Common use of Making the Advances Clause in Contracts

Making the Advances. (a) The Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of any part of the Borrowing consisting of Eurodollar Rate Advances, or 10:30 A.M. (New York City time) on the date of the proposed Borrowing in the case of any part of the Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telephone, confirmed immediately in writing, or by telecopier. Such notice of Borrowing (the "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 the Borrowing, (ii) Type of Advances comprising the Borrowing, (iii) aggregate amount of the Borrowing and (iv) in the case of any part of the Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shall, before 11:00 A.M. (New York City time) on the date of the Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's Account, in same day funds, such Lender's ratable portion of the Borrowing in accordance with the Commitments of such Lender and the other Lenders. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower's Account. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Group of Advances if the aggregate amount of such Group of Advances is less than $5,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09(c) and (ii) the Advances may not be outstanding as part of more than four separate Groups of Advances. (c) The Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any part of the Borrowing that the Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall, within 15 days after demand, indemnify each Lender against any loss, cost or expense (but excluding loss of margin for any day after the date specified in the Notice of Borrowing for such Advance) incurred by such Lender as a result of any failure to fulfill on or before the date specified in the Notice of Borrowing for such Advance the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of the Borrowing when such Advance, as a result of such failure, is not made on such date, provided that such Lender shall have delivered to the Borrower a certificate setting forth in reasonable detail the amount of, the basis for and the calculation of, such loss, cost or expense, which certificate shall be conclusive in the absence of manifest error. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of the Borrowing that such Lender will not make available to the Administrative Agent such Lender's ratable portion of the Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of the Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative 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 not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such time under Section 2.06 to Advances comprising the Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender's Advance as part of the Borrowing for all purposes. (e) The failure of any Lender to make the Advance to be made by it as part of the Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of the Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of the Borrowing.

Making the Advances. (a) The Except as otherwise provided in Section 2.02(b) or 2.03, each Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, or 10:30 A.M. (New York City time) on the first Business Day prior to the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Base Rate Advances, Advances by the Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof by telephone, confirmed immediately in writing, telecopier or by telecopierelectronic communication. Such Each such notice of a Borrowing (the "a “Notice of Borrowing"”) shall be by telephone, confirmed immediately in writing, or telecopierby telecopier or electronic communication, in substantially the form of Exhibit B hereto, specifying therein the requested (i1) date of the such Borrowing, (ii2) Facility under which such Borrowing is to be made, (3) Type of Advances comprising the such Borrowing, (iii4) aggregate amount of the such Borrowing and (iv5) in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Appropriate Lender shall, before 11:00 A.M. (New York City time) on the date of the such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's ’s Account, in same day funds, such Lender's ’s ratable portion of the such Borrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders. After the Administrative Agent's ’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower's ’s Account. (b) Anything ; provided, however, that, in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Group of Advances if the aggregate amount of such Group of Advances is less than $5,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09(c) and (ii) the Advances may not be outstanding as part of more than four separate Groups of Advances. (c) The Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any part Revolving Credit Borrowing, the Administrative Agent shall first apply such funds to prepay ratably the aggregate principal amount of any Swing Line Advances and Letter of Credit Advances outstanding at such time, together with interest accrued and unpaid thereon to and as of such date. (i) Each Swing Line Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the date of the proposed Swing Line Borrowing, by the Borrower to the Swing Line Bank and the Administrative Agent. Each such notice of a Swing Line Borrowing that the (a “Notice of Swing Line Borrowing”) shall be by telephone, confirmed promptly in writing, or by telecopier or electronic communication, specifying therein the requested (i) date of such Borrowing, (ii) amount of such Borrowing specifies is to and (iii) maturity of such Borrowing (which maturity shall be comprised of Eurodollar Rate Advances, no later than the Borrower shall, within 15 days after demand, indemnify each Lender against any loss, cost or expense (but excluding loss of margin for any seventh day after the requested date specified of such Borrowing). The Swing Line Bank will make the amount of the requested Swing Line Advances available to the Administrative Agent at the Administrative Agent’s Account, in same day funds. After the Notice Administrative Agent’s receipt of Borrowing for such Advance) incurred by such Lender as a result funds and upon fulfillment of any failure to fulfill on or before the date specified in the Notice of Borrowing for such Advance the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other Administrative Agent will make such funds acquired by such Lender to fund the Advance to be made by such Lender as part of the Borrowing when such Advance, as a result of such failure, is not made on such date, provided that such Lender shall have delivered available to the Borrower a certificate setting forth in reasonable detail by crediting the amount of, the basis for and the calculation of, such loss, cost or expense, which certificate shall be conclusive in the absence of manifest errorBorrower’s Account. (dii) Unless The Swing Line Bank may, at any time in its sole and absolute discretion, request on behalf of the Borrower (and the Borrower hereby irrevocably authorizes the Swing Line Bank to so request on its behalf) that each Revolving Credit Lender make a Base Rate Advance in an amount equal to such Lender’s Pro Rata Share of the amount of Swing Line Advances then outstanding. Such request shall be deemed to be a Notice of Borrowing for purposes hereof and shall be made in accordance with the provisions of Section 2.02(a) without regard solely to the minimum amounts specified in Section 2.01(b) but subject to the satisfaction of the conditions set forth in Section 3.02. The Swing Line Bank shall furnish the Borrower with a copy of the applicable Notice of Borrowing promptly after delivering such notice to the Administrative Agent Agent. Each Revolving Credit Lender shall have received notice from a Lender prior make an amount equal to the date its Pro Rata Share of the amount specified in such Notice of Borrowing that such Lender will not make available for the account of its Applicable Lending Office to the Administrative Agent such Lender's ratable portion for the account of the Swing Line Bank, by deposit to the Administrative Agent’s Account, in same day funds, not later than 11:00 A.M. on the day specified in such Notice of Borrowing. (iii) If for any reason any Swing Line Advance cannot be refinanced by a Revolving Credit Borrowing as contemplated by Section 2.02(b)(ii), the Administrative Agent may assume request for Base Rate Advances submitted by the Swing Line Bank as set forth in Section 2.02(b)(ii) shall be deemed to be a request by the Swing Line Bank that such Lender has made such portion available each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Advance and each Revolving Credit Lender’s payment to the Administrative Agent on for the date account of the Borrowing Swing Line Bank pursuant to Section 2.02(b)(ii) shall be deemed payment in accordance with subsection respect of such participation. (aiv) of this Section 2.02 and the Administrative 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 any Revolving Credit Lender shall not have so made the amount of its Pro Rata Share of such ratable portion Swing Line Advance available to the Administrative AgentAgent in accordance with the provisions of Section 2.02(b)(ii), such Revolving Credit Lender and the Borrower severally agree agrees to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay together with interest thereon, for each day from the date such amount is made available to of the Borrower applicable Notice of Borrowing delivered by the Swing Line Bank until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such time under Section 2.06 to Advances comprising the Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender's Advance as part of the Borrowing for all purposes. (ev) The failure of any Lender Each Revolving Credit Lender’s obligation to make Revolving Credit Advances or to purchase and fund risk participations in Swing Line Advance pursuant to this Section 2.02(b) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Advance Swing Line Bank, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to be made by it as part any of the Borrowing shall not relieve any other Lender of its obligationforegoing; provided, if anyhowever, hereunder that each Revolving Credit Lender’s obligation to make its Advance on the date Revolving Credit Advances pursuant to this Section 2.02(b) is subject to satisfaction of the Borrowing, but no Lender conditions set forth in Section 3.02. No funding of risk participations shall be responsible for relieve or otherwise impair the failure of any other Lender to make the Advance to be made by such other Lender on the date obligation of the BorrowingBorrower to repay Swing Line Advances, together with interest as provided herein.

Making the Advances. (a) The Except as otherwise provided in Section 2.02(b) or 2.03, each Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, or 10:30 A.M. (New York City time) on the first Business Day prior to the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof by telephone, confirmed immediately in writing, telex or by telecopier. Such Each such notice of a Borrowing (the "a “Notice of Borrowing"”) shall be by telephone, confirmed immediately in writing, or telex or telecopier, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of the such Borrowing, (ii) Facility under which such Borrowing is to be made, (iii) Type of Advances comprising the such Borrowing, (iiiiv) aggregate amount of the such Borrowing and (ivv) in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Appropriate Lender shall, before 11:00 A.M. (New York City time) on the date of the such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's ’s Account, in same day funds, such Lender's ’s ratable portion of the such Borrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders. After the Administrative Agent's ’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower's ’s Account. (b) Anything ; provided, however, that, in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Group of Advances if the aggregate amount of such Group of Advances is less than $5,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09(c) and (ii) the Advances may not be outstanding as part of more than four separate Groups of Advances. (c) The Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any part Revolving Credit Borrowing, the Administrative Agent shall first apply such funds to prepay ratably the aggregate principal amount of any Swing Line Advances and Letter of Credit Advances outstanding at such time, together with interest accrued and unpaid thereon to and as of such date. (i) Each Swing Line Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the date of the proposed Swing Line Borrowing, by the Borrower to the Swing Line Bank and the Administrative Agent, unless otherwise agreed to with the Administrative Agent. Each such notice of a Swing Line Borrowing that the (a “Notice of Swing Line Borrowing”) shall be by telephone, confirmed immediately in writing, or telex or telecopier, specifying therein the requested (i) date of such Borrowing, (ii) amount of such Borrowing specifies is to and (iii) maturity of such Borrowing (which maturity shall be comprised of Eurodollar Rate Advances, no later than the Borrower shall, within 15 days after demand, indemnify each Lender against any loss, cost or expense (but excluding loss of margin for any seventh day after the requested date specified of such Borrowing). The Swing Line Bank will make the amount of the requested Swing Line Advances available to the Administrative Agent at the Administrative Agent’s Account, in same day funds. After the Notice Administrative Agent’s receipt of Borrowing for such Advance) incurred by such Lender as a result funds and upon fulfillment of any failure to fulfill on or before the date specified in the Notice of Borrowing for such Advance the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other Administrative Agent will make such funds acquired by such Lender to fund the Advance to be made by such Lender as part of the Borrowing when such Advance, as a result of such failure, is not made on such date, provided that such Lender shall have delivered available to the Borrower a certificate setting forth in reasonable detail by crediting the amount of, the basis for and the calculation of, such loss, cost or expense, which certificate shall be conclusive in the absence of manifest errorBorrower’s Account. (dii) Unless The Swing Line Bank may, at any time in its sole and absolute discretion, request on behalf of the Borrower (and the Borrower hereby irrevocably authorizes the Swing Line Bank to so request on its behalf) that each Revolving Credit Lender make a Base Rate Advance in an amount equal to such Lender’s Pro Rata Share of the amount of Swing Line Advances then outstanding. Such request shall be deemed to be a Notice of Borrowing for purposes hereof and shall be made in accordance with the provisions of Section 202(a) without regard solely to the minimum amounts specified therein but subject to the satisfaction of the conditions set forth in Section 3.02. The Swing Line Bank shall furnish the Borrower with a copy of the applicable Notice of Borrowing promptly after delivering such notice to the Administrative Agent Agent. Each Revolving Credit Lender shall have received notice from a Lender prior make an amount equal to the date its Pro Rata Share of the amount specified in such Notice of Borrowing that such Lender will not make available for the account of its Applicable Lending Office to the Administrative Agent such Lender's ratable portion for the account of the Swing Line Bank, by deposit to the Administrative Agent’s Account, in same date funds, not later than 11:00 A.M. on the day specified in such Notice of Borrowing. (iii) If for any reason any Swing Line Advance cannot be refinanced by a Revolving Credit Borrowing as contemplated by Section 2.02(b)(ii), the Administrative Agent may assume request for Base Rate Advances submitted by the Swing Line Bank as set forth in Section 2.02(b)(ii) shall be deemed to be a request by the Swing Line Bank that such Lender has made such portion available each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Advance and each Revolving Credit Lender’s payment to the Administrative Agent on for the date account of the Borrowing Swing Line Bank pursuant to Section 2.02(b)(ii) shall be deemed payment in accordance with subsection respect of such participation. (aiv) of this Section 2.02 and the Administrative 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 any Revolving Credit Lender shall not have so made the amount of its Pro Rata Share of such ratable portion Swing Line Advance available to the Administrative AgentAgent in accordance with the provisions of Section 2.02(b)(ii), such Revolving Credit Lender and the Borrower severally agree agrees to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay together with interest thereon, for each day from the date such amount is made available to of the Borrower applicable Notice of Borrowing delivered by the Swing Line Bank until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such time under Section 2.06 to Advances comprising the Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender's Advance as part of the Borrowing for all purposes. (ev) The failure of any Lender Each Revolving Credit Lender’s obligation to make Revolving Credit Advances or to purchase and fund risk participations in Swing Line Advance pursuant to this Section 2.02(b) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Advance Swing Line Bank, the Borrower or any other Person for any reason whatsoever, (B) the occurrence of continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to be made by it as part any of the Borrowing shall not relieve any other Lender of its obligationforegoing; provided, if anyhowever, hereunder that each Revolving Credit Lender’s obligation to make its Advance on the date Revolving Credit Advances pursuant to this Section 2.02(b) is subject to satisfaction of the Borrowing, but no Lender conditions set forth in Section 3.02. No funding of risk participations shall be responsible for relieve or otherwise impair the failure of any other Lender to make the Advance to be made by such other Lender on the date obligation of the BorrowingBorrower to repay Swing Line Advances, together with interest as provided herein.

Making the Advances. (a) The Each Borrowing shall be made on notice, given not later than 11:00 A.M. a.m. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, or 10:30 A.M. (New York City time) on the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Base Rate Advances, by the Borrower Company to the Administrative Agent, which shall give to each Lender Bank prompt notice thereof by telephone, confirmed immediately in writing, telecopier or by telecopiertelex. Such Each such notice of a Borrowing (the a "Notice of Borrowing") shall be by telephonetelecopier or telex, confirmed immediately promptly in writing, or telecopier, in substantially the form of Exhibit B heretoB, specifying therein the requested (i) date of the such Borrowing, (ii) Type of Advances comprising the such Borrowing, (iii) aggregate amount of the such Borrowing and (iv) in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender Bank shall, before 11:00 A.M. a.m. (New York City time) ), in the case of a Borrowing consisting of Eurodollar Rate Advances, or before 1:00 p.m. (New York City time), in the case of a Borrowing consisting of Base Rate Advances, on the date of the such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's Account, in same day funds, such LenderBank's ratable portion of the Borrowing in accordance with the Commitments of such Lender and the other LendersBorrowing. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such same day funds available to the Borrower Company at the Company's account at the Administrative Agent's address referred to in Section 9.02; provided that Advances made to finance an LC Reimbursement Obligation as provided in Section 2.02 shall be remitted by crediting the Borrower's AccountAdministrative Agent to the respective Issuing Bank or the Banks as their interests may appear. (b) Anything in subsection (aSection 3.02(a) above to the contrary notwithstanding, (i) the Borrower Company may not select Eurodollar Rate Advances for any Group of Advances Borrowing if the aggregate amount of such Group of Advances Borrowing is less than $5,000,000 10,000,000 or if the obligation of the Lenders Banks to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09(c) 3.07 and (ii) the Eurodollar Rate Advances may not be outstanding as part of more than four three separate Groups of AdvancesBorrowings. (c) The Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any part of the Borrowing that the Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall, within 15 days after demand, indemnify each Lender against any loss, cost or expense (but excluding loss of margin for any day after the date specified in the Notice of Borrowing for such Advance) incurred by such Lender as a result of any failure to fulfill on or before the date specified in the Notice of Borrowing for such Advance the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of the Borrowing when such Advance, as a result of such failure, is not made on such date, provided that such Lender shall have delivered to the Borrower a certificate setting forth in reasonable detail the amount of, the basis for and the calculation of, such loss, cost or expense, which certificate shall be conclusive in the absence of manifest errorCompany. (d) Unless the Administrative Agent shall have received notice from a Lender Bank prior to the date of the any Borrowing that such Lender Bank will not make available to the Administrative Agent such LenderBank's ratable portion of the such Borrowing, the Administrative Agent may assume that such Lender Bank has made such portion available to the Administrative Agent on the date of the such Borrowing in accordance with subsection (aSection 3.02(a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower Company on such date a corresponding amount. If and to the extent that such Lender Bank shall not have so made such ratable portion available to the Administrative Agent, such Lender Bank and the Borrower Company severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay together with interest thereon, for each day from the date such amount is made available to the Borrower Company until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the BorrowerCompany, the interest rate applicable at such the time under Section 2.06 to Advances comprising the such Borrowing and (ii) in the case of such LenderBank, the Federal Funds Rate. If such Lender Bank shall pay repay to the Administrative Agent such corresponding amount, such amount so paid repaid shall constitute such LenderBank's Advance as part of the such Borrowing for all purposespurposes of this Agreement and shall be made available in same day funds to the Company's account at the Administrative Agent's address referred to in Section 9.02. (e) The failure of any Lender Bank to make any LC Disbursement or any payment under Section 2.01(b)(2) or the Advance to be made by it as part of the any Borrowing shall not relieve any other Lender Bank of its obligation, if any, hereunder to make its Advance on the date of the BorrowingLC Disbursement or payment or its Advance, but no Lender Bank shall be responsible for the failure of any other Lender Bank to make such LC Disbursement or payment or the Advance to be made by such other Lender on the date of the BorrowingBank.

Making the Advances. (a) The Except as otherwise provided in Section 2.2(b) or 2.3, each Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, or 10:30 A.M. (New York City time) on the first Business Day prior to the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof by telephone, confirmed immediately in writing, telex or by telecopier. Such Each such notice of a Borrowing (the a "Notice of Borrowing") shall be by telephone, confirmed immediately in writing, or telex or telecopier, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of the such Borrowing, (ii) Facility under which such Borrowing is to be made, (iii) Type of Advances comprising the such Borrowing, (iiiiv) aggregate amount of the such Borrowing and (ivv) in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Appropriate Lender shall, before 11:00 A.M. (New York City time) on the date of the such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's Account, in same day funds, such Lender's ratable portion of the such Borrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower's Account; provided, however, that, in the case of any Revolving Credit Borrowing, the Administrative Agent shall first make a portion of such funds equal to the aggregate principal amount of any Letter of Credit Advances made by any Issuing Bank, as the case may be, and by any other Revolving Credit Lender and outstanding on the date of such Revolving Credit Borrowing, plus interest accrued and unpaid thereon to and as of such date, available to such Issuing Bank, as the case may be, and such other Revolving Credit Lenders for repayment of such Letter of Credit Advances. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances (i) for the Borrowing on the Initial Closing Date, (ii) for any Group of Advances Borrowing if the aggregate amount of such Group of Advances Borrowing is less than $5,000,000 or (iii) if the obligation of the Appropriate Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09(c) and (ii) 2.9 or 2.10. In addition, the Revolving Credit Advances may not be outstanding as part of more than four 12 separate Groups of AdvancesBorrowings. (c) The Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any part of the Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall, within 15 days after demand, shall indemnify each Appropriate Lender against any loss, cost or expense (but excluding loss of margin for any day after the date specified in the Notice of Borrowing for such Advance) incurred by such Lender as a result of any failure to fulfill on or before the date specified in the such Notice of Borrowing for such Advance Borrowing the applicable conditions set forth in Article III, including, without limitation, including any lossloss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of the such Borrowing when such Advance, as a result of such failure, is not made on such date, provided that such Lender shall have delivered to the Borrower a certificate setting forth in reasonable detail the amount of, the basis for and the calculation of, such loss, cost or expense, which certificate shall be conclusive in the absence of manifest error. (d) Unless the Administrative Agent shall have received notice from a an Appropriate Lender prior to the date of the any Borrowing that such Lender will not make available to the Administrative Agent such Lender's ratable portion of the such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of the such Borrowing in accordance with subsection (a) of this Section 2.02 2.2 and the Administrative 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 not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such time under Section 2.06 2.7 to Advances comprising the such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender's Advance as part of the such Borrowing for all purposes. (e) The failure of any Lender to make the Advance to be made by it as part of the any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of the such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of the any Borrowing.

Making the Advances. (a) The Each Borrowing shall consist solely of Base Rate Advances and shall be made on notice, given not later than 11:00 A.M. 12:00 noon (New York City time) on the third Business Day prior to the date Interest Rate Adjustment Date of the proposed Borrowing Borrowing, by the applicable Remarketing Agent to the Administrative Agent (with a copy to the Company), which shall give to each Bank prompt notice thereof by telephone or telecopier, telex or cable. Each such notice (a "NOTICE OF FAILED REMARKETING AND BORROWING REQUEST") shall be by telephone or telecopier, confirmed in writing, in substantially the form of Exhibit A hereto, and shall (i) specify the principal amount of Unremarketed Notes tendered to the applicable Remarketing Agent in the case Failed Remarketing, (ii) confirm that the applicable Remarketing Agent has received, or has informed the Company of any part its need to receive, from the Company all accrued and unpaid interest on such Unremarketed Notes, and (iii) identify the requested date and aggregate amount of the Borrowing consisting of Eurodollar Rate Advancesrequested Borrowing. Each Bank shall, or 10:30 A.M. before 2:00 P.M. (New York City time) on the date of such Borrowing, make available for the proposed Borrowing account of its Domestic Lending Office to the Administrative Agent at its address referred to in Section 9.02, in same day funds, such Bank's ratable portion of such Borrowing. Subject to the case of any part fulfillment of the Borrowing consisting applicable conditions set forth in Article IV, promptly following receipt of Base Rate Advances, such funds by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telephone, confirmed immediately in writing, or by telecopier. Such notice of Borrowing (the "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 the Borrowing, (ii) Type of Advances comprising the Borrowing, (iii) aggregate amount of the Borrowing and (iv) in the case of any part of the Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shall, before 11:00 A.M. but no later than 3:00 p.m. (New York City time) on the date of the such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's Account, in same day funds, such Lender's ratable portion of the Borrowing in accordance with the Commitments of such Lender and the other Lenders. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make transfer, in same-day funds, such funds available to such account as may from time to time be identified in a notice delivered by the Trustee to the Administrative Agent (with copies of such notice to the Borrower by crediting and the Borrower's AccountRemarketing Agents). (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Group of Advances if the aggregate amount of purchased with such Group of Advances is less than $5,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09(c) and (ii) the Advances may not be outstanding as part of more than four separate Groups of Advances. (c) The Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any part of the Borrowing that the Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall, within 15 days after demand, indemnify each Lender against any loss, cost or expense (but excluding loss of margin for any day after the date specified in the Notice of Borrowing for such Advance) incurred by such Lender as a result of any failure to fulfill on or before the date specified in the Notice of Borrowing for such Advance the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of the Borrowing when such Advance, as a result of such failure, is not made on such date, provided that such Lender shall have delivered to the Borrower a certificate setting forth in reasonable detail the amount of, the basis for and the calculation of, such loss, cost or expense, which certificate shall be conclusive in the absence of manifest error. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of the Borrowing that such Lender will not make available to the Administrative Agent such Lender's ratable portion of the Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of the Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative 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 not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrowerproceeds, the interest rate applicable at such the time under Section 2.06 to Advances comprising the Borrowing such Borrowing), and (ii) in the case of such LenderBank, the Federal Funds Effective Rate. If such Lender Bank shall pay repay to the Administrative Agent such corresponding amount, such amount so paid repaid shall constitute such LenderBank's Advance as part of the such Borrowing for all purposespurposes of this Agreement. (ec) The failure of any Lender Bank to make the Advance to be made by it as part of the any Borrowing shall not relieve any other Lender Bank of its obligation, if any, hereunder to make its Advance on the date of the such Borrowing, but no Lender Bank shall be responsible for the failure of any other Lender Bank to make the Advance to be made by such other Lender Bank on the date of the any Borrowing.

Making the Advances. (a) The Each Borrowing shall be made on notice, given not later than 11:00 A.M. 12:00 P.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, or 10:30 A.M. (New York City time) on the first Business Day prior to the date of the proposed Borrowing Borrowing, or such shorter period as the Administrative Agent may agree with respect to the Term Advance to be made on the Closing Date, in the case of any part of the a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof by telephone, confirmed immediately in writing, telecopier or by telecopierelectronic communication. Such Each such notice of a Borrowing (the "a “Notice of Borrowing"”) shall be by telephone, confirmed immediately in writing, or telecopierby telecopier or electronic communication, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of the such Borrowing, (ii) Type of Advances comprising the such Borrowing, (iii) aggregate amount of the such Borrowing and (iv) in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Appropriate Lender shall, before 11:00 A.M. 12:00 P.M. (New York City time) on the date of the such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's ’s Account, in same day funds, such Lender's ’s ratable portion of the such Borrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders. After the Administrative Agent's ’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower's ’s Account. (b) [Intentionally Omitted]. (c) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances (A) for the initial Borrowing hereunder, unless the Administrative Agent otherwise consents, or (B) for any Group of Advances Borrowing if the aggregate amount of such Group of Advances Borrowing is less than $5,000,000 1,000,000 or if the obligation of the Appropriate Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09(c) 2.10 or 2.11 and (ii) the Term Advances may not be outstanding as part of more than four 5 separate Groups of AdvancesBorrowings. (cd) The Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any part of the Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall, within 15 days after demand, shall indemnify each Appropriate Lender against any loss, cost or expense (but excluding loss of margin for any day after the date specified in the Notice of Borrowing for such Advance) incurred by such Lender as a result of any failure to fulfill on or before the date specified in the such Notice of Borrowing for such Advance Borrowing the applicable conditions set forth in Article III, including, without limitation, any lossloss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of the such Borrowing when such Advance, as a result of such failure, is not made on such date, provided that such Lender shall have delivered to the Borrower a certificate setting forth in reasonable detail the amount of, the basis for and the calculation of, such loss, cost or expense, which certificate shall be conclusive in the absence of manifest error. (de) Unless the Administrative Agent shall have received notice from a an Appropriate Lender prior to the date of the any Borrowing that such Lender will not make available to the Administrative Agent such Lender's ’s ratable portion of the such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of the such Borrowing in accordance with subsection (aSection 2.02(a) of this Section 2.02 and the Administrative 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 not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such time under Section 2.06 2.08 to Advances comprising the such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds RateRate and a rate determined by the Administrative Agent in accordance with banking industry practices on interbank compensation. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender's ’s Advance as part of the such Borrowing for all purposes. (ef) The failure of any Lender to make the Advance to be made by it as part of the any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of the such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of the any Borrowing.

Making the Advances. (a) The Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, or 10:30 A.M. (New York City time) on the first Business Day prior to the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telephone, confirmed immediately in writing, telecopier or by telecopierelectronic communication. Such notice of Borrowing (the "a “Notice of Borrowing"”) shall be by telephone, confirmed immediately in writing, or telecopierby telecopier or electronic communication, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of the such Borrowing, (ii) Type of Advances comprising the such Borrowing, (iii) aggregate amount of the such Borrowing and (iv) in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shall, before 11:00 A.M. (New York City time) on the date of the such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's ’s Account, in same day funds, such Lender's ’s ratable portion of the such Borrowing in accordance with the respective Commitments under the Facility of such Lender and the other Lenders. After the Administrative Agent's ’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower's ’s Account. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not only select Eurodollar Rate Advances with an Interest Period of two weeks or one month for any Group of Advances if the aggregate amount of period from the date hereof for so long as is required by the Lead Arranger to achieve primary syndication; provided that such Group of Advances is less than $5,000,000 period shall end on the 30th day after the date hereof (or if such earlier date as shall be specified in its sole discretion by the obligation of Administrative Agent in a written notice to the Borrower and the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09(c) and (ii) the Advances may not be outstanding as part of more than four separate Groups of Advancesthat such primary syndication has been achieved). (c) The Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any part of the a Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall, within 15 days after demand, shall indemnify each Lender against any loss, cost or expense (but excluding loss of margin for any day after the date specified in the Notice of Borrowing for such Advance) incurred by such Lender (as set forth in a written notice delivered by such Lender or the Administrative Agent to the Borrower) as a result of any failure to fulfill on or before the date specified in the such Notice of Borrowing for such Advance Borrowing the applicable conditions set forth in Article III, including, without limitation, any lossloss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of the such Borrowing when such Advance, as a result of such failure, is not made on such date, provided that such Lender shall have delivered to the Borrower a certificate setting forth in reasonable detail the amount of, the basis for and the calculation of, such loss, cost or expense, which certificate shall be conclusive in the absence of manifest error. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of the any Borrowing that such Lender will not make available to the Administrative Agent such Lender's ’s ratable portion of the such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of the such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative 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 not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such time under Section 2.06 2.05 to Advances comprising the such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender's ’s Advance as part of the such Borrowing for all purposes. (e) The failure of any Lender to make the Advance to be made by it as part of the any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of the such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of the any Borrowing.

