Common use of Making the Advances Clause in Contracts

Making the Advances. (a) Except as otherwise provided in Section 2.02(b) or 2.03 and except that the Term C Borrowing shall be made on the Closing Date, each Borrowing (other than a Swing Line Borrowing) shall be made on notice, given not later than 2:00 P.M. (New York, New York time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised of Eurodollar Rate Advances, or on the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give prompt notice thereof to each Appropriate Lender. Each notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or by telecopier, in substantially the form of Exhibit B-1 hereto, shall be duly executed by a Responsible Officer of the Borrower, and shall specify therein: (i) the requested date of such Borrowing (which shall be a Business Day); (ii) the Facility under which such Borrowing is requested to be made; (iii) the Type of Advances requested to comprise such Borrowing; (iv) the requested aggregate amount of such Borrowing; and (v) in the case of a Borrowing comprised of Eurodollar Rate Advances, the requested duration of the initial Interest Period for each such Advance. Each Appropriate Lender shall, before 2:00 P.M. (New York, New York time) on the date of 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 Pro Rata Share of such Borrowing. 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 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 Revolving Credit Lender and outstanding on the date of such Revolving Credit Borrowing, plus accrued and unpaid interest thereon to and as of such date, available to the Swing Line Bank or the Issuing Bank, as applicable, and such other Revolving Credit Lenders for repayment of such Swing Line Advances and Letter of Credit Advances. (i) Each Swing Line Borrowing shall be made on notice, given not later than 2:00 P.M. (New York, New York time) on the date of the proposed Swing Line Borrowing, by the Borrower to the Swing Line Bank and the Administrative Agent. Each notice of a Swing Line Borrowing (a “Notice of Swing Line Borrowing”) shall be by telephone, confirmed immediately in writing, or telecopier, shall be in substantially the form of Exhibit B-2 hereto and duly executed by a Responsible Officer of the Borrower, and shall specify therein: (A) the requested date of such Borrowing (which shall be a Business Day); (B) the requested amount of such Borrowing; and (C) the requested maturity of such Borrowing (which maturity shall be no later than the seventh day after the requested date of such Borrowing). Upon fulfillment of the applicable conditions set forth in Article III, the Swing Line Bank will make the amount thereof available for the account of its Applicable Lending Office to the Borrower by crediting the Borrower’s Account. (ii) Upon demand by the Swing Line Bank, with a copy of such demand to the Administrative Agent (which shall give prompt notice thereof to each Revolving Credit Lender), each Revolving Credit Lender shall purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign to each such Revolving Credit Lender, such Revolving Credit Lender’s Pro Rata Share of such outstanding Swing Line Borrowing as of the date of such demand, by making available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account for the account of the Swing Line Bank, in same day funds, an amount equal to such Pro Rata Share. Promptly after receipt of such funds, the Administrative Agent shall transfer such funds to the Swing Line Bank at its Applicable Lending Office. Each Revolving Credit Lender hereby agrees to purchase its Pro Rata Share of an outstanding Swing Line Borrowing on (A) the Business Day on which demand therefor is made by the Swing Line Bank so long as notice of such demand is given not later than 12:00 Noon (New York, New York time) on such Business Day or (B) the first Business Day next succeeding such demand if notice of such demand is given after such time. The Borrower hereby agrees to each such sale and assignment. Upon any such assignment by the Swing Line Bank to any Revolving Credit Lender of a portion of a Swing Line Borrowing, the Swing Line Bank represents and warrants to such 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 Borrowing, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made its Pro Rata Share of any applicable Swing Line Borrowing available to the Administrative Agent in accordance with the foregoing provisions of this Section 2.02(b)(ii), such Revolving Credit Lender hereby agrees to pay to the Administrative Agent forthwith on demand the amount of its Pro Rata Share, together with interest thereon, for each day from the date of demand by the Swing Line Bank therefor 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 the amount of its Pro Rata Share 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 all 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. (iii) The obligation of each Revolving Credit Lender to purchase its Pro Rata Share of each outstanding Swing Line Borrowing upon demand by the Swing Line Bank therefor