at least $2,500,000. The aggregate principal amount of Loans made by which each Bank shall be required to have outstanding under this Agreement as of any date shall not exceed the Lenders ratably in accordance with their respective applicable Commitmentsamount of such Bank’s Commitment; provided, however, that in no event shall (i) the aggregate Loans exceed the aggregate Commitments of all of the Banks as of such date or (ii) the Loans of any Bank exceed such Bank’s Commitment. Each Loan under this Section 2.01 shall be made from the Banks severally and ratably in proportion to their respective Pro Rata Shares with respect to the Commitments. Within the foregoing limits, the Borrower may prepay under Section 2.08 at any time. Amounts repaid or prepaid in respect of Loans may not be reborrowed. All Loans not paid prior to the Maturity Date, together with all accrued and unpaid interest thereon and all fees and other amounts owing by the Borrower to the Administrative Agent and/or any Bank with respect thereto, shall be due and payable on the Maturity Date. The failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender Bank to make any Loan required to be made by such other Lender). The Loans comprising each Borrowing shall be in an aggregate principal amount which is an integral multiple of $1,000,000 and not less than $10,000,000 (or an aggregate principal amount equal to the remaining balance of the applicable Commitments, as the case may be). (b) Each Borrowing shall be comprised entirely of Eurodollar Loans or ABR Loans, as the applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment with respect to any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that no Borrower shall be entitled to request any Borrowing which, if made, would result in an aggregate of more than five separate Eurodollar Loans of any Lender being made to the Borrowers and outstanding under this Agreement at shall not release any one timeother Bank from its obligation to make Loans as provided herein. For purposes The Commitment of each Bank shall immediately and automatically terminate upon the foregoing, Loans having different Interest Periods, regardless earlier of whether they commence on the same date, shall be considered separate Loans. (ci) Except as otherwise provided in Section 2.10, each Lender shall make each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to the Administrative Agent in New York, New York, not later than 1:00 p.m., New York City time, and the Administrative Agent shall by 3:00 p.m., New York City time, credit the amounts so received to the general deposit account of the Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other account as such Borrower may designate in a written notice to the Administrative Agent, or, if such Loans are not made on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c) and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing Closing Date and (ii) in the case making of the Loans pursuant to this Section. (b) If the total Commitments of all of the Banks on any date should be less than the aggregate Loans of the Banks outstanding on such Lenderdate (after giving effect to any concurrent termination or reduction thereof), a rate determined the Borrower shall be automatically required (without demand or notice of any kind by the Administrative Agent or any Bank, all of which are hereby expressly waived by the Borrower) to represent its cost immediately repay the outstanding principal amount of overnight the Loans in an amount sufficient to reduce the aggregate principal amount of outstanding Loans to an amount equal to or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to less than the Administrative Agent such corresponding amount, such amount shall constitute such Lender's Loan as part total Commitments of such Borrowing for purposes all of this Agreementthe Banks. (d) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Loans comprising each any Borrowing shall be (i) in the case of a Eurodollar Borrowing, in an aggregate principal amount which that is not less than $1,000,000 and an integral multiple of $1,000,000 and or (ii) in the case of an ABR Borrowing, in an aggregate principal amount that is not less than $10,000,000 (or 1,000,000 and an aggregate principal amount equal to the remaining balance integral multiple of the applicable Commitments, as the case may be)$1,000,000. (b) Each Subject to Section 2.08, (i) each Borrowing shall be comprised entirely of Eurodollar ABR Loans or ABR Eurodollar Loans, as the applicable Borrower may request pursuant to Section 2.032.03 or as otherwise may be provided in this Agreement. Each Lender may at its option fulfill its Commitment with respect to any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, that any exercise of any such option shall not (A) affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this AgreementAgreement or (B) require any reimbursement or other payment to be made to such Lender or its Affiliates pursuant to Section 2.19 in an amount in excess of the amounts that would have been payable thereunder to such Lender had such Lender not exercised such option. Borrowings of more than one Type may be outstanding at the same time; provided, however, that no the Borrower shall not be entitled to request any Borrowing whichthat, if made, would result in an aggregate of more than five fifteen separate Eurodollar Loans of any Lender being made to the Borrowers and outstanding under this Agreement hereunder at any one time. For purposes of the foregoing, Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Loans. (c) Except as otherwise provided in Section 2.10, each Each Lender shall make a Loan in the amount of its pro rata portion, as determined under Section 2.16, of each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it Borrowing hereunder on the proposed date thereof by wire transfer of immediately available funds to the Administrative Agent in New York, New York, not later than 1:00 2:00 p.m., New York City time, to the account of the Administrative Agent most recently designated by such agent for such purpose, and the Administrative Agent shall by 3:00 p.m., New York City time, promptly credit the amounts so received to the general deposit account of the Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other account as such Borrower may designate in a written notice to the Administrative Agent, or, if such Loans are a Borrowing shall not made occur on such date because any condition precedent to a Borrowing specified herein specified shall not have been met, return the amounts so received to the respective Lenders. Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing (or, in the case of an ABR Borrowing, prior to 2:00 p.m., New York City time, on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender's ’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c) ), and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount amount, together with interest thereon, thereon for each day from the date such amount is made available to such the Borrower until the date such amount is repaid to the Administrative Agent, Agent at (i) in the case of such the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error)Federal Funds Effective Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall be deemed to constitute such Lender's ’s Loan as part of such Borrowing for purposes of this Agreement. (d) Notwithstanding any other provision of this Agreement, no the Borrower shall not be entitled to request any Borrowing if the Interest Period requested with respect thereto to any Borrowing that would end after the Term Loan Maturity Date or Incremental Term Loan Maturity Date, as applicable.

Loans. (a) Each Upon and subject to the terms and conditions set forth herein, each Lender agrees to, severally, but not jointly, make available, from time to time, until the Commitment Termination Date, for Borrower's use and upon the request of Borrower therefor, advances (each, a "Revolving Credit Advance") in aggregate amounts equal to such Lenders' Commitment Percentage of each such Loan shall be made as part requested or deemed requested hereunder up to an aggregate amount at any one time outstanding equal to such Lender's Commitment Percentage of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable CommitmentsMaximum Revolving Credit Loan; providedPROVIDED, howeverHOWEVER, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Loans comprising each Borrowing shall be in an aggregate principal amount which is an integral multiple of $1,000,000 all outstanding Revolving Credit Loans (after giving effect to the Loans requested) shall not at any given time exceed the Revolving Credit Borrowing Availability. Until all amounts outstanding in respect of the Revolving Credit Loans shall become due and not less than $10,000,000 payable on the Commitment Termination Date, but subject to the terms and conditions hereof, Borrower may from time to time borrow, repay and reborrow under this SECTION 1.2(A). Each request for a Revolving Credit Advance shall be given in writing (by telecopy, hand delivery, or United States mail) by Borrower to Agent at the General Electric Capital Corporation, 0000 Xxxxxxxxx Xxxx, XX, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000, Attention: Xx. Xxxx Xxxxxxxxx (or an aggregate principal such other person or address as Agent may designate to Borrower in writing), Fax No. (000) 000-0000, given no later than 12:00 p.m. (Atlanta time) on the Business Day of the proposed Revolving Credit Advance. Each such notice (a "Notice of Revolving Credit Advance") shall be substantially in the form attached hereto as Exhibit J hereto, specifying therein the requested date, the amount equal of such Revolving Credit Advance, whether it will be a Prime Rate Option Advance or LIBOR Option Advance and such other information as may be required by Agent. Agent shall be entitled to rely upon and shall be fully protected under this Agreement in relying upon any Notice of Revolving Credit Advance believed by Agent to be genuine and in assuming that the persons executing and delivering the same were duly authorized unless the responsible individual acting thereon for Agent shall have actual knowledge to the remaining balance of the applicable Commitments, as the case may be)contrary. (b) Each Borrowing shall be comprised entirely of Eurodollar Lender's Revolving Credit Loans or ABR Loans, as and the applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment with respect to any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, that any exercise of such option shall not affect the Borrower's obligation of the applicable Borrower to repay such Loan in accordance Revolving Credit Loans shall also be evidenced by a Revolving Credit Note payable to the order of such Lender. The date and amount of each Revolving Credit Advance and each payment of principal with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that no Borrower respect thereto shall be entitled to request any Borrowing whichrecorded on the books and records of each such Lender, if made, would result in an aggregate of more than five separate Eurodollar Loans of any Lender being made to the Borrowers which books and outstanding under this Agreement at any one time. For purposes records shall constitute PRIMA FACIE evidence of the foregoing, Loans having different Interest Periods, regardless accuracy of whether they commence the information therein recorded. The entire unpaid balance of the Revolving Credit Loan shall be immediately due and payable on the same date, shall be considered separate LoansCommitment Termination Date. (c) Except as otherwise provided Subject to the provisions of SECTION 10.8, Agent shall promptly notify Lenders of any notice of borrowing given or deemed given pursuant to this SECTION 1.2 by 2:00 p.m. (Atlanta time) on the proposed borrowing date with respect to any Prime Rate Option Advance and within a reasonable time after receipt from Borrower of a notice of borrowing with respect to a LIBOR Advance. The notice from Agent to Lenders shall set forth the information contained in Section 2.10Borrower's Notice of Revolving Credit Advance. Not later than 3:30 p.m. (Atlanta time) on the proposed borrowing date, each Lender shall will make each Loan that is (A) available to Agent, for the account of Borrower, at Agent's Office in funds immediately available to Agent, an ABR Loan or (B) a Eurodollar Loan, amount equal to such Lender's Commitment Percentage of the Revolving Credit Loans to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to the Administrative Agent in New York, New York, not later than 1:00 p.m., New York City time, and the Administrative Agent shall by 3:00 p.m., New York City time, credit the amounts so received to the general deposit account of the Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other account as such Borrower may designate in a written notice to the Administrative Agent, or, if such Loans are not made on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c) and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's Loan as part of such Borrowing for purposes of this Agreementborrowing date. (d) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable Refinancing Loan Commitments or Additional Loan Commitments, as applicable; providedPROVIDED, howeverHOWEVER, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Except for Loans deemed made pursuant to Section 2.02(f), the Loans comprising each any Borrowing shall be in an aggregate principal amount which that is (i) an integral multiple of $1,000,000 and not less than $10,000,000 5,000,000 or (or an aggregate principal amount ii) equal to the remaining available balance of the applicable Commitments, as the case may be). (b) Each Subject to Sections 2.08 and 2.14, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans or ABR Loans, as the applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment with respect to make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, PROVIDED that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; providedPROVIDED, howeverHOWEVER, that no Borrower the Borrowers shall not be entitled to request any Borrowing whichthat, if made, would result in an aggregate of more than five separate Eurodollar Loans of any Lender being made to the Borrowers and Borrowings outstanding under this Agreement hereunder at any one time. For purposes of the foregoing, Loans only Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate LoansBorrowings. (c) Except as otherwise provided with respect to Loans made pursuant to Section 2.02(f) and subject to Section 4.03(d) in Section 2.10the case of certain Additional Revolving Facility Borrowings, each Lender shall make each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent in New York, New York, may designate not later than 1:00 p.m.11:00 a.m., New York City time, and the Administrative Agent shall by 3:00 p.m.12:00 (noon), New York City time, credit the amounts so received to a domestic account designated in the general deposit applicable Borrowing Request (PROVIDED that such designated account shall be an account of the a Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other account as such Borrower may designate in a written notice to the Administrative Agent, Guarantor) or, if such Loans are a Borrowing shall not made occur on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. Unless . (d) Subject to Section 4.03(d) in the case of certain Additional Revolving Facility Borrowings, unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent, Agent at (i) in the case of such any Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's Loan as part of such Borrowing for purposes of this Agreement. (de) Notwithstanding any other provision of this Agreement, no Borrower the Borrowers shall not be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Refinancing Revolving Facility Maturity Date or the Additional Revolving Facility Maturity Date, as applicable. (f) If an Issuing Bank shall not have received from the applicable Borrower any payment required to be made to such Issuing Bank by Section 2.21(e) within the time specified in such Section, such Issuing Bank will promptly notify the Administrative Agent of the L/C Disbursement and the Administrative Agent will promptly notify each Refinancing Facility Lender of such L/C Disbursement and its Pro Rata Percentage thereof. Each Refinancing Facility Lender shall pay by wire transfer of immediately available funds to the Administrative Agent not later than 2:00 p.m., New York City time, on such date (or, if such Refinancing Facility Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 10:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender's Pro Rata Percentage of such L/C Disbursement (it being understood that such amount shall be deemed to constitute an ABR Loan that is a Refinancing Revolving Loan of such Lender and such payment shall be deemed to have reduced the L/C Exposure), and the Administrative Agent will promptly pay to such Issuing Bank amounts so received by it from the Refinancing Facility Lenders. The Administrative Agent will promptly pay to such Issuing Bank any amounts received by it from the applicable Borrower pursuant to Section 2.21(e) prior to the time that any Refinancing Facility Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Refinancing Facility Lenders that shall have made such payments and to such Issuing Bank, as their interests may appear. If any Refinancing Facility Lender shall not have made its Pro Rata Percentage of such L/C Disbursement available to the Administrative Agent as provided above, such Lender and the applicable Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph to but excluding the date such amount is paid, to the Administrative Agent for the account of such Issuing Bank at (i) in the case of such Borrower, a rate per annum equal to the interest rate applicable to Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate.

Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make (ai) Each Loan shall be made as part loans to the US Borrowers from time to time in US Dollars (each such loan, a “US Borrower Loan”) and (ii) loans to the European Borrower from time to time in Euros or US Dollars (each such loan, a “European Borrower Loan”), in each case on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable Commitmentssuch Lender’s Commitment; provided, however, that after giving effect to any Borrowing, (i) the failure Total Outstandings shall not exceed the lesser of (A) the Aggregate Commitments and (B) the Total Borrowing Base, and (ii) the aggregate Outstanding Amount of the Loans of any Lender to make any Loan Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not in itself relieve exceed such Lender’s Commitment. In no event shall Lenders have any other Lender of its obligation to lend hereunder honor a request for (it being understood, however, that no Lender shall be responsible for 1) a US Borrower Loan if the failure of any other Lender to make any Loan required to be made by such other Lender). The Loans comprising each Borrowing shall be in an aggregate principal amount which is an integral multiple of $1,000,000 and not less than $10,000,000 (or an aggregate principal amount equal to the remaining unpaid balance of the applicable Commitments, as the case may be). (b) Each Borrowing shall be comprised entirely of Eurodollar US Borrower Loans or ABR Loans, as the applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment and L/C Obligations with respect to any US Letters of Credit outstanding at such time (including the requested US Borrower Loan) would exceed the lesser of (x) the Total US Sublimit and (y) the US Borrowing Base or (2) a European Borrower Loan by causing any domestic or foreign branch or Affiliate if the unpaid balance of European Borrower Loans and L/C Obligations with respect to European Letters of Credit outstanding at such Lender time (including the requested European Borrower Loan) would exceed the lesser of (x) the Total European Sublimit and (y) the European Borrowing Base. Within the limits of each Lender’s Commitment, and subject to make such Loan; providedthe other terms and conditions hereof, howeverthe Borrowers may borrow under this Section 2.01, that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of prepay under Section 2.04, and reborrow under this AgreementSection 2.01. Borrowings of more than one Type Loans may be outstanding at the same time; provided, however, that no Borrower shall be entitled to request any Borrowing which, if made, would result in an aggregate of more than five separate Eurodollar Loans of any Lender being made to the Borrowers and outstanding under this Agreement at any one time. For purposes of the foregoing, Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Loans. (c) Except as otherwise provided in Section 2.10, each Lender shall make each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to the Administrative Agent in New York, New York, not later than 1:00 p.m., New York City time, and the Administrative Agent shall by 3:00 p.m., New York City time, credit the amounts so received to the general deposit account of the Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other account as such Borrower may designate in a written notice to the Administrative Agent, or, if such Loans are not made on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c) and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent, at (ia) in the case of such BorrowerUS Borrower Loans, the interest rate applicable at the time to option of the US Borrowers, as US Base Rate Loans comprising such Borrowing or Eurocurrency Rate Loans, in each case in US Dollars and (iib) in the case of such LenderEuropean Borrower Loans, a rate determined by at the Administrative Agent to represent its cost option of overnight the European Borrower, as Eurocurrency Rate Loans in US Dollars or short-term funds (which determination shall be conclusive absent manifest error)Euros, in each case as further provided herein. If such Lender shall repay In addition to the Administrative Agent such corresponding amountforegoing, such amount shall constitute such Lender's Loan as part of such Borrowing for purposes of this Agreementcertain Loans may be made to the Borrowers to the extent they are deemed to be made in accordance with Sections 2.02(c), 2.02(g), 2.03(c)(i)(B), 2.03(c)(ii), 3.02, 3.03 and 3.07. (d) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Loans comprising each any Borrowing shall be in an aggregate principal amount which that is an integral multiple of $1,000,000 and not less than $10,000,000 (or an aggregate principal amount equal to the remaining balance of the applicable Commitments, as the case may be)5,000,000. (b) Each Subject to Sections 2.08 and 2.15, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans or ABR Loans, as the applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment with respect to make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that no the Borrower shall not be entitled to request any Borrowing whichthat, if made, would result in an aggregate of more than five separate three Eurodollar Loans of any Lender being made to the Borrowers and Borrowings outstanding under this Agreement hereunder at any one time. For purposes of the foregoing, Loans Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate LoansBorrowings. (c) Except as otherwise provided in Section 2.10, each Each Lender shall make each the Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof Closing Date by wire transfer of immediately available funds to such account in New York City as the Administrative Agent in New York, New York, may designate not later than 1:00 p.m., New York City time, and the Administrative Agent shall by 3:00 p.m., New York City time, promptly credit the amounts so received to the general deposit an account of designated by the Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other account as such Borrower may designate in a written notice to the Administrative Agent, Borrowing Request or, if such Loans are the Borrowing shall not made occur on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. . (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's ’s portion of such the Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such the Borrowing in accordance with this paragraph (c) above and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such the Borrower until to but excluding the date such amount is repaid to the Administrative Agent, Agent at (i) in the case of such the Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's ’s Loan as part of such Borrowing for purposes of this Agreement. (d) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Loans. (a) Each Revolving Credit Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable Commitments; provided, however, that the failure of any Lender to make any Revolving Credit Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Each Competitive Loan shall be made in accordance with the procedures set forth in Section 2.7. The Loans comprising each any Borrowing shall be (i) in the case of Competitive Loans and LIBOR Loans, in an aggregate principal amount which that is an integral multiple of $1,000,000 and not less than $10,000,000 5,000,000 and (or ii) in the case of ABR Loans, in an aggregate principal amount that is an integral multiple of $500,000 and not less than $5,000,000 (or, in the case of clause (i) and clause (ii) above with respect to Revolving Credit Loans, if less, an aggregate principal amount equal to the remaining balance of the applicable Commitments, as the case may beavailable Total Revolving Commitment). ABR Loans shall be denominated only in Dollars. (b) Each Competitive Borrowing shall be comprised entirely of Eurodollar LIBOR Competitive Loans or Fixed Rate Competitive Loans, and each Revolving Credit Borrowing shall be comprised entirely of LIBOR Revolving Credit Loans or ABR Loans, as the applicable Borrower or any Subsidiary Borrower may request pursuant to Section 2.032.7 or 2.3, as applicable. Each Lender may at its option fulfill its Commitment with respect to make any LIBOR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, provided that any exercise of such option shall not affect the obligation of the applicable Borrower or such Subsidiary Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Interest Rate Type may be outstanding at the same time; provided, however, that no neither the Borrower nor any Subsidiary Borrower shall be entitled to request any Borrowing whichthat, if made, would result in an aggregate of more than five nine separate Eurodollar Revolving Credit Loans of any Lender being made to the Borrowers and outstanding under this Agreement hereunder at any one time. For purposes of the foregoingcalculation required by the immediately preceding sentence, LIBOR Revolving Credit Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate LoansLoans and all Loans of a single Interest Rate Type made on a single date shall be considered a single Loan if such Loans have a common Interest Period. (c) Except as otherwise provided in Subject to Section 2.102.3, each Lender shall make each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately making funds available funds to at the Administrative Agent in New York, New York, not Funding Office no later than 1:00 p.m., P.M. New York City time (2:00 P.M. New York City time, and in the case of an ABR Borrowing) in Federal or other immediately available funds. Upon receipt of the funds to be made available by the Lenders to fund any Borrowing hereunder, the Administrative Agent shall disburse such funds by 3:00 p.m., New York City time, credit the amounts so received to the general deposit depositing them into an account of the Borrower to which such Loan is to be made or the relevant Subsidiary Borrower maintained with Mellon Bank, N.A., or such other account as such Borrower may designate in a written notice to the Administrative Agent, or, if such . Competitive Loans shall be made by the Lender or Lenders whose Competitive Bids therefor are not made on such date because any condition precedent accepted pursuant to a Borrowing herein specified shall not have been met, return Section 2.7 in the amounts so received to accepted and Revolving Credit Loans shall be made by the respective Revolving Lenders. Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing respectively pro rata in accordance with Section 2.1 and this paragraph (c) and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's Loan as part of such Borrowing for purposes of this AgreementSection 2.2. (d) Notwithstanding any other provision of this Agreement, no neither the Borrower nor any Subsidiary Borrower shall be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable Commitments; provided, however, that the failure of any Lender severally agrees to make any or continue, as applicable, on the terms and subject to the conditions of this Loan shall Agreement, loans (individually, a “Loan” and, collectively, the “Loans”) to the Borrowers in Dollars, from and including the Effective Date to but not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for including the failure of any other Lender to make any Loan required to be made by such other Lender). The Loans comprising each Borrowing shall be Termination Date in an aggregate principal amount which is an integral multiple at any one time outstanding up to but not exceeding the lesser of (i) such Lender’s Commitment as then in effect and (ii) such Lender’s Commitment Percentage of the Borrowing Base as in effect from time to time. Notwithstanding the foregoing, MSB shall fund 100% of the first $1,000,000 400,000,000 in principal amount of Loans at any time outstanding; provided, that any failure by MSB to fund any such principal amount shall not relieve MSMCI of its commitment to make Loans to the Borrowers in accordance with this Loan Agreement. (b) On the Effective Date, each Lender severally agrees to make or continue, as applicable, on the terms and not less than $10,000,000 (or subject to the conditions of this Loan Agreement, a Loan to the Borrowers in an aggregate principal amount equal to the remaining balance “Initial Advance Amount” set forth on Schedule 4 hereto in respect of such Lender, the applicable Commitments, as the case may be). (b) Each Borrowing proceeds of which Loans shall be comprised entirely applied as full and complete satisfaction of Eurodollar Loans or ABR Loans, as the applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment with respect to any Loan all amounts owing by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that no Borrower shall be entitled to request any Borrowing which, if made, would result in an aggregate of more than five separate Eurodollar Loans of any Lender being made to the Borrowers and outstanding under this Agreement at any one time. For purposes