Making the Advances. (a) The Borrowing shall Except as otherwise provided herein, the Borrower may request the Lenders to make Advances to the Borrower no more frequently than twice per week (or such greater number of times as may be made on noticeagreed by the Administrative Agent) by the delivery to the Administrative Agent, given not later than 11:00 A.M. 2:00 P.M. (New York City time) on the third any Business Day prior to the date of the proposed Borrowing in the case of any part of the Borrowing consisting of Eurodollar Rate Advances, or 10:30 A.M. (New York City time) on the date of the proposed Borrowing in the case of any part of the Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telephone, confirmed immediately in writing, or by telecopier. Such a written notice of Borrowing (the "Notice of Borrowing") shall be by telephone, confirmed immediately such request substantially in writing, or telecopier, in substantially the form of Exhibit B heretoA (each such notice, specifying therein a “Notice of Borrowing”), together with a duly completed Borrowing Base Certificate, signed by a Responsible Officer and including Schedule of Collateral. Any Notice of Borrowing or Borrowing Base Certificate received by the requested (i) date of Administrative Agent after the Borrowing, (ii) Type of Advances comprising the Borrowing, (iii) aggregate amount of the Borrowing and (iv) time specified in the case of any part of immediately preceding sentence shall be deemed to have been received by the Administrative Agent on the next Business Day, and to the extent that results in the proposed Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shall, before 11:00 A.M. (New York City time) on Date being earlier than [***] after the date of the delivery of such Notice of Borrowing, make available for then the account date specified in such Notice of its Applicable Lending Office Borrowing as the proposed Borrowing Date of an Advance shall be deemed to be the Administrative Agent at Business Day immediately succeeding the Administrative Agent's Account, in same day funds, such Lender's ratable portion of the proposed Borrowing in accordance with the Commitments Date of such Lender and Advance originally specified in such Notice of Borrowing. The proposed Borrowing Date specified in a Notice of Borrowing shall be no earlier than [***] after the other Lenders. After the Administrative Agent's receipt date of delivery of such funds Notice of Borrowing and upon fulfillment may be up to a maximum of thirty (30) days after the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower's Account. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Group date of Advances if the aggregate amount delivery of such Group Notice of Advances is less than $5,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09(c) and (ii) the Advances may not be outstanding as part of more than four separate Groups of Advances. (c) The Borrowing. Unless otherwise provided herein, each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any part of the Borrowing that the Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall, within 15 days after demand, indemnify each Lender against any loss, cost or expense (but excluding loss of margin for any day after the date specified in the Notice of Borrowing for such Advance) incurred by such Lender as a result of any failure to fulfill on or before the date specified in the Notice of Borrowing for such Advance the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of the Borrowing when such Advance, as a result of such failure, is not made on such date, provided that such Lender shall have delivered to the Borrower a certificate setting forth in reasonable detail the amount of, the basis for and the calculation of, such loss, cost or expense, which certificate shall be conclusive in the absence of manifest error. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of the Borrowing that such Lender will not make available to the Administrative Agent such Lender's ratable portion of the Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of the Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative 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 not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at specify (i) in the case aggregate principal amount of the BorrowerAdvance requested, the interest rate applicable at such time under Section 2.06 to Advances comprising the Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender's Advance as part of the Borrowing for all purposes. Date (e) The failure of any Lender to make the Advance to be made by it as part of the Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of the Borrowing, but no Lender which shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of the Borrowinga Business Day).

Making the Advances. (a) The Each Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, or 10:30 A.M. (New York City time) on the first Business Day prior to the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telephone, confirmed immediately in writing, telex or by telecopier. Such Each such notice of a Borrowing (the "a “Notice of Borrowing"”) shall be by telephone, confirmed immediately in writing, or telex or telecopier, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of the such Borrowing, (ii) Type of Advances comprising the such Borrowing, (iii) aggregate amount of the such Borrowing and (iv) in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shall, before 11:00 A.M. (New York City time) on the date of the such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's ’s Account, in same day funds, such Lender's ’s ratable portion of the such Borrowing in accordance with the respective Commitments of such Lender and the other Lenders. After the Administrative Agent's ’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower's Account. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) ’s Account or such other account as the Borrower may not select Eurodollar Rate Advances for any Group of Advances if the aggregate amount of such Group of Advances is less than $5,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09(c) and (ii) the Advances may not be outstanding as part of more than four separate Groups of Advancesrequest. (c) The Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any part of the Borrowing that the Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall, within 15 days after demand, indemnify each Lender against any loss, cost or expense (but excluding loss of margin for any day after the date specified in the Notice of Borrowing for such Advance) incurred by such Lender as a result of any failure to fulfill on or before the date specified in the Notice of Borrowing for such Advance the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of the Borrowing when such Advance, as a result of such failure, is not made on such date, provided that such Lender shall have delivered to the Borrower a certificate setting forth in reasonable detail the amount of, the basis for and the calculation of, such loss, cost or expense, which certificate shall be conclusive in the absence of manifest error. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of the Borrowing that such Lender will not make available to the Administrative Agent such Lender's ratable portion of the Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of the Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative 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 not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such time under Section 2.06 to Advances comprising the Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender's Advance as part of the Borrowing for all purposes. (e) The failure of any Lender to make the Advance to be made by it as part of the Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of the Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of the Borrowing.

Making the Advances. (a) The Except as otherwise provided in Section 2.03, each Borrowing (other than a Swing Line Borrowing) shall be made on notice, given not later than 11:00 A.M. 2:00 P.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Annex A - 38 Eurodollar Rate Advances, or 10:30 not later than 11:00 A.M. (New York City time) on the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telephone, confirmed immediately in writing, telex or by telecopier. Such Each such notice of a Borrowing (the "a “Notice of Borrowing"”) shall be by telephone, confirmed immediately in writing, or telecopiertelex or telecopier or e-mail, in each case in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of the such Borrowing, (ii) Type of Advances comprising the such Borrowing, (iii) aggregate amount of such Borrowing, (iv) the Facility with respect to which such Borrowing relates, and (ivv) in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shall, before 11:00 A.M. 12:00 Noon (New York City time) on the date of such Borrowing in the Borrowingcase of a Borrowing consisting of Eurodollar Rate Advances and 1:00 P.M. (New York City time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate Advances, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's ’s Account, in same day funds, such Lender's ’s ratable portion of the such Borrowing in accordance with the respective Commitments of such Lender and the other Lenders. After the Administrative Agent's ’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower's ’s Account. (b) Anything in subsection (a) above to the contrary notwithstanding; provided, (i) the Borrower may not select Eurodollar Rate Advances for any Group of Advances if the aggregate amount of such Group of Advances is less than $5,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09(c) and (ii) the Advances may not be outstanding as part of more than four separate Groups of Advances. (c) The Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any part of the Borrowing however, that the Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall, within 15 days after demand, indemnify each Lender against any loss, cost or expense (but excluding loss of margin for any day after the date specified in the Notice of Borrowing for such Advance) incurred by such Lender as a result of any failure to fulfill on or before the date specified in the Notice of Borrowing for such Advance the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of the Borrowing when such Advance, as a result of such failure, is not made on such date, provided that such Lender shall have delivered to the Borrower a certificate setting forth in reasonable detail the amount of, the basis for and the calculation of, such loss, cost or expense, which certificate shall be conclusive in the absence of manifest error. (d) Unless the Administrative Agent shall have received notice from first make a Lender prior portion of such funds equal to the date aggregate principal amount of any Swing Line Advances and Letter of Credit Advances made by the Borrowing that such Swing Line Bank or any Issuing Bank, as the case may be, and by any other Lender will not make available to the Administrative Agent such Lender's ratable portion of the Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent and outstanding on the date of the Borrowing in accordance with subsection (a) such Borrowing, plus interest accrued and unpaid thereon to and as of this Section 2.02 and the Administrative Agent maysuch date, in reliance upon such assumption, make available to the Borrower on Swing Line Bank or such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative AgentIssuing Bank, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in as the case of the Borrowermay be, the interest rate applicable at and such time under Section 2.06 to Advances comprising the Borrowing and (ii) in the case other Lenders for repayment of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender's Advance as part Swing Line Advances and Letter of the Borrowing for all purposesCredit Advances. (e) The failure of any Lender to make the Advance to be made by it as part of the Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of the Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of the Borrowing.

Making the Advances. (a) The Each Borrowing shall be made on notice, given upon notice (a “Drawing Notice”) being received by the Administrative Agent substantially in the form of Schedule C from a Borrower not later than 11:00 A.M. 10:00 a.m. (New York City timeand in the case of a Subsidiary Borrower, countersigned by Inco) on the third (x) three (3) Business Day Days prior to the date (which shall be a Business Day) of the proposed a Borrowing in the case comprised of any part of the Borrowing consisting of Eurodollar Rate Advancesa LIBOR Advance, or 10:30 A.M. (New York City timey) on the date of a Borrowing (which shall be a Business Day) comprised of a USBR Advance or a Canadian Prime Rate Advance (or such other periods as may be from time to time be agreed; provided, that the proposed Borrowing Drawing Notice in the case respect of any part Borrowing comprised of a LIBOR Advance which is to occur on the Borrowing consisting of Base Rate Advances, first date upon which any Advance is made under the Loan Facilities shall be effective if received by the Borrower Administrative Agent two (2) Business Days prior to the Administrative Agent, which such date). Each Drawing Notice shall give to each Lender prompt notice thereof by telephone, confirmed immediately in writing, or by telecopier. Such notice of Borrowing (the "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 set forth (i) date the Type of the BorrowingAdvance and amount thereof in U.S. Dollars or Canadian Dollars, as applicable; (ii) Type the location and number of Advances comprising the Borrowing, Designated Account; and (iii) aggregate amount of the Borrowing and (iv) in the case of any part a Borrowing comprised of the Borrowing consisting of Eurodollar Rate LIBOR Advances, the initial Interest Period for therefor. The Administrative Agent shall give each such applicable Lender prompt notice of any Drawing Notice received from a Borrower and of each Lender’s Pro Rata Share of any resulting Advance. Each Lender shall, before 11:00 A.M. (New York City time) on On the date of the each such Borrowing, each Lender will make available for the account of its Applicable Lending Office to the Administrative Agent at in the Administrative Agent's ’s Account, in same day fundsimmediately available funds in U.S. Dollars in the case of Borrowings comprised of LIBOR Advances or USBR Advances, or in Canadian Dollars in the case of Borrowings comprised of Canadian Prime Rate Advances, such Lender's ratable portion of the Borrowing in accordance with the Commitments ’s Pro Rata Share of such Lender and the other LendersBorrowing. After the Administrative Agent's ’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIIARTICLE 3, the Administrative Agent will make such funds available to in the Borrower by crediting Designated Account or Designated Accounts of the relevant Borrower's Account. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Group of Advances if the aggregate amount of such Group of Advances is less than $5,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09(c) and (ii) the Advances may not be outstanding as part of more than four separate Groups of Advances. (c) The Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any part of the Borrowing that the Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall, within 15 days after demand, indemnify each Lender against any loss, cost or expense (but excluding loss of margin for any day after the date specified in the Notice of Borrowing for such Advance) incurred by such Lender as a result of any failure to fulfill on or before the date specified in the Notice of Borrowing for such Advance the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of the Borrowing when such Advance, as a result of such failure, is not made on such date, provided that such Lender shall have delivered to the Borrower a certificate setting forth in reasonable detail the amount of, the basis for and the calculation of, such loss, cost or expense, which certificate shall be conclusive in the absence of manifest error. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date time of the any Borrowing that such Lender will not make available to the Administrative Agent such Lender's ratable portion ’s Pro Rata Share of the Borrowingsuch Borrowing (which, for certainty, shall not derogate from such Lender’s obligation to make Advances as contemplated by Section 2.01 and/or Section 2.02 as applicable, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of the such Borrowing in accordance with subsection (aSection 2.05(a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the relevant Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made its Pro Rata Share of such ratable portion Borrowing available to the Administrative Agent, such Lender and the relevant Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay together with interest thereon, for each day from the date such amount is made available to the such Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the a Borrower, the higher of (A) the interest rate applicable at such the time under Section 2.06 to Advances comprising such Borrowing and (B) the Borrowing cost of funds incurred by the Administrative Agent in respect of such amount; and (ii) in the case of such Lender, the Federal Funds RateRate in the case of Advances denominated in U.S. Dollars or (B) the cost of funds incurred by the Administrative Agent in respect of such amount in the case of Advances denominated in Canadian Dollars. If such Lender shall pay repay to the Administrative Agent such corresponding amount, such amount so paid repaid shall constitute such Lender's ’s Advance as part of the such Borrowing for all purposespurposes of this Agreement. (ec) The failure of any Lender to make the Advance to be made by it as part of the any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of the such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of the any Borrowing.

Making the Advances. (a) The Each Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, or 10:30 A.M. (New York City time) on the date Business Day of the proposed Borrowing in the case of any part of the a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telephone, confirmed immediately in writing, telecopier or by telecopierfacsimile. Such Each such notice of a Borrowing (the "a “Notice of Borrowing"”) shall be by telephone, confirmed immediately in writing, or telecopier, telecopier or facsimile in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of the such Borrowing, (ii) Type of Advances comprising the such Borrowing, (iii) aggregate amount of the Borrowing such Borrowing, and (iv) in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shall, before 11:00 A.M. 12:00 noon (New York City time) on the date of the such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's ’s Account, in same day funds, such Lender's ’s ratable portion of the Borrowing in accordance with the Commitments of such Lender and the other LendersBorrowing. After the Administrative Agent's ’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting at the Borrower's ’s Account. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Group of Advances Borrowing if the aggregate amount of such Group of Advances is less than $5,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09(c) 2.07 or 2.11 and (ii) the Eurodollar Rate Advances may not be outstanding as part of more than four twelve separate Groups of AdvancesBorrowings. (c) The Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any part of the Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall, within 15 days after demand, shall indemnify each Lender against any loss, cost or expense (but excluding loss of margin for any day after the date specified in the Notice of Borrowing for such Advance) incurred by such Lender as a result of any failure to fulfill on or before the date specified in the such Notice of Borrowing for such Advance Borrowing the applicable conditions set forth in Article III, including, without limitation, any lossloss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of the such Borrowing when such Advance, as a result of such failure, is not made on such date, provided that such Lender shall have delivered to the Borrower a certificate setting forth in reasonable detail the amount of, the basis for and the calculation of, such loss, cost or expense, which certificate shall be conclusive in the absence of manifest error. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date time of the any Borrowing that such Lender will not make available to the Administrative Agent such Lender's ’s ratable portion of the such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of the such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative 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 not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay 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 or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such the time under Section 2.06 to Advances comprising the such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay repay to the Administrative Agent such corresponding amount, such amount so paid repaid shall constitute such Lender's ’s Advance as part of the such Borrowing for all purposespurposes of this Agreement and the Borrower shall be relieved of its obligations to repay such amount under this Section 2.02(d). (e) The failure of any Lender to make the Advance to be made by it as part of the any Borrowing shall not relieve any other Lender of its obligation, if any, obligation hereunder to make its Advance on the date of the such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of the any Borrowing.

Making the Advances. (a) The Each Advance comprising a Borrowing on the Closing Date or the Second Borrowing Date shall be in an aggregate amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof. Each Borrowing shall be made on noticepursuant to a Notice of Borrowing, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of Closing Date or the proposed Second Borrowing Date, as applicable, in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, or 10:30 not later than 9:30 A.M. (New York City time) on the date of Closing Date or the proposed Second Borrowing Date, as applicable, in the case of any part of the a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt written notice thereof by telephone, confirmed immediately in writing, or by telecopierthereof. Such notice Notice of Borrowing (the "Notice of Borrowing") shall be by telephone, confirmed immediately in writing, or telecopier, fax in substantially the form of Exhibit B A hereto, specifying therein the requested (i) date Types of the Advances comprising such Borrowing, (ii) Type aggregate amount of Advances comprising the such Borrowing, and (iii) aggregate amount of the if such Borrowing and (iv) in the case of any part of the Borrowing consisting is comprised of Eurodollar Rate Advances, the initial Interest Period for each such Advance. For the avoidance of doubt, the Borrower may request in the Notice of Borrowing multiple Advances of different Types, and/or multiple Eurodollar Rate Advances with different initial Interest Periods, as part of such Borrowing, subject to Section 2.02(b). Each Lender shall, before 11:00 A.M. (New York City time) 12:00 noon on the date of Closing Date or the BorrowingSecond Borrowing Date, as applicable, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's ’s Account, in same day funds, such Lender's ’s ratable portion of the Borrowing in accordance with the Commitments of such Lender and the other LendersBorrowing. After the Administrative Agent's ’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will promptly make such funds available to the Borrower by crediting in such manner as the Borrower's AccountBorrower shall have specified in the Notice of Borrowing and as shall be reasonably acceptable to the Administrative Agent. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Group of Advances if the aggregate amount of such Group of Advances is less than $5,000,000 or Borrowing if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09(c2.07(b), 2.07(e) or 2.11, and (ii) the Advances may there shall be not be outstanding as part of more than four five (5) separate Groups of AdvancesEurodollar Rate Advances with different Interest Periods at any one time outstanding. (c) The Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case If such Borrowing is comprised of any part of the Borrowing that the Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall, within 15 days after demand, shall indemnify each Lender against any loss, cost or expense (but excluding loss of margin for any day after the date specified in the Notice of Borrowing for such Advance) incurred by such Lender as a result of any failure to fulfill borrow the Advances on the Closing Date or the Second Borrowing Date, as applicable, or to fulfill, on or before the date specified in Closing Date or the Notice of Second Borrowing for such Advance Date, as applicable, the applicable conditions set forth in Article III, including, without limitation, any lossloss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance Advances to be made by such Lender on the Closing Date or the Second Borrowing Date, as part of the Borrowing applicable, when such AdvanceAdvances, as a result of such failure, is are not made on such date, provided that such Lender shall have delivered to the Borrower a certificate setting forth in reasonable detail the amount of, the basis for and the calculation of, such loss, cost or expense, which certificate shall be conclusive in the absence of manifest error. (d) Unless the Administrative Agent shall have received notice by courier or fax from a Lender prior to the date Closing Date or the Second Borrowing Date, as applicable, or, in the case of a Base Rate Advance, prior to the Borrowing time of such Borrowing, that such Lender will not make available to the Administrative Agent such Lender's ratable portion ’s Advances as part of such Borrowing to be made on the BorrowingClosing Date or the Second Borrowing Date, as applicable, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of Closing Date or the Second Borrowing Date, as applicable, in accordance with subsection (a) of this Section 2.02 2.02, and the Administrative Agent maymay (but it shall not be required to), 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 not have so made such ratable portion Advances available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay 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 or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such the time under Section 2.06 to Advances comprising the such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay repay to the Administrative Agent such corresponding amount, such amount so paid repaid shall constitute such Lender's Advance ’s Advances as part of the such Borrowing for all purposespurposes of this Agreement. (e) The failure of any Lender to make the any Advance to be made by it as part of the a Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make any of its Advance Advances on the date of Closing Date or the BorrowingSecond Borrowing Date, as applicable, but no Lender shall be responsible for the failure of any other Lender to make the Advance Advances to be made by such other Lender on the date of the BorrowingClosing Date.

Making the Advances. (a) The Borrowing Advances shall be made on notice, given not later than 11:00 A.M. (New York City Charlotte, North Carolina time) on the third Business Day prior to the date of the proposed Borrowing in the case of any part of the Borrowing consisting of Eurodollar Rate Advances, or 10:30 A.M. (New York City time) on the date of the proposed Borrowing in the case of any part of the Borrowing consisting of Base Rate AdvancesEffective Date, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof thereof. Such notice by the Borrower (a "NOTICE OF BORROWING") shall be in writing, or by telephone, confirmed immediately in writing, or by telecopier. Such notice of Borrowing (the "Notice of Borrowing") shall be by telephone, confirmed immediately in writing, telex or telecopier, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of the Borrowing, (ii) Type of Advances comprising the Borrowing, (iii) aggregate amount of the Borrowing and (iv) in Advances to be made on the case of any part of Effective Date. The Advances made on the Borrowing consisting of Eurodollar Effective Date shall initially be Base Rate Advances, initial Interest Period for each such Advance. Each Lender shall, before 11:00 A.M. 12:00 Noon (New York City Charlotte, North Carolina time) on the date of the BorrowingEffective Date, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's Account, in same day funds, such Lender's ratable portion of the Borrowing such Advances in accordance with the Commitments of such Lender and the other LendersLender's Commitment. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower's AccountAccount or by wire transfer of such funds to an account specified by the Borrower. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Group of Advances if the aggregate amount of such Group of Advances is less than $5,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09(c2.07(b)(ii) and or 2.08(c) or (ii) the Advances may not be outstanding as part of more than four separate Groups of Advancesd). (c) The Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any part of the Borrowing that the Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall, within 15 days after demand, indemnify each Lender against any loss, cost or expense (but excluding loss of margin for any day after the date specified in the Notice of Borrowing for such Advance) incurred by such Lender as a result of any failure to fulfill on or before the date specified in the Notice of Borrowing for such Advance the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of the Borrowing when such Advance, as a result of such failure, is not made on such date, provided that such Lender shall have delivered to the Borrower a certificate setting forth in reasonable detail the amount of, the basis for and the calculation of, such loss, cost or expense, which certificate shall be conclusive in the absence of manifest error. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date of the Borrowing Effective Date that such Lender will not make available to the Administrative Agent such Lender's ratable portion of the BorrowingAdvances, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of the Borrowing Effective Date in accordance with subsection (a) of this Section 2.02 and the Administrative 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 not have so made such ratable portion available to the Administrative AgentAgent on the Effective Date, such Lender and the Borrower severally agree agrees to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of Federal Funds Rate. In the Borrowerevent such Lender does not pay such amount to the Administrative Agent within three Business Days, the Borrower shall repay such amount to the Administrative Agent with interest thereon for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent at the interest rate applicable at such time under Section 2.06 to Advances comprising the Borrowing and (ii) in the case of such Lender, the Federal Funds RateBase Rate Advances. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender's Advance as part of the Borrowing for all purposes. (ed) The failure of any Lender to make the Advance to be made by it as part of on the Borrowing Effective Date shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of the BorrowingEffective Date, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of the BorrowingEffective Date.

Making the Advances. (a) The Except as otherwise provided in Section 2.03, each Borrowing with respect to the applicable Type of Advance shall be made on notice, given not later than 11:00 A.M. 12:00 Noon (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, or 10:30 A.M. not later than 1:00 P.M. (New York City time) on the first Business Day prior to the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each applicable Lender prompt notice thereof by telephone, confirmed immediately in writing, telex or by telecopier. Such Each such notice of a Borrowing (the "a “Notice of Borrowing"”) shall be by telephone, confirmed immediately in writing, or telecopiertelex or telecopier or e-mail, in each case in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of the such Borrowing, (ii) Type of Advances comprising the such Borrowing, (iii) aggregate amount of such Borrowing and the amount of such Borrowing which is a Revolving Credit Advance or which is a Term I Advance or a Term II Advance and (iv) in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Revolving Credit Lender shallor Term Lender, as applicable, shall subject to the terms of this Agreement, before 11:00 A.M. 12:00 Noon (New York City time) on the date of such Borrowing in the Borrowingcase of a Borrowing consisting of Eurodollar Rate Advances and 1:00 P.M. (New York City time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate Advances, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's ’s Account, in same day funds, such Lender's ratable portion ’s Pro Rata Share of the such Borrowing in accordance with the respective Revolving Credit Commitments, Term I Commitments or Term II Commitments of such Lender Lender, as applicable, and the other Lenders. After the Administrative Agent's ’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower's ’s Account; provided, however, that the Administrative Agent shall first make a portion of such funds which are a Revolving Credit Advance equal to the aggregate principal amount of any Swing Line Advances and Letter of Credit Advances made by the Swing Line Bank or any Issuing Bank, as the case may be, and by any other Revolving Credit Lender and outstanding on the date of such Borrowing, plus interest accrued and unpaid thereon to and as of such date, available to the Swing Line Bank or such Issuing Bank, as the case may be, and such other Revolving Credit Lenders for repayment of such Swing Line Advances and Letter of Credit Advances. (b) Each Swing Line Borrowing shall be made on notice, given not later than 12:00 Noon (New York City time) on the date of the proposed Swing Line Borrowing, by the Borrower to the Swing Line Bank and the Administrative Agent. Each such notice of a Swing Line Borrowing (a “Notice of Swing Line Borrowing”) shall be by telephone, confirmed immediately in writing or by telecopier or e-mail, in each case specifying therein the requested (i) date of such Borrowing, (ii) amount of such Borrowing and (iii) maturity of such Borrowing (which maturity shall be no later than the earlier of (A) the fifth day after the requested date of such Borrowing and (B) the Revolving Credit Termination Date). The Swing Line Bank shall, before 1:00 P.M. (New York City time) on the date of such Swing Line Borrowing, make the amount thereof available to the Administrative Agent at the Administrative Agent’s Account, in same day funds. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s Account. Upon written demand by the Swing Line Bank, with a copy of such demand to the Administrative Agent, each other Revolving Credit Lender shall purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign to each such other Revolving Credit Lender, such other Revolving Credit Lender’s Pro Rata Share of such outstanding Swing Line Advance as of the date of such demand, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of the Swing Line Bank, by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Swing Line Advance to be purchased by such Revolving Credit Lender. The Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Lender agrees to purchase its Pro Rata Share of an outstanding Swing Line Advance on (i) the Business Day on which demand therefor is made by the Swing Line Bank, provided that notice of such demand is given not later than 12:00 Noon (New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Swing Line Bank to any other Revolving Credit Lender of a portion of a Swing Line Advance, the Swing Line Bank represents and warrants to such other Revolving Credit Lender that the Swing Line Bank is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Swing Line Advance, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such Swing Line Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Swing Line Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate. If such Revolving Credit Lender shall pay to the Administrative Agent such amount for the account of the Swing Line Bank on any Business Day, such amount so paid in respect of principal shall constitute a Swing Line Advance made by such Revolving Credit Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Swing Line Advance made by the Swing Line Bank shall be reduced by such amount on such Business Day. (c) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for the initial Borrowing of a Revolving Credit Advance or the Term Advances, respectively, hereunder or for any Group Borrowing of Advances a Revolving Credit Advance or a Term Advance, respectively, if the aggregate amount of such Group of Advances Borrowing is less than $5,000,000 3,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09(c) 2.07(d)(ii), 2.09 or 2.10 and (ii) the Advances there may not be outstanding as part of more than four eight (8) separate Groups of AdvancesBorrowings outstanding at any time. (cd) The Each Notice of Borrowing and Notice of Swing Line Borrowing shall be irrevocable and binding on the Borrower. In the case of any part of the Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall, within 15 days after demand, shall indemnify each Lender against any loss, cost or expense (but excluding loss of margin for any day after the date specified in the Notice of Borrowing for such Advance) incurred by such Lender as a result of any failure to fulfill on or before the date specified in the such Notice of Borrowing for such Advance Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of the such Borrowing when such Advance, as a result of such failure, is not made on such date, provided that such Lender shall have delivered to the Borrower a certificate setting forth in reasonable detail the amount of, the basis for and the calculation of, such loss, cost or expense, which certificate shall be conclusive in the absence of manifest error. (de) Unless the Administrative Agent shall have received notice from a Lender prior to (x) the date of any Borrowing consisting of Eurodollar Rate Advances or (y) 12:00 Noon (New York City time) on the date of any Borrowing consisting of Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender's ratable portion ’s Pro Rata Share of the such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of the such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative 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 not have so made such ratable portion Pro Rata Share available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such time under Section 2.06 2.07 to Advances comprising the such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender's ’s Advance as part of the such Borrowing for all purposes. (ef) The failure of any Lender to make the Advance to be made by it as part of the any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of the such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of the any Borrowing.

