Common use of Making the Advance Clause in Contracts

Making the Advance. (a) Each Advance made under this Article II shall consist of the Loans made by each Lender Group ratably in proportion to such Lender Group's respective Pro Rata Share and shall be made pursuant to a Borrowing Notice issued by the Borrower to the Administrative Agents and the Hedge Counterparties. To be effective, a Borrowing Notice must be received by each Administrative Agent not less than two (2) Business Days prior to the requested Borrowing Date; provided that the initial Borrowing Notice issued by the Borrower hereunder may be issued to the Administrative Agents on the Effective Date. Each Administrative Agent shall forward each Borrowing Notice to the Lenders in its Lender Group. Each Borrowing Notice shall, except as set forth below, be irrevocable and shall specify: (i) the new Contracts being pledged in connection with such Advance (the "New Contracts"), (ii) the requested aggregate principal amount of such Advance and the amount of the Loan, (iii) the Borrowing Date, (iv) the Cutoff Date in respect of the New Contracts, (v) the initial Tranche Period and Rate Type requested by the Borrower, and (vi) the Hedging Rate existing under the Hedge Agreements for the Loans to be made by each Lender Group on such Borrowing Date, which Hedging Rate shall be used in the calculation of the Yield Supplement Overcollateralization Amount in respect of the New Contracts. On each Borrowing Date, upon satisfaction of the applicable conditions precedent set forth in Article III, and so long as such Advance does not otherwise violate the terms and conditions hereof, each Conduit Lender or each Committed Lender, as applicable, shall remit to the account specified by the Administrative Agent in its Lender Group by wire transfer in same day funds at such time as shall enable such Administrative Agent to remit such funds to the Borrower by 12:00 p.m. (New York City time) on the Borrowing Date, an amount equal to (1) in the case of a Conduit Lender, its Lender Group's Pro Rata Share of the Advance, and (2) in the case of a Committed Lender, its individual Pro Rata Share thereof. Upon receipt of such funds, each Administrative Agent shall by 12:00 pm (New York City time) on such Borrowing Date initiate a wire transfer of same day funds in such amount to account #35090000 xxxntained on behalf of the Borrower at The Northern Trust Company (the "NTC Account"); provided that, with respect to the funds remitted to the Administrative Agent of the JPMorgan Lender Group in respect of such Advance, such Administrative Agent shall (x) deposit or cause to be deposited in the Reserve Account a portion of such funds, to the extent available, up to the amount necessary to cause the funds then held in the Reserve Account to equal the Minimum Reserve Amount after giving effect to such Advance, and (y) initiate a wire transfer of the balance of such funds, if any, to the NTC Account. Upon the making of such wire transfers and deposits, each Lender Group shall be deemed to have extended its Loan to the Borrower as part of such Advance. Notwithstanding the foregoing, the initial Advance hereunder shall be disbursed in the following manner: (i) in the case of each of the Lender Groups of which JPMorgan and CNAI is Administrative Agent, such Administrative Agent shall apply the proceeds of its Lender Group's Pro Rata Share of the initial Advance to the "Borrower Obligations" then owing such Lender Group under the Existing Credit Agreement, (ii) in the case of each other Lender Group, the Administrative Agent of such Lender Group shall remit the proceeds of such Lender Group's Pro Rata Share of the initial Advance to the Program Agent, and (iii) the Program Agent shall distribute funds received by it from the Administrative Agents of such other Lender Groups to (A) JPMorgan and CNAI, for application to the "Borrower Obligations" then outstanding under the Existing Credit Agreement, (B) the Program Agent, for deposit to the Reserve Account in an amount equal to the Minimum Reserve Amount, and (C) the Borrower, to the extent of any balance remaining. Upon the making of such disbursements in accordance with the foregoing, each Lender Group shall be deemed to have extended its Pro Rata Share of the initial Advance to the Borrower.

Making the Advance. (a) Each Advance made under this Article II shall consist of the Loans made by each Lender Group ratably in proportion to such Lender Group's ’s respective Pro Rata Share and shall be made pursuant to a Borrowing Notice issued by the Borrower to the Administrative Agents and the Hedge CounterpartiesAgents. To be effective, a Borrowing Notice must be received by each Administrative Agent not less than two (2) Business Days prior to the requested Borrowing Date; provided that the initial Borrower cannot issue more than four Borrowing Notice issued by the Borrower hereunder may be issued to the Administrative Agents on the Effective DateNotices during any calendar month. Each Administrative Agent shall forward each Borrowing Notice to the Lenders in its Lender Group. Each Borrowing Notice shall, except as set forth below, be irrevocable and shall specify: (i) the new Contracts being pledged in connection with such Advance (the "“New Contracts"”),; (ii) the requested aggregate principal amount of such Advance and the amount of the Loan,Loan which shall be in an amount of at least $2,000,0000 or an integral multiple of $100,000 in excess thereof; (iii) the Borrowing Date,; (iv) the Cutoff Date in respect of the New Contracts,; and (v) the initial Tranche Period and Rate Type requested by the Borrower, and (vi) the Hedging Rate existing under the Hedge Agreements for the Loans to be made by each Lender Group on such Borrowing Date, which Hedging Rate shall be used in the calculation of the Yield Supplement Overcollateralization Amount in respect of the New Contracts. On each Borrowing Date, upon satisfaction of the applicable conditions precedent set forth in Article III, and so long as such Advance does not otherwise violate the terms and conditions hereof, each Conduit Lender or each Committed Lender, as applicable, shall remit to the account specified by the Administrative Agent in its Lender Group by wire transfer in same day funds at such time as shall enable such Administrative Agent to remit such funds to the Borrower by 12:00 p.m. (New York City time) on the Borrowing Date, an amount equal to (1) in the case of a Conduit Lender, its Lender Group's ’s Pro Rata Share of the Advance, and (2) in the case of a Committed Lender, its individual Pro Rata Share thereof. Upon receipt of such funds, each Administrative Agent shall by 12:00 pm (New York City time) on such Borrowing Date initiate a wire transfer of same day funds in such amount to account #35090000 xxxntained 921258398 maintained on behalf of the Borrower at The Northern Trust Company JPMorgan Chase Bank, N.A. (the "NTC “Borrower Account"”); provided that, with respect to the funds remitted to the Administrative Agent of the JPMorgan Lender Group in respect of such Advance, such Administrative Agent shall (x) deposit or cause to be deposited in the Reserve Account a portion of such funds, to the extent available, up to the amount necessary to cause the funds then held in the Reserve Account to equal the Minimum Reserve Amount after giving effect to such Advance, and (y) initiate a wire transfer of the balance of such funds, if any, to the NTC Account. Upon the making of such wire transfers and deposits, each Lender Group shall be deemed to have extended its Loan to the Borrower as part of such Advance. Notwithstanding the foregoing, the initial Advance hereunder shall be disbursed in the following manner: (i) in the case of each of the Lender Groups of which JPMorgan and CNAI is Administrative Agent, such Administrative Agent shall apply the proceeds of its Lender Group's Pro Rata Share of the initial Advance to the "Borrower Obligations" then owing such Lender Group under the Existing Credit Agreement, (ii) in the case of each other Lender Group, the Administrative Agent of such Lender Group shall remit the proceeds of such Lender Group's Pro Rata Share of the initial Advance to the Program Agent, and (iii) the Program Agent shall distribute funds received by it from the Administrative Agents of such other Lender Groups to (A) JPMorgan and CNAI, for application to the "Borrower Obligations" then outstanding under the Existing Credit Agreement, (B) the Program Agent, for deposit to the Reserve Account in an amount equal to the Minimum Reserve Amount, and (C) the Borrower, to the extent of any balance remaining. Upon the making of such disbursements in accordance with the foregoing, each Lender Group shall be deemed to have extended its Pro Rata Share of the initial Advance to the Borrower.