of the foregoing, Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate LoansExisting Loan Agreement. (c) Except as otherwise provided in Section 2.10Subject to the terms and conditions of this Loan Agreement, each during such period the Borrowers may borrow, repay and reborrow hereunder; provided, that notwithstanding the foregoing, no Lender shall have any obligation to make each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds Loans to the Administrative Agent Borrowers in New York, New York, not later than 1:00 p.m., New York City time, and the Administrative Agent shall by 3:00 p.m., New York City time, credit the amounts so received to the general deposit account excess of the Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other account as such Borrower may designate in a written notice to the Administrative Agent, or, if such Loans are not made on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. Unless the Administrative Agent shall have received notice from a Lender prior to the date lesser of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c) and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing Maximum Credit and (ii) the Borrowing Base and, if a Tangible Net Worth Trigger Event shall have occurred or in the case event the obligation of such Lenderthe Lenders to make Loans to the Borrowers shall otherwise be terminated as permitted hereunder, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such no Lender shall repay have any further obligation to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's Loan as part of such Borrowing for purposes of this Agreementmake additional Loans hereunder. (d) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Loans comprising each any Borrowing shall be in an aggregate principal amount which that is (a) an integral multiple of $1,000,000 and not less than $10,000,000 5,000,000 (except, with respect to any Borrowing made pursuant to an Incremental Loan Commitment, to the extent otherwise provided in the related Incremental Loan Assumption Agreement) or an aggregate principal amount (b) equal to the remaining available balance of the applicable Commitments, as the case may be). (ba) Each Borrowing shall be comprised entirely of Eurodollar Loans or ABR Loans, as the applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment with respect to make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that no The Borrower shall not be entitled to request any Borrowing whichthat, if made, would result in an aggregate of more than five separate eight Eurodollar Loans of any Lender being made to the Borrowers and Borrowings outstanding under this Agreement hereunder at any one time. For purposes of the foregoing, Loans Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate LoansBorrowings. (cb) Except as otherwise provided in Section 2.10, each Each Lender shall make each Loan that is (A) an ABR or Incremental Loan or (B) a Eurodollar Loan, to be made by it hereunder on the Closing Date or the proposed date thereof of Borrowing thereof, as applicable, by wire transfer of immediately available funds in Dollars, as the case may be, to such account in London as the Administrative Agent in New York, New York, may designate not later than 1:00 2:00 p.m., New York City time, and the Administrative Agent shall by 3:00 p.m., New York City time, credit promptly wire transfer the amounts so received to the general deposit account of in accordance with instructions received from the Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other account as such Borrower may designate in a written notice to the Administrative Agent, applicable Borrowing Request or, if such Loans are a Borrowing shall not made occur on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. . (c) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's ’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (cSection 2.02(c) and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such the Borrower until to but excluding the date such amount is repaid to the Administrative Agent, Agent at (i) in the case of such the Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's ’s Loan as part of such Borrowing for purposes of this Agreement. (d) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Loans. (a) Subject to the terms and conditions of this Agreement, from time to time during the Commitment Period, each Lender severally agrees to make Loans in U.S. Dollars to the Borrower in an aggregate principal amount that will not result in (i) such Lender’s Credit Exposure exceeding such Lender’s Commitment or (ii) the sum of the total Credit Exposure of all Lenders exceeding the total Commitments. Within the foregoing limits, the Borrower may use the Commitments by borrowing, repaying and prepaying the Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. (b) Each Loan shall be made only during the Commitment Period as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable Commitments; provided, however, that the . The failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such it shall not relieve any other Lender of its obligations hereunder, provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender). The ’s failure to make Loans comprising each Borrowing shall be in an aggregate principal amount which is an integral multiple of $1,000,000 and not less than $10,000,000 (or an aggregate principal amount equal to the remaining balance of the applicable Commitments, as the case may be)required. (bc) Each Borrowing Subject to Section 2.17, the Loans may be (i) Eurodollar Loans, (ii) Alternate Base Rate Loans or (iii) a combination thereof, as determined by the Borrower. Eurodollar Loans shall be comprised entirely of made and maintained by each Lender at either its Eurodollar Loans Lending Office or ABR Loansits Domestic Lending Office, as the applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment with respect to any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; providedoption, however, provided that any the exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that no Borrower shall be entitled to request Agreement or create or increase any Borrowing which, if made, would result in an aggregate of more than five separate Eurodollar Loans of any Lender being made to the Borrowers and outstanding under this Agreement at any one time. For purposes of the foregoing, Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Loans. (c) Except as otherwise provided in Section 2.10, each Lender shall make each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to the Administrative Agent in New York, New York, not later than 1:00 p.m., New York City time, and the Administrative Agent shall by 3:00 p.m., New York City time, credit the amounts so received to the general deposit account obligation of the Borrower to which such Loan is to be made with Mellon Bank, N.A.not otherwise arising, or arising in such other account as such Borrower may designate in a written notice to the Administrative Agent, or, if such Loans are not made on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c) and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding increased amount, such amount shall constitute such Lender's Loan as part of such Borrowing for purposes of this Agreementunder Section 2.14. (d) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable CommitmentsCommit ments; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Loans comprising each any Borrowing shall be in an aggregate principal amount which that is (i) in the case of a Eurocurrency Borrowing, an integral multiple of $1,000,000 and not less than $10,000,000 5,000,000 and (ii) in the case of an ABR Borrowing (x) an integral multiple of $1,000,000 and not less than $5,000,000 or an aggregate principal amount (y) equal to the remaining available balance of the applicable Commitments, as the case may be). (b) Each Subject to Section 2.12, each Borrowing shall be comprised entirely of Eurodollar ABR Loans or ABR Eurocurrency Loans, as the applicable Borrower may request pursuant to Section 2.032.02. Each Lender may at its option fulfill its Commitment with respect to make any Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that no the Borrower shall not be entitled to request any Borrowing which, if made, would result in an aggregate of more than five separate Eurodollar Loans of any Lender being made to the Borrowers and ten Eurocurrency Borrowings outstanding under this Agreement hereunder at any one time. For purposes of the foregoing, Loans Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate LoansBorrowings. (c) Except as otherwise provided in Section 2.10, each Each Lender shall make each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds in Dollars to such account as the Administrative Agent in New York, New York, may designate not later than 1:00 p.m.12:00 noon, New York City time, and the Administrative Agent shall by 3:00 4:00 p.m., New York City time, credit the amounts so received to an account with the general deposit Administrative Agent or an Affiliate of the Administrative Agent designated by the Borrower in the Borrowing Request, which account must be in the name of the Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other account as such Borrower may designate and in a written notice to the Administrative Agent, New York or, if such Loans are a Borrowing shall not made occur on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. . (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c) above and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereonthereon in such currency, for each day from the date such amount is made available to such the Borrower until the date such amount is repaid to the Administrative Agent, Agent at (i) in the case of such the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's Loan as part of such Borrowing for purposes of this Agreement. (de) Notwithstanding any other provision of this Agreement, no the Borrower shall not be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable Commitments; provided, however, provided that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Except for Loans comprising each deemed made pursuant to Section 2.18(e)(ii), (x) any Borrowing shall be in an aggregate principal amount which that is (i) an integral multiple of $1,000,000 100,000 and not less than $10,000,000 250,000 or (or an aggregate principal amount ii) equal to the remaining available balance of the applicable Commitments, as the case may be). (b) Each Subject to Sections 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans or ABR Loans, as the applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment with respect to make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, provided that any exercise of such option shall not affect the obligation of the applicable Lender to make such Loan and Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, provided that no Borrower shall not be entitled to request any Borrowing whichthat, if made, would result in an aggregate of more than five separate ten Eurodollar Loans of any Lender being made to the Borrowers and Borrowings outstanding under this Agreement hereunder at any one time. For purposes of the foregoing, Loans Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate LoansBorrowings. (c) Except as otherwise provided in with respect to Loans made pursuant to Section 2.102.18(e)(ii), each Lender shall make each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent in New York, New York, may designate not later than 1:00 p.m.11:00 a.m., New York City time, and the Administrative Agent shall by 3:00 p.m., New York City time, promptly credit the amounts so received to the general deposit account of the Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other an account as such directed by Borrower may designate in a written notice to the applicable Borrowing Request maintained with the Administrative Agent, Agent or, if such Loans are a Borrowing shall not made occur on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. . (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's ’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c) above, and the Administrative Agent maymay (but shall not be obligated to), in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such Borrower, the interest rate applicable Agent at the time to greater of the Loans comprising such Borrowing Federal Funds Effective Rate and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight in accordance with banking industry rules or short-term funds (which determination shall be conclusive absent manifest error)practices on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's ’s Loan as part of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (de) Notwithstanding any other provision of this Agreement, no Borrower shall not be entitled to request request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Maturity Date, as applicable.

Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Loans comprising Notwithstanding anything to the contrary contained herein (and without affecting any other provision hereof), the funded portion of each Borrowing Loan to be made on the Closing Date (i.e., the amount advanced in cash to the Borrower on the Closing Date) shall be in an aggregate equal to 97.0% of the principal amount which is an integral multiple of $1,000,000 and not less than $10,000,000 (or an aggregate principal amount equal to the remaining balance of the applicable Commitments, as the case may be)such Loan. (b) Each Subject to Sections 2.08 and 2.15, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans or ABR Loans, as the applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment with respect to make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that no the Borrower shall not be entitled to request any Borrowing whichthat, if made, would result in an aggregate of more than five separate six Eurodollar Loans of any Lender being made to the Borrowers and Borrowings outstanding under this Agreement hereunder at any one time. For purposes of the foregoing, Loans Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate LoansBorrowings. (c) Except as otherwise provided in Section 2.10, each Each Lender shall make each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent in New York, New York, may designate not later than 1:00 p.m., New York City time, on such date, and the Administrative Agent shall by 3:00 p.m., New York City time, promptly credit the amounts so received to the general deposit an account of designated by the Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other account as such Borrower may designate in a written notice to the Administrative Agent, applicable Borrowing Request or, if such Loans are a Borrowing shall not made occur on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. . (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's ’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c) above and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such the Borrower until the date such amount is repaid to the Administrative Agent, Agent at (i) in the case of such the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, (A) for the first two days following the date such amount is made available to the Borrower, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error)) and (B) thereafter, at the Alternate Base Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's ’s Loan as part of such Borrowing for purposes of this Agreement. (d) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Loans. (a) Each Revolving Loan shall be made as part of a Borrowing consisting of Revolving Loans made ratably by the Lenders ratably in accordance with their respective applicable Commitments; provided, however, that the failure of any Lender to make any Revolving Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Loans comprising each any Revolving Borrowing shall be in an aggregate principal amount which is an integral multiple of $1,000,000 and not less than the lesser of $10,000,000 (or an aggregate principal amount equal to and the remaining available balance of the applicable Commitments, as the case may be). (b) Each Revolving Borrowing shall be comprised entirely of Eurodollar LIBOR Loans or ABR Loans, as the applicable Borrower Borrowers may request pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment with respect to make any LIBOR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, that any exercise of such option shall not affect the obligation of the applicable Borrower Borrowers to repay such Loan in accordance with the terms of this Agreement; provided, further, that if the designation of any such foreign branch or Affiliate shall result in any costs, reductions or Taxes which would not otherwise have been applicable and for which such Lender would, but for this proviso, be entitled to request compensation under Section 2.15, 2.16 or 2.19, such Lender shall not be entitled to request such compensation unless it shall in good faith have determined such designation to be necessary or advisable to avoid any material disadvantage to it. Borrowings of more than one Type may be outstanding at the same time; provided, however, that no Borrower shall be entitled to request any Borrowing which, if made, would result in an aggregate of more than five separate Eurodollar Loans of any Lender being made to the Borrowers and outstanding under this Agreement at any one time. For purposes of the foregoing, Loans Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate LoansBorrowings. (c) Except as otherwise provided in Subject to Section 2.102.04 and paragraph (d) below, each Lender shall make each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder its Loans on the proposed date or dates thereof (i) in the case of Loans other than Swingline Loans, by wire transfer of immediately available funds to the Administrative Agent in New York, New York, not later than 1:00 p.m.12:00 noon, New York City time, and (ii) in the case of Swingline Loans, as provided for in Section 2.05. The Administrative Agent shall by 3:00 p.m., New York City time, credit on such date the amounts so received to the general deposit account of the Borrower Borrowers’ Agent with the Administrative Agent or to which such Loan is to be made with Mellon Bank, N.A., or such other another account as such Borrower may designate in a written notice specified by the Borrowers and acceptable to the Administrative AgentAgent by 3:00 p.m., orNew York City time; provided that ABR Loans made to finance the reimbursement of an LC Disbursement shall be remitted by the Administrative Agent to the Fronting Bank; and provided, further, that if such Loans are a Borrowing shall not made occur on such date because any condition precedent to a Borrowing herein specified shall not have been met, the Administrative Agent shall return the amounts so received to the respective Lenders. Revolving Loans shall be made by the Lenders ratably in accordance with their Commitments as provided in Section 2.17. Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's ’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c) and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower Borrowers on such date a corresponding amount. If and to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender Lender, on the one hand, and the applicable Borrower Borrowers, on the other hand, severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount amount, together with interest thereon, for each day from the date such amount is made available to such Borrower the Borrowers until the date such amount is repaid to the Administrative Agent, Agent at (i) in the case of such Borrowerthe Borrowers, the interest rate applicable at the time to the ABR Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error)in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall be deemed to constitute such Lender's ’s Loan as part of such Borrowing for purposes of this AgreementAgreement as if it were made on the date of such Borrowing. (d) Notwithstanding any other provision of this Agreement, no Borrower the Borrowers shall not be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after not comply with the Maturity Datelimitations specified in the definition of Interest Period.

Loans. (a) Each Loan loan hereunder (collectively, the "Loans") shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Loans comprising each Borrowing shall be in an aggregate principal amount which is an integral multiple of $1,000,000 and not less than $10,000,000 (or an aggregate principal amount equal to the remaining balance of the applicable Commitments, as the case may be). (b) Each Subject to Sections 2.8 and 2.13, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans or ABR Loans, as the applicable Borrower may request pursuant to Section 2.032.3. Each Lender may at its option fulfill its Commitment with respect to make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, that (i) any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this AgreementAgreement and (ii) the exercise of such option shall not result in an increase in Statutory Reserves above those applicable to members of the Federal Reserve System. Borrowings of more than one Type may be outstanding at the same time; provided, however, that no the Borrower shall not be entitled to request any Borrowing whichthat, if made, would result in an aggregate of more than five separate three Eurodollar Loans of any Lender being made to the Borrowers and Borrowings outstanding under this Agreement hereunder at any one time. For purposes of the foregoing, Loans Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate LoansBorrowings. (c) Except as otherwise provided in Section 2.10, each Each Lender shall make each the Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof Closing Date by wire transfer of immediately available funds to such account in New York City as the Administrative Agent in New York, New York, may designate not later than 1:00 p.m., New York City time, and the Administrative Agent shall by 3:00 2:00 p.m., New York City time, credit the amounts so received to the general deposit an account of the Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other account as such designated by the Borrower may designate in a written notice to the Administrative Agent, or, if such Loans are not made on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. applicable borrowing request. (d) Unless the Administrative Agent shall have received notice from a Lender prior to 1:00 p.m. on the date of any Borrowing Closing Date that such Lender will shall not make available to the Administrative Agent such Lender's portion of the Borrowing to be effected on such BorrowingDate, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing Closing Date in accordance with this paragraph (c) above and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date the Closing Date a corresponding amount. If and the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, the Borrower and such Lender and the applicable Borrower severally agree to repay to the Administrative Agent Agent, in the case of the Borrower, within one Business Day of demand, and in the case of such Lender, forthwith on demand demand, such corresponding amount together with interest thereon, for each day from and including the date such amount is made available to such the Borrower until the date such amount is repaid to the Administrative Agent, Agent at (i) in the case of such the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's Loan as part of such Borrowing for purposes of this Agreement. The Administrative Agent will promptly notify the Borrower of any Lender's failure to make available such Lender's portion of any Borrowing if such failure continues unremedied for one Business Day. (de) Notwithstanding any other provision of this Agreement, no the Borrower shall not be entitled to request any Eurodollar Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Loans. (a) Each Revolving Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable Commitments; provided. At the time of the commencement of each Interest Period for any Eurodollar Revolving Borrowing, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Loans comprising each Borrowing shall be in an aggregate principal amount which that is an integral multiple of $1,000,000 and not less than $10,000,000 (or 5,000,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $1,000,000; provided that such Borrowing may be in an aggregate principal amount that is equal to the remaining entire unused balance of the applicable Commitments, as the case may be)Total Commitment. (b) Each Revolving Borrowing shall be comprised entirely of Eurodollar Revolving Loans or ABR Loans, as the applicable Borrower may request pursuant to Section 2.032.04. Each Lender may at its option fulfill its Commitment with respect to make any Eurodollar Revolving Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, provided that any exercise of such option (i) in the case of any failure by such branch or Affiliate to make such Loan, shall not relieve such Lender of its obligation to the Borrower hereunder and (ii) shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, provided that no the Borrower shall not be entitled to request any Borrowing which, if made, would result in an aggregate of more than five 10 separate Eurodollar Revolving Loans of any Lender being made to the Borrowers and outstanding under this Agreement hereunder at any one time. For purposes of the foregoing, Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Loans. (c) Except as otherwise provided in Section 2.10, each Each Lender shall make each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof (i) in the case of a Eurodollar Revolving Loan, by wire transfer of immediately available funds to the Administrative Agent in New York, New York, not later than 1:00 p.m.12:00 noon, New York City time, on such date and (ii) in the case of an ABR Loan, by wire transfer of immediately available funds to the Administrative Agent shall by in New York, New York, not later than 3:00 p.m., New York City time, on such date, and the Administrative Agent shall promptly credit the amounts so received to the general deposit account of the Borrower with the Administrative Agent. The failure of any Lender to which such make any Loan is required to be made with Mellon Bank, N.A., or such other account as such Borrower may designate in a written notice to the Administrative Agent, or, if such Loans are not made on such date because any condition precedent to a Borrowing herein specified by it shall not have been metrelieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several, return the amounts so received and no Lender shall be responsible for any other Lender’s failure to the respective Lendersmake Loans as required hereby. Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's ’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c) ), and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error)Federal Funds Effective Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's ’s Loan as part of such Borrowing for purposes of this Agreement. (d) Notwithstanding any other provision of this Agreement, no the Borrower shall not be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Loans comprising each Borrowing shall be in an aggregate principal amount which is an integral multiple of $1,000,000 and not less than $10,000,000 (or an aggregate principal amount equal to the remaining balance of the applicable Commitments, as the case may be). (b) Each Subject to Sections 2.08 and 2.15, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans or ABR Loans, as the applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment with respect to make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that no the Borrower shall not be entitled to request any Borrowing whichthat, if made, would result in an aggregate of more than five separate seven Eurodollar Loans of any Lender being made to the Borrowers and Borrowings outstanding under this Agreement hereunder at any one time. For purposes of the foregoing, Loans Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate LoansBorrowings. (c) Except as otherwise provided in Section 2.10, each Each Lender shall make each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent in New York, New York, may designate not later than 1:00 p.m., New York City time, and the Administrative Agent shall by 3:00 p.m., New York City time, promptly credit the amounts so received to the general deposit an account of designated by the Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other account as such Borrower may designate in a written notice to the Administrative Agent, Borrowing Request or, if such Loans are a Borrowing shall not made occur on such date the Closing Date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. . (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's ’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the such date of such Borrowing in accordance with this paragraph (c) above and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until but excluding the date such amount is repaid to the Administrative Agent, Agent at (i) in the case of such the Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's ’s Loan as part of such Borrowing for purposes of this Agreement. (de) Notwithstanding any other provision of this Agreement, no the Borrower shall not be entitled to request elect to convert or continue any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Loans comprising each Borrowing shall be in an aggregate principal amount which is an integral multiple of $1,000,000 and not less than $10,000,000 (or an aggregate principal amount equal to the remaining balance of the applicable Commitments, as the case may be). (b) Each Borrowing shall be comprised entirely of Eurodollar LIBOR Loans or ABR Loans, as the applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment with respect to any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that no Borrower shall be entitled to request any Borrowing which, if made, would result in an aggregate of more than five separate Eurodollar LIBOR Loans of any Lender being made to the Borrowers and outstanding under this Agreement at any one time. For purposes of the foregoing, Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Loans. (c) Except as otherwise provided in Section 2.10, each Lender shall make each Loan that is (A) an ABR Loan or (B) a Eurodollar LIBOR Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to the Administrative Agent in New York, New York, not later than 1:00 2:00 p.m., New York City time, and the Administrative Agent shall by 3:00 4:00 p.m., New York City time, credit the amounts so received to the general deposit account of the Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other account as such Borrower may designate in a written notice to the Administrative Agent, or, if such Loans are not made on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. Unless the Administrative Agent shall have received notice from a Lender prior to the date time of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c) and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's Loan as part of such Borrowing for purposes of this Agreement. (d) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Except for Loans deemed made pursuant to paragraph (f) below, the Loans comprising each any Borrowing shall be in an aggregate principal amount which that is (i) an integral multiple of $1,000,000 and not less than $10,000,000 1,000,000 or (or an aggregate principal amount ii) equal to the remaining available balance of the applicable Commitments, as the case may be). (b) Each Subject to Sections 2.08 and 2.15, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans or ABR Loans, as the applicable Borrower may request pursuant to Section 2.03. Notwithstanding anything to the contrary contained herein, all Borrowings made on the Closing Date shall be ABR Borrowings. Each Swingline Loan shall be an ABR Loan. Each Lender may at its option fulfill its Commitment with respect to make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that no the Borrower shall not be entitled to request any Borrowing whichthat, if made, would result in an aggregate of more than five separate ten Eurodollar Loans of any Lender being made to the Borrowers and Borrowings outstanding under this Agreement hereunder at any one time. For purposes of the foregoing, Loans Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate LoansBorrowings. (c) Except as otherwise provided in Section 2.10with respect to Loans made pursuant to paragraph (f) below, each Lender shall make each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent in New York, New York, may designate not later than 1:00 p.m.12:00 (noon), New York City time, and the Administrative Agent shall by 3:00 p.m., New York City time, promptly credit the amounts so received to an account in the general deposit account name of the Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other account as such designated by the Borrower may designate in a written notice to the Administrative Agent, applicable Borrowing Request or, if such Loans are a Borrowing shall not made occur on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. . (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c) above and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, thereon for each day from the date such amount is made available to such the Borrower until the date such amount is repaid to the Administrative Agent, Agent at (i) in the case of such the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's Loan as part of such Borrowing for purposes of this Agreement. (de) Notwithstanding any other provision of this Agreement, no the Borrower shall not be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Credit Maturity Date. (f) If the Issuing Bank shall not have received from the Borrower the payment required to be made by Section 2.23(e) in respect of any L/C Disbursement within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the amount of such L/C Disbursement and the Administrative Agent will promptly notify each Revolving Credit Lender of such amount and its Pro Rata Percentage thereof. Each Revolving Credit Lender shall pay by wire transfer of immediately available funds to the Administrative Agent not later than 2:00 p.m., New York City time, on such date (or, if such Revolving Credit Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender's Pro Rata Percentage of such L/C Disbursement (it being understood that such amount shall be deemed to constitute an ABR Revolving Loan of such Lender and such payment shall be deemed to have reduced the L/C Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Credit Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Borrower pursuant to Section 2.23(e) prior to the time that any Revolving Credit Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Credit Lender shall not have made its Pro Rata Percentage of such L/C Disbursement available to the Administrative Agent as provided above, such Lender and the Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable to ABR Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate.

Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable Commitments; provided, however, provided that the failure of any Lender to make any its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The ABR Loans comprising each any Borrowing shall be in an aggregate principal amount which that is an (i) $500,000 or any integral multiple of $1,000,000 and not less than $10,000,000 500,000 in excess thereof or (or an aggregate principal amount ii) equal to the remaining available balance of the applicable Commitments, as . Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) $500,000 or any integral multiple of $500,000 in excess thereof or (ii) equal to the case may be)remaining available balance of the applicable Commitments. (b) Each Subject to Sections 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans or ABR Loans, as the applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment with respect to make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, provided that no Borrower shall not be entitled to request any Borrowing whichthat, if made, would result in an aggregate of more than five separate (5) Eurodollar Loans of any Lender being made to the Borrowers and Borrowings outstanding under this Agreement hereunder at any one time. For purposes of the foregoing, Loans Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate LoansBorrowings. (c) Except as otherwise provided in Section 2.10, each Each Lender shall make each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof Effective Date by wire transfer of immediately available funds to such account in New York City as the Administrative Agent in New York, New York, may designate not later than 1:00 p.m.noon, New York City time, and the Administrative Agent shall by 3:00 p.m., New York City time, promptly credit the amounts so received to the general deposit account of the Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other an account as such directed by Borrower may designate in a written notice to the applicable Borrowing Request maintained with the Administrative Agent, Agent or, if such Loans are a Borrowing shall not made occur on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. . (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's ’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the applicable Borrower severally agree agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent, Agent at (i) in the case of such Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error)in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's ’s Loan as part of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (de) Notwithstanding any other provision of this Agreement, no Borrower shall not be entitled to request request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Final Maturity Date.

Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable Commitments; provided, however, provided that the failure of any Lender to make any its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The ABR Loans comprising each any Borrowing shall be in an aggregate principal amount which that is an integral multiple of $1,000,000 500,000 and not less than $10,000,000 (or 1.0 million and the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount equal to the remaining balance that is an integral multiple of the applicable Commitments, as the case may be)$1.0 million and not less than $5.0 million. (ba) Each Subject to Sections 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans or ABR Loans, as the applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment with respect to make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, provided that no Borrower shall not be entitled to request any Borrowing whichthat, if made, would result in an aggregate of more than five separate three Eurodollar Loans of any Lender being made to the Borrowers and Borrowings outstanding under this Agreement hereunder at any one time. For purposes of the foregoing, Loans Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate LoansBorrowings. (cb) Except as otherwise provided in Section 2.10, each Each Lender shall make each the Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof Closing Date by wire transfer of immediately available funds to such account in New York City as the Administrative Agent in New York, New York, may designate not later than 1:00 p.m.11:00 a.m., New York City time, and the Administrative Agent shall by 3:00 p.m., New York City time, promptly credit the amounts so received to the general deposit account of the Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other an account as such directed by Borrower may designate in a written notice to the applicable Borrowing Request maintained with the Administrative Agent, Agent or, if such Loans are a Borrowing shall not made occur on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. . (c) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the applicable Borrower severally agree agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent, Agent at (i) in the case of such Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error)in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's Loan as part of such Borrowing for purposes of this Agreement, and Borrower's obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (d) Notwithstanding any other provision of this Agreement, no Borrower shall not be entitled to request request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Final Maturity Date.

Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans of the same Type made by the Lenders ratably in accordance with their respective applicable Commitments; provided, however, provided that the failure of any Lender to make any its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The ABR Loans comprising each any Borrowing shall be in an aggregate principal amount which that is (i) an integral multiple of $1,000,000 1.0 million and not less than $10,000,000 5.0 million or (or an aggregate principal amount ii) equal to the remaining available balance of the applicable Commitments, as . Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $1.0 million and not less than $5.0 million or (ii) equal to the case may be)remaining available balance of the applicable Commitments. (b) Each Subject to Sections 2.12 and 2.13, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans or ABR Loans, as the applicable Borrower Borrowers may request pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment with respect to make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, provided that any exercise of such option shall not affect the obligation of the applicable Borrower Borrowers to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type for each Class may be outstanding at the same time; provided, however, provided that no Borrower Borrowers shall not be entitled to request any Borrowing whichthat, if made, would result in an aggregate of more than five separate ten Eurodollar Loans of any Lender being made to the Borrowers and Borrowings outstanding under this Agreement hereunder at any one time. For purposes of the foregoing, Loans Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate LoansBorrowings. (c) Except as otherwise provided in Section 2.10, each Each Lender shall make each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent in New York, New York, may designate not later than 1:00 p.m.12:00 noon, New York City time, and the Administrative Agent shall by 3:00 p.m., New York City time, promptly credit the amounts so received to the general deposit account of the Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other an account as such Borrower may designate directed by Borrowers in a written notice to the applicable Borrowing Request maintained with the Administrative Agent, Agent or, if such Loans are a Borrowing shall not made occur on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c) and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's Loan as part of such Borrowing for purposes of this Agreement. (d) Notwithstanding any other provision of this Agreement, no Borrower Borrowers shall not be entitled to request request, or to elect to convert or continue, (i) any Term A Borrowing if the Interest Period requested with respect thereto would end after the Term A Maturity Date or Incremental Term Loan Maturity Date, as applicable, (ii) any Term B Borrowing if the Interest Period requested with respect thereto would end after the Term B Maturity Date or Incremental Term Loan Maturity Date, as applicable, or (iii) any Revolving Borrowing if the Interest Period requested with respect thereto would end after the Revolving Facility Maturity Date.

Loans. (a) Each Subject to and upon the terms and conditions herein set forth, each Lender having a Term Loan Commitment severally agrees to make a loan or loans (each, a “Term Loan”) to the Borrower, which Term Loans (i) shall not exceed, for any such Lender, the Term Loan Commitment of such Lender, (ii) shall not exceed, in the aggregate, the Total Commitment, (iii) shall be made as part on the Closing Date, (iv) may at the option of a Borrowing consisting of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Term Loans; provided that all such Term Loans made by each of the Lenders ratably pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and (v) may be repaid or prepaid in accordance with their respective applicable Commitments; providedthe provisions hereof, howeverbut once repaid or prepaid may not be reborrowed. On the Maturity Date, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender all outstanding Term Loans shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender)repaid in full. The Loans comprising obligations of each Borrowing Lender hereunder shall be in an aggregate principal amount which is an integral multiple of $1,000,000 several and not less than $10,000,000 (or an aggregate principal amount equal to the remaining balance of the applicable Commitments, as the case may be)joint. (b) Each Borrowing shall be comprised entirely of Eurodollar Loans or ABR Loans, as the applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment with respect to make any Eurodollar Term Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, provided that (i) any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that no Borrower shall be entitled to request any Borrowing which, if made, would result in an aggregate of more than five separate Eurodollar Loans of any Lender being made to the Borrowers and outstanding under this Agreement at any one time. For purposes of the foregoing, Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Loans. (c) Except as otherwise provided in Section 2.10, each Lender shall make each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to the Administrative Agent in New York, New York, not later than 1:00 p.m., New York City time, and the Administrative Agent shall by 3:00 p.m., New York City time, credit the amounts so received to the general deposit account of the Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other account as such Borrower may designate in a written notice to the Administrative Agent, or, if such Loans are not made on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c) and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of exercising such Lenderoption, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay use its reasonable efforts to minimize any increased costs to the Administrative Agent such corresponding amountBorrower resulting therefrom (which obligation of the Lender shall not require it to take, such amount shall constitute such Lender's Loan as part or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such Borrowing request for purposes of this Agreement. (d) Notwithstanding any other provision of costs for which compensation is provided under this Agreement, no Borrower the provisions of Section 2.10 shall be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Dateapply).

Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Except for Loans deemed made pursuant to Section 2.02(f), the Loans comprising each any Borrowing shall be in an aggregate principal amount which that is (i) an integral multiple of $1,000,000 and not less than $10,000,000 5,000,000 or (or an aggregate principal amount ii) equal to the remaining available balance of the applicable Commitments, as the case may be). (b) Each Subject to Sections 2.02(f), 2.08 and 2.15, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans or ABR Loans, as the applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment with respect to make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; providedprovided that, howeversubject to Section 2.21(b), that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that no Borrower shall be entitled to request any Borrowing whichthat, if made, would result in an aggregate of more than five separate 10 Eurodollar Loans of any Lender being made to the Borrowers and Borrowings outstanding under this Agreement hereunder at any one time. For purposes of the foregoing, Loans Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate LoansBorrowings. (c) Except as otherwise provided in with respect to Loans made pursuant to Section 2.102.02(f), each Lender shall make each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent in New York, New York, may designate not later than 1:00 p.m., New York City time, and the Administrative Agent shall by 3:00 p.m., New York City time, promptly credit the amounts so received to the general deposit an account of designated by the Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other account as such Borrower may designate in a written notice to the Administrative Agent, applicable Borrowing Request or, if such Loans are a Borrowing shall not made occur on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. . (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's ’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c) above and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such the Borrower until to but excluding the date such amount is repaid to the Administrative Agent, Agent at (i) in the case of such the Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's ’s Loan as part of such Borrowing for purposes of this Agreement. (de) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Credit Maturity Date. (f) If any Issuing Bank shall not have received from the Borrower the payment required to be made by Section 2.22(e) within the time specified in such Section, such Issuing Bank will promptly notify the Administrative Agent of the L/C Disbursement and the Administrative Agent will promptly notify each Lender of such L/C Disbursement and its Revolving Pro Rata Percentage thereof. Each such Lender shall pay by wire transfer of immediately available funds to the Administrative Agent not later than 2:00 p.m., New York City time, on such date (or, if such Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 10:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Revolving Pro Rata Percentage of such L/C Disbursement (it being understood that (i) if the conditions precedent to borrowing set forth in Sections 4.01(b) and (c) have been satisfied, such amount shall be deemed to constitute an ABR Revolving Loan of such Lender and, to the extent of such payment, the obligations of the Borrower in respect of such L/C Disbursement shall be discharged and replaced with the resulting ABR Borrowing, and (ii) if such conditions precedent to borrowing have not been satisfied, then any such amount paid by any Lender shall not constitute a Loan and shall not relieve the Borrower from its obligation to reimburse such L/C Disbursement), and the Administrative Agent will promptly pay to the applicable Issuing Bank amounts so received by it from the Lenders. The Administrative Agent will promptly pay to the applicable Issuing Bank any amounts received by it from the Borrower pursuant to Section 2.22(e) prior to the time that any Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Lenders that shall have made such payments and to the applicable Issuing Bank, as their interests may appear. If any Lender shall not have made its Revolving Pro Rata Percentage of such L/C Disbursement available to the Administrative Agent as provided above, such Lender and the Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph to but excluding the date such amount is paid, to the Administrative Agent for the account of the applicable Issuing Bank at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans of the applicable Class pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate.

Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Loans comprising each any Borrowing shall be in an aggregate principal amount which is an integral multiple of $1,000,000 10,000,000 and not less than $10,000,000 20,000,000 (or an aggregate principal amount equal to the remaining balance of the applicable available Commitments, as the case may be). (b) Each Borrowing shall be comprised entirely of Eurodollar Loans or ABR Loans, as the applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment with respect to any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; , provided, however, that no the Borrower shall not be entitled to request any Borrowing which, if made, would result in an aggregate of more than five 10 separate Borrowings comprised of Eurodollar Loans of any Lender being made to the Borrowers and outstanding under this Agreement hereunder at any one time. For purposes of the foregoing, Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Loans. (c) Except as otherwise provided in Subject to Section 2.102.04, each Lender shall make each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to the Administrative Agent in New York, New York, not later than 1:00 p.m.12:00 noon, New York City time, and the Administrative Agent shall by 3:00 p.m., New York City time, credit the amounts so received to the general deposit account of the Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other account as such Borrower may designate in a written notice to the Administrative Agent, Agent or, if such Loans are a Borrowing shall not made occur on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. Unless Loans shall be made by the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's portion of such BorrowingLenders pro rata, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c) and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's Loan as part of such Borrowing for purposes of this AgreementSection 2. (d) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Loans. (a) Each Loan shall be made as part of a Borrowing consisting of The Loans made by the Lenders ratably in accordance with their respective applicable Commitments; provided, however, that to the failure of Borrower on any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Loans comprising each Borrowing one date shall be in an aggregate principal amount which is (i) an integral multiple of $1,000,000 and not less than $10,000,000 5,000,000 or (or an aggregate principal amount ii) equal to the remaining available balance of the applicable Commitments, as the case may be). (b) Each Borrowing Loan shall be comprised entirely of Eurodollar Loans either a Reference Rate Loan or ABR Loans, a LIBO Rate Loan as the applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment with respect Subject to any Loan by causing any domestic or foreign branch or Affiliate the provisions of such Lender to make such Loan; providedSections 2.03 and 2.10, however, that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings Loans of more than one Type type may be outstanding at the same time; provided, however, that no Borrower shall be entitled to request any Borrowing which, if made, would result in an aggregate of more than five separate Eurodollar Loans of any Lender being made to the Borrowers and outstanding under this Agreement at any one time. For purposes of the foregoing, Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Loans. (c) Except as otherwise provided in Section 2.10, each Each Lender shall make its portion, as determined under Section 2.14, of each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds paying the amount required to the Administrative Agent in New York, New York, York in immediately available funds not later than 1:00 2:00 p.m., New York City time, and the Administrative Agent shall by 3:00 p.m., New York City time, credit the amounts so received to the general deposit account of the Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other account as such Borrower may designate in a written notice to the Administrative Agent, Agent or, if such Loans are shall not be made on such date because any condition precedent to a Borrowing borrowing herein specified shall is not have been met, return the amounts so received to the respective Lenders. Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing Loan that such Lender will not make available to the Administrative Agent such Lender's portion of such BorrowingLoan, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing Loan in accordance with this paragraph (c) and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and the Administrative Agent shall have so made funds available, then to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay without duplication to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such the Borrower until the date such amount is repaid to the Administrative Agent, Agent at an interest rate equal to (i) in the case of such the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's Loan as part of such Borrowing for purposes of this Agreement. (d) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Loans. (a) Each Loan shall be made as part of a Borrowing consisting of The Eurodollar Loans made by the Lenders on any date shall be in integral multiples of $1,000,000 and in a minimum aggregate principal amount of $1,000,000. (b) Subject to the provisions of Sections 2.17 and 2.18 hereof, Loans shall be made ratably by the Lenders in accordance with their respective applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender hereunder. The initial Loans shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Loans comprising each Borrowing shall be in an aggregate principal amount which is an integral multiple the Lenders against delivery of $1,000,000 and not less than $10,000,000 (or an aggregate principal amount equal Notes, payable to the remaining balance order of the applicable CommitmentsLenders, as the case may be)referred to in Section 2.04 hereof. (bc) Each Borrowing Loan shall be comprised entirely of either a Base Rate Loan or a Eurodollar Loans or ABR Loans, Loan as the applicable Borrower Borrowers may request pursuant to Section 2.032.03 hereof. Each Lender may at its option fulfill its Commitment with respect to any Loan obligations under this Agreement by causing any domestic or foreign branch or Affiliate of such Lender its Applicable Lending Office to make such Loan; provided, however, that any the exercise of such option shall not affect the obligation of the applicable Borrower Borrowers to repay such Loan in accordance with the terms term of this Agreementthe Notes. Borrowings of Not more than one Type six (6) Eurodollar Loans may be outstanding at the same time; provided, however, that no Borrower shall be entitled to request any Borrowing which, if made, would result in an aggregate of more than five separate Eurodollar Loans of any Lender being made to the Borrowers and outstanding under this Agreement at any one time. For purposes of the foregoing, Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Loans. (cd) Except as otherwise provided in Section 2.10Subject to the provisions of Sections 2.17 and 2.18 hereof, each Lender shall make each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder its Loans on the proposed date dates thereof by wire transfer of immediately available funds paying the amount required to the Administrative Agent in New York, New York, York in immediately available funds not later than 1:00 2:00 p.m., New York City time, and the Administrative Agent shall by as soon as practicable, but in no event later than 3:00 p.m., New York City time, credit the amounts so received to the general deposit account of the applicable Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other account as such Borrower may designate the Agent in a written notice to the Administrative Agent, immediately available funds or, if such Loans are not to be made on such date because any condition precedent to a Borrowing borrowing herein specified shall is not have been met, return the amounts so received to the respective Lenders. Unless the Administrative Agent . (e) The Borrowers shall have received the right at any time upon prior irrevocable written, telex or facsimile notice from a Lender prior (promptly confirmed in writing) to the date Agent given in the manner and at the times specified in Section 2.03 hereof with respect to the Loans into which conversion or continuation is to be made, to convert all or any portion of Eurodollar Loans into Base Rate Loans, to convert all or any portion of Base Rate Loans into Eurodollar Loans (specifying the Interest Period to be applicable thereto) and to continue all or any portion of any Borrowing that such Lender will not make available to Eurodollar Loans into a subsequent Interest Period selected by the Administrative Agent such Lender's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing Borrowers in accordance with this paragraph (c) and the Administrative Agent mayterms hereof, in reliance upon such assumption, make available each instance subject to the applicable Borrower on such date a corresponding amount. If terms and conditions of this Agreement (including the last sentence of Section 2.02(c) hereof) and to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent, at following: (i) in the case of such Borrowera conversion or continuation of fewer than all the Loans, the interest rate applicable at the time to the aggregate principal amount of Loans comprising such Borrowing and (iiA) converted shall not be less than $1,000,000 in the case of Base Rate Loans or (B) converted or continued shall not be less than $1,000,000 in the case of Eurodollar Loans and shall be an integral multiple of $1,000,000; (ii) accrued interest on a Loan (or portion thereof) being converted or continued shall be paid by the Borrowers at the time of conversion or continuation; (iii) if any Eurodollar Loan is converted at any time other than the end of an Interest Period applicable thereto, the Borrowers shall make such Lenderpayments associated therewith as are required pursuant to Section 2.12 hereof; (iv) any portion of a Eurodollar Loan which is subject to an Interest Period ending on a date that is less than three (3) months prior to the Termination Date may not be converted into, or continued as, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination Eurodollar Loan and shall be conclusive absent manifest error)automatically converted at the end of such Interest Period into a Base Rate Loan; and (v) no Default or Event of Default shall have occurred and be continuing. The Interest Period applicable to any Eurodollar Loan resulting from a conversion or continuation shall be specified by Jitney Jungle in the irrevocable notice of conversion or continuation delivered pursuant to this Section; provided, however, that if no such Interest Period shall be specified, the Borrowers shall be deemed to have selected an Interest Period of one (1) month's duration. If the Borrowers shall not have given timely notice to continue any Eurodollar Loan into a subsequent Interest Period (and shall not otherwise have given notice to convert such Lender shall repay Loan), such Loan (unless repaid or required to be repaid pursuant to the Administrative Agent such corresponding amountterms hereof) shall, such amount shall constitute such Lender's Loan as part of such Borrowing for purposes of this Agreementsubject to (iv) above, automatically be converted into a Base Rate Loan. (d) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable Commitments; provided, however, provided that the failure of any