Making the Advances. (aA) Except as otherwise provided herein, the Borrower may request the Lenders to make Advances to the Borrower by the delivery to the Agent, each Funding Agent and, so long as it remains a Lender hereunder, the CS Conduit Lender, not later than 1:00 P.M. (New York City time) two (2) Business Days prior to the proposed Borrowing Date of a written notice of such request substantially in the form of Exhibit B-2 attached hereto (each such notice, a “Notice of Borrowing”) together with a duly completed Borrowing Base Certificate signed by a Responsible Officer of the Borrower. Any Notice of Borrowing or Borrowing Base Certificate received by the Agent and the Funding Agents after the time specified in the immediately preceding sentence shall be deemed to have been received by the Agent and the Funding Agents on the next Business Day, and to the extent that results in the proposed Borrowing Date being earlier than two (2) Business Days after the date of delivery of such Notice of Borrowing, then the date specified in such Notice of Borrowing as the proposed Borrowing Date of an Advance shall be deemed to be the Business Day immediately succeeding the proposed Borrowing Date of such Advance specified in such Notice of Borrowing. The proposed Borrowing Date specified in a Notice of Borrowing shall be made on no earlier than two Business Days after the date of delivery of such Notice of Borrowing and may be up to a maximum of thirty (30) days after the date of delivery of such Notice of Borrowing. Unless otherwise provided herein, each Notice of Borrowing shall be irrevocable and shall specify (i) the aggregate principal amount of the Advance requested and (ii) the Borrowing Date (which shall be a Business Day). If the Agent contests the Borrower’s calculations or any statement within a Notice of Borrowing, it shall promptly inform [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. the Borrower in writing (including by electronic mail) and no Lender shall be obligated to make an Advance in accordance with such Notice of Borrowing. The Borrower may then deliver an amended Notice of Borrowing to the Agent, each Funding Agent and, so long as it remains a Lender hereunder, the CS Conduit Lender or, by written notice, given rescind the Notice of Borrowing; provided that if the Borrower elects to deliver an amended Notice of Borrowing, such amended Notice of Borrowing shall reflect a proposed Borrowing Date no earlier than two (2) Business Days after the date of delivery of such amended Notice of Borrowing. (B) The aggregate principal amount of each Advance by the Borrower shall not be less than $1,000,000. (C) The Notice of Borrowing shall specify the aggregate amount of Advances requested together with the allocated amount of Advances to be paid by each Lender Group based on the Agent’s determination of such allocation among the Lender Groups; provided, that if any portion of any such Advance is to be made pursuant to Section 2.16, the Notice of Borrowing shall only specify the amount to be paid by the CS Lender Group with respect to such portion. Each Conduit Lender may, in its sole discretion, and the Committed Lender or the Committed Lenders shall, if the Conduit Lender in its or their related Lender Group elects, in its sole discretion, not to do so or if there is no Conduit Lender in its related Lender Group, initiate the wire for the applicable Advances in the amount so allocated to the Lender Groups by the Agent from the amounts requested by the Borrower pursuant to the applicable Notice of Borrowing to the Borrower’s Loan Proceeds Account by no later than 11:00 A.M. 2:00 P.M. (New York City time) on the third Borrowing Date specified or deemed specified in such Notice of Borrowing. In connection with the funding of each Advance, the Borrower (or the Agent, on the Borrower’s behalf, out of the proceeds of the initial Advance) shall cause to be deposited into the Liquidity Reserve Account an amount such that the amount on deposit therein is equal to the Liquidity Reserve Account Required Balance. (D) Notwithstanding the foregoing, if any Committed Lender who shall have previously notified the Borrower in writing, in substantially the form of Exhibit E hereto, that it has incurred any external cost, fee or expense directly related to and as a result of the “liquidity coverage ratio” under Basel III in respect of its Commitment hereunder or any liquidity agreement between such Committed Lender and the Conduit Lender, or its interest in the Advances, such Committed Lender may, upon receipt of a Notice of Borrowing pursuant to Section 2.4(A), notify the Borrower in writing by 5:00 P.M. (New York City time) two (2) Business Day Days prior to the Borrowing Date specified in such Notice of Borrowing, in substantially the form of Exhibit F hereto (a “Delayed Funding Notice”), of its intent to fund (or, if applicable and if such Conduit Lender so agrees in its sole discretion, have its Conduit Lender, if applicable, fund all or part of) its allocated amount of the related Advance in an amount that would, if combined with all other requested Advances within the past thirty-five (35) days, exceed $20,000,000 (such amount, the “Delayed Amount”) on a Business Day that is on or before the thirty-fifth (35th) day following the date of delivery of such Committed Lender of such Delayed Funding Notice (the proposed “Delayed Funding Date”) rather than on the date specified in such Notice of Borrowing. If any Committed Lender provides a Delayed Funding Notice to the Borrower following the delivery by the Borrower of a Notice of Borrowing, the Borrower may revoke such Notice of Borrowing in the case of any part by delivering written notice of the same to the Agent and the Funding Agents by 12:00 P.M. (New York city time) on the Business Day preceding the related Borrowing consisting Date. No Committed Lender that has [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. provided a Delayed Funding Notice in respect of Eurodollar Rate Advancesan Advance (a “Delayed Funding Lender”) shall be considered to be in default of its obligation to fund its Delayed Amount pursuant to Section 2.4(C) hereunder unless and until it has failed to fund the Delayed Amount on or before the Delayed Funding Date. A Delayed Funding Lender is not obliged to fund until thirty-five (35) days have elapsed since the funding request. For the avoidance of doubt, a Delayed Funding Lender shall be required to fund its Delayed Amount regardless of the occurrence of an Amortization Event, Event of Default, Potential Amortization Event or 10:30 A.M. Potential Default which occurs during the period from and including the related Borrowing Date to and including the related Delayed Funding Date, unless such Amortization Event, Event of Default, Potential Amortization Event or Potential Default relates to an Insolvency Event with respect to the Borrower. (E) If (i) one or more Delayed Funding Lenders provide a Delayed Funding Notice to the Borrower in respect of a Notice of Borrowing and (ii) the Borrower shall not have revoked the Notice of Borrowing prior to the Business Day preceding such Borrowing Date, the Agent shall, by no later than 12:00 P.M. (New York City time) on the date Business Day preceding such Borrowing Date, direct each Lender Group and each Committed Lender that is not a Delayed Funding Lender with respect to such Borrowing Date (each a “Non-Delayed Funding Lender”) to fund an additional portion of such Advance on such Borrowing Date equal to such Non-Delayed Funding Lender’s proportionate share (based upon such Non-Delayed Funding Lender’s Commitment relative to the sum of the proposed Commitments of all Non-Delayed Funding Lenders) of the aggregate Delayed Amounts with respect to such Borrowing Date; provided, that in no event shall a Non-Delayed Funding Lender be required to fund any amounts in excess of its Commitment. Subject to Section 2.4(C), in the case of any part of the Borrowing consisting of Base Rate Advancesa Non-Delayed Funding Lender that is a Committed Lender, by the Borrower to the Administrative Agentsuch Committed Lender hereby agrees, which shall give to each Lender prompt notice thereof by telephoneor, confirmed immediately in writing, or by telecopier. Such notice of Borrowing (the "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 the Borrowing, (ii) Type of Advances comprising the Borrowing, (iii) aggregate amount of the Borrowing and (iv) in the case of any part a Non-Delayed Funding Lender that is a Lender Group, the Conduit Lender in such Lender Group may agree, in its sole discretion, and the Committed Lenders in such Lender Group hereby agree, to fund such portion of the Advance on such Borrowing consisting Date. (F) After the Non-Delayed Funding Lenders fund a Delayed Amount on any Borrowing Date in accordance with Section 2.4(E), the Delayed Funding Lender in respect of Eurodollar Rate Advancessuch Delayed Amount will be obligated to fund an amount equal to the excess, initial Interest Period if any, of (a) such Delayed Amount over (b) the amount, if any, by which the portion of any principal distribution amount paid to such Non-Delayed Funding Lenders pursuant to Section 2.7 or any decrease to the outstanding principal balance made in accordance with Section 2.8, on any date during the period from and including such Borrowing Date to but excluding the Delayed Funding Date for such Delayed Amount, was greater than what it would have been had such Delayed Amount been funded by such Delayed Funding Lender on such Borrowing Date (the “Delayed Funding Reimbursement Amount”) with respect to such Delayed Amount on or before its Delayed Funding Date, irrespective of whether the Borrower would be able to satisfy the conditions set forth in Section 3.2(A) to an Advance, in an amount equal to such Delayed Funding Reimbursement Amount on such Delayed Funding Date. Such Delayed Funding Lender shall fund such Delayed Funding Reimbursement Amount on such Delayed Funding Date by paying such amount to the Agent in immediately available funds, and the Agent shall distribute such funds to each such AdvanceNon-Delayed Funding Lender, pro rata based on the relative amount of such Delayed Amount funded by such Non-Delayed Funding Lender on such Borrowing Date pursuant to Section 2.4(E). Each [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. (G) With respect to the Advance to be made on the Restatement Date, if any, each Lender shall, before 11:00 A.M. shall make the amount of its Advance available to the Paying Agent by wire transfer of such funds to the account specified in the Restatement Date Flow of Funds Memorandum no later than 2:00 P.M. (New York City time) on the date Restatement Date. The Paying Agent shall receive and hold such Advance in escrow for the benefit of the BorrowingAgent and the Lenders. Upon a determination by the Agent that all conditions precedent to such Advance to be made on the Restatement Date set forth in Article III have been satisfied or otherwise waived, make available for the account of its Applicable Lending Office Agent shall notify the Paying Agent in writing (which may be via email) that the Paying Agent may distribute such Advance to be made on the Administrative Agent at the Administrative Agent's Account, in same day funds, such Lender's ratable portion of the Borrowing Restatement Date in accordance with the Commitments of such Lender and the other Lenders. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions instructions set forth in Article III, the Administrative Restatement Date Flow of Funds Memorandum. The Agent will make may at any time prior to such funds available distribution instruct the Paying Agent to return such Advance to be made on the Restatement Date to the Borrower by crediting the Borrower's AccountLenders in its sole discretion. (bH) Anything in subsection (a) above Notwithstanding any provision to the contrary notwithstandingherein or in any other Transaction Document, (i) the Borrower may not select Eurodollar Rate Advances for any Group of Advances if the aggregate amount of such Group of Advances is less than $5,000,000 or if the obligation of the Lenders with respect to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09(c) and (ii) the Advances may not be outstanding as part of more than four separate Groups of Advances. (c) The Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any part of the Borrowing that the Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall, within 15 days after demand, indemnify each Lender against any loss, cost or expense (but excluding loss of margin for any day after the date specified in the Notice of Borrowing for such Advance) incurred by such Lender as a result of any failure to fulfill on or before the date specified in the Notice of Borrowing for such Advance the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of on the Borrowing when such AdvanceRestatement Date, as a result of such failureif any, the Paying Agent is not made on such date, provided that such Lender shall have delivered obligated only to perform the Borrower a certificate setting duties specifically set forth in reasonable detail Section 2.4(G) or otherwise in the amount of, the basis for and the calculation of, such loss, cost or expenseRestatement Date Flow of Funds Memorandum, which certificate shall be conclusive deemed purely ministerial in nature. Under no circumstance will the absence of manifest error. (d) Unless the Administrative Paying Agent shall have received notice from be deemed to be a Lender prior fiduciary to the date of the Borrowing that such Lender will not make available any Person with respect to the Administrative Agent such Lender's ratable portion of the Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of the Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative 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 not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such time under Section 2.06 to Advances comprising the Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender's Advance as part of the Borrowing for all purposes. (e) The failure of any Lender to make the Advance to be made by it as part of the Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date Restatement Date or the Paying Agent’s duties under Section 2.4(G) or the Restatement Date Flow of the Borrowing, but no Lender shall be responsible for the failure of any other Lender Funds Memorandum. With respect to make the such Advance to be made by such other Lender on the date Restatement Date, the Paying Agent shall neither be responsible for, nor chargeable with, knowledge of the Borrowingterms and conditions of any other agreement, instrument, or document other than Section 2.4(G) and the Restatement Date Flow of Funds Memorandum, whether or not an original or a copy of such agreement has been provided to the Paying Agent; and the Paying Agent shall have no duty to know or inquire as to the performance or nonperformance of any provision of any such agreement, instrument, or document. With respect to such Advance to be made on the Restatement Date, the Paying Agent will not be responsible to determine or to make inquiry into any term, capitalized, or otherwise, not defined herein. Section 2.4(G) and the Restatement Date Flow of Funds Memorandum set forth all matters pertinent to the escrow of such Advance to be made on the Restatement Date contemplated hereunder, and no additional obligations of the Paying Agent with respect thereto shall be inferred or implied from the terms of this Agreement or any other agreement.

Making the Advances. (a) The Except as otherwise provided in Section 2.03, each Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City Charlotte, North Carolina time) on the third Business Day prior to the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, or 10:30 A.M. (New York City time) on the Business Day prior to the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof by telephone, confirmed immediately in writing, telex or by telecopier. Such Each such notice of a Borrowing (the a "Notice of Borrowing") (A) shall be by telephone, confirmed immediately in writing, or telex or telecopier, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of the such Borrowing, (ii) Type of Advances comprising the such Borrowing, (iii) aggregate amount of the such Borrowing and (iv) in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, the initial Interest Period for each such AdvanceAdvances and (B) shall be accompanied by the certificate of the Chief Financial Officer of the Borrower required by Section 3.02(c). Each Appropriate Lender shall, before 11:00 A.M. (New York City Charlotte, North Carolina time) on the date of the such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's Account, in same day funds, such Lender's ratable portion Pro Rata Share of the such Borrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower's Account; provided, however, that, in the case of any Borrowing, the Administrative Agent shall first make a portion of such funds equal to the aggregate principal amount of any Letter of Credit Advances made by the Issuing Bank and by any other Working Capital Lender and outstanding on the date of such Borrowing, plus interest accrued and unpaid thereon to and as of such date, available to the Issuing Bank and such other Working Capital Lenders for repayment of such Letter of Credit Advances. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) notwithstanding the Borrower may not select Eurodollar Rate Advances for any Group of Advances if the aggregate amount of such Group of Advances Borrowing is less than $5,000,000 1 million or if the obligation of the Appropriate Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09(c) and (ii) the Advances may not be outstanding as part of more than four separate Groups of Advances2.09 or 2.10. (c) The Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any part of the Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall, within 15 days after demand, shall indemnify each Appropriate Lender against any loss, cost or expense (but excluding loss of margin for any day after the date specified in the Notice of Borrowing for such Advance) incurred by such Lender as a result of any failure to fulfill on or before the date specified in the such Notice of Borrowing for such Advance Borrowing the applicable conditions set forth in Article III, including, without limitation, any lossloss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of the such Borrowing when such Advance, as a result of such failure, is not made on such date, provided that such Lender shall have delivered to the Borrower a certificate setting forth in reasonable detail the amount of, the basis for and the calculation of, such loss, cost or expense, which certificate shall be conclusive in the absence of manifest error. (d) Unless the Administrative Agent shall have received notice from a an Appropriate Lender prior to the date of the any Borrowing under a Facility under which such Lender has a Commitment that such Lender will not make available to the Administrative Agent such Lender's ratable portion Pro Rata Share of the such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of the such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative 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 not have so made such ratable portion Pro Rata Share available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such time under Section 2.06 2.07 to Advances comprising the such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender's Advance as part of the such Borrowing for all purposes. (e) The failure of any Lender to make the Advance to be made by it as part of the any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of the such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of the any Borrowing.

Making the Advances. (a) The Except as otherwise provided in Section 2.02(b) or 2.03, each Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, or 10:30 A.M. (New York City time) on the first Business Day prior to the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof by telephone, confirmed immediately in writing, telex or by telecopier. Such Each such notice of a Borrowing (the a "Notice of BorrowingNOTICE OF BORROWING") shall be by telephone, confirmed immediately in writing, or telex or telecopier, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of the such Borrowing, (ii) Facility under which such Borrowing is to be made, (iii) Type of Advances comprising the such Borrowing, (iiiiv) aggregate amount of the Borrowing and such Borrowing, (ivv) in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such AdvanceAdvance and (vi) if any portion of such Borrowing is proposed to be used to pay the purchase price of any Permitted Acquisitions, the portion of such Borrowing, and the cash and Cash Equivalent of the Borrower and its Subsidiaries on the date of such Notice of Borrowing, proposed to be used to pay such purchase price of such Permitted Acquisition. Each Appropriate Lender shall, before 11:00 A.M. (New York City time) on the date of the such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's Account, in same day funds, such Lender's ratable portion of the such Borrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower's Account. (b) Anything ; provided, however, that, in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Group of Advances if the aggregate amount of such Group of Advances is less than $5,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09(c) and (ii) the Advances may not be outstanding as part of more than four separate Groups of Advances. (c) The Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any part of the Borrowing that the Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall, within 15 days after demand, indemnify each Lender against any loss, cost or expense (but excluding loss of margin for any day after the date specified in the Notice of Borrowing for such Advance) incurred by such Lender as a result of any failure to fulfill on or before the date specified in the Notice of Borrowing for such Advance the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of the Borrowing when such Advance, as a result of such failure, is not made on such date, provided that such Lender shall have delivered to the Borrower a certificate setting forth in reasonable detail the amount of, the basis for and the calculation of, such loss, cost or expense, which certificate shall be conclusive in the absence of manifest error. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of the Borrowing that such Lender will not make available to the Administrative Agent such Lender's ratable portion of the Revolving Credit Borrowing, the Administrative Agent may assume that shall first make a portion of such Lender has made such portion available funds equal to the Administrative Agent aggregate principal amount of any Swing Line Advances and Letter of Credit Advances made by the Swing Line Bank or the Issuing Bank, as the case may be, and by any other Revolving Credit Lender and outstanding on the date of the Borrowing in accordance with subsection (a) such Revolving Credit Borrowing, plus interest accrued and unpaid thereon to and as of this Section 2.02 and the Administrative Agent maysuch date, in reliance upon such assumption, make 42 42 available to the Borrower on such date a corresponding amount. If and to Swing Line Bank or the extent that such Lender shall not have so made such ratable portion available to the Administrative AgentIssuing Bank, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in as the case of the Borrowermay be, the interest rate applicable at and such time under Section 2.06 to Advances comprising the Borrowing and (ii) in the case other Revolving Credit Lenders for repayment of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender's Advance as part Swing Line Advances and Letter of the Borrowing for all purposesCredit Advances. (e) The failure of any Lender to make the Advance to be made by it as part of the Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of the Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of the Borrowing.

Making the Advances. (a) The Each Borrowing shall be made on notice, given not later than 11:00 A.M. A.M. (New York City timei) on in the third case of a proposed Borrowing comprised of Eurodollar Advances, at least three Business Day Days prior to the date of the proposed Borrowing Borrowing, and (ii) in the case of any part of the Borrowing consisting of Eurodollar Rate Advances, or 10:30 A.M. (New York City time) on the date of the a proposed Borrowing in the case of any part of the Borrowing consisting comprised of Base Rate Advances, on the day of the proposed Borrowing, by the Borrower to the Administrative Agent, which shall give to each Lender Bank prompt notice thereof by telephone, confirmed immediately in writing, or by telecopiertelecopy. Such Each such notice of a Borrowing (the a "Notice of Borrowing") shall be by telephonetelecopy, confirmed immediately in writing, or telecopier, in substantially the form of Exhibit B heretoB, duly signed by a Responsible Officer, specifying therein the requested (iA) date of the such Borrowing, (iiB) Type of Advances comprising the such Borrowing, (iiiC) aggregate amount of the Borrowing such Borrowing, and (ivD) in the case of any part of the a Borrowing consisting comprised of Eurodollar Rate Advances, initial Interest Period for each such Advance, provided that the Borrower may not specify Eurodollar Advances for any Borrowing if, after giving effect to such Borrowing, Eurodollar Advances having more than ten (10) different Interest Periods shall be outstanding. In the case of a proposed Borrowing comprised of Eurodollar Advances, the Administrative Agent shall promptly notify each Bank and the Borrower of the applicable interest rate under Section 2.5(b). Each Lender Bank shall, before 11:00 A.M. (New York City time1:00 P.M. in the case of a Borrowing comprised of Base Rate Advances) on the date of the such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's Accountits Payment Office, in same day funds, such LenderBank's ratable portion of the Borrowing in accordance with the Commitments of such Lender and the other LendersBorrowing. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting at the BorrowerAdministrative Agent's Account. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Group of Advances if the aggregate amount of such Group of Advances is less than $5,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09(c) and (ii) the Advances may not be outstanding as part of more than four separate Groups of Advances. (c) The aforesaid address. Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any part of Borrowing which the Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall, within 15 days after demandsubject to Section 8.8, indemnify each Lender Bank against any loss, cost or expense (but excluding loss of margin for any day after the date specified in the Notice of Borrowing for such Advance) incurred by such Lender Bank as a result of any failure to fulfill on or before the date specified in the such Notice of Borrowing for such Advance Borrowing the applicable conditions set forth in Article IIIIII or to make the Borrowing specified in such Notice of Borrowing on the date specified, including, without limitation, including any lossloss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender Bank to fund the Advance to be made by such Lender Bank as part of the such Borrowing when such Advance, as a result of such failure, is not made on such date, provided that such Lender shall have delivered to the Borrower a certificate setting forth in reasonable detail the amount of, the basis for and the calculation of, such loss, cost or expense, which certificate shall be conclusive in the absence of manifest error. (d) . Unless the Administrative Agent shall have received notice from a Lender Bank prior to the date time it is required to make available its ratable portion of the any Borrowing that such Lender Bank will not make available to the Administrative Agent such LenderBank's ratable portion of the such Borrowing, the Administrative Agent may assume that such Lender Bank has made such portion available to the Administrative Agent on the date of the such Borrowing in accordance with subsection (a) of this Section 2.02 2.2 and the Administrative 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 Bank shall not have so made such ratable portion available to the Administrative Agent, such Lender Bank and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay 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 or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such the time under Section 2.06 to Advances comprising the such Borrowing and (ii) in the case of such LenderBank, the Federal Funds Rate. If such Lender Bank shall pay repay to the Administrative Agent such corresponding amount, such amount so paid repaid shall constitute such LenderBank's Advance as part of the such Borrowing for all purposes. (e) purposes of this Agreement. The failure of any Lender Bank to make the Advance to be made by it as part of the any Borrowing shall not relieve any other Lender Bank of its obligation, if any, hereunder to make its Advance on the date of the such Borrowing, but no Lender Bank shall be responsible for the failure of any other Lender Bank to make the Advance to be made by such other Lender Bank on the date of the any Borrowing.

Making the Advances. (a) The Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, or 10:30 A.M. (New York City time) on the first Business Day prior to the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telephone, confirmed immediately in writing, telecopier or by telecopierelectronic communication. Such notice of Borrowing (the "a “Notice of Borrowing"”) shall be by telephone, confirmed immediately in writing, or telecopierby telecopier or electronic communication, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of the such Borrowing, (ii) Type of Advances comprising the such Borrowing, (iii) aggregate amount of the such Borrowing and (iv) in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shall, before 11:00 A.M. (New York City time) on the date of the such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's ’s Account, in same day funds, such Lender's ’s ratable portion of the such Borrowing in accordance with the respective Commitments under the Facility of such Lender and the other Lenders. After the Administrative Agent's ’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower's ’s Account. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not only select Eurodollar Rate Advances with an Interest Period of two weeks for any Group of Advances if the aggregate amount of period from the date hereof for so long as is required by the Lead Arranger to achieve a successful syndication; provided that such Group of Advances is less than $5,000,000 period shall end on the 30th day after the date hereof (or if such earlier date as shall be specified in its sole discretion by the obligation of Administrative Agent in a written notice to the Borrower and the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09(c) and (ii) the Advances may not be outstanding as part of more than four separate Groups of Advancesthat a successful syndication has been achieved). (c) The Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any part of the a Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall, within 15 days after demand, shall indemnify each Lender against any loss, cost or expense (but excluding loss of margin for any day after the date specified in the Notice of Borrowing for such Advance) incurred by such Lender as a result of any failure to fulfill on or before the date specified in the such Notice of Borrowing for such Advance Borrowing the applicable conditions set forth in Article III, including, without limitation, any lossloss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of the such Borrowing when such Advance, as a result of such failure, is not made on such date, provided that such Lender shall have delivered to the Borrower a certificate setting forth in reasonable detail the amount of, the basis for and the calculation of, such loss, cost or expense, which certificate shall be conclusive in the absence of manifest error. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of the any Borrowing that such Lender will not make available to the Administrative Agent such Lender's ’s ratable portion of the such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of the such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative 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 not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such time under Section 2.06 2.05 to Advances comprising the such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender's ’s Advance as part of the such Borrowing for all purposes. (e) The failure of any Lender to make the Advance to be made by it as part of the any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of the such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of the any Borrowing.

Making the Advances. (a) The Borrowing shall be made on notice, given not later than 11:00 9:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of any part of the Borrowing consisting of Eurodollar Rate Advances, or 10:30 A.M. (New York City time) on the date of the proposed Borrowing in the case of any part of the Borrowing consisting of Base Rate Advances, Effective Date by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telephone, confirmed immediately in writing, telex or by telecopier. Such The notice of Borrowing (the "“Notice of Borrowing"”) shall be by telephone, confirmed immediately in writing, or telex or telecopier, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of the Borrowing, (ii) Type of Advances comprising the Borrowing, (iii) aggregate amount of the Borrowing and (iv) in the case of any part of if the Borrowing consisting consists of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shall, before 11:00 A.M. (New York City time) on the date of the BorrowingEffective Date, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's ’s Account, in same day funds, such Lender's ’s ratable portion of the Borrowing in accordance with the Commitments respective Commitment of such Lender and the other Lenders. After the Administrative Agent's ’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower's Account’s Account before noon (New York City time). (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Group of Advances if the aggregate amount of such Group of Advances is less than $5,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09(c) and (ii) the Advances may not be outstanding as part of more than four separate Groups of Advances. (c) The Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of If any part of the Borrowing that the Notice of Borrowing specifies that the Borrowing is to be comprised of Eurodollar Rate Advances, the Borrower shall, within 15 days after demand, shall indemnify each Lender against any loss, cost or expense (but excluding loss of margin for any day after the date specified in the Notice of Borrowing for such Advance) incurred by such Lender as a result of any failure to fulfill on or before the date specified in the Notice of Borrowing for such Advance the applicable conditions set forth in Article III, including, without limitation, any lossloss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of the Borrowing when such Advance, as a result of such failure, is not made on such date, provided that such Lender shall have delivered to the Borrower a certificate setting forth in reasonable detail the amount of, the basis for and the calculation of, such loss, cost or expense, which certificate shall be conclusive in the absence of manifest error. (dc) Unless the Administrative Agent shall have received notice from a Lender prior to the date of the Borrowing Effective Date that such Lender will not make available to the Administrative Agent such Lender's ’s ratable portion of the Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of the Borrowing Effective Date in accordance with subsection (a) of this Section 2.02 and the Administrative 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 not have so made such ratable portion available to the Administrative AgentAgent and the Borrower has been advanced such corresponding amount, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such time under Section 2.06 2.05 to Advances comprising the Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender's ’s Advance as part of the Borrowing for all purposes. (ed) The failure of any Lender to make the Advance to be made by it as part of the Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of the BorrowingEffective Date, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of the BorrowingEffective Date.

Making the Advances. (a) The Except as otherwise provided in Section 2.02(c) or 2.03, each Borrowing shall be made on notice, given by the Borrower not later than 11:00 A.M. 12:00 noon (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, or 10:30 A.M. (New York City time) on the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof by telephone, confirmed immediately in writing, telecopier or by telecopierelectronic mail. Such Each such notice of a Borrowing (the "a “Notice of Borrowing"”) shall be by telephone, confirmed immediately in writing, or telecopiertelecopier or electronic mail, in substantially the form of Exhibit B heretoB, specifying therein the requested (i) date of the such Borrowing, (ii) Type of Advances comprising the such Borrowing, (iii) aggregate amount of the such Borrowing and (iv) in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shall, before 11:00 A.M. 12:00 noon (New York City time) on the date of the such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's ’s Account, in same day immediately available funds, such Lender's ’s ratable portion of the such Borrowing in accordance with the Commitments respective Commitment of such Lender under the applicable Facility and the other Appropriate Lenders. After the Administrative Agent's ’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will shall (x) with respect to the Initial Borrowing, directly apply (1) the Revolving Advances (or such portion thereof as may be specified in writing to the Administrative Agent by the Borrower) to the repayment of the Existing Debt, and (2) the Term Advances to the repayment of the Existing Debt and (y) with respect to subsequent Revolving Borrowings, make such funds available to the Borrower Borrower, by crediting the Borrower's Borrowing Account. (b) Anything ; provided, however, that, in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Group of Advances if the aggregate amount of such Group of Advances is less than $5,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09(c) and (ii) the Advances may not be outstanding as part of more than four separate Groups of Advances. (c) The Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any part of the Borrowing that the Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall, within 15 days after demand, indemnify each Lender against any loss, cost or expense (but excluding loss of margin for any day after the date specified in the Notice of Borrowing for such Advance) incurred by such Lender as a result of any failure to fulfill on or before the date specified in the Notice of Borrowing for such Advance the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of the Borrowing when such Advance, as a result of such failure, is not made on such date, provided that such Lender shall have delivered to the Borrower a certificate setting forth in reasonable detail the amount of, the basis for and the calculation of, such loss, cost or expense, which certificate shall be conclusive in the absence of manifest error. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of the Borrowing that such Lender will not make available to the Administrative Agent such Lender's ratable portion of the subsequent Revolving Borrowing, the Administrative Agent may assume that shall first make a portion of such Lender has made such portion available funds equal to the Administrative Agent aggregate principal amount of any Swing Line Advances and L/C Borrowing made by the Swing Line Bank or any Issuing Bank and by any other Revolving Lender, as the case may be, and outstanding on the date of the Borrowing in accordance with subsection (a) such Revolving Borrowing, plus interest accrued and unpaid thereon to and as of this Section 2.02 and the Administrative Agent maysuch date, in reliance upon such assumption, make available to the Borrower on Swing Line Bank or such date a corresponding amount. If and to Issuing Bank or such other Revolving Lender, as the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereoncase may be, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such time under Section 2.06 to Advances comprising the Borrowing and (ii) in the case repayment of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender's Advance as part of the Borrowing for all purposes. (e) The failure of any Lender to make the Advance to be made by it as part of the Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of the Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of the Swing Line Advances and L/C Borrowing.