pursuant to clause (ii) of this Section 2.02(b) shall be absolute, unconditional and irrevocable, and shall be made strictly in accordance with the terms of clause (ii) of this Section 2.02(b) under all circumstances, including, without limitation, the following circumstances: (A) any lack of validity or enforceability of any Loan Document or any other agreement or instrument relating thereto; (B) the existence of any claim, set-off, defense or other right that such Revolving Credit Lender may have at any time against the Swing Line Bank, the Borrower or any other Person, whether in connection with the transactions contemplated by the Loan Documents or any unrelated transaction; (C) the occurrence and continuance of any Default or Event of Default; or (D) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

Making the Advances. (a) Except as otherwise provided in Section 2.02(b) or 2.03 and except that the Term C Each Borrowing shall be made on the Closing Date, each Borrowing (other than a Swing Line Borrowing) shall be made on notice, given (i) (x) in the case of a Borrowing comprising Eurodollar RateTerm Benchmark Advances, not later than 2:00 P.M. 11:00 a.m. (New York, New York 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 a Borrowing comprised of Eurodollar Rate Advancesan RFR Borrowing, or if applicable, not later than 11:00 a.m. (New York time) on the first fifth U.S. Government Securities Business Day prior to the date of the proposed Borrowing Borrowing, and (ii) in the case of a Borrowing comprised of comprising Alternate Base Rate Advances, not later than 11:00 a.m. (New York time) on the date of the proposed Borrowing, by the any Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof to each Appropriate Lenderthereof. Each notice of a Borrowing (a “such Notice of Borrowing”) Borrowing by any Borrower shall be by telephone, confirmed immediately in writing, email or by telecopierany other electronic manner reasonably acceptable to the Administrative Agent, in substantially the form of Exhibit B-1 C hereto, shall be duly executed by a Responsible Officer of the Borrower, and shall specify therein: (i) specifying therein the requested (A) date of such Borrowing Borrowing, (which shall be a Business Day); (iiB) the Facility under which such Borrowing is requested to be made; (iii) the Type of Advances requested to comprise be made in connection with such Borrowing; , (ivC) the requested aggregate amount of such Borrowing; and , (vD) in the case of a Borrowing comprised of comprising Eurodollar Rate RateTerm Benchmark Advances, the requested duration of 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. Each Appropriate Borrower may request that more than one Borrowing be made on any date. Each Lender shall, before 2:00 P.M. 1:00 p.m. (New York, New York time) on the date of 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 Pro Rata Share Percentage of such Borrowing. 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 such Borrower at the Administrative Agent’s aforesaid address. (b) Each Notice of Borrowing delivered by any Borrower by crediting the shall be irrevocable and binding on such Borrower’s Account; provided, however, that, in . In the case of any Revolving Credit BorrowingNotice of Borrowing delivered by any Borrower requesting Eurodollar RateTerm Benchmark Advances (or, the Administrative Agent if applicable, RFR Advances), such Borrower shall first make indemnify each Lender against any loss, cost or expense incurred by such Lender as a portion of such funds equal to the aggregate principal amount result of any Swing Line Advances and Letter of Credit Advances made failure by the Swing Line Bank such Borrower to fulfill on or the Issuing Bank, as the case may be, and by any Revolving Credit Lender and outstanding on before the date of specified in such Revolving Credit Borrowing, plus accrued and unpaid interest thereon to and as of such date, available to the Swing Line Bank or the Issuing Bank, as applicable, and such other Revolving Credit Lenders for repayment of such Swing Line Advances and Letter of Credit Advances. (i) Each Swing Line Borrowing shall be made on notice, given not later than 2:00 P.M. (New York, New York time) on the date of the proposed Swing Line Borrowing, by the Borrower to the Swing Line Bank and the Administrative Agent. Each notice of a Swing Line Borrowing (a “Notice of Swing Line Borrowing”) shall be by telephone, confirmed immediately in writing, or telecopier, shall be in substantially the form of Exhibit B-2 hereto and duly executed by a Responsible Officer of the Borrower, and shall specify therein: (A) the requested date of such Borrowing (which shall be a Business Day); (B) the requested amount of such Borrowing; and (C) the requested maturity of such Borrowing (which maturity shall be no later than the seventh day after the requested date of such Borrowing). Upon fulfillment of the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the Swing Line Bank will make liquidation or redeployment of deposits or other funds acquired by such Lender