Lender to make any its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Loans comprising each Borrowing shall be in an aggregate principal amount which is an integral multiple of $1,000,000 and not less than $10,000,000 (or an aggregate principal amount equal to the remaining balance of the applicable Commitments, as the case may be). (b) Each Subject to Sections 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans or ABR Loans, as the applicable any Borrower may request pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment with respect to make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, provided that any exercise of such option shall not affect the obligation of the applicable Borrower Borrowers to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, provided that no Borrower Borrowers shall not be entitled to request any Borrowing whichthat, if made, would result in an aggregate of more than five separate Eurodollar Loans of any Lender being made to the Borrowers and Borrowings outstanding under this Agreement hereunder at any one time. For purposes of the foregoing, Loans Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate LoansBorrowings. (c) Except as otherwise provided in Section 2.10, each Each Lender shall make each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent in New York, New York, may designate not later than 1:00 p.m.11:00 a.m., New York City time, and the Administrative Agent shall by 3:00 p.m., New York City time, promptly credit the amounts so received to the general deposit account of the Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other an account as such directed by any Borrower may designate in a written notice to the applicable Borrowing Request maintained with the Administrative Agent, Agent or, if such Loans are a Borrowing shall not made occur on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. . (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's ’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower Borrowers on such date a corresponding amount. If and the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the applicable Borrower Borrowers severally agree agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower Borrowers until the date such amount is repaid to the Administrative Agent, Agent at (i) in the case of such BorrowerBorrowers, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error)in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's ’s Loan as part of such Borrowing for purposes of this Agreement, and Borrowers’ obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (de) Notwithstanding any other provision of this Agreement, no Borrower none of the Borrowers shall be entitled to request request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Loans. (a) Each Revolving Credit Loan shall be made as part of a Borrowing consisting of Revolving Credit Loans made by the Lenders ratably in accordance with their respective applicable Commitments; provided, however, that . Each Competitive Loan shall be made in accordance with the procedures set forth in Section 2.4. The failure of any Lender to make any Loan required to be made by it shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Loans comprising each any Borrowing shall be (i) in the case of Competitive Loans and LIBOR Loans, in an aggregate principal amount which Dollar Equivalent Amount that is an integral multiple of $1,000,000 5,000,000 and not less than $10,000,000 and (ii) in the case of ABR Loans, in an aggregate principal amount that is an integral multiple of $500,000 and not less than $5,000,000 (or if less, an aggregate principal amount equal to the remaining balance of the applicable Commitments, as the case may beavailable Total Commitment). (b) Each Competitive Borrowing shall be comprised entirely of Eurodollar LIBOR Competitive Loans or Fixed Rate Loans. Each Borrowing shall be comprised entirely of LIBOR Loans or ABR Loans, as the applicable Borrower may request pursuant to Section 2.032.4 or 2.5, as applicable. Each Lender may at its option fulfill its Commitment with respect to make any LIBOR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this AgreementAgreement and the applicable Note. Borrowings of more than one Interest Rate Type may be outstanding at the same time; provided, however, provided that no the Borrower shall not be entitled to request any Borrowing whichthat, if made, would result in an aggregate of more than five twenty (20) separate Eurodollar Loans (other than Competitive Loans) of any Lender being made to the Borrowers and outstanding under this Agreement hereunder at any one time. For purposes of the foregoingcalculation required by the immediately preceding sentence, LIBOR Revolving Credit Loans having different Interest PeriodsPeriods or having been made in different Currencies, regardless of whether they commence on the same date, shall be considered separate LoansLoans and all Loans of a single Interest Rate Type made on a single date shall be considered a single Loan if such Loans have a common Interest Period. (c) Except as otherwise provided in Subject to Section 2.102.6, each Lender shall make each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof by wire transfer making funds available at the office of immediately available funds to the Administrative Agent specified in New YorkSection 9.1 for credit to PHH Corporation Clearing Account, New YorkAccount No. 000-0-00000 (Reference: PHH Corporation Credit Agreement dated as of March 4, not 1997) or as otherwise directed by the Administrative Agent no later than 1:00 p.m., P.M. New York City timetime in the case of Loans other than ABR Loans, and 4:00 P.M. New York City time in the case of ABR Loans, in each case, in immediately available funds. Upon receipt of the funds to be made available by the Lenders to fund any Borrowing hereunder, the Administrative Agent shall disburse such funds by 3:00 p.m., New York City time, credit the amounts so received to the general deposit depositing them into an account of the Borrower to which such Loan is to be made maintained with Mellon Bank, N.A., or such other account as such Borrower may designate in a written notice to the Administrative Agent, or, if such . Competitive Loans shall be made by the Lender or Lenders whose Competitive Bids therefor are not made on such date because any condition precedent accepted pursuant to a Borrowing herein specified shall not have been met, return Section 2.4 in the amounts so received to accepted and Loans shall be made by all the respective Lenders. Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing Lenders pro rata in accordance with Section 2.1 and this paragraph (c) and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's Loan as part of such Borrowing for purposes of this AgreementSection 2.2. (d) Notwithstanding any other provision of this Agreement, no the Borrower shall not be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Termination Date.

Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Loans comprising each any Borrowing shall be in an aggregate principal amount which that is an integral multiple of $1,000,000 500,000 and not less than $10,000,000 (or an aggregate principal amount equal to the remaining balance of the applicable Commitments, as the case may be)2,000,000. (b) Each Subject to Sections 2.08 and 2.15, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans or ABR Loans, as the applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment with respect to make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that no the Borrower shall not be entitled to request any Borrowing whichthat, if made, would result in an aggregate of more than five separate twelve Eurodollar Loans of any Lender being made to the Borrowers and Borrowings outstanding under this Agreement hereunder at any one time. For purposes of the foregoing, Loans Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate LoansBorrowings. (c) Except as otherwise provided in Section 2.10, each Each Lender shall make each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent in New York, New York, may designate not later than 1:00 p.m., New York City time, and the Administrative Agent shall by 3:00 p.m., New York City time, promptly credit the amounts so received to the general deposit an account of designated by the Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other account as such Borrower may designate in a written notice to the Administrative Agent, applicable Borrowing Request or, if such Loans are a Borrowing shall not made occur on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. . (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's ’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c) above and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such the Borrower until to but excluding the date such amount is repaid to the Administrative Agent, Agent at (i) in the case of such the Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's ’s Loan as part of such Borrowing for purposes of this Agreement. Agreement and (dx) Notwithstanding any other provision of Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Agreement, no Borrower Section 2.02(d) shall be entitled to request any Borrowing cease and (y) if the Interest Period requested with respect thereto would end after Borrower pays such amount to the Maturity DateAdministrative Agent, the amount so paid shall constitute a repayment of such Borrowing by such amount.

Loans. (a) Each Loan shall be made as part of The Borrower may request a Borrowing consisting (other than a Conversion) by delivering a notice (a "NOTICE OF BORROWING") to the Administrative Agent no later than 3:00 P.M. on the third Business Day or, in the case of Loans made by ABR Loans, on the Lenders ratably in accordance with their respective applicable Commitments; providedfirst Business Day, however, that prior to the failure date of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender)proposed Borrowing. The Loans comprising Administrative Agent shall give each Lender prompt notice of each Notice of Borrowing. Each Notice of Borrowing shall be in an aggregate principal substantially the form of Exhibit A and shall specify the requested (i) date of such Borrowing (which shall be a Business Day, but in no event later than the Business Day immediately preceding the Revolving Credit Termination Date), (ii) Type of Loans to be made in connection with such Borrowing, (iii) Interest Period, if any, for such Loans and (iv) amount which is an integral multiple of $1,000,000 and not less than $10,000,000 (or an aggregate principal amount equal such Borrowing. Each proposed Borrowing shall conform to the remaining balance requirements of the applicable Commitments, as the case may be)Sections 3.03 and 3.04. (b) Each Borrowing shall be comprised entirely of Eurodollar Loans or ABR LoansLender shall, as before 12:00 noon on the applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment with respect to any Loan by causing any domestic or foreign branch or Affiliate date of such Lender to Borrowing, make such Loan; provided, however, that any exercise available for the account of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that no Borrower shall be entitled to request any Borrowing which, if made, would result in an aggregate of more than five separate Eurodollar Loans of any Lender being made to the Borrowers and outstanding under this Agreement at any one time. For purposes of the foregoing, Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Loans. (c) Except as otherwise provided in Section 2.10, each Lender shall make each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds its Applicable Lending Office to the Administrative Agent at the Administrative Agent's address referred to in New YorkSection 11.02, New Yorkin same day funds, not later than 1:00 p.m.such Lender's Percentage of such Borrowing. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article VI, New York City time, and the Administrative Agent shall by 3:00 p.m., New York City time, credit the amounts so received will make such funds available to the general deposit account of the Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other account as such Borrower may designate in a written notice to at the Administrative Agent's aforesaid address. Notwithstanding the foregoing, or, if such Loans are not made on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. Unless unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's portion Percentage of such Borrowing, the Administrative Agent may assume that such Lender has made such portion Percentage available to the Administrative Agent on the date of such Borrowing in accordance with the first sentence of this paragraph subsection (c) b), and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. . (c) If and to the extent that such any Lender (a "NON-PERFORMING LENDER") shall not have made such portion available to the Administrative Agent, in accordance with subsection (b) above, such Lender's Percentage of any Borrowing, the non-performing Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand corresponding amounts (not to exceed the aggregate amount that such corresponding amount non-performing Lender failed to make available to the Administrative Agent), together with interest thereon, thereon for each day from the date such amount is made available to such the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such the Borrower, the interest rate applicable at the time to the Loans comprising made in connection with such Borrowing and (ii) in the case of such Lender, a rate determined by the Federal Funds Effective Rate. Within the limits of each Lender's Available Commitment and subject to the other terms and conditions set forth in this Agreement for the making of Loans, the Borrower may request (and the Lenders shall honor) one or more additional Borrowings from the performing Lenders to fund such repayment to the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error)Agent. If such a non-performing Lender shall repay to the Administrative Agent such corresponding amountamount in full (with interest as above provided), (x) the Administrative Agent shall apply such corresponding amount and interest to the repayment to the Administrative Agent (or repayment of Loans made to fund such repayment to the Administrative Agent), and shall make any remainder available to the Borrower and (y) such amount so repaid shall be deemed to constitute such Lender's Loan Loan, made as part of such Borrowing for purposes of this AgreementAgreement as if funded concurrently with the other Loans made as part of such Borrowing, and such Lender shall forthwith cease to be deemed a non-performing Lender; if and so long as such non-performing Lender shall not repay such amount, and unless and until an Eligible Assignee shall have assumed and performed the obligations of such non-performing Lender, all computations by the Administrative Agent of Percentages, Commitments and payments hereunder shall be made without regard to the Commitments, or outstanding Loans, of such non-performing Lender, and any amounts paid to the Administrative Agent for the account of such non-performing Lender shall be held by the Administrative Agent in trust for such non-performing Lender in a non-interest-bearing special purpose account. Nothing herein shall in any way limit, waive or otherwise reduce any claims that any party hereto may have against any non-performing Lender. The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing. (d) Notwithstanding any other provision of this AgreementAny Lender may request that Loans made by it hereunder be evidenced by a Promissory Note. In such event, no the Borrower shall prepare, execute and deliver to such Lender a Promissory Note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such Promissory Note and interest thereon shall at all times (including after assignment pursuant to Section 11.07) be entitled represented by one or more Promissory Notes in such form payable to request any Borrowing the order of the payee named therein (or, if the Interest Period requested with respect thereto would end after the Maturity Datesuch Promissory Note is a registered note, to such payee and its registered assigns).