Making the Advances. (aA) The Borrowing shall be made on noticeExcept as otherwise provided herein, given the Borrower may request the Lenders to make Advances to the Borrower up to twelve times in any calendar year (provided that the Borrower may not request that the Lenders make Advances to the Borrower more than (i) once during any fifteen-day period or (ii) twice during any calendar month)) by the delivery to the Administrative Agent, each Funding Agent, each Conduit Lender and the Paying Agent, not later than 11:00 A.M. 12:00 P.M. (New York City time) on the third a date that is at least five (5) Business Day prior to the date of the proposed Borrowing Days (or, in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, or 10:30 A.M. (New York City time) Date that occurs on the date of Sixth Amendment Effective Date, two (2) Business Days) prior to the proposed Borrowing in the case Date of any part of the Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telephone, confirmed immediately in writing, or by telecopier. Such a written notice of Borrowing (the "Notice of Borrowing") shall be by telephone, confirmed immediately such request substantially in writing, or telecopier, in substantially the form of Exhibit B hereto, specifying therein the requested B-2 attached hereto (i) date of the Borrowing, (ii) Type of Advances comprising the Borrowing, (iii) aggregate amount of the Borrowing and (iv) in the case of any part of the Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advancenotice, a “Notice of Borrowing”). Each Lender shall, before 11:00 A.M. (New York City time) on the date of the Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's Account, in same day funds, such Lender's ratable portion of the Borrowing in accordance with the Commitments of such Lender and the other Lenders. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower's Account. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Group of Advances if the aggregate amount of such Group of Advances is less than $5,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09(c) and (ii) the Advances may not be outstanding as part of more than four separate Groups of Advances. (c) The Such Notice of Borrowing shall be irrevocable and binding accompanied by a duly completed Borrowing Base Certificate signed by a Responsible Officer of the Borrower unless the proposed Borrowing Date is more than five (5) Business Days after the date of such Notice of Borrowing, in which case Borrower shall deliver such Borrowing Base Certificate on the Borrowerdate that is five (5) Business Days prior to the proposed Borrowing Date. In the case of any part of the Borrowing that the Any Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advancesor Borrowing Base Certificate received by the Administrative Agent, the Borrower shallFunding Agents, within 15 days after demand, indemnify each Lender against any loss, cost the Conduit Lenders or expense (but excluding loss of margin for any day the Paying Agent after the date time specified in the Notice of Borrowing for such Advance) incurred by such Lender as a result of any failure to fulfill on or before the date specified in the Notice of Borrowing for such Advance the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of the Borrowing when such Advance, as a result of such failure, is not made on such date, provided that such Lender shall have delivered to the Borrower a certificate setting forth in reasonable detail the amount of, the basis for and the calculation of, such loss, cost or expense, which certificate immediately preceding sentence shall be conclusive in the absence of manifest error. (d) Unless the Administrative Agent shall deemed to have been received notice from a Lender prior to the date of the Borrowing that such Lender will not make available to the Administrative Agent such Lender's ratable portion of the Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of the Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent maynext Business Day, 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 not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) results in the case of the Borrower, the interest rate applicable at such time under Section 2.06 to Advances comprising the proposed Borrowing and Date being earlier than five (ii5) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender's Advance as part of the Borrowing for all purposes. (e) The failure of any Lender to make the Advance to be made by it as part of the Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on Business Days after the date of the delivery of such Notice of Borrowing, but no Lender then the date specified in such Notice of Borrowing as the proposed Borrowing Date of an Advance shall be responsible deemed to be the Business Day immediately succeeding the proposed Borrowing Date of such Advance specified in such Notice of Borrowing. The proposed Borrowing Date specified in a Notice of Borrowing shall be no earlier than five (5) Business Days, and no later than thirty (30) days, after the date of delivery of such Notice of Borrowing. Unless otherwise provided herein, each Notice of Borrowing may not be revoked; provided, that the only consequence for the failure of any other Lender the Borrower to make borrow Advances on a Borrowing Date shall be its obligation to pay Breakage Costs as provided in Section 2.12(A). For the Advance avoidance of doubt, the failure of the Borrower to be made by such other Lender borrow Advances on a Borrowing Date shall count against the caps on the date number of requested Advances set forth in the Borrowingfirst sentence of this Section 2.

Making the Advances. (a) The Except as provided otherwise to Advances made pursuant to Section 2.03(g), each Borrowing shall be made on notice, given (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 A.M. a.m. (New York City time) on the third Business Day prior to the date of the proposed Borrowing Borrowing, and (ii) in the case of any part of the a Borrowing consisting of Eurodollar comprising Alternate Base Rate Advances, or 10:30 A.M. not later than 11:00 a.m. (New York City time) on the date of the proposed Borrowing in the case of any part of the Borrowing consisting of Base Rate AdvancesBorrowing, by the Borrower Company to the Administrative Agent, which shall give to each Lender prompt notice thereof by telephone, confirmed immediately in writing, or by telecopierthereof. Such Each such notice of a Borrowing (the "a “Notice of Borrowing"”) by the Company shall be by telephone, confirmed immediately in writing, writing or by telecopier, in substantially the form of Exhibit B C hereto, specifying therein (A) the requested date of such Borrowing, (iB) the Type of Advances to be made in connection with such Borrowing, (C) the aggregate amount of such Borrowing, (D) the Repayment Date for such Borrowing if such Repayment Date, at the option of the Company, is to be earlier than 364 days after the date of the requested Borrowing, (ii) Type of Advances comprising the Borrowing, (iii) aggregate amount of the Borrowing and (ivE) in the case of any part of the a Borrowing consisting of comprising Eurodollar Rate Advances, the initial Interest Period for such Advances, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01. Upon fulfillment of the applicable conditions set forth in Article IV, each such Advance. Each Lender shall, before 11:00 A.M. 1:00 p.m. (New York City time) on the date of the such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's Accountits address referred to in Section 9.02, in same day funds, such Lender's ratable portion of the Borrowing in accordance with the Commitments ’s Percentage of such Lender and the other LendersBorrowing. After the Administrative Agent's ’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIIIV, the Administrative Agent will make such funds available to the Borrower by crediting Company at the Borrower's AccountAdministrative Agent’s aforesaid address. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Group of Advances if the aggregate amount of such Group of Advances is less than $5,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09(c) and (ii) the Advances may not be outstanding as part of more than four separate Groups of Advances. (c) The Each Notice of Borrowing delivered by the Company shall be irrevocable and binding on the BorrowerCompany. In the case of any part of the Borrowing that the Notice of Borrowing specifies is to be comprised of delivered by the Company requesting Eurodollar Rate Advances, the Borrower shall, within 15 days after demand, Company shall indemnify each Lender against any loss, cost or expense (but excluding loss of margin for any day after the date specified in the Notice of Borrowing for such Advance) incurred by such Lender as a result of any failure by the Company to fulfill on or before the date specified in the such Notice of Borrowing for such Advance the applicable conditions set forth in Article IIIIV, including, without limitation, including any lossloss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment redeployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of the such Borrowing when such Advance, as a result of such failure, is not made on such date, provided that such Lender shall have delivered to the Borrower a certificate setting forth in reasonable detail the amount of, the basis for and the calculation of, such loss, cost or expense, which certificate shall be conclusive in the absence of manifest error. (dc) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (i) 5:00 p.m. (New York time) one Business Day prior to the date of a Borrowing comprising Eurodollar Rate Advances or (ii) 12:00 noon (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender's ’s ratable portion of the such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of the such Borrowing in accordance with subsection (aSection 2.02(a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower Company on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower Company severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay together with interest thereon, for each day from the date such amount is made available to the Borrower Company until the date such amount is repaid or paid to the Administrative Agent, at (iA) in the case of the BorrowerCompany, the interest rate applicable at such the time under Section 2.06 to Advances comprising the made in connection with such Borrowing and (iiB) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay repay to the Administrative Agent such corresponding amount, such amount so paid repaid shall constitute such Lender's ’s Advance as part of the such Borrowing for all purposespurposes of this Agreement. (ed) The failure of any Lender to make the Advance to be made by it as part of the any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of the such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of the any Borrowing.

Making the Advances. (a) The Except as provided in clause (b) below or Section 3.04, each Borrowing shall be made on irrevocable notice, given not later than 11:00 A.M. 12:00 P.M. (New York City time) on (i) the third Business Day (or in the case of the initial Borrowing, the Business Day) prior to the date of the proposed Borrowing, in the case of a Borrowing consisting of Eurodollar Rate Advances, or (ii) the first Business Day prior to the date of the proposed Borrowing in the case of any part of the Borrowing consisting of Eurodollar Rate Advances, or 10:30 A.M. (New York City time) on the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof by telephone, confirmed immediately in writing, telecopier or by telecopierelectronic communication. Such Each such irrevocable notice of a Borrowing (the "Notice of Borrowing"a “Funding Notice”) shall be by telephone, confirmed immediately promptly in writing, including by telecopier or telecopierelectronic communication, in substantially the form of Exhibit B heretoC, specifying therein the requested (i) date of the such Borrowing, (ii) Facility under which such Borrowing is to be made, (iii) Type of Advances comprising the such Borrowing, (iiiiv) aggregate amount of the such Borrowing and (ivv) in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Appropriate Lender shall, before 11:00 A.M. 12:00 P.M. (New York City time) on the date of the such Borrowing, make available by wire transfer for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's ’s Account, in same day funds, such Lender's Xxxxxx’s ratable portion of the Borrowing such Borrowing, in accordance with the respective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders. After the Administrative Agent's ’s receipt of such funds and upon fulfillment or waiver of the applicable conditions set forth in Article IIIV, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower's AccountLongview Revenue Account or as otherwise directed by the Borrower in the Funding Notice. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Group of Advances if the aggregate amount of such Group of Advances is less than $5,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09(c) and (ii) the Advances may not be outstanding as part of more than four separate Groups of Advances. (c) The Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any part of the Borrowing that the Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall, within 15 days after demand, indemnify each Lender against any loss, cost or expense (but excluding loss of margin for any day after the date specified in the Notice of Borrowing for such Advance) incurred by such Lender as a result of any failure to fulfill on or before the date specified in the Notice of Borrowing for such Advance the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of the Borrowing when such Advance, as a result of such failure, is not made on such date, provided that such Lender shall have delivered to the Borrower a certificate setting forth in reasonable detail the amount of, the basis for and the calculation of, such loss, cost or expense, which certificate shall be conclusive in the absence of manifest error. (d) Unless the Administrative Agent shall have received notice from a an Appropriate Lender prior to the date of the any Borrowing that such Lender will not make available to the Administrative Agent such Lender's Xxxxxx’s ratable portion of the such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of the such Borrowing in accordance with subsection clause (a) of this Section 2.02 above and the Administrative 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 not have so made such ratable portion available to the Administrative Agent, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such date of Borrowing until the date such amount is paid to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower severally agree to repay or shall immediately pay such corresponding amount to the Administrative Agent forthwith on demand such corresponding amount and to pay together with interest thereon, for each day from the date of such amount is made available to the Borrower Borrowing until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of rate payable hereunder for Base Rate Advances under the Borrower, the interest rate applicable at such time under Section 2.06 to Advances comprising the Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender's Advance as part of the Borrowing for all purposesrelevant Facility. (ec) The failure of any Lender to make the Advance to be made by it as part of the any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of the such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing. Nothing in this Section 2.02 shall prejudice any rights that the BorrowingBorrower may have against a Defaulting Lender.

Making the Advances. (a) The Except as otherwise provided in Section 2.02(b) or 2.03, each Borrowing shall be made on notice, given not later than 11:00 A.M. a.m. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, or 10:30 A.M. (New York City time) on the first Business Day prior to the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof by telephone, confirmed immediately in writing, telecopier or by telecopierelectronic communication. Such Each such notice of a Borrowing (the "a “Notice of Borrowing"”) shall be by telephone, confirmed immediately in writing, or telecopierby telecopier or electronic communication, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of the such Borrowing, (ii) Facility under which such Borrowing is to be made, (iii) Type of Advances comprising the such Borrowing, (iiiiv) aggregate amount of the such Borrowing and (ivv) in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Appropriate Lender shall, before 11:00 A.M. a.m. (New York City time) on the date of the such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's ’s Account, in same day funds, such Lender's ’s ratable portion of the such Borrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders. After the Administrative Agent's ’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower's ’s Account. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Group of Advances if the aggregate amount of such Group of Advances is less than $5,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09(c) and (ii) the Advances may not be outstanding as part of more than four separate Groups of Advances. (c) The Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any part of the Borrowing that the Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall, within 15 days after demand, indemnify each Lender against any loss, cost or expense (but excluding loss of margin for any day after the date specified in the Notice of Borrowing for such Advance) incurred by such Lender as a result of any failure to fulfill on or before the date specified in the Notice of Borrowing for such Advance the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of the Borrowing when such Advance, as a result of such failure, is not made on such date, provided that such Lender shall have delivered to the Borrower a certificate setting forth in reasonable detail the amount of, the basis for and the calculation of, such loss, cost or expense, which certificate shall be conclusive in the absence of manifest error. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of the Borrowing that such Lender will not make available to the Administrative Agent such Lender's ratable portion of the Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of the Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative 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 not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such time under Section 2.06 to Advances comprising the Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender's Advance as part of the Borrowing for all purposes. (e) The failure of any Lender to make the Advance to be made by it as part of the Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of the Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of the Borrowing.

Making the Advances. (a) The Each Borrowing shall be made on notice, given not later than 11:00 A.M. 12:00 Noon (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, or 10:30 not later than 11:00 A.M. (New York City time) on the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telephone, confirmed immediately in writing, or by telecopier. Such Each such notice of a Borrowing (the "a “Notice of Borrowing"”) shall be by telephone, confirmed immediately in writing, or telecopiertelecopier or e‑mail, in each case in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of the such Borrowing, (ii) Type of Advances comprising the such Borrowing, (iii) aggregate amount of the such Borrowing and (iv) in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shall, before 11:00 A.M. 12:00 Noon (New York City time) on the date of such Borrowing in the Borrowingcase of a Borrowing consisting of Eurodollar Rate Advances and 1:00 P.M. (New York City time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate Advances, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's ’s Account, in same day funds, such Lender's ’s ratable portion of the such Borrowing in accordance with the respective Commitments of such Lender and the other Lenders. After the Administrative Agent's ’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower's ’s Account. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Group of Advances if the aggregate amount of such Group of Advances Borrowing is less than $5,000,000 1,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09(c) and (ii) the Advances may not be outstanding as part of more than four separate Groups of Advances2.07(d)(ii), 2.09 or 2.10. (c) The Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any part of the Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall, within 15 days after demand, shall indemnify each Lender against any loss, cost or expense (but excluding loss of margin for any day after the date specified in the Notice of Borrowing for such Advance) incurred by such Lender as a result of any failure to fulfill on or before the date specified in the such Notice of Borrowing for such Advance Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of the such Borrowing when such Advance, as a result of such failure, is not made on such date, provided that such Lender shall have delivered to the Borrower a certificate setting forth in reasonable detail the amount of, the basis for and the calculation of, such loss, cost or expense, which certificate shall be conclusive in the absence of manifest error. (d) Unless the Administrative Agent shall have received notice from a Lender prior to (x) the date of any Borrowing consisting of Eurodollar Rate Advances or (y) 12:00 Noon (New York City time) on the date of any Borrowing consisting of Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender's ’s ratable portion of the such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of the such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative 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 not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such time under Section 2.06 2.07 to Advances comprising the such Borrowing and (ii) in the case of such Lender, the Federal Funds Open Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender's ’s Advance as part of the such Borrowing for all purposes. (e) The failure of any Lender to make the Advance to be made by it as part of the any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of the such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of the any Borrowing. (f) Each Lender may, at its option, make any Advance available to the Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Advance; provided, however, that (i) any exercise of such option shall not affect the obligation of the Borrower in accordance with the terms of this Agreement and (ii) nothing in this Section 2.02(f) shall be deemed to obligate any Lender to obtain the funds for any Advance in any particular place or manner or to constitute a representation or warranty by any Lender that it has obtained or will obtain the funds for any Advance in any particular place or manner.

Making the Advances. (a) The Except as otherwise provided in Section 2.02(b) or 2.03, each Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, or 10:30 A.M. (New York City time) on the first Business Day prior to the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telephone, confirmed immediately in writing, telex or by telecopier. Such Each such notice of a Borrowing (the a "Notice of Borrowing") shall be by telephone, confirmed immediately in writing, or telex or telecopier, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of the such Borrowing, (ii) the Facility under which such Borrowing is to be made, (iii) Type of Advances comprising the such Borrowing, (iiiiv) aggregate amount of the such Borrowing and (ivv) in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shall, before 11:00 A.M. (New York City time) on the date of the such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's Account, in same day funds, such Lender's ratable portion of the such Borrowing in accordance with the respective Commitments of such Lender and the other Lenders. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower's AccountAccount or such other account as the Borrower shall request; provided, however, that, in the case of Revolving Credit Advances, the Administrative Agent shall first apply such funds to prepay ratably the aggregate principal amount of any Swing Line Advances and Letter of Credit Advances outstanding on the date of such Borrowing, plus interest accrued and unpaid thereon to and as of such date. (bi) Anything in subsection Each Swing Line Borrowing shall be made on notice, given not later than 11:00 A.M. (aNew York City time) above on the date of the proposed Swing Line Borrowing, by the Borrower to the contrary notwithstandingSwing Line Lender and the Administrative Agent. Each such notice of a Swing Line Borrowing (a "Notice of Swing Line Borrowing") shall be by telephone, confirmed immediately in writing, or telecopier, specifying therein the requested (i) the Borrower may not select Eurodollar Rate Advances for any Group date of Advances if the aggregate such Borrowing, (ii) amount of such Group of Advances is less than $5,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09(c) Borrowing and (iiiii) the Advances may not be outstanding as part maturity of more than four separate Groups of Advances. such Borrowing (c) The Notice of Borrowing which maturity shall be irrevocable and binding on no later than the Borrower. In the case of any part of the Borrowing that the Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall, within 15 days after demand, indemnify each Lender against any loss, cost or expense (but excluding loss of margin for any seventh day after the requested date specified of such Borrowing). The Swing Line Lender will make the amount of the requested Swing Line Advances available to the Administrative Agent at the Administrative Agent's Account, in same day funds. After the Notice Administrative Agent's receipt of Borrowing for such Advance) incurred by such Lender as a result funds and upon fulfillment of any failure to fulfill on or before the date specified in the Notice of Borrowing for such Advance the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other Administrative Agent will make such funds acquired by such Lender to fund the Advance to be made by such Lender as part of the Borrowing when such Advance, as a result of such failure, is not made on such date, provided that such Lender shall have delivered available to the Borrower a certificate setting forth in reasonable detail by crediting the amount of, Borrower's Account or such other account as the basis for and the calculation of, such loss, cost or expense, which certificate Borrower shall be conclusive in the absence of manifest errorrequest. (dii) Unless The Swing Line Lender may, at any time in its sole and absolute discretion, request on behalf of the Borrower (and the Borrower hereby irrevocably authorizes the Swing Line Lender to so request on its behalf) that each Revolving Credit Lender make a Base Rate Advance in an amount equal to such Lender's Pro Rata Share of the amount of Swing Line Advances then outstanding. Such request shall be deemed to be a Notice of Borrowing for purposes hereof and shall be made in accordance with the provisions of Section 2.02 (a) without regard solely to the minimum amounts specified therein but subject to the satisfaction of the conditions set forth in Section 3.02 (except that the Borrower shall not be deemed to have made any representations and warranties). The Swing Line Lender shall furnish the Borrower with a copy of the Notice of Borrowing promptly after delivering such notice to the Administrative Agent Agent. Each Revolving Credit Lender shall have received notice from a Lender prior make an amount equal to the date its Pro Rata Share of the amount specified in such Notice of Borrowing that such Lender will not make available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Swing Line Lender, by deposit to the Administrative Agent's Account, in same date funds, not later than 3:00 P.M. on the day specified in such Notice of Borrowing. (iii) If for any reason any Swing Line Advance cannot be refinanced by a Revolving Credit Borrowing as contemplated by Section 2.02(b)(ii), the request for Base Rate Advances submitted by the Swing Line Lender as set forth in Section 2.02(b)(ii) shall be deemed to be a request by such Swing Line Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Advance and each Revolving Credit Lender's ratable portion of the Borrowing, the Administrative Agent may assume that such Lender has made such portion available payment to the Administrative Agent on for the date account of the Borrowing Swing Line Lender pursuant to Section 2.02(b)(ii) shall be deemed payment in accordance with subsection respect of such participation. (aiv) of this Section 2.02 and the Administrative 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 any Revolving Credit Lender shall not have so made the amount of its Pro Rata Share of such ratable portion Swing Line Advance available to the Administrative AgentAgent in accordance with the provisions of Section 2.02(b)(ii), such Revolving Credit Lender and the Borrower severally agree agrees to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay together with interest thereon, for each day from the date of the applicable Notice of Borrowing delivered by such amount is made available to the Borrower Swing Line Lender until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such time under Section 2.06 to Advances comprising the Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender's Advance as part of the Borrowing for all purposes. (ev) The failure of any Lender Each Revolving Credit Lender's obligation to make Revolving Credit Advances or to purchase and fund risk participations in a Swing Line Advance pursuant to this Section 2.02(b) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Advance Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to be made by it as part any of the Borrowing shall not relieve any other Lender of its obligationforegoing; provided, if anyhowever, hereunder that each Revolving Credit Lender's obligation to make its Advance on the date Revolving Credit Advances pursuant to this Section 2.02(b) is subject to satisfaction of the Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of the Borrowingconditions set forth in Section 3.

Making the Advances. (a) The Each Borrowing shall be made on notice, given not later than 11:00 A.M. (x) 1:00 P.M. (New York City time) on the first Business Day prior to the date of a proposed Borrowing comprised of Base Rate Advances or (y) 1:00 P.M. (New York City time) on the third Business Day prior to the date of the a proposed Borrowing in the case comprised of any part of the Borrowing consisting of Eurodollar Rate Advances, or 10:30 A.M. (New York City time) on the date of the proposed Borrowing in the case of any part of the Borrowing consisting of Base Eurocurrency Rate Advances, by the Borrower to the Administrative Designated Agent, which shall give to each Lender prompt notice thereof by telephone, confirmed immediately thereof. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be in writing, or by telecopier. Such notice of Borrowing (the "Notice of Borrowing") shall be by telephone, telephone confirmed immediately in writing, or telecopier, in substantially the form of Exhibit B A hereto, specifying therein the requested (i) date of the Borrowingsuch Borrowing (which shall be a Business Day), (ii) Type of Advances comprising the such Borrowing, (iii) aggregate amount of the such Borrowing and (iv) in the case of any part a Borrowing comprised of the Borrowing consisting of Eurodollar Eurocurrency Rate Advances, initial Interest Period for each such Advance. Each Lender shall, before 11:00 A.M. 1:00 P.M. (New York City time) on the date of the such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Designated Agent at the Administrative Designated Agent's ’s Account, in same day funds, such Lender's ’s ratable portion of the Borrowing in accordance with the Commitments of such Lender and the other LendersBorrowing. After the Administrative Designated Agent's ’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Designated Agent will make such funds available to the Borrower by crediting at the Borrower's Accountoffice where the Designated Agent’s Account is maintained. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Group of Advances if the aggregate amount of such Group of Advances is less than $5,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09(c) and (ii) the Advances may not be outstanding as part of more than four separate Groups of Advances. (c) The Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any part of Borrowing which the Borrowing that the related Notice of Borrowing specifies is as to be comprised of Eurodollar Eurocurrency Rate Advances, the Borrower shall, within 15 days after demand, shall indemnify each Lender against any loss, cost or expense (but excluding loss of margin for any day after the date specified in the Notice of Borrowing for such Advance) incurred by such Lender as a result of any failure to fulfill on or before the date specified in the such Notice of Borrowing for such Advance Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment redeployment of deposits or other funds acquired by such Lender to fund the Eurocurrency Rate Advance to be made by such Lender as part of the such Borrowing when such Eurocurrency Rate Advance, as a result of such failure, is not made on such date, provided that such Lender shall have delivered to the Borrower a certificate setting forth in reasonable detail the amount of, the basis for and the calculation of, such loss, cost or expense, which certificate shall be conclusive in the absence of manifest error. (dc) Unless the Administrative Designated Agent shall have received notice from a Lender on or prior to the date of the any Borrowing that such Lender will not make available to the Administrative Designated Agent such Lender's ’s ratable portion of the such Borrowing, the Administrative Designated Agent may may, but shall not be required to, assume that such Lender has made such portion available to the Administrative Designated Agent on the date of the such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Designated Agent may, but shall not be required to, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such any Lender shall not have so made such ratable portion available to the Administrative Designated Agent, such Lender and the Borrower severally agree agrees to repay or pay to the Administrative Designated 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 paid to the Designated Agent, at the NYFRB Rate; provided, however, that (i) within two Business Days after any Lender shall fail to make such ratable portion available to the Designated Agent, the Designated Agent shall notify the Borrower of such failure and (ii) if such Lender shall not have paid such corresponding amount to pay the Designated Agent within two Business Days after such demand is made of such Lender by the Designated Agent, the Borrower agrees to repay to the Designated Agent forthwith upon demand by the Designated Agent to the Borrower 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 or paid to the Administrative Designated Agent, at (i) in the case of the Borrower, the interest rate applicable at such the time under Section 2.06 to Advances comprising the Borrowing and (ii) in the case of such Lender, the Federal Funds RateBorrowing. If and to the extent such corresponding amount shall be paid by such Lender shall pay to the Administrative Designated Agent such corresponding amountin accordance with this Section 2.02(c), such amount so paid shall constitute such Lender's ’s Advance as part of the such Borrowing for all purposespurposes of this Agreement. (ed) The failure of any Lender to make the Advance to be made by it as part of the any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of the such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of the any Borrowing.