Making the Advance. (a) Each Advance made under this Article II shall consist of the Loans made by each Lender Group ratably in proportion to such Lender Group's ’s respective Pro Rata Share and shall be made pursuant to a Borrowing Notice issued by the Borrower to the Administrative Agents and the Hedge CounterpartiesAgents. To be effective, a Borrowing Notice must be received by each Administrative Agent not less than two (2) Business Days prior to the requested Borrowing Date; provided that the initial Borrower cannot issue more than four (4) Borrowing Notice issued by the Borrower hereunder may be issued to the Administrative Agents on the Effective DateNotices during any calendar month. Each Administrative Agent shall forward each Borrowing Notice to the Lenders in its Lender Group. Each Borrowing Notice shall, except as set forth below, be irrevocable and shall specify: (i) the new Contracts being pledged in connection with such Advance (the "“New Contracts"”),; (ii) the requested aggregate principal amount of such Advance and the amount of the Loan,Loan which shall be in an amount of at least $2,000,0000 or an integral multiple of $100,000 in excess thereof; (iii) the Borrowing Date,; (iv) the Cutoff Date in respect of the New Contracts,; and (v) the initial Tranche Period and Rate Type requested by the Borrower, and (vi) the Hedging Rate existing under the Hedge Agreements for the Loans to be made by each Lender Group on such Borrowing Date, which Hedging Rate shall be used in the calculation of the Yield Supplement Overcollateralization Amount in respect of the New Contracts. On each Borrowing Date, upon satisfaction of the applicable conditions precedent set forth in Article III, and so long as such Advance does not otherwise violate the terms and conditions hereof, each Conduit Lender or each Committed Lender, as applicable, shall remit to the account specified by the Administrative Agent in its Lender Group by wire transfer in same day funds at such time as shall enable such Administrative Agent to remit such funds to the Borrower by 12:00 p.m. (New York City time) on the Borrowing Date, an amount equal to (1x) in the case of a Conduit Lender, its Lender Group's ’s Pro Rata Share of the Advance, and (2y) in the case of a Committed Lender, its individual Pro Rata Share thereof. Upon receipt of such funds, each Administrative Agent shall by 12:00 pm (New York City time) on such Borrowing Date initiate a wire transfer of same day funds in such amount to account #35090000 xxxntained 921258398 maintained on behalf of the Borrower at The Northern Trust Company JPMorgan Chase Bank, N.A. (the "NTC “Borrower Account"”); provided that, with respect to the funds remitted to the Administrative Agent of the JPMorgan Lender Group in respect of such Advance, such Administrative Agent shall (x) deposit or cause to be deposited in the Reserve Account a portion of such funds, to the extent available, up to the amount necessary to cause the funds then held in the Reserve Account to equal the Minimum Reserve Amount after giving effect to such Advance, and (y) initiate a wire transfer of the balance of such funds, if any, to the NTC Account. Upon the making of such wire transfers and deposits, each Lender Group shall be deemed to have extended its Loan to the Borrower as part of such Advance. Notwithstanding the foregoing, the initial Advance hereunder shall be disbursed in the following manner: (i) in the case of each of the Lender Groups of which JPMorgan and CNAI is Administrative Agent, such Administrative Agent shall apply the proceeds of its Lender Group's Pro Rata Share of the initial Advance to the "Borrower Obligations" then owing such Lender Group under the Existing Credit Agreement, (ii) in the case of each other Lender Group, the Administrative Agent of such Lender Group shall remit the proceeds of such Lender Group's Pro Rata Share of the initial Advance to the Program Agent, and (iii) the Program Agent shall distribute funds received by it from the Administrative Agents of such other Lender Groups to (A) JPMorgan and CNAI, for application to the "Borrower Obligations" then outstanding under the Existing Credit Agreement, (B) the Program Agent, for deposit to the Reserve Account in an amount equal to the Minimum Reserve Amount, and (C) the Borrower, to the extent of any balance remaining. Upon the making of such disbursements in accordance with the foregoing, each Lender Group shall be deemed to have extended its Pro Rata Share of the initial Advance to the Borrower.