to fund the amount thereof available for the account Advance to be made by such Lender as part of its Applicable Lending Office to the Borrower by crediting the Borrower’s Accountsuch Borrowing when such Advance, as a result of such failure, is not made on such date. (iic) Upon demand by the Swing Line Bank, with a copy of such demand to the Administrative Agent (which shall give prompt notice thereof to each Revolving Credit Lender), each Revolving Credit Lender shall purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign to each such Revolving Credit Lender, such Revolving Credit Lender’s Pro Rata Share of such outstanding Swing Line Borrowing as of the date of such demand, by making available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account for the account of the Swing Line Bank, in same day funds, an amount equal to such Pro Rata Share. Promptly after receipt of such funds, Unless the Administrative Agent shall transfer such funds have received written notice via facsimile transmission from a Lender prior to the Swing Line Bank at its Applicable Lending Office. Each Revolving Credit Lender hereby agrees to purchase its Pro Rata Share of an outstanding Swing Line Borrowing on (A) the 5:00 p.m. (New York time) one U.S. Government Securities Business Day on which demand therefor is made by prior to the Swing Line Bank so long as notice date of such demand is given not later than a Borrowing comprising Eurodollar RateTerm Benchmark Advances (or, if applicable, RFR Advances) or (B) 12:00 Noon p.m. (New York, New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Business Day or (B) Lender will not make available to the first Business Day next succeeding Administrative Agent such demand if notice Lender’s Percentage of such demand is given after such time. The Borrower hereby agrees to each such sale and assignment. Upon any such assignment by the Swing Line Bank to any Revolving Credit Lender of a portion of a Swing Line Borrowing, the Swing Line Bank represents and warrants Administrative Agent may assume that such Lender has made such portion available to such Revolving Credit Lender that the Swing Line Bank is Administrative Agent on the legal and beneficial owner date of such interest being assigned by itBorrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, but makes no other representation or warranty and assumes no responsibility with respect in reliance upon such assumption, make available to the applicable Borrower on such Swing Line Borrowing, the Loan Documents or any Loan Partydate a corresponding amount. If and to the extent that any Revolving Credit such Lender shall not have so made its Pro Rata Share such Percentage of any applicable Swing Line such Borrowing available to the Administrative Agent in accordance with the foregoing provisions of this Section 2.02(b)(ii)Agent, such Revolving Credit Lender hereby agrees and such Borrower severally agree to pay repay to the Administrative Agent forthwith on demand the such corresponding amount of its Pro Rata Share, together with interest thereon, for each day from the date of demand by the Swing Line Bank therefor such amount is made available to such Borrower until the date such amount is paid repaid to the Administrative Agent, at (i) in the case of such Borrower, the interest rate applicable at the time to Advances 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 the amount of its Pro Rata Share for the account of the Swing Line Bank on any Business Daysuch corresponding amount, such amount so paid in respect of principal repaid shall constitute a Swing Line such Lender’s Advance made by as part of such Lender on such Business Day Borrowing for all 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. (iiid) The obligation obligations of each Revolving Credit the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to purchase make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its Pro Rata Share obligation, if any, hereunder to make its Advance on the date of each outstanding Swing Line Borrowing upon demand by the Swing Line Bank therefor pursuant to clause (ii) of this Section 2.02(b) such Borrowing, but no Lender shall be absolute, unconditional and irrevocable, and shall responsible for the failure of any other Lender to make the Advance to be made strictly in accordance with by such other Lender on the terms of clause (ii) of this Section 2.02(b) under all circumstances, including, without limitation, the following circumstances: (A) any lack of validity or enforceability date of any Loan Document or any other agreement or instrument relating thereto; (B) the existence of any claim, set-off, defense or other right that such Revolving Credit Lender may have at any time against the Swing Line Bank, the Borrower or any other Person, whether in connection with the transactions contemplated by the Loan Documents or any unrelated transaction; (C) the occurrence and continuance of any Default or Event of Default; or (D) any other circumstance or happening whatsoever, whether or not similar to any of the foregoingBorrowing.