Making the Advances. (a) The Each Borrowing shall be made on notice, given not later than 11:00 A.M. 12:00 P.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, or 10:30 A.M. (New York City time) on the first Business Day prior to the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telephone, confirmed immediately in writing, or by telecopierthereof. Such Each such notice of a Borrowing (the "a “Notice of Borrowing"”) shall be by telephone, telephone or in writing or by telecopier (and if by telephone shall be confirmed immediately in writing, writing or by telecopier), in substantially the form of Exhibit B C hereto, specifying therein the requested (i) date of the such Borrowing, (ii) Type of Advances comprising the such Borrowing, (iii) aggregate amount of the such Borrowing and (iv) in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shall, before 11:00 A.M. 12:00 P.M. (New York City time) on the date of the such Borrowing, make LSP Gen Finance Second Lien Credit Agreement available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's ’s Account, in same day funds, such Lender's ’s ratable portion of the such Borrowing in accordance with the respective Commitments of such Lender and the other Lenders. After the Administrative Agent's ’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower's Funding Account. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Group of Advances if the aggregate amount of such Group of Advances is less than $5,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09(c) and (ii) the Advances may not be outstanding as part of more than four separate Groups of Advances2.06 or 2.10. (c) The Each Notice of Borrowing shall be irrevocable and binding on the BorrowerBorrower from and after 12:00 P.M. (New York City time) the third Business Day prior to the applicable requested Eurodollar Rate Advance or the Business Day prior to the applicable requested Base Rate Advance, as applicable. In the case of any part of the Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall, within 15 days after demand, shall indemnify each Lender against any actual and documented out-of-pocket loss, cost or expense (but excluding loss of margin for any day after the date specified in the Notice of Borrowing for such Advanceanticipated profits) incurred by such Lender as a result of any failure to fulfill on or before the date specified in the such Notice of Borrowing for such Advance Borrowing the applicable conditions set forth in Article III, including, without limitation, any lossloss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of the such Borrowing when such Advance, as a result of such failure, is not made on such date, provided that such Lender shall have delivered to the Borrower a certificate setting forth in reasonable detail the amount of, the basis for and the calculation of, such loss, cost or expense, which certificate shall be conclusive in the absence of manifest error. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of the any Borrowing that such Lender will not make available to the Administrative Agent such Lender's ’s ratable portion of the such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of the such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amountamount in accordance with Section 2.02(a). If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such time under Section 2.06 2.05 to Advances comprising the such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender's ’s Advance as part of the such Borrowing for all purposes. (e) The failure of any Lender to make the Advance to be made by it as part of the any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of the such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing. Nothing in this Section 2.02 shall prejudice any rights that the Borrowing.Borrower may have against a Defaulting Lender. LSP Gen Finance Second Lien Credit Agreement

Making the Advances. (a) The Each Borrowing shall be made on noticewritten notice to the Administrative Agent signed by an authorized officer of the Borrower, given not later than 11:00 A.M. 1:00 P.M. (New York City Dallas, Texas time) on the third Business Day at least thirty (30) days prior to the date of the proposed Borrowing in the case of any part of the Borrowing consisting of Eurodollar Rate Advances, or 10:30 A.M. (New York City time) on the date of the proposed Borrowing in the case of any part of the Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telephone, confirmed immediately in writing, or by telecopierBorrowing. Such Each such notice of a Borrowing (the "a “Notice of Borrowing"”) shall be by telephone, confirmed immediately in writing, or telecopierby telecopier or electronic communication, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of the such Borrowing, ; and (ii) Type of Advances comprising the Borrowing, (iii) aggregate amount of such Borrowing; and attaching thereto a calculation certified by the Borrowing and (iv) Borrower as being prepared in good faith evidencing the case of any part current aggregate face amount of the Policies to which the Borrower has legal or beneficial title in form reasonably acceptable to the Administrative Agent (a “Portfolio Face Calculation”). The Administrative Agent shall give to each Lender prompt notice of each Notice of Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advanceby telecopier or electronic communication. Each Lender shall, before 11:00 A.M. 12:00 Noon (New York City Dallas, Texas time) on the date of the such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's ’s Account, in same day funds, such Lender's ’s ratable portion of the such Borrowing in accordance with the Commitments respective Commitment of such Lender and Lender. The Administrative Agent will be entitled to withhold the other Lenders. After the Administrative Agent's proceeds of any such portion of a Borrowing until it has confirmed receipt of such funds in respect of such portion and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will whereupon it shall make such funds available to the Borrower by crediting the Borrower's Account. (bor causing to be credited) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Group of Advances if the aggregate amount of such Group of Advances is less than $5,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09(c) and (ii) the Advances may not be outstanding account as part of more than four separate Groups of Advances. (c) The Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any part of the Borrowing that the Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall, within 15 days after demand, indemnify each Lender against any loss, cost or expense (but excluding loss of margin for any day after the date specified in the Notice of Borrowing for such Advance) incurred by such Lender as a result of any failure to fulfill on or before the date specified in the Notice of Borrowing for such Advance the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of the Borrowing when such Advance, as a result of such failure, is not made on such date, provided that such Lender shall have delivered satisfactory to the Borrower a certificate setting forth in reasonable detail the amount of, the basis for and the calculation of, such loss, cost or expense, which certificate shall be conclusive in the absence of manifest error. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of the Borrowing that such Lender will not make available to the Administrative Agent such Lender's ratable portion of the Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of the Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative 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 not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such time under Section 2.06 to Advances comprising the Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender's Advance as part of the Borrowing for all purposes. (e) The failure of any Lender to make the Advance to be made by it as part of the Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of the Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of the Borrowing.

Making the Advances. (a) The Each Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date applicable Notice of the proposed Borrowing in the case of any part of the Borrowing consisting of Eurodollar Rate Advances, or 10:30 A.M. (New York City time) on the date of the proposed Borrowing in the case of any part of the Borrowing consisting of Base Rate Advances, Deadline by the Borrower to the Administrative Agent, which ​ ​ ​ and with respect to the initial Borrowing, such notice may be provided to the Administrative Agent prior to the date hereof. The Administrative Agent shall give to provide each relevant Lender with prompt notice thereof by telephone, confirmed immediately in writing, email or by telecopierfacsimile. Such Each such notice of a Borrowing (the "a “Notice of Borrowing"”) shall be in writing and sent by telephoneemail or facsimile, confirmed immediately in writing, or telecopier, each case in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of the such Borrowing, (ii) Type of Advances comprising the BorrowingTranche under which such Borrowing is requested, (iii) reserved, (iv) aggregate amount of the Borrowing such Borrowing, and (ivv) in the case of any part of the Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender with a Commitment in respect of the applicable Tranche shall, before 11:00 A.M. (New York City time) on the date of the Borrowingapplicable Funding Deadline, make available for the account of its Applicable Lending Office to the Administrative Agent at the applicable Administrative Agent's ’s Account, in same day funds, such Lender's ’s ratable portion of the such Borrowing in accordance with the respective Commitments of such Lender and the other LendersLenders in respect of the applicable Tranche. After the Administrative Agent's ’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower's ’s Account. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Eurocurrency Rate Advances for any Group of Advances if the aggregate amount of such Group of Advances is less than $5,000,000 or if the obligation of the Lenders to make Eurodollar Eurocurrency Rate Advances shall then be suspended pursuant to Section 2.09(c) 2.07(d)(i), 2.07(f), 2.09 or 2.10, and (ii) the Advances there may not be outstanding as part of more than four one Interest Period with respect to the 2025 Facility and five separate Groups Interest Periods with respect to the 2025-27 Facility outstanding at any time. If the Interest Periods of Advancestwo or more Eurocurrency Rate Advances within a single Tranche end on the same date, those Eurocurrency Rate Advances will be consolidated into, and treated as, a single Eurocurrency Rate Advance on the last day of the Interest Period. (c) The Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any part of the Borrowing that the Notice of Borrowing specifies is to be comprised of Eurodollar Rate AdvancesBorrowing, the Borrower shall, within 15 days after demand, shall indemnify each Lender against any loss, cost or expense (but excluding loss of margin for any day after the date specified in the Notice of Borrowing for such Advance) incurred by such Lender as a result of any failure to fulfill on or before the date specified in the such Notice of Borrowing for such Advance Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of the such Borrowing when such Advance, as a result of such failure, is not made on such date, provided that such Lender shall have delivered to the Borrower a certificate setting forth in reasonable detail the amount of, the basis for and the calculation of, such loss, cost or expense, which certificate shall be conclusive in the absence of manifest error. (d) Unless the Administrative Agent shall have received notice from a Lender prior to 12:00 P.M. (London time) on the Business Day immediately prior to the date of the Borrowing that such Lender will not make available to the Administrative Agent such Lender's ’s ratable portion of the such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of the such Borrowing in accordance with subsection (a) of this Section 2.02 and and, the Administrative Agent may, in reliance upon such assumption, notwithstanding the last sentence of Section 2.02(a), make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the higher of (A) the interest rate applicable at such time under Section 2.06 2.07 to Advances comprising such Borrowing and (B) the Borrowing cost of funds incurred by the Administrative Agent in respect of such amount and (ii) in the case of such Lender, the Federal Funds Ratecost of funds incurred by the Administrative Agent in respect of such amount. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender's ’s Advance as part of the such Borrowing for all purposes. (e) The failure of any Lender to make the Advance to be made by it as part of the any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of the such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of the any Borrowing. (f) Reserved. (g) Each Lender may, at its option, make any Advance available to the Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Advance; provided, however, that (i) any exercise of such option shall not affect the obligation of the Borrower in accordance with the terms of this Agreement and (ii) nothing in this Section 2.02(g) shall be deemed to obligate any Lender to obtain the funds for any Advance in any particular place or manner or to constitute a representation or warranty by any Lender that it has obtained or will obtain the funds for any Advance in any particular place or manner.

Making the Advances. (a) The Each Borrowing on the Funding Date shall be made on notice, given not later than 11:00 A.M. (x) 1:00 p.m. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, Advances or 10:30 A.M. (y) 12:00 Noon (New York City time) on the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telephone, confirmed immediately in writing, telecopier or by telecopierother electronic means. Such notice of Borrowing (the "a “Notice of Borrowing"”) shall be by telephone, confirmed immediately in writing, or telecopiertelecopier or other electronic means (it being understood that the Agent may rely on the authority of any individual making such telephone request without the necessity of receipt of such written confirmation), in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of the such Borrowing, (ii) Type of Advances comprising the such Borrowing, (iii) aggregate amount of the Borrowing such Borrowing, and (iv) in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shall, before 11:00 A.M. 2:00 p.m. (New York City time) on the date of the Borrowing, such Borrowing make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's ’s Account, in same day funds, such Lender's ratable portion of the Borrowing in accordance with the Commitments ’s Ratable Share of such Lender and the other LendersBorrowing. After the Administrative Agent's ’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting transferring such funds to an account designated by the Borrower's AccountBorrower no later than 4:00 p.m. (New York City time) on the date of such Borrowing. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Group of Advances Borrowing if the aggregate amount of such Group of Advances Borrowing is less than $5,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09(c) 2.05 or 2.09 and (ii) the Eurodollar Rate Advances may not be outstanding as part of more than four ten separate Groups of AdvancesBorrowings. (c) The Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any part of the Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall, within 15 days after demand, shall indemnify each Lender against any loss, cost or expense (but excluding loss of margin for any day after the date specified in the Notice of Borrowing for such Advance) incurred by such Lender as a result of any failure to fulfill on or before the date specified in the Notice of Borrowing for such Advance Borrowing the applicable conditions set forth in Article III, including, without limitation, any lossloss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of the such Borrowing when such Advance, as a result of such failure, is not made on such date, provided that such Lender shall have delivered to the Borrower a certificate setting forth in reasonable detail the amount of, the basis for and the calculation of, such loss, cost or expense, which certificate shall be conclusive in the absence of manifest error. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date time of the any Borrowing that such Lender will not make available to the Administrative Agent such Lender's ratable portion ’s Ratable Share of the such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of the such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative 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 not have so made such ratable portion Ratable Share available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay 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 or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such the time under Section 2.06 to Advances comprising the such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower to the Agent for such period. If such Lender shall repay to the Agent such corresponding amount, such amount so paid repaid shall constitute such Lender's ’s Advance as part of the such Borrowing for all purposespurposes of this Agreement. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against the Lender that shall have failed to make such payment to the Agent. (e) The failure of any Lender to make the Advance to be made by it as part of the any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of the such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of the BorrowingLender.

Making the Advances. (a) The Except as otherwise provided in Section 2.02(b) or 2.03, each Borrowing shall be made on notice, given not later than 11:00 A.M. 12:00 P.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, or 10:30 A.M. (New York City time) on the first Business Day prior to the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof by telephone, confirmed immediately in writing, telecopier or by telecopierelectronic communication. Such Each such notice of a Borrowing (the "a “Notice of Borrowing"”) shall be by telephone, confirmed immediately in writing, or telecopierby telecopier or electronic communication, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of the such Borrowing, (ii) Facility under which such Borrowing is to be made, (iii) Type of Advances comprising the such Borrowing, (iiiiv) aggregate amount of the such Borrowing and (ivv) in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Appropriate Lender shall, before 11:00 A.M. 12:00 P.M. (New York City time) on the date of the such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's ’s Account, in same day funds, such Lender's ’s ratable portion of the such Borrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders. After the Administrative Agent's ’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower's ’s Account. (b) Anything ; provided, however, that, in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Group of Advances if the aggregate amount of such Group of Advances is less than $5,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09(c) and (ii) the Advances may not be outstanding as part of more than four separate Groups of Advances. (c) The Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any part Revolving Credit Borrowing, the Administrative Agent shall first apply such funds to prepay ratably the aggregate principal amount of any Swing Line Advances and Letter of Credit Advances outstanding at such time, together with interest accrued and unpaid thereon to and as of such date. (i) Each Swing Line Borrowing shall be made on notice, given not later than 12:00 P.M. (New York City time) on the date of the proposed Swing Line Borrowing, by the Borrower to the Swing Line Bank and the Administrative Agent. Each such notice of a Swing Line Borrowing that the (a “Notice of Swing Line Borrowing”) shall be by telephone, confirmed immediately in writing, or by telecopier or electronic communication, specifying therein the requested (i) date of such Borrowing, (ii) amount of such Borrowing specifies is to and (iii) maturity of such Borrowing (which maturity shall be comprised of Eurodollar Rate Advances, no later than the Borrower shall, within 15 days after demand, indemnify each Lender against any loss, cost or expense (but excluding loss of margin for any seventh day after the requested date specified of such Borrowing). The Swing Line Bank will make the amount of the requested Swing Line Advances available to the Administrative Agent at the Administrative Agent’s Account, in same day funds. After the Notice Administrative Agent’s receipt of Borrowing for such Advance) incurred by such Lender as a result funds and upon fulfillment of any failure to fulfill on or before the date specified in the Notice of Borrowing for such Advance the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other Administrative Agent will make such funds acquired by such Lender to fund the Advance to be made by such Lender as part of the Borrowing when such Advance, as a result of such failure, is not made on such date, provided that such Lender shall have delivered available to the Borrower a certificate setting forth in reasonable detail by crediting the amount of, the basis for and the calculation of, such loss, cost or expense, which certificate shall be conclusive in the absence of manifest errorBorrower’s Account. (dii) Unless The Swing Line Bank may, at any time in its sole and absolute discretion, request on behalf of the Borrower (and the Borrower hereby irrevocably authorizes the Swing Line Bank to so request on its behalf) that each Revolving Credit Lender make a Base Rate Advance in an amount equal to such Lender’s Pro Rata Share of the amount of Swing Line Advances then outstanding. Such request shall be deemed to be a Notice of Borrowing for purposes hereof and shall be made in accordance with the provisions of Section 2.02(a) without regard solely to the minimum amounts specified therein but subject to the satisfaction of the conditions set forth in Section 3.02. The Swing Line Bank shall furnish the Borrower with a copy of the applicable Notice of Borrowing promptly after delivering such notice to the Administrative Agent Agent. Each Revolving Credit Lender shall have received notice from a Lender prior make an amount equal to the date its Pro Rata Share of the amount specified in such Notice of Borrowing that such Lender will not make available for the account of its Applicable Lending Office to the Administrative Agent such Lender's ratable portion for the account of the Swing Line Bank, by deposit to the Administrative Agent’s Account, in same date funds, not later than 12:00 P.M. on the day specified in such Notice of Borrowing. (iii) If for any reason any Swing Line Advance cannot be refinanced by a Revolving Credit Borrowing as contemplated by Section 2.02(b)(ii), the Administrative Agent may assume request for Base Rate Advances submitted by the Swing Line Bank as set forth in Section 2.02(b)(ii) shall be deemed to be a request by the Swing Line Bank that such Lender has made such portion available each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Advance and each Revolving Credit Lender’s payment to the Administrative Agent on for the date account of the Borrowing Swing Line Bank pursuant to Section 2.02(b)(ii) shall be deemed payment in accordance with subsection respect of such participation. (aiv) of this Section 2.02 and the Administrative 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 any Revolving Credit Lender shall not have so made the amount of its Pro Rata Share of such ratable portion Swing Line Advance available to the Administrative AgentAgent in accordance with the provisions of Section 2.02(b)(ii), such Revolving Credit Lender and the Borrower severally agree agrees to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay together with interest thereon, for each day from the date such amount is made available to of the Borrower applicable Notice of Borrowing delivered by the Swing Line Bank until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such time under Section 2.06 to Advances comprising the Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender's Advance as part of the Borrowing for all purposes. (ev) The failure of any Lender Each Revolving Credit Lender’s obligation to make Revolving Credit Advances or to purchase and fund risk participations in Swing Line Advance pursuant to this Section 2.02(b) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Advance Swing Line Bank, the Borrower or any other Person for any reason whatsoever, (B) the occurrence of continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to be made by it as part any of the Borrowing shall not relieve any other Lender of its obligationforegoing; provided, if anyhowever, hereunder that each Revolving Credit Lender’s obligation to make its Advance on the date Revolving Credit Advances pursuant to this Section 2.02(b) is subject to satisfaction of the Borrowing, but no Lender conditions set forth in Section 3.02. No funding of risk participations shall be responsible for relieve or otherwise impair the failure of any other Lender to make the Advance to be made by such other Lender on the date obligation of the BorrowingBorrower to repay Swing Line Advances, together with interest as provided herein.

Making the Advances. (a) The (a) Except as otherwise provided in Section 2.02(b) or 2.03, each Borrowing shall be made on noticenotice (which may be delivered through the Administrative Agent’s electronic platform or portal), given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, or 10:30 A.M. (New York City time) on the first Business Day prior to the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Base Rate Advances, Advances by the Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof by telephone, confirmed immediately in writing, telecopier or by telecopierelectronic communication. Such Each such notice of a Borrowing (the "a “Notice of Borrowing"”) shall be by telephone, confirmed immediately in writing, or telecopierby telecopier or electronic communication, in substantially the form of Exhibit B hereto, specifying therein the requested (i1) date of the such Borrowing, (ii2) Facility under which such Borrowing is to be made, (3) Type of Advances comprising the such Borrowing, (iii4) aggregate amount of the such Borrowing and (iv5) in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Appropriate Lender shall, before 11:00 A.M. (New York City time) on the date of the such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's ’s Account, in same day funds, such Lender's ’s ratable portion of the such Borrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders. After the Administrative Agent's ’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower's ’s Account. (b) Anything ; provided, however, that, in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Group of Advances if the aggregate amount of such Group of Advances is less than $5,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09(c) and (ii) the Advances may not be outstanding as part of more than four separate Groups of Advances. (c) The Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any part Revolving Credit Borrowing, the Administrative Agent shall first apply such funds to prepay ratably the aggregate principal amount of any Swing Line Advances and Letter of Credit Advances outstanding at such time, together with interest accrued and unpaid thereon to and as of such date. All Borrowing requests which are not made on-line via the Administrative Agent’s electronic platform or portal shall be subject to (and unless the Administrative Agent elects otherwise in the exercise of its sole discretion, such Borrowings shall not be made until the completion of) the Administrative Agent’s authentication process (with results satisfactory to the Administrative Agent) prior to the funding of any such requested Advance. (i) Each Swing Line Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the date of the proposed Swing Line Borrowing, by the Borrower to the Swing Line Bank and the Administrative Agent. Each such notice of a Swing Line Borrowing that the (a “Notice of Swing Line Borrowing”) shall be by telephone, confirmed promptly in writing, or by telecopier or electronic communication, specifying therein the requested (i) date of such Borrowing specifies is to (which shall be comprised a Business Day), (ii) amount of Eurodollar Rate Advances, such Borrowing and (iii) maturity of such Borrowing (which maturity shall be no later than the Borrower shall, within 15 days after demand, indemnify each Lender against any loss, cost or expense (but excluding loss of margin for any seventh day after the requested date specified of such Borrowing). The Swing Line Bank will make the amount of the requested Swing Line Advances available to the Administrative Agent at the Administrative Agent’s Account, in same day funds. After the Notice Administrative Agent’s receipt of Borrowing for such Advance) incurred by such Lender as a result funds and upon fulfillment of any failure to fulfill on or before the date specified in the Notice of Borrowing for such Advance the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other Administrative Agent will make such funds acquired by such Lender to fund the Advance to be made by such Lender as part of the Borrowing when such Advance, as a result of such failure, is not made on such date, provided that such Lender shall have delivered available to the Borrower a certificate setting forth in reasonable detail by crediting the amount of, the basis for and the calculation of, such loss, cost or expense, which certificate shall be conclusive in the absence of manifest errorBorrower’s Account. (dii) Unless The Swing Line Bank may, at any time in its sole and absolute discretion, request on behalf of the Borrower (and the Borrower hereby irrevocably authorizes the Swing Line Bank to so request on its behalf) that each Revolving Credit Lender make a Base Rate Advance in an amount equal to such Lender’s Pro Rata Share of the amount of Swing Line Advances then outstanding. Such request shall be deemed to be a Notice of Borrowing for purposes hereof and shall be made in accordance with the provisions of Section 2.02(a) without regard solely to the minimum amounts specified in Section 2.01(b) but subject to the satisfaction of the conditions set forth in Section 3.02. The Swing Line Bank shall furnish the Borrower with a copy of the applicable Notice of Borrowing promptly after delivering such notice to the Administrative Agent Agent. Each Revolving Credit Lender shall have received notice from a Lender prior make an amount equal to the date its Pro Rata Share of the amount specified in such Notice of Borrowing that such Lender will not make available for the account of its Applicable Lending Office to the Administrative Agent such Lender's ratable portion for the account of the Swing Line Bank, by deposit to the Administrative Agent’s Account, in same day funds, not later than 11:00 A.M. (New York City time) on the day specified in such Notice of Borrowing. (iii) If for any reason any Swing Line Advance cannot be refinanced by a Revolving Credit Borrowing as contemplated by Section 2.02(b)(ii), the Administrative Agent may assume request for Base Rate Advances submitted by the Swing Line Bank as set forth in Section 2.02(b)(ii) shall be deemed to be a request by the Swing Line Bank that such Lender has made such portion available each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Advance and each Revolving Credit Lender’s payment to the Administrative Agent on for the date account of the Borrowing Swing Line Bank pursuant to Section 2.02(b)(ii) shall be deemed payment in accordance with subsection respect of such participation. (aiv) of this Section 2.02 and the Administrative 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 any Revolving Credit Lender shall not have so made the amount of its Pro Rata Share of such ratable portion Swing Line Advance available to the Administrative AgentAgent in accordance with the provisions of Section 2.02(b)(ii), such Revolving Credit Lender and the Borrower severally agree agrees to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay together with interest thereon, for each day from the date such amount is made available to of the Borrower applicable Notice of Borrowing delivered by the Swing Line Bank until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such time under Section 2.06 to Advances comprising the Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender's Advance as part of the Borrowing for all purposes. (ev) The failure of any Lender Each Revolving Credit Lender’s obligation to make Revolving Credit Advances or to purchase and fund risk participations in Swing Line Advance pursuant to this Section 2.02(b) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Advance Swing Line Bank, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to be made by it as part any of the Borrowing shall not relieve any other Lender of its obligationforegoing; provided, if anyhowever, hereunder that each Revolving Credit Lender’s obligation to make its Advance on the date Revolving Credit Advances pursuant to this Section 2.02(b) is subject to satisfaction of the Borrowing, but no Lender conditions set forth in Section 3.02. No funding of risk participations shall be responsible for relieve or otherwise impair the failure of any other Lender to make the Advance to be made by such other Lender on the date obligation of the BorrowingBorrower to repay Swing Line Advances, together with interest as provided herein.

Making the Advances. (a) The Except as otherwise provided in Section 2.02(b) or 2.03, each Borrowing shall be made on notice, given not later than 11:00 A.M. 12:00 P.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, or 10:30 A.M. (New York City time) on the first Business Day prior to the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Base Rate Advances, by the Appropriate Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof by telephonetelex or telecopier; PROVIDED, confirmed immediately in writingHOWEVER, that the Term C Borrowing hereunder shall consist of Base Rate Advances and shall be made on notice, given not later than 10:00 A.M. (New York City time) on the Business Day of the proposed Term C Borrowing, by the U.S. Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof by telex or by telecopier. Such Each such notice of a Borrowing (the a "Notice of BorrowingNOTICE OF BORROWING") shall be by telephone, confirmed immediately in writing, or telex or telecopier, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of the such Borrowing, (ii) Facility under which such Borrowing is to be made, (iii) Type of Advances comprising the such Borrowing, (iiiiv) aggregate amount of the such Borrowing and (ivv) in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Appropriate Lender shall, before 11:00 A.M. 12:00 P.M. (New York City time) on the date of the such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's Account, in same day funds, such Lender's ratable portion of the such Borrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Appropriate Borrower by crediting the applicable Borrower's Account. (b) Anything ; PROVIDED, HOWEVER, that, in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Group of Advances if the aggregate amount of such Group of Advances is less than $5,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09(c) and (ii) the Advances may not be outstanding as part of more than four separate Groups of Advances. (c) The Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any part of the Borrowing that the Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall, within 15 days after demand, indemnify each Lender against any loss, cost or expense (but excluding loss of margin for any day after the date specified in the Notice of Borrowing for such Advance) incurred by such Lender as a result of any failure to fulfill on or before the date specified in the Notice of Borrowing for such Advance the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of the Borrowing when such Advance, as a result of such failure, is not made on such date, provided that such Lender shall have delivered to the Borrower a certificate setting forth in reasonable detail the amount of, the basis for and the calculation of, such loss, cost or expense, which certificate shall be conclusive in the absence of manifest error. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of the Borrowing that such Lender will not make available to the Administrative Agent such Lender's ratable portion of the Revolving Credit Borrowing, the Administrative Agent may assume that shall first make a portion of such Lender has made such portion available funds equal to the Administrative Agent aggregate principal amount of any Swing Line Advances and Letter of Credit Advances made by the Swing Line Bank or the Issuing Bank, as the case may be, and by any other Revolving Credit Lender and outstanding on the date of the Borrowing in accordance with subsection (a) such Revolving Credit Borrowing, plus interest accrued and unpaid thereon to and as of this Section 2.02 and the Administrative Agent maysuch date, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to Swing Line Bank or the extent that such Lender shall not have so made such ratable portion available to the Administrative AgentIssuing Bank, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in as the case of the Borrowermay be, the interest rate applicable at and such time under Section 2.06 to Advances comprising the Borrowing and (ii) in the case other Revolving Credit Lenders for repayment of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender's Advance as part Swing Line Advances and Letter of the Borrowing for all purposesCredit Advances. (e) The failure of any Lender to make the Advance to be made by it as part of the Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of the Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of the Borrowing.

Making the Advances. (a) The Each Borrowing shall be made on notice, given not later than (x) 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing (or at such later time as the Administrative Agent, in its reasonable discretion, may agree to) in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, Advances or 10:30 (y) 11:00 A.M. (New York City time) on the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telephone, confirmed immediately in writing, telecopier or by telecopierother electronic communication. Such Each notice of a Borrowing (the "Notice of Borrowing") shall be by telephone, confirmed immediately in writing, or telecopier, notice in substantially the form of Exhibit B heretoA hereto or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent) (a “Notice of Borrowing”), specifying therein the requested (i) date of the Borrowingsuch Borrowing (which shall be a Business Day), (ii) Type of Advances comprising the such Borrowing, (iii) aggregate amount of the Borrowing and such Borrowing, (iv) in the case of any part of the Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance, if such Borrowing is to consist of Eurodollar Rate Advances and (v) account or accounts in which the proceeds of the Borrowing should be credited. Each Lender shall, before 11:00 A.M. 1:00 P.M. (New York City time) on the date of the Borrowing, such Borrowing make available for the account of its Applicable Lending Office to the Administrative Agent at the applicable Administrative Agent's Account’s Office, in same day funds, such Lender's ’s ratable portion of the Borrowing in accordance with the Commitments of such Lender and the other LendersBorrowing. After the Administrative Agent's ’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower in immediately available funds to the account or accounts specified by crediting the Borrower's AccountBorrower to the Administrative Agent in the Notice of Borrowing relating to the applicable Borrowing. (b) Anything in subsection (aSection 2.02(a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Group of Advances if the aggregate amount of such Group of Advances is less than $5,000,000 or Borrowing if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09(c) 2.08 or 2.12 and (ii) the Eurodollar Rate Advances may not be outstanding as part of more than four ten separate Groups of AdvancesBorrowings. (c) The Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any part of the Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall, within 15 days after demand, shall indemnify each Lender against any reasonable loss, cost or expense (but excluding loss of margin for any day after the date specified in the Notice of Borrowing for such Advance) incurred by such Lender as a result of any failure to fulfill on or before the date specified in the such Notice of Borrowing for such Advance Borrowing the applicable conditions set forth in Article III, including, without limitation, any lossreasonable loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of the such Borrowing when such Advance, as a result of such failure, is not made on such date, provided that such Lender shall have delivered to the Borrower a certificate setting forth in reasonable detail the amount of, the basis for and the calculation of, such loss, cost or expense, which certificate shall be conclusive in the absence of manifest error. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date time of the any Borrowing that such Lender will not make available to the Administrative Agent such Lender's ’s ratable portion of the such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of the such Borrowing in accordance with subsection (aSection 2.02(a) of this Section 2.02 and the Administrative 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 any Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to pay or to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is paid or repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the higher of (A) the interest rate applicable at such the time under Section 2.06 to Advances comprising such Borrowing and (B) the Borrowing cost of funds incurred by the Administrative Agent in respect of such amount and (ii) in the case of such Lender, the Federal Funds Rate. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender's ’s Advance as part of the such Borrowing for all purposespurposes of this Agreement. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (e) The failure of any Lender to make the Advance to be made by it as part of the any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of the such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of the any Borrowing. (f) If any Lender makes available to the Administrative Agent funds for any Advance to be made by such Lender as provided herein, and such funds are not made available to a Borrower by the Administrative Agent because the conditions to such Borrowing are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall promptly return such funds (in like funds as received from such Lender) to such Lender, without interest.