Making the Advance. (a) Each The Advance made under this Article II shall consist of the Loans made by each Lender Group ratably in proportion to such Lender Group's respective Pro Rata Share and shall be made pursuant to on notice (a Borrowing "Notice issued of Borrowing"), given by the Borrower to the Administrative Agents and the Hedge Counterparties. To be effective, a Borrowing Notice must be received by each Administrative Agent not less later than 10:00 A.M. (New York City time) (a) two (2) Business Days prior to the requested Borrowing Date; provided that , if the initial Borrowing Notice issued by the Borrower hereunder may Advance is to be issued to the Administrative Agents initially a Eurodollar Rate Advance and (b) on the Effective Borrowing Date. Each Administrative Agent shall forward each Borrowing Notice to the Lenders in its Lender Group. Each Borrowing Notice shall, except as set forth belowotherwise), be irrevocable and shall specify: specifying (i) the new Contracts being pledged in connection with such Advance (the "New Contracts"), amount to be borrowed, (ii) the requested aggregate principal amount of such Borrowing Date, (iii) whether the Advance is to be a Eurodollar Rate Advance or a Base Rate Advance and (iv) if the Advance is to be initially a Eurodollar Rate Advance, the length of the initial Interest Period therefor. Upon receipt of any such notice from the Borrower, the Agent shall promptly notify the Initial Lender thereof. Upon the satisfaction of the conditions precedent set forth herein, the Initial Lender shall on the Borrowing Date, make available to the Agent at the Agent's Account, in same day funds, the amount of the Loan, (iii) Advance. After the Borrowing Date, (iv) the Cutoff Date in respect Agent's receipt of the New Contracts, (v) the initial Tranche Period such funds and Rate Type requested by the Borrower, and (vi) the Hedging Rate existing under the Hedge Agreements for the Loans to be made by each Lender Group on such Borrowing Date, which Hedging Rate shall be used in the calculation of the Yield Supplement Overcollateralization Amount in respect of the New Contracts. On each Borrowing Date, upon satisfaction fulfillment of the applicable conditions precedent set forth in Article III, and so long as such Advance does not otherwise violate the terms and conditions hereof, each Conduit Lender or each Committed Lender, as applicable, shall remit to the account specified by the Administrative Agent in its Lender Group by wire transfer in same day funds at such time as shall enable such Administrative Agent to remit will make such funds available to the Borrower by 12:00 p.m. transferring the proceeds of the Advance to the Paying Agent at the Paying Agent's Account. (New York City timeb) The Notice of Borrowing shall be irrevocable and binding on the Borrowing DateBorrower. The Borrower shall indemnify the Initial Lender against any loss, an amount equal cost or expense incurred by the Initial Lender as a result of any failure to fulfill on or before the proposed date specified for the Advance the applicable conditions set forth in Article III, including any loss actually incurred by the Initial Lender (1) in including loss of anticipated profits), cost or expense incurred by reason of the case liquidation or reemployment of a Conduit Lender, its deposits or other funds acquired by the Initial Lender Group's Pro Rata Share of to fund the Advance when the Advance, and (2) in the case of as a Committed Lender, its individual Pro Rata Share thereof. Upon receipt result of such fundsfailure, each Administrative Agent shall by 12:00 pm (New York City time) is not made on such Borrowing Date initiate a wire transfer of same day funds in such amount to account #35090000 xxxntained on behalf of the Borrower at The Northern Trust Company (the "NTC Account"); provided that, with respect to the funds remitted to the Administrative Agent of the JPMorgan Lender Group in respect of such Advance, such Administrative Agent shall (x) deposit or cause to be deposited in the Reserve Account a portion of such funds, to the extent available, up to the amount necessary to cause the funds then held in the Reserve Account to equal the Minimum Reserve Amount after giving effect to such Advance, and (y) initiate a wire transfer of the balance of such funds, if any, to the NTC Account. Upon the making of such wire transfers and deposits, each Lender Group shall be deemed to have extended its Loan to the Borrower as part of such Advance. Notwithstanding the foregoing, the initial Advance hereunder shall be disbursed in the following manner: (i) in the case of each of the Lender Groups of which JPMorgan and CNAI is Administrative Agent, such Administrative Agent shall apply the proceeds of its Lender Group's Pro Rata Share of the initial Advance to the "Borrower Obligations" then owing such Lender Group under the Existing Credit Agreement, (ii) in the case of each other Lender Group, the Administrative Agent of such Lender Group shall remit the proceeds of such Lender Group's Pro Rata Share of the initial Advance to the Program Agent, and (iii) the Program Agent shall distribute funds received by it from the Administrative Agents of such other Lender Groups to (A) JPMorgan and CNAI, for application to the "Borrower Obligations" then outstanding under the Existing Credit Agreement, (B) the Program Agent, for deposit to the Reserve Account in an amount equal to the Minimum Reserve Amount, and (C) the Borrower, to the extent of any balance remaining. Upon the making of such disbursements in accordance with the foregoing, each Lender Group shall be deemed to have extended its Pro Rata Share of the initial Advance to the Borrowerdate.