Loans. (a) Each Loan shall be made as part of The Borrower may request a Borrowing consisting (other than a Conversion) by delivering a notice (a "NOTICE OF BORROWING") to the Administrative Agent no later than 12:00 noon (New York City time) on the third Business Day or, in the case of Loans made by ABR Loans, on the Lenders ratably in accordance with their respective applicable Commitments; providedfirst Business Day, however, that prior to the failure date of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender)proposed Borrowing. The Loans comprising Administrative Agent shall give each Lender prompt notice of each Notice of Borrowing. Each Notice of Borrowing shall be in an aggregate principal substantially the form of Exhibit A and shall specify the requested (i) date of such Borrowing, (ii) Type of Loans to be made in connection with such Borrowing, (iii) Interest Period, if any, for such Loans and (iv) amount which is an integral multiple of $1,000,000 and not less than $10,000,000 (or an aggregate principal amount equal such Borrowing. Each proposed Borrowing shall conform to the remaining balance requirements of the applicable Commitments, as the case may be)Sections 3.03 and 3.04. (b) Each Borrowing shall be comprised entirely of Eurodollar Loans or ABR LoansLender shall, as before 12:00 noon (New York City time) on the applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment with respect to any Loan by causing any domestic or foreign branch or Affiliate date of such Lender to Borrowing, make such Loan; provided, however, that any exercise available for the account of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that no Borrower shall be entitled to request any Borrowing which, if made, would result in an aggregate of more than five separate Eurodollar Loans of any Lender being made to the Borrowers and outstanding under this Agreement at any one time. For purposes of the foregoing, Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Loans. (c) Except as otherwise provided in Section 2.10, each Lender shall make each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds its Applicable Lending Office to the Administrative Agent at the Administrative Agent's offices at 0 Xxxxx Xxx, Xxxxx 000, Xxx Xxxxxx, XX 00000, in New Yorksame day funds, New Yorksuch Lender's Percentage of such Borrowing. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article V, not later than 1:00 p.m., New York City time, and the Administrative Agent shall by 3:00 p.m., New York City time, credit the amounts so received will make such funds available to the general deposit account of the Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other account as such Borrower may designate in a written notice to at the Administrative Agent's aforesaid address. Notwithstanding the foregoing, or, if such Loans are not made on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. Unless unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's portion Percentage of such Borrowing, the Administrative Agent may assume that such Lender has made such portion Percentage available to the Administrative Agent on the date of such Borrowing in accordance with the first sentence of this paragraph subsection (c) b), and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. (c) Any Lender may request that Loans made by it be evidenced by a Promissory Note. If In such event, the Borrower shall prepare, execute and deliver to such Lender a Promissory Note payable to the extent that order of such Lender shall not have made (or, if requested by such portion available Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such Lender Promissory Note and the applicable Borrower severally agree interest thereon shall at all times (including after assignment pursuant to repay Section 10.07) be represented by one or more Promissory Notes in such form payable to the Administrative Agent forthwith on demand order of the payee named therein (or, if such corresponding amount together with interest thereonPromissory Note is a registered note, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing payee and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest errorregistered assigns). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's Loan as part of such Borrowing for purposes of this Agreement. (d) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Loans. (a) Each Loan shall be made as part of The Borrower may request a Borrowing consisting (other than a Conversion) by delivering a notice (a “Notice of Loans made by Borrowing”) to the Lenders ratably Administrative Agent no later than 12:00 noon on the third Business Day or, in accordance with their respective applicable Commitments; providedthe case of ABR Loans, howeveron the first Business Day, that prior to the failure date of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender)proposed Borrowing. The Loans comprising Administrative Agent shall give each Lender prompt notice of each Notice of Borrowing. Each Notice of Borrowing shall be in an aggregate principal substantially the form of Exhibit A and shall specify the requested (i) date of such Borrowing (which shall be a Business Day, but in no event later than the Business Day immediately preceding the Revolving Credit Termination Date), (ii) Type of Loans to be made in connection with such Borrowing, (iii) Interest Period, if any, for such Loans and (iv) amount which is an integral multiple of $1,000,000 and not less than $10,000,000 (or an aggregate principal amount equal such Borrowing. Each proposed Borrowing shall conform to the remaining balance requirements of the applicable Commitments, as the case may be)Sections 3.03 and 3.04. (b) Each Borrowing shall be comprised entirely of Eurodollar Loans or ABR LoansLender shall, as before 12:00 noon on the applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment with respect to any Loan by causing any domestic or foreign branch or Affiliate date of such Lender to Borrowing, make such Loan; provided, however, that any exercise available for the account of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that no Borrower shall be entitled to request any Borrowing which, if made, would result in an aggregate of more than five separate Eurodollar Loans of any Lender being made to the Borrowers and outstanding under this Agreement at any one time. For purposes of the foregoing, Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Loans. (c) Except as otherwise provided in Section 2.10, each Lender shall make each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s address referred to in New YorkSection 11.02, New Yorkin same day funds, not later than 1:00 p.m.such Lender’s Percentage of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article VI, New York City time, and the Administrative Agent shall by 3:00 p.m., New York City time, credit the amounts so received will make such funds available to the general deposit account of the Borrower to which such Loan is to be made with Mellon Bank, N.A., or such other account as such Borrower may designate in a written notice to at the Administrative Agent’s aforesaid address. Notwithstanding the foregoing, or, if such Loans are not made on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. Unless unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's portion ’s Percentage of such Borrowing, the Administrative Agent may assume that such Lender has made such portion Percentage available to the Administrative Agent on the date of such Borrowing in accordance with the first sentence of this paragraph subsection (c) b), and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. . (c) If and to the extent that such any Lender (a “non-performing Lender”) shall not have made such portion available to the Administrative Agent, in accordance with subsection (b) above, such Lender’s Percentage of any Borrowing, the non-performing Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount amounts, together with interest thereon, thereon for each day from the date such amount is made available to such the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such the Borrower, the interest rate applicable at the time to the Loans comprising made in connection with such Borrowing and (ii) in the case of such Lender, a rate determined by the Federal Funds Effective Rate. Within the limits of each Lender’s Available Commitment and subject to the other terms and conditions set forth in this Agreement for the making of Loans (including Section 8.01(h)), the Borrower may request (and the Lenders shall honor) one or more additional Borrowings from the performing Lenders to fund such repayment to the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error)Agent. If such a non-performing Lender shall repay to the Administrative Agent such corresponding amountamount in full (with interest as above provided), (x) the Administrative Agent shall apply such corresponding amount and interest to the repayment to the Administrative Agent (or repayment of Loans made to fund such repayment to the Administrative Agent), and shall make any remainder available to the Borrower and (y) such amount so repaid shall be deemed to constitute such Lender's Loan ’s Loan, made as part of such Borrowing for purposes of this AgreementAgreement as if funded concurrently with the other Loans made as part of such Borrowing, and such Lender shall forthwith cease to be deemed a non-performing Lender; if and so long as such non-performing Lender shall not repay such amount, and unless and until an Eligible Assignee shall have assumed and performed the obligations of such non-performing Lender, all computations by the Administrative Agent of Percentages, Commitments and payments hereunder shall be made without regard to the Commitments, or outstanding Loans, of such non-performing Lender, and any amounts paid to the Administrative Agent for the account of such non-performing Lender shall be held by the Administrative Agent in trust for such non-performing Lender in a non-interest-bearing special purpose account. Nothing herein shall in any way limit, waive or otherwise reduce any claims that any party hereto may have against any non-performing Lender. The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing. (d) Notwithstanding any other provision of this AgreementAny Lender may request that Loans made by it hereunder be evidenced by a Promissory Note. In such event, no the Borrower shall prepare, execute and deliver to such Lender a Promissory Note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such Promissory Note and interest thereon shall at all times (including after assignment pursuant to Section 11.07) be entitled represented by one or more Promissory Notes in such form payable to request any Borrowing the order of the payee named therein (or, if the Interest Period requested with respect thereto would end after the Maturity Datesuch Promissory Note is a registered note, to such payee and its registered assigns).

Loans. (a) Each Loan shall be (i) with respect to the Class A Loans, made as part of a Borrowing consisting borrowing of Class A Loans made by the Lenders ratably in accordance with their respective applicable Class A Commitments and (ii) with respect to the Class B Loans, made as part of a borrowing of Class B Loans made by the Lenders ratably in accordance with their respective Class B Commitments; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Loans comprising each Borrowing shall be in an aggregate principal amount which that is (i) an integral multiple of $1,000,000 1,000 and not less than $10,000,000 250,000 (or an aggregate principal such other minimum amount as the Borrower and the Administrative Agent shall agree from time to time) or (ii) equal to the remaining available balance of the applicable aggregate Commitments, as the case may be). (b) Each Borrowing shall be comprised entirely of Eurodollar Loans or ABR Loans, as the applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment with respect to make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that no Borrower shall be entitled to request any Borrowing which, if made, would result in an aggregate of more than five separate Eurodollar Loans of any Lender being made to the Borrowers and outstanding under this Agreement at any one time. For purposes of the foregoing, Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Loans. (c) Except as otherwise provided in Section 2.10, each Each Lender shall make each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent in New York, New York, may designate not later than 1:00 p.m.10:00 a.m., New York City time, and the Administrative Agent shall by 3:00 p.m., New York City time, credit (i) remit the amounts so received (net of amounts required to be deposited in the general deposit Reserve Account pursuant to Section 2.03(d)) by wire transfer of immediately available funds to an account in the name of the Borrower, maintained in the United States and designated by the Borrower to which such Loan is to in the applicable Borrowing Request or (ii) if Loans will not be made with Mellon Bank, N.A., or such other account as such Borrower may designate in a written notice to the Administrative Agent, or, if such Loans are not made on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. . (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing Loans are to made hereunder that such Lender will not make available to the Administrative Agent such Lender's portion of such Borrowing’s Loan, the Administrative Agent may assume that such Lender has made such portion its Loan available to the Administrative Agent on the date of such Borrowing Loans in accordance with this paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion its Loan available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such the Borrower until the date such amount is repaid to the Administrative Agent, Agent at (i) in the case of such the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing in question and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-short term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's ’s Loan as part of such Borrowing for purposes of this Agreement. (d) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Loans comprising each any Borrowing shall be in an aggregate principal amount which that is an integral multiple of $1,000,000 and not less than $10,000,000 (or an aggregate principal amount equal to the remaining balance of the applicable Commitments, as the case may be)5,000,000. (b) Each Subject to Sections 2.07 and 2.14, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans or ABR Loans, as the applicable Borrower may request pursuant to Section 2.032.09. Each Lender may at its option fulfill its Commitment with respect to make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that no the Borrower shall not be entitled to request any Borrowing whichthat, if made, would result in an aggregate of more than five separate seven Eurodollar Loans of any Lender being made to the Borrowers and Borrowings outstanding under this Agreement hereunder at any one time. For purposes of the foregoing, Loans Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate LoansBorrowings. (c) Except as otherwise provided in Section 2.10, each Each Lender shall make each Loan that is (A) an ABR Loan or (B) a Eurodollar Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to the Administrative Agent such account in New York, New York, York City as the Agent may designate not later than 1:00 p.m., New York City time, and the Administrative Agent shall by 3:00 p.m., New York City time, promptly credit the amounts so received to the general deposit account of designated by the Borrower pursuant to which such Loan is to be made with Mellon Bank, N.A., or such other account as such Borrower may designate in a written notice to the Administrative Agent, Section 2.01 or, if such Loans are a Borrowing shall not made occur on such date because any condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. . (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's ’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c) above and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and the Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such the Borrower until to but excluding the date such amount is repaid to the Administrative Agent, Agent at (i) in the case of such the Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's ’s Loan as part of such Borrowing for purposes of this Agreement. (de) Notwithstanding Nothing in this Section shall be deemed to relieve any other provision Lender of its obligations in respect of its Commitment hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of a default by such Lender under this Agreement, no Borrower shall be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.