Making the Advances. (a) The Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, or 10:30 A.M. (New York City time) on the first Business Day prior to the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telephone, confirmed immediately in writing, telex or by telecopier. Such Each such notice of a Borrowing (the "a “Notice of Borrowing"”) shall be by telephone, confirmed immediately in writing, or telex or telecopier, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of the such Borrowing, (ii) Type of Advances comprising the such Borrowing, (iii) aggregate amount of the such Borrowing and (iv) in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shall, before 11:00 A.M. (New York City time) on the date of the such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's ’s Account, in same day funds, such Lender's ’s ratable portion of the such Borrowing in accordance with the respective Commitments of such Lender and the other Lenders. After the Administrative Agent's ’s receipt of such funds and upon fulfillment or waiver of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower's ’s Account. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Group of Advances if the aggregate amount of such Group of Advances is less than $5,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09(c) and (ii) the Advances may not be outstanding as part of more than four separate Groups of Advances. (c) The Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any part of the Borrowing that the Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall, within 15 days after demand, indemnify each Lender against any loss, cost or expense (but excluding loss of margin for any day after the date specified in the Notice of Borrowing for such Advance) incurred by such Lender as a result of any failure to fulfill on or before the date specified in the Notice of Borrowing for such Advance the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of the Borrowing when such Advance, as a result of such failure, is not made on such date, provided that such Lender shall have delivered to the Borrower a certificate setting forth in reasonable detail the amount of, the basis for and the calculation of, such loss, cost or expense, which certificate shall be conclusive in the absence of manifest error. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of the Borrowing that such Lender will not make available to the Administrative Agent such Lender's ratable portion of the Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of the Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative 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 not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such time under Section 2.06 to Advances comprising the Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender's Advance as part of the Borrowing for all purposes. (e) The failure of any Lender to make the Advance to be made by it as part of the Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of the Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of the Borrowing.

Making the Advances. (a) The Each Borrowing shall be made on notice, given not later than 11:00 10:00 A.M. (New York City Singapore time) on the third Business Day prior to the date of the proposed Borrowing in the case of any part of the Borrowing consisting of Eurodollar Rate Advances, or 10:30 A.M. (New York City time) on the date of the proposed Borrowing in the case of any part of the Borrowing consisting of Base Rate Advances, by the applicable Borrower to the Administrative Agent, which and with respect to the initial Borrowing, such notice may be provided to the Administrative Agent prior to the date hereof. The Administrative Agent shall give to each relevant Lender prompt notice thereof by telephone, confirmed immediately in writing, telex or by telecopier. Such Each such notice of a Borrowing (the "a “Notice of Borrowing"”) shall be by telephonetelex or telecopier or e-mail, confirmed immediately in writing, or telecopier, each case in substantially the form of Exhibit B hereto, specifying therein the requested (i) the requested date of the such Borrowing, (ii) Type of Advances comprising the BorrowingFacility under which such Borrowing is requested, (iii) the aggregate amount of the Borrowing and such Borrowing, (iv) in the case of any part of the Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance, (v) the currency of such Borrowing, (vi) the applicable Borrower proposing such Borrowing, and (vii) the portion of funds from such Borrowing to be applied to the repayment of Swing Line Advances (including the currency thereof) and the interest accrued and unpaid thereon in accordance with the last sentence of this Section 2.02(a). Each Lender with a Commitment in respect of the applicable Facility shall, before 11:00 A.M. 12:00 P.M. (New York City Singapore time) on the date of the Borrowing, such Borrowing make available for the account of its Applicable Lending Office to the Administrative Agent at the applicable Administrative Agent's ’s Account, in same day funds, such Lender's ’s ratable portion of the such Borrowing in accordance with the respective Commitments of such Lender and the other LendersLenders in respect of the applicable Facility. After the Administrative Agent's ’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the applicable Borrower by crediting the Borrower's ’s Account; provided, however, that in the case of any Borrowing, if requested by the applicable Borrower in its Notice of Borrowing, the Administrative Agent shall first make a portion of such funds equal to the aggregate principal amount of any Swing Line Advances made by the Swing Line Bank and by any other Lender and outstanding on the date of such Borrowing, plus interest accrued and unpaid thereon to and as of such date, available to the Swing Line Bank and such other Lenders for repayment of such Swing Line Advances. (b) Each Swing Line Borrowing shall be made on notice, given not later than the Swing Line Deadline on the date of the proposed Swing Line Borrowing, by the applicable Borrower to the applicable Swing Line Bank and the Administrative Agent. Each such notice of a Swing Line Borrowing (a “Notice of Swing Line Borrowing”) shall be by e-mail, in each case specifying therein the requested (i) date of such Borrowing, (ii) amount of such Borrowing and (iii) maturity of such Borrowing (which maturity shall be no later than the earlier of (A) the seventh day after the requested date of such Borrowing and (B) the Termination Date), (iii) the currency of such Borrowing, and (iv) the Borrower proposing such Borrowing. The applicable Swing Line Bank shall, before (x) 1:00 P.M. (Singapore time) on the date of such Swing Line Borrowing in the case of Swing Line Borrowings under the Singapore Swing Line Facility and (y) 1.00 P.M. (Sydney time) on the date of such Swing Line Borrowing in the case of Swing Line Borrowings under the Australian Swing Line Facility, make the amount thereof available to the applicable Borrower by crediting a Borrower’s Account maintained by the applicable Borrower in same day funds upon confirmation by the Administrative Agent of the fulfillment of the applicable conditions set forth in Article III. Upon written demand by the applicable Swing Line Bank, with a copy of such demand to the Administrative Agent, each other Singapore Dollar Revolving Lender shall purchase from such Swing Line Bank, and such Swing Line Bank shall sell and assign to each such other Singapore Dollar Revolving Lender, such other Singapore Dollar Revolving Lender’s Singapore Dollar Revolving Credit Pro Rata Share of an outstanding Swing Line Advance in Singapore Dollars or Hong Kong Dollars as of the date of such demand, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Swing Line Bank, by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Swing Line Advance to be purchased by such Singapore Dollar Revolving Lender. The Borrowers hereby agree to each such sale and assignment. Each such Lender agrees to purchase its Singapore Dollar Revolving Credit Pro Rata Share of an outstanding Swing Line Advance on (i) the Business Day on which demand therefor is made by such Swing Line Bank, provided that notice of such demand is given not later than 11:30 A.M. (Singapore City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon written demand by the applicable Swing Line Bank, with a copy of such demand to the Administrative Agent, each other Australian Dollar Revolving Lender shall purchase from such Swing Line Bank, and such Swing Line Bank shall sell and assign to each such other Australian Dollar Revolving Lender, such other Australian Dollar Revolving Lender’s Australian Dollar Revolving Credit Pro Rata Share of an outstanding Swing Line Advance in Australian Dollars as of the date of such demand, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Swing Line Bank, by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Swing Line Advance to be purchased by such Australian Dollar Revolving Lender. The Borrowers hereby agree to each such sale and assignment. Each such Lender agrees to purchase its Australian Dollar Revolving Credit Pro Rata Share of an outstanding Swing Line Advance on (i) the Business Day on which demand therefor is made by such Swing Line Bank, provided that notice of such demand is given not later than 11:30 A.M. (Sydney time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by any Swing Line Bank to any other Lender of a portion of a Swing Line Advance, the applicable Swing Line Bank represents and warrants to such other Lender that such Swing Line Bank is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Swing Line Advance, the Loan Documents or any Loan Party. If and to the extent that any Lender shall not have so made the amount of such Swing Line Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the applicable Swing Line Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such amount for the account of the applicable Swing Line Bank on any Business Day, such amount so paid in respect of principal shall constitute a Swing Line Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Swing Line Advance made by the applicable Swing Line Bank shall be reduced by such amount on such Business Day. (c) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Group of Advances if the aggregate amount of such Group of Advances is less than $5,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09(c) and (ii) the Advances there may not be outstanding as part of more than four fifteen (15) separate Groups of AdvancesInterest Periods outstanding at any time. (cd) The Each Notice of Borrowing and Notice of Swing Line Borrowing shall be irrevocable and binding on the BorrowerBorrowers. In the case of any part of the Borrowing that the Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall, within 15 days after demand, The Borrowers shall indemnify each Lender against any loss, cost or expense (but excluding loss of margin for any day after the date specified in the Notice of Borrowing for such Advance) incurred by such Lender as a result of any failure of any Borrower to fulfill on or before the date specified in the such Notice of Borrowing for such Advance the applicable Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of the such Borrowing when such Advance, as a result of such failure, is not made on such date, provided that such Lender shall have delivered to the Borrower a certificate setting forth in reasonable detail the amount of, the basis for and the calculation of, such loss, cost or expense, which certificate shall be conclusive in the absence of manifest error. (de) Unless the Administrative Agent shall have received notice from a Lender prior to the date of the any Borrowing that such Lender will not make available to the Administrative Agent such Lender's ’s ratable portion of the such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of the such Borrowing in accordance with subsection (a) of this Section 2.02 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 so made such ratable portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the such Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the such Borrower, the higher of (A) the interest rate applicable at such time under Section 2.06 2.07 to Advances comprising such Borrowing and (B) the Borrowing cost of funds incurred by the Administrative Agent in respect of such amount and (ii) in the case of such Lender, the Federal Funds Ratecost of funds incurred by the Administrative Agent in respect of such amount in the case of Advances. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender's ’s Advance as part of the such Borrowing for all purposes. (ef) The failure of any Lender to make the Advance to be made by it as part of the any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of the such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of the any Borrowing. (g) The Borrowers irrevocably and for value authorize each Lender (at the option of the Lender) from time to time (i) to prepare reliquefication bills of exchange in relation to an Advance to it denominated in Australian Dollars and (ii) to sign them as drawer or endorser in the name of and on behalf of any Borrower. The total face amount of reliquefication bills prepared by any Lender and outstanding in relation to any Advance must not at any time exceed (A) such Lender’s share of the principal amount of such Advance plus (B) the total interest on that share over the relevant Interest Period. Reliquefication bills must mature on or before the last day of the relevant Interest Period. Each Lender may realize or deal with any reliquefication xxxx prepared by it as it thinks fit. Each Lender shall indemnify the Borrowers on demand against all liabilities, costs and expenses incurred by any Borrower by reason of it being a party to a reliquefication xxxx prepared by such Lender. The immediately preceding sentence shall not affect any obligation of the Borrowers under any Loan Document. In particular, the obligations of the Borrowers to make payments under the Loan Documents are not in any way affected by any liability of any Lender, contingent or otherwise, under the indemnity in this Section 2.02(g). If a reliquefication xxxx prepared by any Lender is presented to a Borrower and such Borrower discharges it by payment, the amount of that payment will be deemed to have been applied against the moneys payable to such Lender. (h) Each Lender may, at its option, make any Advance available to any Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Advance; provided, however, that (i) any exercise of such option shall not affect the obligation of such Borrower in accordance with the terms of this Agreement and (ii) nothing in this Section 2.02(h) shall be deemed to obligate any Lender to obtain the funds for any Advance in any particular place or manner or to constitute a representation or warranty by any Lender that it has obtained or will obtain the funds for any Advance in any particular place or manner.

Making the Advances. (a) The Except as otherwise provided in Section 2.02(b) or 2.03, each Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, or 10:30 A.M. (New York City time) on the first Business Day prior to the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telephone, confirmed immediately in writing, telex or by telecopier. Such Each such notice of a Borrowing (the a "Notice of BorrowingNOTICE OF BORROWING") shall be by telephone, confirmed immediately in writing, or telex or telecopier, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of the such Borrowing, (ii) Type of Advances comprising the such Borrowing, (iii) aggregate amount of the such Borrowing and (iv) in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shall, before 11:00 A.M. (New York City time) on the date of the such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's Account, in same day funds, such Lender's ratable portion of the such Borrowing in accordance with the respective Commitments of such Lender and the other Lenders. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower's Account. (b) Anything in subsection (a) above to the contrary notwithstandingaccount; provided, (i) the Borrower may not select Eurodollar Rate Advances for any Group of Advances if the aggregate amount of such Group of Advances is less than $5,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09(c) and (ii) the Advances may not be outstanding as part of more than four separate Groups of Advances. (c) The Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any part of the Borrowing however, that the Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall, within 15 days after demand, indemnify each Lender against any loss, cost or expense (but excluding loss of margin for any day after the date specified in the Notice of Borrowing for such Advance) incurred by such Lender as a result of any failure to fulfill on or before the date specified in the Notice of Borrowing for such Advance the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of the Borrowing when such Advance, as a result of such failure, is not made on such date, provided that such Lender shall have delivered to the Borrower a certificate setting forth in reasonable detail the amount of, the basis for and the calculation of, such loss, cost or expense, which certificate shall be conclusive in the absence of manifest error. (d) Unless the Administrative Agent shall have received notice from first make a Lender prior portion of such funds equal to the date aggregate principal amount of any Letter of Credit Advances made by any Issuing Bank, as the Borrowing that such case may be, and by any other Lender will not make available to the Administrative Agent such Lender's ratable portion of the Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent and outstanding on the date of the Borrowing in accordance with subsection (a) such Borrowing, plus interest accrued and unpaid thereon to and as of this Section 2.02 and the Administrative Agent maysuch date, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If Issuing Bank and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, other Lenders for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such time under Section 2.06 to Advances comprising the Borrowing and (ii) in the case repayment of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender's Advance as part Letter of the Borrowing for all purposesCredit Advances. (e) The failure of any Lender to make the Advance to be made by it as part of the Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of the Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of the Borrowing.

Making the Advances. (a) The Except as otherwise provided in Section 2.02(b) or 2.04, each Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, or 10:30 A.M. (New York City time) on the first Business Day prior to the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof by telephone, confirmed immediately in writing, telecopier or by telecopierelectronic communication. Such Each such notice of a Borrowing (the "a “Notice of Borrowing"”) shall be by telephone, confirmed immediately in writing, or telecopierby telecopier or electronic communication, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of the such Borrowing, (ii) Facility under which such Borrowing is to be made, (iii) Type of Advances comprising the such Borrowing, (iiiiv) aggregate amount of the such Borrowing and (ivv) in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Appropriate Lender shall, before 11:00 A.M. 12:00 P.M. (New York City time) on the date of the such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's ’s Account, in same day funds, such Lender's ’s ratable portion of the such Borrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders. After the Administrative Agent's ’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower's ’s Account. (b) Anything ; provided, however, that, in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Group of Advances if the aggregate amount of such Group of Advances is less than $5,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09(c) and (ii) the Advances may not be outstanding as part of more than four separate Groups of Advances. (c) The Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any part Revolving Credit Borrowing, the Administrative Agent shall first apply such funds to prepay ratably the aggregate principal amount of any Swing Line Advances and Letter of Credit Advances outstanding at such time, together with interest accrued and unpaid thereon to and as of such date. (i) Each Swing Line Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the date of the proposed Swing Line Borrowing, by the Borrower to any Swing Line Bank and the Administrative Agent. Each such notice of a Swing Line Borrowing that the (a “Notice of Swing Line Borrowing”) shall be by telephone, confirmed immediately in writing, or by telecopier or electronic communication, specifying therein the requested (x) date of such Borrowing, (y) amount of such Borrowing specifies is to and (z) maturity of such Borrowing (which maturity shall be comprised no later than the earliest of Eurodollar Rate Advances, (A) the Borrower shall, within 15 days after demand, indemnify each Lender against any loss, cost or expense (but excluding loss of margin for any tenth day after the requested date specified of such Borrowing and (B) the Revolving Credit Facility Maturity Date). The Swing Line Bank will make the amount of the requested Swing Line Advances available to the Administrative Agent at the Administrative Agent’s Account, in same day funds. After the Notice Administrative Agent’s receipt of Borrowing for such Advance) incurred by such Lender as a result funds and upon fulfillment of any failure to fulfill on or before the date specified in the Notice of Borrowing for such Advance the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other Administrative Agent will make such funds acquired by such Lender to fund the Advance to be made by such Lender as part of the Borrowing when such Advance, as a result of such failure, is not made on such date, provided that such Lender shall have delivered available to the Borrower a certificate setting forth in reasonable detail by crediting the amount of, the basis for and the calculation of, such loss, cost or expense, which certificate shall be conclusive in the absence of manifest errorBorrower’s Account. (dii) Unless The Swing Line Bank may, at any time in its sole and absolute discretion, request on behalf of the Borrower (and the Borrower hereby irrevocably authorizes each Swing Line Bank to so request on its behalf) that each Revolving Credit Lender make a Base Rate Advance in an amount equal to such Lender’s Pro Rata Share of the amount of Swing Line Advances then outstanding. Such request shall be deemed to be a Notice of Borrowing for purposes hereof and shall be made in accordance with the provisions of Section 2.02(a) without regard solely to the minimum amounts specified therein but subject to the satisfaction of the conditions set forth in Section 3.02. The Swing Line Bank shall furnish the Borrower with a copy of the applicable Notice of Borrowing promptly after delivering such notice to the Administrative Agent Agent. Each Revolving Credit Lender shall have received notice from a Lender prior make an amount equal to the date its Pro Rata Share of the amount specified in such Notice of Borrowing that such Lender will not make available for the account of its Applicable Lending Office to the Administrative Agent such Lender's ratable portion for the account of the Swing Line Bank, by deposit to the Administrative Agent’s Account, in same date funds, not later than 11:00 A.M. on the day specified in such Notice of Borrowing. (iii) If for any reason any Swing Line Advance cannot be refinanced by a Revolving Credit Borrowing as contemplated by Section 2.02(b)(ii), the Administrative Agent may assume request for Base Rate Advances submitted by the Swing Line Bank as set forth in Section 2.02(b)(ii) shall be deemed to be a request by the Swing Line Bank that such Lender has made such portion available each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Advance and each Revolving Credit Lender’s payment to the Administrative Agent on for the date account of the Borrowing Swing Line Bank pursuant to Section 2.02(b)(ii) shall be deemed payment in accordance with subsection respect of such participation. (aiv) of this Section 2.02 and the Administrative 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 any Revolving Credit Lender shall not have so made the amount of its Pro Rata Share of such ratable portion Swing Line Advance available to the Administrative AgentAgent in accordance with the provisions of Section 2.02(b)(ii), such Revolving Credit Lender and the Borrower severally agree agrees to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay together with interest thereon, for each day from the date such amount is made available to of the Borrower applicable Notice of Borrowing delivered by the Swing Line Bank until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case greater of the Borrower, the interest rate applicable at such time under Section 2.06 to Advances comprising the Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay to Rate and a rate determined by the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender's Advance as part of the Borrowing for all purposesin accordance with banking industry practices on interbank compensation. (ev) The failure of any Lender Each Revolving Credit Lender’s obligation to make Revolving Credit Advances or to purchase and fund risk participations in any Swing Line Advance pursuant to this Section 2.02(b) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right that such Lender may have against the Advance Swing Line Bank, the Borrower or any other Person for any reason whatsoever, (B) the occurrence of continuance of a Default or (C) any other occurrence, event or condition, whether or not similar to be made by it as part any of the Borrowing shall not relieve any other Lender of its obligationforegoing; provided, if anyhowever, hereunder that each Revolving Credit Lender’s obligation to make its Advance on the date Revolving Credit Advances pursuant to this Section 2.02(b) is subject to satisfaction of the Borrowing, but no Lender conditions set forth in Section 3.02. No funding of risk participations shall be responsible for relieve or otherwise impair the failure of any other Lender to make the Advance to be made by such other Lender on the date obligation of the BorrowingBorrower to repay Swing Line Advances, together with interest as provided herein.

Making the Advances. (a) The Except as otherwise provided in Section 2.02(b) or 2.03, each Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, or 10:30 A.M. (New York City time) on the first Business Day prior to the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Base Rate Advances, by the any Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telephone, confirmed immediately in writing, telex or by telecopier. Such Each such notice of a Borrowing (the a "Notice of BorrowingNOTICE OF BORROWING") shall be by telephone, confirmed immediately in writing, or telex or telecopier, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of the such Borrowing, (ii) Type of Advances comprising the such Borrowing, (iii) aggregate amount of the such Borrowing and (iv) in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shall, before 11:00 A.M. (New York City time) on the date of the such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's Account, in same day funds, such Lender's ratable portion of the such Borrowing in accordance with the respective Commitments of such Lender and the other Lenders. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the applicable Borrower by crediting the such Borrower's Account. (b) Anything in subsection (a) above to the contrary notwithstanding; provided, (i) the Borrower may not select Eurodollar Rate Advances for any Group of Advances if the aggregate amount of such Group of Advances is less than $5,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09(c) and (ii) the Advances may not be outstanding as part of more than four separate Groups of Advances. (c) The Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any part of the Borrowing however, that the Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall, within 15 days after demand, indemnify each Lender against any loss, cost or expense (but excluding loss of margin for any day after the date specified in the Notice of Borrowing for such Advance) incurred by such Lender as a result of any failure to fulfill on or before the date specified in the Notice of Borrowing for such Advance the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of the Borrowing when such Advance, as a result of such failure, is not made on such date, provided that such Lender shall have delivered to the Borrower a certificate setting forth in reasonable detail the amount of, the basis for and the calculation of, such loss, cost or expense, which certificate shall be conclusive in the absence of manifest error. (d) Unless the Administrative Agent shall have received notice from first make a Lender prior portion of such funds equal to the date aggregate principal amount of any Letter of Credit Advances made by any Issuing Bank, as the Borrowing that such case may be, and by any other Lender will not make available to the Administrative Agent such Lender's ratable portion of the Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent and outstanding on the date of the Borrowing in accordance with subsection (a) such Borrowing, plus interest accrued and unpaid thereon to and as of this Section 2.02 and the Administrative Agent maysuch date, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If Issuing Bank and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, other Lenders for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such time under Section 2.06 to Advances comprising the Borrowing and (ii) in the case repayment of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender's Advance as part Letter of the Borrowing for all purposesCredit Advances. (e) The failure of any Lender to make the Advance to be made by it as part of the Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of the Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of the Borrowing.

Making the Advances. (a) The Except as otherwise provided in Section 2.03, each Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third (or, in the case of the Borrowing of the Additional Term B Advances on the Closing Date, second) Business Day prior to the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, or 10:30 A.M. (New York City time) on the first Business Day prior to the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof by telephonetelex, confirmed immediately in writing, telecopier or by telecopierother electronic transmission. Such Each such notice of a Borrowing (the "a “Notice of Borrowing"”) shall be by telephone, confirmed immediately in writing, or telecopiertelex, telecopier or other electronic transmission at 00000000000@xxx.xxxxxxx.xxx, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of the such Borrowing, (ii) Facility under which such Borrowing is to be made, (iii) Type of Advances comprising the such Borrowing, (iiiiv) aggregate amount of the such Borrowing and (ivv) in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each such telephonic Notice of Borrowing shall be irrevocable and shall be confirmed promptly by hand delivery, facsimile, or electronic transmission of a “pdf” or similar copy to the Administrative Agent of an executed written Notice of Borrowing. Each Appropriate Lender shall, before 11:00 A.M. 2:00 P.M. (New York City time) on the date of the such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's ’s Account, in same day funds, such Lender's ’s ratable portion of the such Borrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders. After the Administrative Agent's ’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower's ’s Account. (ba) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Group of Advances Borrowing if the aggregate amount of such Group of Advances Borrowing is less than $5,000,000 1,000,000 or if the obligation of the Appropriate Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09(c) 2.09 or 2.10 and (ii) the Term A Advances and the Term B Advances that are Eurodollar Rate Advances may not be outstanding as part of more than four ten separate Groups of AdvancesBorrowings. (cb) The Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any part of the Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall, within 15 days after demand, shall indemnify each Appropriate Lender against any loss, cost or expense (but excluding loss of margin for any day after the date specified in the Notice of Borrowing for such Advance) incurred by such Lender as a result of any failure to fulfill on or before the date specified in the such Notice of Borrowing for such Advance Borrowing the applicable conditions set forth in Article III, including, without limitation, any lossloss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of the such Borrowing when such Advance, as a result of such failure, is not made on such date, provided that such Lender shall have delivered to the Borrower a certificate setting forth in reasonable detail the amount of, the basis for and the calculation of, such loss, cost or expense, which certificate shall be conclusive in the absence of manifest error. (dc) Unless the Administrative Agent shall have received notice from a an Appropriate Lender prior to the date of the any Borrowing under a Facility under which such Lender has a Commitment that such Lender will not make available to the Administrative Agent such Lender's ’s ratable portion of the such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of the such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative 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 not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such time under Section 2.06 2.07 to Advances comprising the such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender's ’s Advance as part of the such Borrowing for all purposes. (ed) The failure of any Lender to make the Advance to be made by it as part of the any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of the such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of the any Borrowing.

Making the Advances. (a) The Borrowing shall be made on notice, given not later than 11:00 A.M. a.m. (New York City time) on the third Business Day prior to the proposed date of the proposed Borrowing in the case of any part of the Borrowing Advances or portions thereof consisting of Eurodollar Rate Advances, or not later than 10:30 A.M. a.m. (New York City time) on the proposed date of the proposed Borrowing in the case of any part of the Borrowing Advances or portions thereof consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telephone, confirmed immediately in writing, or by telecopier. Such notice of the Borrowing (the "“Notice of Borrowing"”) shall be by telephone, confirmed immediately in writing, or telecopierfacsimile, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of the Borrowing, (ii) Type of Advances comprising the Borrowing, (iii) aggregate amount of the Borrowing and (iv) in the case of any part of the Borrowing Advances (or portions thereof) consisting of Eurodollar Rate Advances, the initial Interest Period for each such AdvanceAdvances. Each Lender shall, before 11:00 A.M. 12:00 noon (New York City time) on the date of the Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's Account’s Office, in same day funds, such Lender's ratable portion ’s Pro Rata Share of the Borrowing in accordance with the Commitments of such Lender and the other LendersBorrowing. After the Administrative Agent's ’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III3, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower's ’s Account. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Group of Advances if the aggregate amount of such Group of Advances is less than $5,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09(c) 2.07 or 2.08 and (ii) the Advances may not be outstanding as part of no more than four separate Groups of Advances10 Interest Periods may be in effect at any time. (c) The Notice of Borrowing shall be irrevocable and binding on the Borrower. In If the case of any part of the Borrowing that Borrower requests Eurodollar Rate Advances in the Notice of Borrowing specifies is to be comprised of Eurodollar Rate AdvancesBorrowing, the Borrower shall, within 15 days after demand, shall indemnify each Lender against any loss, cost or expense (but excluding loss of margin for any day after the date specified in the Notice of Borrowing for such Advance) incurred by such Lender as a result of any failure to fulfill on or before the date specified in the Notice of Borrowing for such Advance the applicable conditions set forth in Article III3, including, without limitation, including any lossloss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of the Borrowing when such Advance, as a result of such failure, is not made on such date, provided that such Lender shall have delivered to the Borrower a certificate setting forth in reasonable detail the amount of, the basis for and the calculation of, such loss, cost or expense, which certificate shall be conclusive in the absence of manifest error. (d) Unless the Administrative Agent shall have received notice from a Lender prior to 12:00 noon (New York City time) on the date of the Borrowing that such Lender will not make available to the Administrative Agent such Lender's ’s ratable portion of the Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of the Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative 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 not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate rates applicable at to such time amounts under Section 2.06 to Advances comprising the Borrowing 2.05 and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender's ’s Advance as part of the Borrowing for all purposes. (e) The failure of any Lender to make the Advance to be made by it as part of the Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of the Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of the Borrowing.