Making the Advance. (a) Each The Advance made under this Article II shall consist of the Loans made by each Lender Group ratably in proportion to such Lender Group's respective Pro Rata Share and shall be made pursuant to on ------------------ notice (a Borrowing "Notice issued of Borrowing"), given by the Borrower to the Administrative Agents and the Hedge Counterparties. To be effective, a Borrowing Notice must be received by each Administrative Agent not less later ------------------- than 10:00 A.M. (New York City time) (a) two (2) Business Days prior to the requested Borrowing Date; provided that , if the initial Borrowing Notice issued by the Borrower hereunder may Advance is to be issued to the Administrative Agents initially a Eurodollar Rate Advance and (b) on the Effective Borrowing Date. Each Administrative Agent shall forward each Borrowing Notice to the Lenders in its Lender Group. Each Borrowing Notice shall, except as set forth belowotherwise), be irrevocable and shall specify: specifying (i) the new Contracts being pledged in connection with such Advance (the "New Contracts"), amount to be borrowed, (ii) the requested aggregate principal amount of such Borrowing Date, (iii) whether the Advance is to be a Eurodollar Rate Advance or a Base Rate Advance and (iv) if the Advance is to be initially a Eurodollar Rate Advance, the length of the initial Interest Period therefor. Upon receipt of any such notice from the Borrower, the Agent shall promptly notify each Lender thereof. Upon the satisfaction of the conditions precedent set forth herein, each Lender shall on the Borrowing Date, make available to the Agent at the Agent's Account, in same day funds, the amount of the Loan, (iii) Advance. After the Borrowing Date, (iv) the Cutoff Date in respect Agent's receipt of the New Contracts, (v) the initial Tranche Period such funds and Rate Type requested by the Borrower, and (vi) the Hedging Rate existing under the Hedge Agreements for the Loans to be made by each Lender Group on such Borrowing Date, which Hedging Rate shall be used in the calculation of the Yield Supplement Overcollateralization Amount in respect of the New Contracts. On each Borrowing Date, upon satisfaction fulfillment of the applicable conditions precedent set forth in Article III, and so long as such Advance does not otherwise violate the terms and conditions hereof, each Conduit Lender or each Committed Lender, as applicable, shall remit to the account specified by the Administrative Agent in its Lender Group by wire transfer in same day funds at such time as shall enable such Administrative Agent to remit will make such funds available to the Borrower by 12:00 p.m. transferring the proceeds of the Advance to the Paying Agent at the Paying Agent's Account. (New York City timeb) The Notice of Borrowing shall be irrevocable and binding on the Borrowing DateBorrower. The Borrower shall indemnify each Lender against any loss, an amount equal cost or expense incurred by such Lender as a result of any failure to fulfill on or before the proposed date specified for the Advance the applicable conditions set forth in Article III, including, without limitation, any loss actually incurred by such Lender (1) in including loss of anticipated profits), cost or expense incurred by reason of the case liquidation or reemployment of a Conduit Lender, its deposits or other funds acquired by such Lender Group's Pro Rata Share of to fund the Advance when the Advance, and (2) in the case of as a Committed Lender, its individual Pro Rata Share thereof. Upon receipt result of such fundsfailure, each Administrative Agent shall by 12:00 pm (New York City time) is not made on such Borrowing Date initiate a wire transfer of same day funds in such amount to account #35090000 xxxntained on behalf of the Borrower at The Northern Trust Company (the "NTC Account"); provided that, with respect to the funds remitted to the Administrative Agent of the JPMorgan Lender Group in respect of such Advance, such Administrative Agent shall (x) deposit or cause to be deposited in the Reserve Account a portion of such funds, to the extent available, up to the amount necessary to cause the funds then held in the Reserve Account to equal the Minimum Reserve Amount after giving effect to such Advance, and (y) initiate a wire transfer of the balance of such funds, if any, to the NTC Account. Upon the making of such wire transfers and deposits, each Lender Group shall be deemed to have extended its Loan to the Borrower as part of such Advance. Notwithstanding the foregoing, the initial Advance hereunder shall be disbursed in the following manner: (i) in the case of each of the Lender Groups of which JPMorgan and CNAI is Administrative Agent, such Administrative Agent shall apply the proceeds of its Lender Group's Pro Rata Share of the initial Advance to the "Borrower Obligations" then owing such Lender Group under the Existing Credit Agreement, (ii) in the case of each other Lender Group, the Administrative Agent of such Lender Group shall remit the proceeds of such Lender Group's Pro Rata Share of the initial Advance to the Program Agent, and (iii) the Program Agent shall distribute funds received by it from the Administrative Agents of such other Lender Groups to (A) JPMorgan and CNAI, for application to the "Borrower Obligations" then outstanding under the Existing Credit Agreement, (B) the Program Agent, for deposit to the Reserve Account in an amount equal to the Minimum Reserve Amount, and (C) the Borrower, to the extent of any balance remaining. Upon the making of such disbursements in accordance with the foregoing, each Lender Group shall be deemed to have extended its Pro Rata Share of the initial Advance to the Borrowerdate.

Making the Advance. (a) Each Advance made under this Article II shall consist of the Loans made by each Lender Group ratably in proportion to such Lender Group's respective Pro Rata Share and Borrowing shall be made pursuant to a Borrowing Notice issued by the Borrower to the Administrative Agents and the Hedge Counterparties. To be effectiveon notice, a Borrowing Notice must be received by each Administrative Agent given not less later than two (2x) Business Days prior to the requested Borrowing Date; provided that the initial Borrowing Notice issued by the Borrower hereunder may be issued to the Administrative Agents on the Effective Date. Each Administrative Agent shall forward each Borrowing Notice to the Lenders in its Lender Group. Each Borrowing Notice shall, except as set forth below, be irrevocable and shall specify: (i) the new Contracts being pledged in connection with such Advance (the "New Contracts"), (ii) the requested aggregate principal amount of such Advance and the amount of the Loan, (iii) the Borrowing Date, (iv) the Cutoff Date in respect of the New Contracts, (v) the initial Tranche Period and Rate Type requested by the Borrower, and (vi) the Hedging Rate existing under the Hedge Agreements for the Loans to be made by each Lender Group on such Borrowing Date, which Hedging Rate shall be used in the calculation of the Yield Supplement Overcollateralization Amount in respect of the New Contracts. On each Borrowing Date, upon satisfaction of the applicable conditions precedent set forth in Article III, and so long as such Advance does not otherwise violate the terms and conditions hereof, each Conduit Lender or each Committed Lender, as applicable, shall remit to the account specified by the Administrative Agent in its Lender Group by wire transfer in same day funds at such time as shall enable such Administrative Agent to remit such funds to the Borrower by 12:00 p.m. 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing Date, an amount equal to (1) in the case of a Conduit Lender, its Lender Group's Pro Rata Share Borrowing consisting of the Advance, and Eurodollar Rate Advances or (2y) in the case of a Committed Lender, its individual Pro Rata Share thereof. Upon receipt of such funds, each Administrative Agent shall by 12:00 pm 1:00 P.M. (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier. Each such notice of a Borrowing Date initiate (a wire transfer “Notice of Borrowing”) shall be made in writing or by electronic mail or telecopier in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shall, before 3:00 P.M. (New York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Agent at the applicable Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article 3, the Agent will make such amount funds available to account #35090000 xxxntained on behalf of the Borrower at The Northern Trust Company the Agent’s address referred to in Section 8.02 or at the applicable Payment Office, as the case may be. (the "NTC Account"); provided that, with respect b) Anything in subsection (a) above to the funds remitted to contrary notwithstanding, the Administrative Agent Borrower may not select Eurodollar Rate Advances for any Borrowing if the obligation of the JPMorgan Lender Group in respect Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.07 or 2.11. (c) Each Notice of such Advance, such Administrative Agent Borrowing shall (x) deposit or cause be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be