Making the Advances. (a) The Each Borrowing shall be made on notice, given not later than 11:00 A.M. A.M. (New York City timei) on in the third case of a proposed Borrowing comprised of Eurodollar Advances, at least three Business Day Days prior to the date of the proposed Borrowing Borrowing, and (ii) in the case of any part of the Borrowing consisting of Eurodollar Rate Advances, or 10:30 A.M. (New York City time) on the date of the a proposed Borrowing in the case of any part of the Borrowing consisting comprised of Base Rate Advances, on the day of the proposed Borrowing, by the Borrower to the Administrative Agent, which shall give to each Lender Bank prompt notice thereof by telephonetelecopy. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telecopy, confirmed immediately in writing, or by telecopier. Such notice of Borrowing (the "Notice of Borrowing") shall be by telephone, confirmed immediately in writing, or telecopier, in substantially the form of Exhibit B heretoB, duly signed by a Responsible Officer, specifying therein the requested (iA) date of the such Borrowing, (iiB) Type of Advances comprising the such Borrowing, (iiiC) aggregate amount of the Borrowing such Borrowing, and (ivD) in the case of any part of the a Borrowing consisting comprised of Eurodollar Rate Advances, initial Interest Period for each such Advance, provided that the Borrower may not specify Eurodollar Advances for any Borrowing if, after giving effect to such Borrowing, Eurodollar Advances having more than twenty (20) different Interest Periods shall be outstanding. In the case of a proposed Borrowing comprised of Eurodollar Advances, the Administrative Agent shall promptly notify each Bank and the Borrower of the applicable interest rate under Section 2.5(b). Each Lender Bank shall, before 11:00 A.M. (New York City time1:00 P.M. in the case of a Borrowing comprised of Base Rate Advances) on the date of the such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's Accountits Payment Office, in same day funds, such Lender's Bank’s ratable portion of the Borrowing in accordance with the Commitments of such Lender and the other LendersBorrowing. After the Administrative Agent's ’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting at the Borrower's AccountAdministrative Agent’s aforesaid address. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Group of Advances if the aggregate amount of such Group of Advances is less than $5,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09(c) and (ii) the Advances may not be outstanding as part of more than four separate Groups of Advances. (c) The Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any part of Borrowing which the Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall, within 15 days after demandsubject to Section 8.8, indemnify each Lender Bank against any loss, cost or expense (but excluding loss of margin for any day after the date specified in the Notice of Borrowing for such Advance) incurred by such Lender Bank as a result of any failure to fulfill on or before the date specified in the such Notice of Borrowing for such Advance Borrowing the applicable conditions set forth in Article IIIIII or to make the Borrowing specified in such Notice of Borrowing on the date specified, including, without limitation, including any lossloss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender Bank to fund the Advance to be made by such Lender Bank as part of the such Borrowing when such Advance, as a result of such failure, is not made on such date, provided that such Lender shall have delivered to the Borrower a certificate setting forth in reasonable detail the amount of, the basis for and the calculation of, such loss, cost or expense, which certificate shall be conclusive in the absence of manifest error. (dc) Unless the Administrative Agent shall have received notice from a Lender Bank prior to the date time it is required to make available its ratable portion of the any Borrowing that such Lender Bank will not make available to the Administrative Agent such Lender's Bank’s ratable portion of the such Borrowing, the Administrative Agent may assume that such Lender Bank has made such portion available to the Administrative Agent on the date of the such Borrowing in accordance with subsection (a) of this Section 2.02 2.2 and the Administrative 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 Bank shall not have so made such ratable portion available to the Administrative Agent, such Lender Bank and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay 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 or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such the time under Section 2.06 to Advances comprising the such Borrowing and (ii) in the case of such LenderBank, the Federal Funds Rate. If such Lender Bank shall pay repay to the Administrative Agent such corresponding amount, such amount so paid repaid shall constitute such Lender's Bank’s Advance as part of the such Borrowing for all purposespurposes of this Agreement. (ed) The failure of any Lender Bank to make the Advance to be made by it as part of the any Borrowing shall not relieve any other Lender Bank of its obligation, if any, hereunder to make its Advance on the date of the such Borrowing, but no Lender Bank shall be responsible for the failure of any other Lender Bank to make the Advance to be made by such other Lender Bank on the date of the any Borrowing.

Making the Advances. (a) The Except as otherwise provided in Section 2.02(b) or Section 2.03(c), each Borrowing shall be made on notice, given not later than 11:00 A.M. (x) 1:00 P.M. (New York City time) on the third U.S. Government Securities Business Day prior to the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, SOFR Advances or 10:30 A.M. (y) 1:00 P.M. (New York City time) on the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telephone, confirmed immediately in writing, or by telecopierfacsimile. Such Each such notice of a Borrowing (the "a “Notice of Revolving Credit Borrowing"”) shall be by telephone, confirmed immediately in writing, or telecopier, facsimile in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of the such Borrowing, (ii) Type of Advances comprising the such Borrowing, (iii) aggregate amount of the Borrowing such Borrowing, and (iv) in the case of any part of the a Borrowing consisting of Eurodollar Rate SOFR Advances, initial Interest Period for each such Advance. Each Lender shall, before 11:00 A.M. 3:00 P.M. (New York City time) on the date of the Borrowing, such Borrowing make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's ’s Account, in same day funds, such Lender's ’s ratable portion of the Borrowing in accordance with the Commitments of such Lender and the other LendersBorrowing. After the Administrative Agent's ’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting at the Borrower's Account. (b) Anything ’s account as specified in subsection (a) above writing by two Financial Officers of the Borrower; provided, however, that the Agent shall first make a portion of such funds equal to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Group of Advances if the aggregate principal amount of such Group of any Swing Line Advances is less than $5,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09(c) and (ii) the Advances may not be outstanding as part of more than four separate Groups of Advances. (c) The Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any part of the Borrowing that the Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall, within 15 days after demand, indemnify each Lender against any loss, cost or expense (but excluding loss of margin for any day after the date specified in the Notice of Borrowing for such Advance) incurred by such Lender as a result of any failure to fulfill on or before the date specified in the Notice of Borrowing for such Advance the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such the Swing Line Banks and by any other Lender as part of the Borrowing when such Advance, as a result of such failure, is not made on such date, provided that such Lender shall have delivered to the Borrower a certificate setting forth in reasonable detail the amount of, the basis for and the calculation of, such loss, cost or expense, which certificate shall be conclusive in the absence of manifest error. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of the Borrowing that such Lender will not make available to the Administrative Agent such Lender's ratable portion of the Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent outstanding on the date of the Borrowing in accordance with subsection (a) such Revolving Credit Borrowing, plus interest accrued and unpaid thereon to and as of this Section 2.02 and the Administrative Agent maysuch date, in reliance upon such assumption, make available to the Borrower on Swing Line Banks and such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, other Lenders for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such time under Section 2.06 to Advances comprising the Borrowing and (ii) in the case repayment of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender's Advance as part of the Borrowing for all purposesSwing Line Advances. (e) The failure of any Lender to make the Advance to be made by it as part of the Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of the Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of the Borrowing.

Making the Advances. (a) The Except as otherwise provided in Section 2.02(b) or 2.03, each Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, or 10:30 A.M. (New York City time) on the first Business Day prior to the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Base Rate Advances, by the Domestic Borrower or, in the case of an Offshore Acquisition Borrowing, the applicable Offshore Borrower, to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof by telephone, confirmed immediately in writing, telex or by telecopier. Such Each such notice of a Borrowing (the a "Notice of BorrowingNOTICE OF BORROWING") shall be by telephone, confirmed immediately in writing, or telex or telecopier, in substantially the form of Exhibit B B-1 hereto, specifying therein the requested (i) date of the such Borrowing, (ii) Facility under which such Borrowing is to be made, (iii) Type of Advances comprising the such Borrowing, (iiiiv) aggregate amount of the Borrowing and such Borrowing, (ivv) in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance, (vi) if any portion of such Borrowing is proposed to be used to pay the purchase price of any Permitted Acquisition, the portion of such Borrowing, and the cash and Cash Equivalent of the Domestic Borrower and its Subsidiaries on the date of such Notice of Borrowing, proposed to be used to pay such purchase price of such Permitted Acquisition and (vii) in the case of a requested Offshore Acquisition Borrowing, the Applicable Borrower's Account to which the proceeds of such Borrowing should be sent. Each Appropriate Lender shall, before 11:00 A.M. Credit Agreement (New York City time) on the date of the such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's Account, in same day funds, such Lender's ratable portion of the such Borrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Domestic Borrower by crediting the Domestic Borrower's Account or, in the case of an Offshore Acquisition Borrowing, the Administrative Agent will make such funds available to the Applicable Borrower's Account. (b) Anything ; provided, however, that, in subsection (a) above the case of any Revolving Credit Borrowing, the Administrative Agent shall first make a portion of such funds equal to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Group of Advances if the aggregate principal amount of any Swing Line Advances and Letter of Credit Advances made by the Swing Line Lenders or the Issuing Bank, as the case may be, and by any other Revolving Credit Lender and outstanding on the date of such Group Revolving Credit Borrowing, plus interest accrued and unpaid thereon to and as of such date, available to the Swing Line Bank or the Issuing Bank, as the case may be, and such other Revolving Credit Lenders for repayment of such Swing Line Advances is less than $5,000,000 or if the obligation and Letter of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09(c) and (ii) the Advances may not be outstanding as part of more than four separate Groups of Credit Advances. (ci) The Notice of Each Swing Line Borrowing shall be irrevocable and binding made on notice, given not later than 11:00 A.M. (Local Time) on the Borrowerdate of the proposed Swing Line Borrowing, by the Domestic Borrower or the Offshore Borrower requesting such Swing Line Borrowing to the Appropriate Swing Line Lender and the Offshore Currency Agent. In Each such notice of a Swing Line Borrowing (a "NOTICE OF SWING LINE BORROWING") shall be by telephone, confirmed immediately in writing, or telex or telecopier, in substantially the form of Exhibit B-2 hereto, specifying therein the requested (A) date of such Borrowing, (B) amount of such Borrowing, (C) maturity of such Borrowing (in the case of any part of Swing Line Borrowing in US Dollars, which maturity shall be no later than the Borrowing that the Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall, within 15 days after demand, indemnify each Lender against any loss, cost or expense (but excluding loss of margin for any seventh day after the requested date specified of such Borrowing), (D) the Applicable Borrower's Account to which the proceeds of such Borrowing should be credited and (E) the Applicable Currency of such Borrowing. The Domestic Swing Line Lender will make, or will cause another Applicable Swing Line Lender to make, the amount thereof available to the Offshore Currency Agent, in same day funds. After the Notice Offshore Currency Agent's receipt of Borrowing for such Advance) incurred by such Lender as a result funds and upon fulfillment of any failure to fulfill on or before the date specified in the Notice of Borrowing for such Advance the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other Offshore Currency Agent will make such funds acquired by such Lender to fund the Advance to be made by such Lender as part of the Borrowing when such Advance, as a result of such failure, is not made on such date, provided that such Lender shall have delivered available to the Domestic Borrower a certificate setting forth in reasonable detail or the amount of, Offshore Borrower requesting such Borrowing by crediting the basis for and the calculation of, such loss, cost or expense, which certificate shall be conclusive in the absence of manifest errorApplicable Borrower's Account. (dii) Unless the Administrative Agent shall have received notice from Upon written demand by any Swing Line Lender, with a Lender prior to the date copy of the Borrowing that such Lender will not make available demand to the Administrative Agent and the Offshore Currency Agent, each Revolving Credit Lender shall purchase from such Swing Line Lender, and such Swing Line Lender shall sell and assign to each Revolving Credit Lender, such Revolving Credit Lender's ratable portion Pro Rata Share of each outstanding Swing Line Advance made by such Swing Line Lender as of the Borrowingdate of such demand, by making available for the Administrative Agent may assume that such Lender has made such portion available account of its Applicable Lending Office to the Administrative Agent on for the date account of the Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent maysuch Swing Line Lender, in reliance upon such assumption, make available by deposit to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such time under Section 2.06 to Advances comprising the Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender's Advance as part of the Borrowing for all purposes. (e) The failure of any Lender to make the Advance to be made by it as part of the Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of the Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of the Borrowing.Credit Agreement

Making the Advances. (a) The Each Borrowing shall be made on notice, given not later than 11:00 A.M. a.m. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, or 10:30 A.M. (New York City time) on the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Base Rate Advances, by the Borrower Company to the Administrative Agent, which shall give to each Lender Bank prompt notice thereof by telephone, confirmed immediately in writing, telecopier or by telecopiertelex. Such Each such notice of a Borrowing (the "a “Notice of Borrowing"”) shall be by telephonetelecopier or telex, confirmed immediately promptly in writing, or telecopier, in substantially the form of Exhibit B heretoB, specifying therein the requested (i) date of the such Borrowing, (ii) Type of Advances comprising the such Borrowing, (iii) aggregate amount of the such Borrowing and (iv) in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender Bank shall, before 11:00 A.M. a.m. (New York City time) ), in the case of a Borrowing consisting of Eurodollar Rate Advances, or before 1:00 p.m. (New York City time), in the case of a Borrowing consist­ing of Base Rate Advances, on the date of the such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's ’s Account, in same day funds, such Lender's Bank’s ratable portion of the Borrowing in accordance with the Commitments of such Lender and the other LendersBorrowing. After the Administrative Agent's ’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such same day funds available to the Borrower Company at the Company’s account at the Administrative Agent’s address referred to in Section 9.02; provided that Advances made to finance an LC Reimbursement Obligation as provided in Section 2.02 shall be remitted by crediting the Borrower's AccountAdministrative Agent to the respective Issuing Bank or the Banks as their interests may appear. (b) Anything in subsection (aSection 3.02(a) above to the contrary notwithstanding, (i) the Borrower Company may not select Eurodollar Rate Advances for any Group of Advances Borrowing if the aggregate amount of such Group of Advances Borrowing is less than $5,000,000 10,000,000 or if the obligation of the Lenders Banks to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09(c) 3.07 and (ii) the Eurodollar Rate Advances may not be outstanding as part of more than four three separate Groups of AdvancesBorrowings. (c) The Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any part of the Borrowing that the Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall, within 15 days after demand, indemnify each Lender against any loss, cost or expense (but excluding loss of margin for any day after the date specified in the Notice of Borrowing for such Advance) incurred by such Lender as a result of any failure to fulfill on or before the date specified in the Notice of Borrowing for such Advance the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of the Borrowing when such Advance, as a result of such failure, is not made on such date, provided that such Lender shall have delivered to the Borrower a certificate setting forth in reasonable detail the amount of, the basis for and the calculation of, such loss, cost or expense, which certificate shall be conclusive in the absence of manifest errorCompany. (d) Unless the Administrative Agent shall have received notice from a Lender Bank prior to the date of the any Borrowing that such Lender Bank will not make available to the Administrative Agent such Lender's Bank’s ratable portion of the such Borrowing, the Administrative Agent may assume that such Lender Bank has made such portion available to the Administrative Agent on the date of the such Borrowing in accordance with subsection (aSection 3.02(a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower Company on such date a corresponding amount. If and to the extent that such Lender Bank shall not have so made such ratable portion available to the Administrative Agent, such Lender Bank and the Borrower Company severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay together with interest thereon, for each day from the date such amount is made available to the Borrower Company until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the BorrowerCompany, the interest rate applicable at such the time under Section 2.06 to Advances comprising the such Borrowing and (ii) in the case of such LenderBank, the Federal Funds Rate. If such Lender Bank shall pay repay to the Administrative Agent such corresponding amount, such amount so paid repaid shall constitute such Lender's Bank’s Advance as part of the such Borrowing for all purposespurposes of this Agreement and shall be made available in same day funds to the Company’s account at the Administrative Agent’s address referred to in Section 9.02. (e) The failure of any Lender Bank to make any LC Disbursement or any payment under Section 2.01(b)(2) or the Advance to be made by it as part of the any Borrowing shall not relieve any other Lender Bank of its obligation, if any, hereunder to make its Advance on the date of the BorrowingLC Disbursement or payment or its Advance, but no Lender Bank shall be responsible for the failure of any other Lender Bank to make such LC Disbursement or payment or the Advance to be made by such other Lender on the date of the BorrowingBank.

Making the Advances. (a) The Each Borrowing shall be made on noticenotice given by the Borrower or a Borrowing Subsidiary, given as the case may be, and received by the Administrative Agent, which shall give prompt notice thereof to each Lender by facsimile, not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of any part of the Borrowing consisting of Eurodollar Rate Advances, or 10:30 A.M. (New York City time) on the date of the proposed Borrowing same Business Day in the case of any part of the Borrowing consisting of Base Rate Advances, . Each such notice of a Borrowing (a “Notice of Borrowing”) shall be given by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telephonefacsimile, confirmed immediately in writing, by hand or by telecopier. Such notice of Borrowing (the "Notice of Borrowing") shall be by telephone, confirmed immediately in writing, or telecopiermail, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of the such Borrowing, (ii) Type of Advances comprising the such Borrowing, (iii) aggregate amount of the Borrowing such Borrowing, and (iv) in the case of any part of the a Borrowing consisting comprised of Eurodollar Rate Advances, initial the Interest Period for each such Advance. Each Upon fulfillment of the applicable conditions set forth in Article III, each Lender shall, before 11:00 A.M. 12:00 noon (New York City time) on the date of the such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's Account, in same day immediately available funds, such Lender's ratable portion of the Borrowing in accordance with the Commitments of such Lender and the other LendersBorrowing. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will promptly make such funds available to the Borrower by crediting at the BorrowerAdministrative Agent's Accountaddress referred to in Section 8.02. (b) Anything in subsection (a) above to the contrary notwithstanding, : (i) if any Lender shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances hereunder, the Administrative Agent shall immediately notify the Borrower may not and each other Lender and the right of the Borrower and any Borrowing Subsidiary to select Eurodollar Rate Advances for any Group of Advances if the aggregate amount portion of such Group Borrowing advanced by the Lender which has provided the notice described above or the portion of Advances is less than $5,000,000 or any subsequent Borrowing advanced by such Lender shall be suspended until such Lender shall notify the Administrative Agent and the Administrative Agent will notify the Borrower that the circumstances causing such suspension no longer exist, and each such Advance shall be a Base Rate Advance; (ii) if no Reference Bank furnishes timely information to the obligation of Administrative Agent for determining the Lenders to make Eurodollar Rate for any Eurodollar Rate Advances comprising any requested Borrowing, the Administrative Agent shall then immediately notify each Lender and the Borrower and the right of the Borrower and any Borrowing Subsidiary to select Eurodollar Rate Advances for such Borrowing or any subsequent Borrowing shall be suspended pursuant until the Administrative Agent shall notify the Lenders and the Borrower that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance; and (iii) if the Required Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Rate Advances comprising such Borrowing will not adequately reflect the cost to Section 2.09(c) such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Borrowing, the Administrative Agent shall immediately notify the Borrower and (ii) each other Lender and the right of the Borrower and any Borrowing Subsidiary to select Eurodollar Rate Advances may not for such Borrowing or any subsequent Borrowing shall be outstanding suspended, and each Advance comprising such Borrowing shall be a Base Rate Advance. The Lenders will review regularly the circumstances causing such suspension, and as part of more than four separate Groups of Advancessoon as such circumstances no longer exist the Required Lenders will notify the Administrative Agent and the Administrative Agent will notify the Borrower that such suspension is terminated. (c) The Each Notice of Borrowing shall be irrevocable and binding on the BorrowerBorrower or Borrowing Subsidiary, as the case may be. In the case of any part of the Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shallor Borrowing Subsidiary, within 15 days after demandas the case may be, shall indemnify each Lender against any loss, cost or expense (but excluding loss of margin for any day after the date specified in the Notice of Borrowing for such Advance) incurred by such Lender as a result of any failure to fulfill on or before the date specified in the such Notice of Borrowing for such Advance Borrowing the applicable conditions set forth in Article III, including, without limitation, any lossloss (excluding in any event loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of the such Borrowing when such Advance, as a result of such failure, is not made on such date, provided that such Lender shall have delivered to the Borrower a certificate setting forth in reasonable detail the amount of, the basis for and the calculation of, such loss, cost or expense, which certificate shall be conclusive in the absence of manifest error. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing comprised of Eurodollar Rate Advances, and prior to 11:30 A.M. (New York City time) on the date of any Borrowing comprised of Base Rate Advances, that such Lender will not make available to the Administrative Agent such Lender's ratable portion of the such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of the such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative 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 not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay 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 or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such the time under Section 2.06 to Advances comprising the such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay repay to the Administrative Agent such corresponding amount, such amount so paid repaid shall constitute such Lender's Advance as part of the such Borrowing for all purposespurposes of this Agreement. (e) The failure of any Lender to make the Advance to be made by it as part of the any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of the such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of the any Borrowing.

Making the Advances. (a) The Each Borrowing shall be made on notice, given not later than 11:00 A.M. (x) 1:00 P.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, Advances or 10:30 A.M. (y) 1:00 P.M. (New York City time) on the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by facsimile; provided, however, that if the Borrower wishes to request Eurodollar Rate Advances having an Interest Period of twelve months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, whereupon the Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 2:00 p.m. three Business Days before the requested date of such Borrowing of Eurodollar Rate Advances, the Agent shall notify the Borrower (which notice may be by telephone, confirmed immediately in writing, ) whether or not the requested Interest Period has been consented to by telecopierall the Lenders. Such Each such notice of a Borrowing (the "a “Notice of Borrowing"”) shall be by telephone, confirmed immediately in writing, or telecopier, facsimile in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of the such Borrowing, (ii) Type of Advances comprising the such Borrowing, (iii) aggregate amount of the Borrowing such Borrowing, and (iv) in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shall, before 11:00 A.M. 3:00 P.M. (New York City time) on the date of the Borrowing, such Borrowing make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's ’s Account, in same day funds, such Lender's ’s ratable portion of the Borrowing in accordance with the Commitments of such Lender and the other LendersBorrowing. After the Administrative Agent's ’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting at the Borrower's Account’s account as specified in writing by two Financial Officers of the Borrower. (b) [Reserved]. (c) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Group of Advances Borrowing if the aggregate amount of such Group of Advances Borrowing is less than $5,000,000 1,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09(c) 2.08 or 2.12 and (ii) the Eurodollar Rate Advances may not be outstanding as part of more than four six separate Groups of AdvancesBorrowings. (cd) The Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any part of the Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall, within 15 days after demand, shall indemnify each Lender against any loss, cost or expense (but excluding loss of margin for any day after the date specified in the Notice of Borrowing for such Advance) incurred by such Lender as a result of any failure to fulfill on or before the date specified in the such Notice of Borrowing for such Advance Borrowing the applicable conditions set forth in Article III, including, without limitation, any lossloss (excluding loss of anticipated profits (including the Applicable Margin)), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of the Borrowing when such Advance, as a result of any failure to fulfill on or before the date specified in such failure, is not made on Notice of Borrowing for such date, provided that such Lender shall have delivered to Borrowing the Borrower a certificate setting applicable conditions set forth in reasonable detail the amount of, the basis for and the calculation of, such loss, cost or expense, which certificate shall be conclusive in the absence of manifest errorArticle III. (de) Unless the Administrative Agent shall have received notice from a Lender prior to the date time of the any Borrowing that such Lender will not make available to the Administrative Agent such Lender's ’s ratable portion of the such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of the such Borrowing in accordance with subsection (a) or (b) of this Section 2.02 2.02, as applicable, and the Administrative 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 not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay 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 or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such the time under Section 2.06 to the Advances comprising the such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds RateRate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Agent in connection with the foregoing. If such Lender shall pay repay to the Administrative Agent such corresponding amount, such amount so paid repaid shall constitute such Lender's ’s Advance as part of the such Borrowing for all purposespurposes of this Agreement. (ef) The failure of any Lender to make the Advance to be made by it as part of the any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of the such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of the any Borrowing.

Making the Advances. (a) The Except as otherwise provided in Section 2.02(b) or 2.03, each Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, or 10:30 A.M. (New York City time) on the first Business Day prior to the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Base Rate Advances, by the a Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof by telephone, confirmed immediately in writing, telex or by telecopier. Such Each such notice of a Borrowing (the a "Notice of Borrowing") shall be by telephone, confirmed immediately in writing, or telex or telecopier, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of the such Borrowing, (ii) Facility under which such Borrowing is to be made, (iii) Type of Advances comprising the such Borrowing, (iiiiv) aggregate amount of the such Borrowing and (ivv) in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Appropriate Lender shall, before 11:00 A.M. (New York City time) on the date of the such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's Account, in same day funds, such Lender's ratable portion of the such Borrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the such Borrower by crediting the such Borrower's Account. (b) Anything ; provided, however, that, in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Group of Advances if the aggregate amount of such Group of Advances is less than $5,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09(c) and (ii) the Advances may not be outstanding as part of more than four separate Groups of Advances. (c) The Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any part of the Borrowing that the Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall, within 15 days after demand, indemnify each Lender against any loss, cost or expense (but excluding loss of margin for any day after the date specified in the Notice of Borrowing for such Advance) incurred by such Lender as a result of any failure to fulfill on or before the date specified in the Notice of Borrowing for such Advance the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of the Borrowing when such Advance, as a result of such failure, is not made on such date, provided that such Lender shall have delivered to the Borrower a certificate setting forth in reasonable detail the amount of, the basis for and the calculation of, such loss, cost or expense, which certificate shall be conclusive in the absence of manifest error. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of the Borrowing that such Lender will not make available to the Administrative Agent such Lender's ratable portion of the Revolving Credit Borrowing, the Administrative Agent may assume that shall first make a portion of such Lender has made such portion available funds equal to the Administrative Agent aggregate principal amount of any Swing Line Advances and Letter of Credit Advances made by any Swing Line Bank or any Issuing Bank, as the case may be, and by any other Revolving Credit Lender and outstanding on the date of the Borrowing in accordance with subsection (a) such Revolving Credit Borrowing, plus interest accrued and unpaid thereon to and as of this Section 2.02 and the Administrative Agent maysuch date, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that Swing Line Bank or such Lender shall not have so made such ratable portion available to the Administrative AgentIssuing Bank, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in as the case of the Borrowermay be, the interest rate applicable at and such time under Section 2.06 to Advances comprising the Borrowing and (ii) in the case other Revolving Credit Lenders for repayment of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender's Advance as part Swing Line Advances and Letter of the Borrowing for all purposesCredit Advances. (e) The failure of any Lender to make the Advance to be made by it as part of the Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of the Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of the Borrowing.

Making the Advances. (a) The Each Borrowing shall be made on notice, given (i) (x) in the case of a Borrowing comprising Eurodollar RateTerm Benchmark Advances, not later than 11:00 A.M. a.m. (New York City time) on the third U.S. Government Securities Business Day prior to the date of the proposed Borrowing Borrowing, or (y) in the case of any part an RFR Borrowing, if applicable, not later than 11:00 a.m. (New York time) on the fifth U.S. Government Securities Business Day prior to the date of the proposed Borrowing, and (ii) in the case of a Borrowing consisting of Eurodollar comprising Alternate Base Rate Advances, or 10:30 A.M. not later than 11:00 a.m. (New York City time) on the date of the proposed Borrowing in the case of any part of the Borrowing consisting of Base Rate AdvancesBorrowing, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telephone, confirmed immediately in writing, or by telecopierthereof. Such notice Each such Notice of Borrowing (by the "Notice of Borrowing") Borrower shall be by telephone, confirmed immediately in writing, email or telecopierany other electronic manner reasonably acceptable to the Administrative Agent, in substantially the form of Exhibit B C hereto, specifying therein the requested (iA) date of the such Borrowing, (iiB) Type of Advances comprising the to be made in connection with such Borrowing, (iiiC) aggregate amount of the Borrowing and such Borrowing, (ivD) in the case of any part of the a Borrowing consisting of comprising Eurodollar Rate RateTerm Benchmark Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01, and (E) the identity of the Borrower requesting such Borrowing. The Borrower may request that more than one Borrowing be made on any date. Each Lender shall, before 11:00 A.M. 1:00 p.m. (New York City time) on the date of the such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's Accountits address referred to in Section 8.02, in same day funds, such Lender's ratable portion of the Borrowing in accordance with the Commitments ’s Percentage of such Lender and the other LendersBorrowing. After the Administrative Agent's ’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting at the Borrower's AccountAdministrative Agent’s aforesaid address. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Group of Advances if the aggregate amount of such Group of Advances is less than $5,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09(c) and (ii) the Advances may not be outstanding as part of more than four separate Groups of Advances. (c) The Each Notice of Borrowing delivered by the Borrower shall be irrevocable and binding on the Borrower. In the case of any part of the Borrowing that the Notice of Borrowing specifies is to be comprised of delivered by the Borrower requesting Eurodollar Rate RateTerm Benchmark Advances (or, if applicable, RFR Advances), the Borrower shall, within 15 days after demand, shall indemnify each Lender against any loss, cost or expense (but excluding loss of margin for any day after the date specified in the Notice of Borrowing for such Advance) incurred by such Lender as a result of any failure by the Borrower to fulfill on or before the date specified in the such Notice of Borrowing for such Advance the applicable conditions set forth in Article III, including, without limitation, any lossloss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment redeployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of the such Borrowing when such Advance, as a result of such failure, is not made on such date, provided that such Lender shall have delivered to the Borrower a certificate setting forth in reasonable detail the amount of, the basis for and the calculation of, such loss, cost or expense, which certificate shall be conclusive in the absence of manifest error. (dc) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one U.S. Government Securities Business Day prior to the date of a Borrowing comprising Eurodollar RateTerm Benchmark Advances (or, if applicable, RFR Advances) or (B) 12:00 p.m. (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender Xxxxxx will not make available to the Administrative Agent such Lender's ratable portion Xxxxxx’s Percentage of the such Borrowing, the Administrative Agent may assume that such Lender Xxxxxx has made such portion available to the 753190981 Administrative Agent on the date of the such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative 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 not have so made such ratable portion Percentage of such Borrowing available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay 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 or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such the time under Section 2.06 to Advances comprising the made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay repay to the Administrative Agent such corresponding amount, such amount so paid repaid shall constitute such Lender's ’s Advance as part of the such Borrowing for all purposespurposes of this Agreement. (ed) The obligations of the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to make the Advance to be made by it as part of the any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of the such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of the any Borrowing.

Making the Advances. (a) The Each Revolving Advance shall, at the option of the Borrowers, be made either as a Base Rate Advance or as a LIBO Rate Advance (except for the first three Business Days after the Agreement Date, during which period such Advances shall bear interest as a Base Rate Advance); provided, however, that (i) if the Borrowers fail to give the Administrative Agent three Business Days’ written notice specifying whether a LIBO Rate Advance is to be repaid or reborrowed on the last day of the applicable Interest Period for such LIBO Rate Advance, such LIBO Rate Advance shall be repaid and then reborrowed as a Base Rate Advance on such date, (ii) the Borrowers may not select a LIBO Rate Advance (A) with respect to the Swing Line Advances, (B) with respect to an Advance, the proceeds of which are to reimburse an Issuing Bank pursuant to Section 2.1(c) hereof, or (C) if, at the time of such Advance, a Default or an Event of Default has occurred and is continuing, and (iii) any Conversion of LIBO Rate Advances into Base Rate Advances shall only be made on the last day of the Interest Period for such LIBO Rate Advances, unless Borrowers pay to the Administrative Agent the amounts due under Section 10.3 hereof. Each Revolving Advance shall be made, to the extent that a Lender is so obligated under Section 2.1, on written notice from the Borrower requesting such Revolving Advance to the Administrative Agent delivered before 11:00 A.M. (New York City time) on, (i) in the case of a LIBO Rate Advance, a Business Day which is at least three (3) Business Days prior to the first day of the Interest Period for such LIBO Rate Advance, and (ii) in the case of a Base Rate Advance, on or before the Business Day for the making of such Advance, in each case, specifying (v) whether the Revolving Advance is a new borrowing, or a continuation or Conversion of, a Revolving Advance under the Commitments, (w) the Type of Revolving Advance to be made, (x) the date on which such Revolving Advance is to be made, (y) the amount of such Revolving Advance (which amounts shall be allocated by the Administrative Agent among the Lenders, in the case of a Revolving Advance, on a pro rata basis in accordance with each Lender’s Pro Rata Share of such Revolving Advance), and (z) in the case of proposed LIBO Rate Advances, the Interest Period therefor (which Interest Period shall be the same for each Lender) (such written notice to be substantially in the form of Exhibit B attached hereto, and being hereinafter referred to as the “Notice of Revolving Borrowing”). Each such Notice of Revolving Borrowing shall be sent by electronic mail or facsimile and signed by the chief financial officer, Vice President of Corporate Finance or the Vice President of Treasury or corporate controller of Del Monte Fresh Produce Company. Each Lender making a Revolving Advance shall, before 1:00 P.M. (New York City time) on the date such Revolving Advance is to be made, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s Pro Rata Share of such Revolving Advance. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article 3, the Administrative Agent will make such funds available to the requesting Borrower by crediting the account of such Borrower set forth in the Notice of Revolving Borrowing pursuant to which the Revolving Advance is being made. (b) Each Swing Line Advance shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of any part of the Borrowing consisting of Eurodollar Rate Advances, or 10:30 A.M. (New York City time) on the date of the proposed Borrowing in the case of any part of the Borrowing consisting of Base Rate AdvancesSwing Line Advance, by the any Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telephone, confirmed immediately in writing, or by telecopierSwing Line Bank. Such Each such notice of Borrowing a proposed Swing Line borrowing (the "a “Notice of Swing Line Borrowing"”) shall be by telephone, confirmed immediately in writing, or telecopier, in substantially the form of Exhibit B heretoelectronic mail or facsimile, specifying therein the requested (i) date of the Borrowing, on which such Swing Line Advance is to be made and (ii) Type of Advances comprising the Borrowing, (iii) aggregate amount of the Borrowing and (iv) in the case of any part of the Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Swing Line Advance. Each Lender shallThe Swing Line Bank, before 11:00 A.M. (New York City time) on the date of the Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's Account, in same day funds, such Lender's ratable portion of the Borrowing in accordance with the Commitments of such Lender and the other Lenders. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III3, will make the amount thereof available, no later than 4:00 P.M. (New York City time) on such Business Day, to the requesting Borrower in same day funds by crediting the account of such Borrower set forth in the Notice of Swing Line Borrowing pursuant to which the Swing Line Advance is being made. At any time the Swing Line Bank makes a Swing Line Advance, each Lender (other than the Swing Line Bank) shall be deemed, without further action by any Person, to have purchased from the Swing Line Bank an unfunded participation in any such Swing Line Advance in an amount equal to such Lender’s Pro Rata Share of such Swing Line Advance and shall be obligated to fund such participation as a Revolving Advance at such time and in the manner provided below. Each such Lender’s obligation to participate in, purchase and fund such participating interests shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (A) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swing Line Bank or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default or an Event of Default or the termination of the Commitments; (C) any adverse change in the condition (financial or otherwise) of the requesting Borrower or any other Person; (D) any breach of this Agreement by any Borrower or any other Lender; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Each Borrower hereby consents to each such sale and assignment. Each Lender agrees to fund its Pro Rata Share of an outstanding Swing Line Advance on (X) the Business Day on which demand therefor is made by the Swing Line Bank, provided that such demand is made not later than 11:00 A.M. (New York City time) on such Business Day, or (Y) the first Business Day next succeeding such demand if such demand is made after such time. Upon any such assignment by the Swing Line Bank to any other Lender of a participation in a Swing Line Advance, the Swing Line Bank represents and warrants to such other Lender that it is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Swing Line Advance, the Loan Documents or the Borrower to which such Swing Line Advance was made. If and to the extent that any Lender shall not have so made the amount of such participation in such Swing Line Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent will make forthwith on demand such funds available amount together with interest thereon, for each day from the date of request by the Swing Line Bank until the date such amount is paid to the Borrower by crediting Administrative Agent, at the Borrower's Account. (b) Anything in subsection (a) above Federal Funds Rate. If such Lender shall pay to the contrary notwithstandingAdministrative Agent such amount for the account of the Swing Line Bank on any Business Day, (i) such amount so paid in respect of principal shall constitute a Revolving Advance made by such Lender on such Business Day for purposes of this Agreement, and the Borrower may not select Eurodollar Rate Advances for any Group of Advances if the aggregate outstanding principal amount of the Swing Line Advance made by the Swing Line Bank shall be reduced by such Group of Advances is less than $5,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09(c) and (ii) the Advances may not be outstanding as part of more than four separate Groups of Advancesamount on such Business Day. (c) The Each Notice of Revolving Borrowing and Notice of Swing Line Borrowing shall be irrevocable and binding on the Borrower. In Borrowers requesting the case of any part of the Borrowing that the Advances covered by such Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the and such Borrower shall, within 15 days after demand, shall indemnify each Lender against any loss, cost loss or expense (but excluding loss of margin for any day after the date specified in the Notice of Borrowing for such Advance) incurred by such Lender as a result of any failure to fulfill on or before before, as applicable, the date specified in the Notice of Borrowing for such Advance the applicable conditions set forth in Article III3, including, without limitation, any loss, cost loss (excluding loss of anticipated profits) or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender (and the Administrative Agent in the case of Advances by the Administrative Agent pursuant to Section 2.2(d)) to fund the such Advance to be made by such Lender as part of the Borrowing when such Advance, as a result of such failure, is not made on such date, provided that such Lender shall have delivered to the Borrower a certificate setting forth in reasonable detail the amount of, the basis for and the calculation of, such loss, cost or expense, which certificate shall be conclusive in the absence of manifest error. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of the Borrowing any Revolving Advance, that such Lender will not make available to the Administrative Agent such Lender's ratable portion ’s Pro Rata Share of the Borrowingsuch Revolving Advance, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of the Borrowing such Revolving Advance in accordance with subsection (a) of this Section 2.02 2.2 and the Administrative Agent may, in reliance upon such assumption, make available to the requesting Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the requesting Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the requesting Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of repayment or payment by the Borrower, the interest rate applicable at such time under Section 2.06 2.6 to Advances comprising the Borrowing such Revolving Advance, and (ii) in the case of repayment or payment by such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender's ’s Revolving Advance as part of the Borrowing for all purposes. (e) The failure of any Lender to make the any Advance required to be made by it as part of the Borrowing shall not relieve any other Lender of its obligation, if any, hereunder under this Agreement to make its any Advance on the date of the Borrowingrequired to be made by it, but no Lender shall be responsible for the failure of any other Lender to make the any Advance required to be made by such other Lender on Lender. (f) Notwithstanding anything in this Agreement to the date contrary, LIBO Rate Advances may not be outstanding as part of more than 15 separate Borrowings in the Borrowingaggregate. Each LIBO Rate Advance shall be in an amount of U.S.$5,000,000 or an integral multiple of U.S.$100,000 in excess thereof. Each Base Rate Advance (other than the initial Base Rate Advance hereunder) shall be in an amount of U.S.$1,000,000 or an integral multiple of U.S. $100,000 in excess thereof.

Making the Advances. (a) The Each Borrowing shall be in an amount not less than $5,000,000 (or, if less, the Commitments at such time) or an integral multiple of $1,000,000 in excess thereof and shall consist of Eurodollar Rate Advances made on the same day by the Lenders ratably according to their respective Commitment Percentages; provided that, if a Eurodollar Rate Advance is unavailable under Section 2.08 or 2.11, such Borrowing shall consist of Base Rate Advances. Each Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day (or, only in the case a Eurodollar Rate Advance is unavailable under Section 2.08 or 2.11, in the case of a Borrowing consisting of Base Rate Advances, not later than 9:30 A.M. on the date of the proposed Borrowing) prior to the date of the proposed Borrowing in the case of any part of the Borrowing consisting of Eurodollar Rate Advances, or 10:30 A.M. (New York City time) on the date of the proposed Borrowing in the case of any part of the Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt written notice. Each such notice thereof of a Borrowing under this Section 2.02 (a “Notice of Borrowing”) shall be in writing or may be delivered by telephone, if confirmed immediately in writing, writing or by telecopier. Such notice of Borrowing (the "Notice of Borrowing") shall be by telephone, confirmed immediately in writing, or telecopier, fax in substantially the form of Exhibit B A hereto, specifying therein the requested (i) date of the Borrowing Date for such Borrowing, which shall be a Business Day, (ii) Type aggregate amount of Advances comprising the such Borrowing, (iii) aggregate amount the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the Borrowing term “Interest Period”, and (iv) in the case of any part location and number of the Borrowing consisting account of Eurodollar Rate Advances, initial Interest Period for each such Advancethe Borrower to which the funds are to be disbursed. Each Lender shall, before 11:00 A.M. (New York City time) 12:00 Noon on the date of the Borrowingapplicable Borrowing Date, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's ’s Account, in same day funds, such Lender's ’s ratable portion of the Borrowing in accordance with the Commitments of to be made on such Lender and the other LendersBorrowing Date. After the Administrative Agent's ’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIISection 3.02, the Administrative Agent will promptly make such funds available to the Borrower by crediting in such manner as the Borrower's AccountBorrower shall have specified in the applicable Notice of Borrowing and as shall be reasonably acceptable to the Administrative Agent. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Group of Advances if the aggregate amount of such Group of Advances is less than $5,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09(c) and (ii) the Advances may not be outstanding as part of more than four separate Groups of Advances. (c) The Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any part of the Borrowing that the Notice of Borrowing specifies is to be comprised of Eurodollar Rate AdvancesBorrowing, the Borrower shall, within 15 days after demand, shall indemnify each Lender against any loss, cost or expense (but excluding loss of margin for any day after the date specified in the Notice of Borrowing for such Advance) incurred by such Lender as a result of any failure to fulfill on or before the date specified in the such Notice of Borrowing for such Advance Borrowing the applicable conditions set forth in Article IIISection 3.02, including, without limitation, any lossloss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of the such Borrowing when such Advance, as a result of such failure, is not made on such date, provided that such Lender shall have delivered to the Borrower a certificate setting forth in reasonable detail the amount of, the basis for and the calculation of, such loss, cost or expense, which certificate shall be conclusive in the absence of manifest error. (dc) Unless the Administrative Agent shall have received notice in writing from a Lender prior to any Borrowing Date or, in the date case of a Base Rate Advance, prior to the Borrowing time of Borrowing, that such Lender will not make available to the Administrative Agent such Lender's ratable portion ’s Advance as part of the BorrowingBorrowing to be made on such Borrowing Date, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of the such Borrowing Date in accordance with subsection (a) of this Section 2.02 2.02, and the Administrative Agent maymay (but it shall not be required to), 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 not have so made such ratable portion Advance available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay 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 or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such the time under Section 2.06 to Advances comprising the such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay repay to the Administrative Agent such corresponding amount, such amount so paid repaid shall constitute such Lender's ’s Advance as part of the such Borrowing for all purposespurposes of this Agreement. (ed) The failure of any Lender to make the Advance to be made by it as part of the any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of the such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of the any Borrowing.

Making the Advances. (a) The Except as otherwise provided in Section 2.02(b), or 2.03, each Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) (or 5:30 P.M. (New York City time) in the case of any Base Rate Advance in the Initial Extension of Credit) on the third Business Day prior to the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, or 10:30 A.M. (New York City time) on the first Business Day prior to the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telephone, confirmed immediately in writing, telex or by telecopier. Such Each such notice of a Borrowing (the "a “Notice of Borrowing"”) shall be by telephone, confirmed immediately promptly in writing, or telex or telecopier, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of the such Borrowing, (ii) the Facility under which such Borrowing is to be made, (iii) Type of Advances comprising the such Borrowing, (iiiiv) aggregate amount of the such Borrowing and (ivv) in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shall, before 11:00 A.M. (New York City time) on the date of the such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's ’s Account, in same day funds, such Lender's ’s ratable portion of the such Borrowing in accordance with the respective Commitments of such Lender and the other Lenders. After the Administrative Agent's ’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower's Account. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) ’s Account or such other account as the Borrower may not select Eurodollar Rate Advances for any Group of Advances if the aggregate amount of such Group of Advances is less than $5,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09(c) and (ii) the Advances may not be outstanding as part of more than four separate Groups of Advances. (c) The Notice of Borrowing shall be irrevocable and binding on the Borrower. In request; provided, however, that, in the case of any part of the Borrowing that the Notice of Borrowing specifies is to be comprised of Eurodollar Rate Revolving Credit Advances, the Borrower shall, within 15 days after demand, indemnify each Lender against any loss, cost or expense (but excluding loss of margin for any day after the date specified in the Notice of Borrowing for such Advance) incurred by such Lender as a result of any failure to fulfill on or before the date specified in the Notice of Borrowing for such Advance the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of the Borrowing when such Advance, as a result of such failure, is not made on such date, provided that such Lender shall have delivered to the Borrower a certificate setting forth in reasonable detail the amount of, the basis for and the calculation of, such loss, cost or expense, which certificate shall be conclusive in the absence of manifest error. (d) Unless the Administrative Agent shall have received notice from a Lender prior first apply such funds to prepay ratably the date aggregate principal amount of the Borrowing that such Lender will not make available to the Administrative Agent such Lender's ratable portion any Letter of the Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent Credit Advances outstanding on the date of the Borrowing in accordance with subsection (a) of this Section 2.02 such Borrowing, plus interest accrued and the Administrative Agent may, in reliance upon such assumption, make available unpaid thereon to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such time under Section 2.06 to Advances comprising the Borrowing and (ii) in the case as of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender's Advance as part of the Borrowing for all purposesdate. (e) The failure of any Lender to make the Advance to be made by it as part of the Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of the Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of the Borrowing.

Making the Advances. (a) The Except as otherwise provided in Section 2.3 or, with respect to Swing Line Advances, in Section 2.2(b), each Borrowing shall be made on notice, given not later than 11:00 A.M. 2:00 P.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of any part of the Borrowing consisting of Eurodollar Rate Advances, or 10:30 A.M. (New York City time) Advances and on the first Business Day prior to the date of the proposed Borrowing in the case of any part of the Borrowing consisting of Base Prime Rate Advances, Advances by the Borrower to the Administrative Agent, which shall give to each appropriate Lender prompt notice thereof by telephone, confirmed immediately in writing, telex or by telecopier. Such Each such notice of a Borrowing (the a "Notice of Borrowing") shall may be by telephone, confirmed immediately promptly in writing, or telecopier, telex or telecopier in substantially the form of Exhibit B E hereto, specifying therein the requested (i) date of the such Borrowing, (ii) Facility under which such Borrowing is to be made, (iii) Type of Advances comprising the such Borrowing, (iiiiv) aggregate amount of the such Borrowing and (ivv) in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Following timely notice by the Administrative Agent, each appropriate Lender shall, before 11:00 A.M. no later than 1:00 P.M. (New York City time) on the date of the such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's Account, in same day funds, such Lender's ratable portion of the such Borrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other appropriate Lenders. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III3, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower's Account; provided, however, that in the case of any Revolving Credit Borrowing, the Administrative Agent shall first make a portion of such funds equal to the aggregate principal amount of Letter of Credit Advances made by the applicable Issuing Bank and by any other Revolving Credit Lender and outstanding on the date of such Revolving Credit Borrowing, plus interest accrued and unpaid thereon to and as of such date, available to the applicable Issuing Bank and such other Revolving Credit Lenders for repayment of Letter of Credit Advances. (b) Each Swing Line Borrowing shall be made either (x) on notice, given not later than 2:00 P.M. (New York time) on the date of the proposed Swing Line Borrowing, by the Borrower to the Swing Line Bank and the Administrative Agent or (y) pursuant to other arrangements, including, by way of example and not of limitation, arrangements for daily repayments and borrowings on each Business Day, which are satisfactory in form and substance to the Swing Line Bank, the Administrative Agent and the Borrower. Each notice of a Swing Line Borrowing pursuant to clause (x) in the immediately preceding sentence (a "Notice of Swing Line Borrowing") may be by telephone, confirmed promptly in writing, or telex or telecopier, specifying therein the requested (i) date of such Borrowing, (ii) amount of such Borrowing and (iii) maturity of such Borrowing (which maturity shall be no later than the seventh day after the requested date of such Borrowing). The Swing Line Bank will make the amount of a requested Swing Line Advance available to the Administrative Agent at the Administrative Agent's Account, in same day funds. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article 3, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower's Account. Upon written demand by the Swing Line Bank, with a copy of such demand to the Administrative Agent, each other Revolving Credit Lender shall purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign to each such other Revolving Credit Lender, such other Lender's Pro Rata Share of all outstanding Swing Line Advances as of the date of such demand, by deposit to the Administrative Agent's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of Swing Line Advances to be purchased by such Lender. The Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Lender agrees to purchase its Pro Rata Share of outstanding Swing Line Advances on (i) the Business Day on which demand therefor is made by the Swing Line Bank; provided that notice of such demand is given not later than 12:00 P.M. (New York time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Swing Line Bank to any other Revolving Credit Lender of a portion of a Swing Line Advance, the Swing Line Bank represents and warrants to such other Lender that the Swing Line Bank is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Swing Line Advance, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such Swing Line Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent, for the account of the Swing Line Bank, forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Swing Line Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such amount for the account of the Swing Line Bank on any Business Day, such amount so paid in respect of principal shall constitute a Swing Line Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Swing Line Advance made by the Swing Line Bank shall be reduced by such amount on such Business Day. (c) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Group of Advances if the aggregate amount of such Group of Advances is less than $5,000,000 or if the obligation of the appropriate Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09(c) 2.9 or Section 2.10, and (ii) the Eurodollar Rate Advances made on any date may not be outstanding as part of more than four twelve (12) separate Groups of AdvancesBorrowings. (cd) The Each Notice of Borrowing and Notice of Swing Line Borrowing shall be irrevocable and binding on the Borrower. In the case of any part of the Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall, within 15 days after demand, shall indemnify each appropriate Lender against any loss, cost or expense (but excluding loss of margin for any day after the date specified in the Notice of Borrowing for such Advance) incurred by such Lender as a result of any failure to fulfill on or before the date specified in the such Notice of Borrowing for such Advance Borrowing the applicable conditions set forth in Article III3, including, without limitation, any lossloss (including, without limitation, a return on such liquidation or deployment that would result in such Lender receiving less than it would have received had such Advances remained outstanding until the last day of the Interest Period), cost or expense incurred by reason of the liquidation or reemployment redeployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of the such Borrowing when such Advance, as a result of such failure, is not made on such date, provided that such Lender shall have delivered to the Borrower a certificate setting forth in reasonable detail the amount of, the basis for and the calculation of, such loss, cost or expense, which certificate shall be conclusive in the absence of manifest error. (de) Unless the Administrative Agent shall have received notice from a an appropriate Lender prior to the date of the any Borrowing under a Facility under which such Lender has a Commitment that such Lender will not make available to the Administrative Agent such Lender's ratable portion of the such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of the such Borrowing in accordance with subsection (a) or (b) of this Section 2.02 2.2 and the Administrative 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 not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such time under Section 2.06 2.7 to Advances comprising the such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender's Advance as part of the such Borrowing for all purposes. (ef) The failure of any Lender to make the Advance to be made by it as part of the any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of the such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of the any Borrowing.

Making the Advances. (a) The Except as otherwise provided in Section 2.02(b) or 2.03, each Borrowing shall be made on notice, given not later than 11:00 A.M. 1:00 P.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, or 10:30 A.M. not later than 12:00 P.M. (New York City time) on the date Business Day of the proposed Borrowing in the case of any part of the a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof by telephonetelex, confirmed immediately in writing, telecopier or by telecopierother form of electronic communication. Such Each such notice of a Borrowing (the "a “Notice of Borrowing"”) shall be by telephone, confirmed immediately in writing, or telecopiertelex, telecopier or other form of electronic communication, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of the such Borrowing, (ii) Facility under which such Borrowing is to be made, (iii) Type of Advances comprising the such Borrowing, (iiiiv) aggregate amount of the such Borrowing and (ivv) in the case of any part of the a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Appropriate Lender shall, before 11:00 A.M. 1:00 P.M. (New York City time) on the date of the any Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's ’s Account, in same day funds, such Lender's ’s ratable portion of the such Borrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders. After the Administrative Agent's ’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower's ’s Account. (b) Anything ; provided, however, that, in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Group of Advances if the aggregate amount of such Group of Advances is less than $5,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09(c) and (ii) the Advances may not be outstanding as part of more than four separate Groups of Advances. (c) The Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any part Revolving Credit Borrowing, the Administrative Agent shall first apply such funds to prepay ratably the aggregate principal amount of any Swing Line Advances and Letter of Credit Advances outstanding at such time, together with interest accrued and unpaid thereon to and as of such date. (i) Each Swing Line Borrowing shall be made on notice, given not later than 1:00 P.M. (New York City time) on the date of the proposed Swing Line Borrowing, by the Borrower to the Swing Line Bank and the Administrative Agent. Each such notice of a Swing Line Borrowing that the (a “Notice of Swing Line Borrowing”) shall be by telephone, confirmed immediately in writing, or telex, telecopier or other form of electronic communication, specifying therein the requested (i) date of such Borrowing, (ii) amount of such Borrowing specifies is to and (iii) maturity of such Borrowing (which maturity shall be comprised of Eurodollar Rate Advances, no later than the Borrower shall, within 15 days after demand, indemnify each Lender against any loss, cost or expense (but excluding loss of margin for any day tenth Business Day after the requested date specified of such Borrowing). The Swing Line Bank will make the amount of the requested Swing Line Advances available to the Administrative Agent at the Administrative Agent’s Account, in same day funds. After the Notice Administrative Agent’s receipt of Borrowing for such Advance) incurred by such Lender as a result funds and upon fulfillment of any failure to fulfill on or before the date specified in the Notice of Borrowing for such Advance the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other Administrative Agent will make such funds acquired by such Lender to fund the Advance to be made by such Lender as part of the Borrowing when such Advance, as a result of such failure, is not made on such date, provided that such Lender shall have delivered available to the Borrower a certificate setting forth in reasonable detail by crediting the amount of, the basis for and the calculation of, such loss, cost or expense, which certificate shall be conclusive in the absence of manifest errorBorrower’s Account. (di) Unless The Swing Line Bank may, at any time in its sole and absolute discretion, request on behalf of the Borrower (and the Borrower hereby irrevocably authorizes the Swing Line Bank to so request on its behalf) that each Revolving Credit Lender make a Base Rate Advance in an amount equal to such Lender’s Pro Rata Share of the amount of Swing Line Advances then outstanding. Such request shall be deemed to be a Notice of Borrowing for purposes hereof and shall be made in accordance with the provisions of Sections 2.01(b) and 2.02 (a) without regard solely to the minimum amounts specified therein but subject to the satisfaction of the conditions set forth in Section 3.02. The Swing Line Bank shall furnish the Borrower with a copy of the applicable Notice of Borrowing promptly after delivering such notice to the Administrative Agent Agent. Each Revolving Credit Lender shall have received notice from a Lender prior make an amount equal to the date its Pro Rata Share of the amount specified in such Notice of Borrowing that such Lender will not make available for the account of its Applicable Lending Office to the Administrative Agent such Lender's ratable portion for the account of the Swing Line Bank, by deposit to the Administrative Agent’s Account, in same date funds, not later than 11:00 A.M. on the day specified in such Notice of Borrowing. (ii) If for any reason any Swing Line Advance cannot be refinanced by a Revolving Credit Borrowing as contemplated by Section 2.02(b)(ii), the Administrative Agent may assume request for Base Rate Advances submitted by the applicable Swing Line Bank as set forth in Section 2.02(b)(ii) shall be deemed to be a request by the Swing Line Bank that such Lender has made such portion available each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Advance and each Revolving Credit Lender’s payment to the Administrative Agent on for the date account of the Borrowing Swing Line Bank pursuant to Section 2.02(b)(ii) shall be deemed payment in accordance with subsection respect of such participation. (aiii) of this Section 2.02 and the Administrative 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 any Revolving Credit Lender shall not have so made the amount of its Pro Rata Share of such ratable portion Swing Line Advance available to the Administrative AgentAgent in accordance with the provisions of Section 2.02(b)(ii), such Revolving Credit Lender and the Borrower severally agree agrees to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay together with interest thereon, for each day from the date such amount is made available to of the Borrower applicable Notice of Borrowing delivered by the Swing Line Bank until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such time under Section 2.06 to Advances comprising the Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender's Advance as part of the Borrowing for all purposes. (eiv) The failure of any Lender Each Revolving Credit Lender’s obligation to make Revolving Credit Advances or to purchase and fund risk participations in Swing Line Advances pursuant to this Section 2.02(b) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Advance Swing Line Bank, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to be made by it as part any of the Borrowing shall not relieve any other Lender of its obligationforegoing; provided, if anyhowever, hereunder that each Revolving Credit Lender’s obligation to make its Advance on the date Revolving Credit Advances pursuant to this Section 2.02(b) is subject to satisfaction of the Borrowing, but no Lender conditions set forth in Section 3.02. No funding of risk participations shall be responsible for relieve or otherwise impair the failure of any other Lender to make the Advance to be made by such other Lender on the date obligation of the BorrowingBorrower to repay Swing Line Advances, together with interest as provided herein.