deposited comprised of Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the Reserve Account a portion applicable conditions set forth in Article 3, including, without limitation, any loss (including loss of such fundsanticipated profits), to the extent available, up to the amount necessary to cause the funds then held in the Reserve Account to equal the Minimum Reserve Amount after giving effect to such Advance, and (y) initiate a wire transfer cost or expense incurred by reason of the balance liquidation or reemployment of deposits or other funds acquired by such funds, if any, Lender to fund the NTC Account. Upon the making of Advance to be made by such wire transfers and deposits, each Lender Group shall be deemed to have extended its Loan to the Borrower as part of such Borrowing when such Advance. Notwithstanding , as a result of such failure, is not made on such date. (d) Unless the foregoingAgent shall have received notice from a Lender prior to the time of any Borrowing that such Lender will not make available to the Agent such Lender’s ratable portion of such Borrowing, the initial Advance hereunder Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall be disbursed in not have so made such ratable portion available to the following manner: Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of each the Borrower, the higher of (A) the Lender Groups of which JPMorgan and CNAI is Administrative Agent, such Administrative Agent shall apply interest rate applicable at the proceeds of its Lender Group's Pro Rata Share of the initial Advance time to the "Borrower Obligations" then owing Advances comprising such Lender Group under Borrowing and (B) the Existing Credit Agreement, cost of funds incurred by the Agent in respect of such amount and (ii) in the case of each such Lender, the Federal Funds Rate. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Bridge Agreement. (e) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender Groupof its obligation, if any, hereunder to make its Advance on the Administrative Agent date of such Borrowing, but no Lender Group shall remit be responsible for the proceeds failure of such any other Lender Group's Pro Rata Share of to make the initial Advance to the Program Agent, and (iii) the Program Agent shall distribute funds received be made by it from the Administrative Agents of such other Lender Groups to (A) JPMorgan and CNAI, for application to on the "Borrower Obligations" then outstanding under the Existing Credit Agreement, (B) the Program Agent, for deposit to the Reserve Account in an amount equal to the Minimum Reserve Amount, and (C) the Borrower, to the extent date of any balance remaining. Upon the making of such disbursements in accordance with the foregoing, each Lender Group shall be deemed to have extended its Pro Rata Share of the initial Advance to the BorrowerBorrowing.

Making the Advance. (a) Each Advance made under this Article II shall consist of the Loans made by each Lender Group ratably in proportion to such Lender Group's respective Pro Rata Share and Borrowing shall be made pursuant to a Borrowing Notice issued by the Borrower to the Administrative Agents and the Hedge Counterparties. To be effectiveon notice, a Borrowing Notice must be received by each Administrative Agent given not less later than two (2x) Business Days prior to the requested Borrowing Date; provided that the initial Borrowing Notice issued by the Borrower hereunder may be issued to the Administrative Agents on the Effective Date. Each Administrative Agent shall forward each Borrowing Notice to the Lenders in its Lender Group. Each Borrowing Notice shall, except as set forth below, be irrevocable and shall specify: (i) the new Contracts being pledged in connection with such Advance (the "New Contracts"), (ii) the requested aggregate principal amount of such Advance and the amount of the Loan, (iii) the Borrowing Date, (iv) the Cutoff Date in respect of the New Contracts, (v) the initial Tranche Period and Rate Type requested by the Borrower, and (vi) the Hedging Rate existing under the Hedge Agreements for the Loans to be made by each Lender Group on such Borrowing Date, which Hedging Rate shall be used in the calculation of the Yield Supplement Overcollateralization Amount in respect of the New Contracts. On each Borrowing Date, upon satisfaction of the applicable conditions precedent set forth in Article III, and so long as such Advance does not otherwise violate the terms and conditions hereof, each Conduit Lender or each Committed Lender, as applicable, shall remit to the account specified by the Administrative Agent in its Lender Group by wire transfer in same day funds at such time as shall enable such Administrative Agent to remit such funds to the Borrower by 12:00 p.m. 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing Date, an amount equal to (1) in the case of a Conduit Lender, its Lender Group's Pro Rata Share Borrowing consisting of the Advance, and Eurodollar Rate Advances or (2y) in the case of a Committed Lender, its individual Pro Rata Share thereof. Upon receipt of such funds, each Administrative Agent shall by 12:00 pm 1:00 P.M. (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier. Each such notice of a Borrowing Date initiate (a wire transfer “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or telecopier in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shall, before 3:00 P.M. (New York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Agent at the applicable Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article 3, the Agent will make such amount funds available to account #35090000 xxxntained on behalf of the Borrower at The Northern Trust Company the Agent’s address referred to in Section 8.02 or at the applicable Payment Office, as the case may be. (the "NTC Account"); provided that, with respect b) Anything in subsection (a) above to the funds remitted to contrary notwithstanding, the Administrative Agent Borrower may not select Eurodollar Rate Advances for any Borrowing if the obligation of the JPMorgan Lender Group in respect Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.07 or 2.11. (c) Each Notice of such Advance, such Administrative Agent Borrowing shall (x) deposit or cause be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be deposited comprised of Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the Reserve Account a portion applicable conditions set forth in Article 3, including, without limitation, any loss (including loss of such fundsanticipated profits), to the extent available, up to the amount necessary to cause the funds then held in the Reserve Account to equal the Minimum Reserve Amount after giving effect to such Advance, and (y) initiate a wire transfer cost or expense incurred by reason of the balance liquidation or reemployment of deposits or other funds acquired by such funds, if any, Lender to fund the NTC Account. Upon the making of Advance to be made by such wire transfers and deposits, each Lender Group shall be deemed to have extended its Loan to the Borrower as part of such Borrowing when such Advance. Notwithstanding , as a result of such failure, is not made on such date. (d) Unless the foregoingAgent shall have received notice from a Lender prior to the time of any Borrowing that such Lender will not make available to the Agent such Lender’s ratable portion of such Borrowing, the initial Advance hereunder Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall be disbursed in not have so made such ratable portion available to the following manner: Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of each the Borrower, the higher of (A) the Lender Groups of which JPMorgan and CNAI is Administrative Agent, such Administrative Agent shall apply interest rate applicable at the proceeds of its Lender Group's Pro Rata Share of the initial Advance time to the "Borrower Obligations" then owing Advances comprising such Lender Group under Borrowing and (B) the Existing Credit Agreement, cost of funds incurred by the Agent in respect of such amount and (ii) in the case of each such Lender, the Federal Funds Rate. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Bridge Agreement. (e) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender Groupof its obligation, if any, hereunder to make its Advance on the Administrative Agent date of such Borrowing, but no Lender Group shall remit be responsible for the proceeds failure of such any other Lender Group's Pro Rata Share of to make the initial Advance to the Program Agent, and (iii) the Program Agent shall distribute funds received be made by it from the Administrative Agents of such other Lender Groups to (A) JPMorgan and CNAI, for application to on the "Borrower Obligations" then outstanding under the Existing Credit Agreement, (B) the Program Agent, for deposit to the Reserve Account in an amount equal to the Minimum Reserve Amount, and (C) the Borrower, to the extent date of any balance remaining. Upon the making of such disbursements in accordance with the foregoing, each Lender Group shall be deemed to have extended its Pro Rata Share of the initial Advance to the BorrowerBorrowing.

Making the Advance. (a) Each Advance made under this Article II shall consist of the Loans made by each Lender Group ratably in proportion to such Lender Group's respective Pro Rata Share and Borrowing shall be made pursuant to a Borrowing Notice issued by the Borrower to the Administrative Agents and the Hedge Counterparties. To be effectiveon notice, a Borrowing Notice must be received by each Administrative Agent given not less later than two (2x) Business Days prior to the requested Borrowing Date; provided that the initial Borrowing Notice issued by the Borrower hereunder may be issued to the Administrative Agents on the Effective Date. Each Administrative Agent shall forward each Borrowing Notice to the Lenders in its Lender Group. Each Borrowing Notice shall, except as set forth below, be irrevocable and shall specify: (i) the new Contracts being pledged in connection with such Advance (the "New Contracts"), (ii) the requested aggregate principal amount of such Advance and the amount of the Loan, (iii) the Borrowing Date, (iv) the Cutoff Date in respect of the New Contracts, (v) the initial Tranche Period and Rate Type requested by the Borrower, and (vi) the Hedging Rate existing under the Hedge Agreements for the Loans to be made by each Lender Group on such Borrowing Date, which Hedging Rate shall be used in the calculation of the Yield Supplement Overcollateralization Amount in respect of the New Contracts. On each Borrowing Date, upon satisfaction of the applicable conditions precedent set forth in Article III, and so long as such Advance does not otherwise violate the terms and conditions hereof, each Conduit Lender or each Committed Lender, as applicable, shall remit to the account specified by the Administrative Agent in its Lender Group by wire transfer in same day funds at such time as shall enable such Administrative Agent to remit such funds to the Borrower by 12:00 p.m. 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing Date, an amount equal to (1) in the case of a Conduit Lender, its Lender Group's Pro Rata Share Borrowing consisting of the Advance, and Eurodollar Rate Advances or (2y) in the case of a Committed Lender, its individual Pro Rata Share thereof. Upon receipt of such funds, each Administrative Agent shall by 12:00 pm 1:00 P.M. (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier. Each such notice of a Borrowing Date initiate (a wire transfer “Notice of Borrowing”) shall be made in writing or by electronic mail or telecopier in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shall, before 3:00 P.M. (New York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Agent at the applicable Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article 3, the Agent will make such amount funds available to account #35090000 xxxntained on behalf of the Borrower at The Northern Trust Company the Agent’s address referred to in Section 8.02 or at the applicable Payment Office, as the case may be. (the "NTC Account"); provided that, with respect b) Anything in subsection (a) above to the funds remitted to contrary notwithstanding, the Administrative Agent Borrower may not select Eurodollar Rate Advances for any Borrowing if the obligation of the JPMorgan Lender Group in respect Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.07 or 2.11. (c) Each Notice of such Advance, such Administrative Agent Borrowing shall (x) deposit or cause be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be deposited comprised of Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the Reserve Account a portion applicable conditions set forth in Article 3, including, without limitation, any loss (including loss of such fundsanticipated profits), to the extent available, up to the amount necessary to cause the funds then held in the Reserve Account to equal the Minimum Reserve Amount after giving effect to such Advance, and (y) initiate a wire transfer cost or expense incurred by reason of the balance liquidation or reemployment of deposits or other funds acquired by such funds, if any, Lender to fund the NTC Account. Upon the making of Advance to be made by such wire transfers and deposits, each Lender Group shall be deemed to have extended its Loan to the Borrower as part of such Borrowing when such Advance. Notwithstanding , as a result of such failure, is not made on such date. (d) Unless the foregoingAgent shall have received notice from a Lender prior to the time of any Borrowing that such Lender will not make available to the Agent such Lender’s ratable portion of such Borrowing, the initial Advance hereunder Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall be disbursed in not have so made such ratable portion available to the following manner: Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of each the Borrower, the higher of (A) the Lender Groups of which JPMorgan and CNAI is Administrative Agent, such Administrative Agent shall apply interest rate applicable at the proceeds of its Lender Group's Pro Rata Share of the initial Advance time to the "Borrower Obligations" then owing Advances comprising such Lender Group under Borrowing and (B) the Existing Credit Agreement, cost of funds incurred by the Agent in respect of such amount and (ii) in the case of each such Lender, the Federal Funds Rate. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Term Loan Agreement. (e) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender Groupof its obligation, if any, hereunder to make its Advance on the Administrative Agent date of such Borrowing, but no Lender Group shall remit be responsible for the proceeds failure of such any other Lender Group's Pro Rata Share of to make the initial Advance to the Program Agent, and (iii) the Program Agent shall distribute funds received be made by it from the Administrative Agents of such other Lender Groups to (A) JPMorgan and CNAI, for application to on the "Borrower Obligations" then outstanding under the Existing Credit Agreement, (B) the Program Agent, for deposit to the Reserve Account in an amount equal to the Minimum Reserve Amount, and (C) the Borrower, to the extent date of any balance remaining. Upon the making of such disbursements in accordance with the foregoing, each Lender Group shall be deemed to have extended its Pro Rata Share of the initial Advance to the BorrowerBorrowing.

Making the Advance. (a) Each Advance made under this Article II shall consist of the Loans made by each Lender Group ratably in proportion to such Lender Group's ’s respective Pro Rata Share and shall be made pursuant to a Borrowing Notice issued by the Borrower to the Administrative Agents and the Hedge CounterpartiesAgents. To be effective, a Borrowing Notice must be received by each Administrative Agent not less than two (2) Business Days prior to the requested Borrowing Date; provided that the initial Borrower cannot issue more than four (4) Borrowing Notice issued by the Borrower hereunder may be issued to the Administrative Agents on the Effective DateNotices during any calendar month. Each Administrative Agent shall forward each Borrowing Notice to the Lenders in its Lender Group. Each Borrowing Notice shall, except as set forth below, be irrevocable and shall specify: (i) the new Contracts being pledged in connection with such Advance (the "“New Contracts"”),; (ii) the requested aggregate principal amount of such Advance and the amount of the Loan,Loan which shall be in an amount of at least $2,000,0000 or an integral multiple of $100,000 in excess thereof; (iii) the Borrowing Date,; (iv) the Cutoff Date in respect of the New Contracts,; and (v) the initial Tranche Period and Rate Type requested by the Borrower, and (vi) the Hedging Rate existing under the Hedge Agreements for the Loans to be made by each Lender Group on such Borrowing Date, which Hedging Rate shall be used other than in the calculation case of any Advance bearing interest based on the Yield Supplement Overcollateralization Amount in respect of the New ContractsCP Rate). On each Borrowing Date, upon satisfaction of the applicable conditions precedent set forth in Article III, and so long as such Advance does not otherwise violate the terms and conditions hereof, each Conduit Lender or each Committed Lender, as applicable, shall remit to the account specified by the Administrative Agent in its Lender Group by wire transfer in same day funds at such time as shall enable such Administrative Agent to remit such funds to the Borrower by 12:00 p.m. (New York City time) on the Borrowing Date, an amount equal to (1x) in the case of a Conduit Lender, its Lender Group's ’s Pro Rata Share of the Advance, and (2y) in the case of a Committed Lender, its individual Pro Rata Share thereof. Upon receipt of such funds, each Administrative Agent shall by 12:00 pm (New York City time) on such Borrowing Date initiate a wire transfer of same day funds in such amount to account #35090000 xxxntained 921258398 maintained on behalf of the Borrower at The Northern Trust Company JPMorgan Chase Bank, N.A. (the "NTC “Borrower Account"”); provided that, with respect to the funds remitted to the Administrative Agent of the JPMorgan Lender Group in respect of such Advance, such Administrative Agent shall (x) deposit or cause to be deposited in the Reserve Account a portion of such funds, to the extent available, up to the amount necessary to cause the funds then held in the Reserve Account to equal the Minimum Reserve Amount after giving effect to such Advance, and (y) initiate a wire transfer of the balance of such funds, if any, to the NTC Account. Upon the making of such wire transfers and deposits, each Lender Group shall be deemed to have extended its Loan to the Borrower as part of such Advance. Notwithstanding the foregoing, the initial Advance hereunder shall be disbursed in the following manner: (i) in the case of each of the Lender Groups of which JPMorgan and CNAI is Administrative Agent, such Administrative Agent shall apply the proceeds of its Lender Group's Pro Rata Share of the initial Advance to the "Borrower Obligations" then owing such Lender Group under the Existing Credit Agreement, (ii) in the case of each other Lender Group, the Administrative Agent of such Lender Group shall remit the proceeds of such Lender Group's Pro Rata Share of the initial Advance to the Program Agent, and (iii) the Program Agent shall distribute funds received by it from the Administrative Agents of such other Lender Groups to (A) JPMorgan and CNAI, for application to the "Borrower Obligations" then outstanding under the Existing Credit Agreement, (B) the Program Agent, for deposit to the Reserve Account in an amount equal to the Minimum Reserve Amount, and (C) the Borrower, to the extent of any balance remaining. Upon the making of such disbursements in accordance with the foregoing, each Lender Group shall be deemed to have extended its Pro Rata Share of the initial Advance to the Borrower.

Making the Advance. (a) Each Advance made under this Article II shall consist of the Loans made by each Lender Group ratably in proportion to such Lender Group's respective Pro Rata Share and Borrowing shall be made pursuant to a Borrowing Notice issued by the Borrower to the Administrative Agents and the Hedge Counterparties. To be effectiveon notice, a Borrowing Notice must be received by each Administrative Agent given not less later than two (2x) Business Days prior to the requested Borrowing Date; provided that the initial Borrowing Notice issued by the Borrower hereunder may be issued to the Administrative Agents on the Effective Date. Each Administrative Agent shall forward each Borrowing Notice to the Lenders in its Lender Group. Each Borrowing Notice shall, except as set forth below, be irrevocable and shall specify: (i) the new Contracts being pledged in connection with such Advance (the "New Contracts"), (ii) the requested aggregate principal amount of such Advance and the amount of the Loan, (iii) the Borrowing Date, (iv) the Cutoff Date in respect of the New Contracts, (v) the initial Tranche Period and Rate Type requested by the Borrower, and (vi) the Hedging Rate existing under the Hedge Agreements for the Loans to be made by each Lender Group on such Borrowing Date, which Hedging Rate shall be used in the calculation of the Yield Supplement Overcollateralization Amount in respect of the New Contracts. On each Borrowing Date, upon satisfaction of the applicable conditions precedent set forth in Article III, and so long as such Advance does not otherwise violate the terms and conditions hereof, each Conduit Lender or each Committed Lender, as applicable, shall remit to the account specified by the Administrative Agent in its Lender Group by wire transfer in same day funds at such time as shall enable such Administrative Agent to remit such funds to the Borrower by 12:00 p.m. 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing Date, an amount equal to (1) in the case of a Conduit Lender, its Lender Group's Pro Rata Share Borrowing consisting of the Advance, and Eurodollar Rate Advances or (2y) in the case of a Committed Lender, its individual Pro Rata Share thereof. Upon receipt of such funds, each Administrative Agent shall by 12:00 pm 1:00 P.M. (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier. Each such notice of a Borrowing Date initiate (a wire transfer “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or telecopier in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shall, before 3:00 P.M. (New York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Agent at the applicable Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article 3, the Agent will make such amount funds available to account #35090000 xxxntained on behalf of the Borrower at The Northern Trust Company the Agent’s address referred to in Section 8.02 or at the applicable Payment Office, as the case may be. (the "NTC Account"); provided that, with respect b) Anything in subsection (a) above to the funds remitted to contrary notwithstanding, the Administrative Agent Borrower may not select Eurodollar Rate Advances for any Borrowing if the obligation of the JPMorgan Lender Group in respect Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.07 or 2.11. (c) Each Notice of such Advance, such Administrative Agent Borrowing shall (x) deposit or cause be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be deposited comprised of Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the Reserve Account a portion applicable conditions set forth in Article 3, including, without limitation, any loss (including loss of such fundsanticipated profits), to the extent available, up to the amount necessary to cause the funds then held in the Reserve Account to equal the Minimum Reserve Amount after giving effect to such Advance, and (y) initiate a wire transfer cost or expense incurred by reason of the balance liquidation or reemployment of deposits or other funds acquired by such funds, if any, Lender to fund the NTC Account. Upon the making of Advance to be made by such wire transfers and deposits, each Lender Group shall be deemed to have extended its Loan to the Borrower as part of such Borrowing when such Advance. Notwithstanding , as a result of such failure, is not made on such date. (d) Unless the foregoingAgent shall have received notice from a Lender prior to the time of any Borrowing that such Lender will not make available to the Agent such Lender’s ratable portion of such Borrowing, the initial Advance hereunder Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall be disbursed in not have so made such ratable portion available to the following manner: Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of each the Borrower, the higher of (A) the Lender Groups of which JPMorgan and CNAI is Administrative Agent, such Administrative Agent shall apply interest rate applicable at the proceeds of its Lender Group's Pro Rata Share of the initial Advance time to the "Borrower Obligations" then owing Advances comprising such Lender Group under Borrowing and (B) the Existing Credit Agreement, cost of funds incurred by the Agent in respect of such amount and (ii) in the case of each such Lender, the Federal Funds Rate. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Term Loan Agreement. (e) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender Groupof its obligation, if any, hereunder to make its Advance on the Administrative Agent date of such Borrowing, but no Lender Group shall remit be responsible for the proceeds failure of such any other Lender Group's Pro Rata Share of to make the initial Advance to the Program Agent, and (iii) the Program Agent shall distribute funds received be made by it from the Administrative Agents of such other Lender Groups to (A) JPMorgan and CNAI, for application to on the "Borrower Obligations" then outstanding under the Existing Credit Agreement, (B) the Program Agent, for deposit to the Reserve Account in an amount equal to the Minimum Reserve Amount, and (C) the Borrower, to the extent date of any balance remaining. Upon the making of such disbursements in accordance with the foregoing, each Lender Group shall be deemed to have extended its Pro Rata Share of the initial Advance to the BorrowerBorrowing.

Making the Advance. (a) Each Advance made under this Article II shall consist of the Loans made by each Lender Group ratably in proportion to such Lender Group's ’s respective Pro Rata Share and shall be made pursuant to a Borrowing Notice issued by the Borrower to the Administrative Agents and the Hedge Counterparties. To be effective, a Borrowing Notice must be received by each Administrative Agent not less than two (2) Business Days prior to the requested Borrowing Date; provided that the initial Borrowing Notice issued by the Borrower hereunder may be issued to the Administrative Agents on the Effective Date. Each Administrative Agent shall forward each Borrowing Notice to the Lenders in its Lender Group. Each Borrowing Notice shall, except as set forth below, be irrevocable and shall specify: (i) the new Contracts being pledged in connection with such Advance (the "“New Contracts"”), (ii) the requested aggregate principal amount of such Advance and the amount of the Loan, (iii) the Borrowing Date, (iv) the Cutoff Date in respect of the New Contracts, (v) the initial Tranche Period and Rate Type requested by the Borrower, and (vi) the Hedging Rate existing under the Hedge Agreements for the Loans to be made by each Lender Group on such Borrowing Date, which Hedging Rate shall be used in the calculation of the Yield Supplement Overcollateralization Amount in respect of the New Contracts. On each Borrowing Date, upon satisfaction of the applicable conditions precedent set forth in Article III, and so long as such Advance does not otherwise violate the terms and conditions hereof, each Conduit Lender or each Committed Lender, as applicable, shall remit to the account specified by the Administrative Agent in its Lender Group by wire transfer in same day funds at such time as shall enable such Administrative Agent to remit such funds to the Borrower by 12:00 p.m. (New York City time) on the Borrowing Date, an amount equal to (1) in the case of a Conduit Lender, its Lender Group's ’s Pro Rata Share of the Advance, and (2) in the case of a Committed Lender, its individual Pro Rata Share thereof. Upon receipt of such funds, each Administrative Agent shall by 12:00 pm (New York City time) on such Borrowing Date initiate a wire transfer of same day funds in such amount to account #35090000 xxxntained 00000000 maintained on behalf of the Borrower at The Northern Trust Company (the "“NTC Account"”); provided that, with respect to the funds remitted to the Administrative Agent of the JPMorgan Lender Group in respect of such Advance, such Administrative Agent shall (x) deposit or cause to be deposited in the Reserve Account a portion of such funds, to the extent available, up to the amount necessary to cause the funds then held in the Reserve Account to equal the Minimum Reserve Amount after giving effect to such Advance, and (y) initiate a wire transfer of the balance of such funds, if any, to the NTC Account. Upon the making of such wire transfers and deposits, each Lender Group shall be deemed to have extended its Loan to the Borrower as part of such Advance. Notwithstanding the foregoing, the initial Advance hereunder shall be disbursed in the following manner: (i) in the case of each of the Lender Groups of which JPMorgan and CNAI is Administrative Agent, such Administrative Agent shall apply the proceeds of its Lender Group's ’s Pro Rata Share of the initial Advance to the "“Borrower Obligations" ” then owing such Lender Group under the Existing Credit Agreement, (ii) in the case of each other Lender Group, the Administrative Agent of such Lender Group shall remit the proceeds of such Lender Group's ’s Pro Rata Share of the initial Advance to the Program Agent, and (iii) the Program Agent shall distribute funds received by it from the Administrative Agents of such other Lender Groups to (A) JPMorgan and CNAI, for application to the "“Borrower Obligations" ” then outstanding under the Existing Credit Agreement, (B) the Program Agent, for deposit to the Reserve Account in an amount equal to the Minimum Reserve Amount, and (C) the Borrower, to the extent of any balance remaining. Upon the making of such disbursements in accordance with the foregoing, each Lender Group shall be deemed to have extended its Pro Rata Share of the initial Advance to the Borrower.