Making the Advances. (a) Except as otherwise provided in Section 2.02(b2.03(a) or 2.03 and except that the Term C Borrowing shall be with respect to Advances made on the Closing Datepursuant to Section 2.03(c), each Borrowing (other than a Swing Line Borrowing) shall be made on notice, given not later than 2:00 P.M. (x) 10:00 A.M. (New York, New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised consisting of Eurodollar Eurocurrency Rate AdvancesAdvances denominated in Dollars or any Committed Currency (other than Swiss Francs), or (y) 10:00 A.M. (New York City time) on the first fourth Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised consisting of Eurocurrency Rate Advances denominated in Swiss Francs, or (z) 2:00 P.M. (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the any Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof to each Appropriate Lenderin writing. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or by telecopier, writing in substantially the form of Exhibit B-1 B hereto, shall be duly executed by a Responsible Officer of specifying therein the Borrower, and shall specify therein: requested (i) the requested date of such Borrowing (which shall be a Business Day); Borrowing, (ii) the Facility under which Type of Advances comprising such Borrowing is requested to be made; Borrowing, (iii) the Type of Advances requested to comprise such Borrowing; (iv) the requested aggregate amount of such Borrowing; , and (viv) in the case of a Borrowing comprised consisting of Eurodollar Eurocurrency Rate Advances, the requested duration of the initial Interest Period and currency for each such Advance; provided, however, that if any such notice shall fail to specify a currency, Dollars shall be deemed to have been specified. Each Appropriate Lender shall, before 2:00 4:00 P.M. (New York, New York City time) on the date of such Borrowingeach Borrowing denominated in Dollars and before 9:30 A.M (New York City time) on the date of each Borrowing denominated in a Committed Currency, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative applicable Agent’s Account, in same day funds, such Lender’s Pro Rata Share ratable portion of such Borrowing. 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 requesting the BorrowerBorrowing at the Agent’s Account; provided, however, thataddress referred to in Section 9.02 or, in the case of any Revolving Credit Borrowinga Borrowing in a Committed Currency, at the Administrative Agent shall first make a portion of such funds equal to the aggregate principal amount of any Swing Line Advances and Letter of Credit Advances made by the Swing Line Bank or the Issuing Bankapplicable Payment Office, as the case may be, and by any Revolving Credit Lender and outstanding on the date of such Revolving Credit Borrowing, plus accrued and unpaid interest thereon to and as of such date, available to the Swing Line Bank or the Issuing Bank, as applicable, and such other Revolving Credit Lenders for repayment of such Swing Line Advances and Letter of Credit Advances. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) Each Swing Line no Borrower may select Eurocurrency Rate Advances for any Borrowing shall be made on notice, given not later than 2:00 P.M. (New York, New York time) on if the date of the proposed Swing Line Borrowing, by the Borrower to the Swing Line Bank and the Administrative Agent. Each notice of a Swing Line Borrowing (a “Notice of Swing Line Borrowing”) shall be by telephone, confirmed immediately in writing, or telecopier, shall be in substantially the form of Exhibit B-2 hereto and duly executed by a Responsible Officer of the Borrower, and shall specify therein: (A) the requested date aggregate amount of such Borrowing is less than $5,000,000 (which or the Equivalent thereof in a Committed Currency) or if the obligation of the applicable Lenders to make Eurocurrency Rate Advances shall then be suspended pursuant to Section 2.08 or 2.12 and (ii) the Eurocurrency Rate Advances may not be outstanding as part of more than twenty separate Borrowings. (c) Each Notice of Borrowing of any Borrower shall be a Business Day); (B) irrevocable and binding on such Borrower. In the requested amount case of such Borrowing; and (C) any Borrowing that the requested maturity related Notice of Borrowing specifies is to be comprised of Eurocurrency Rate Advances, the applicable Borrower requesting such Borrowing (which maturity shall be no later than indemnify each applicable Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the seventh day after the requested date specified in such Notice of Borrowing for such Borrowing). Upon fulfillment of Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the Swing Line Bank will make liquidation or reemployment of deposits or other funds acquired by such Lender to fund the amount thereof available for the account Advance to be made by such Lender as part of its Applicable Lending Office to the Borrower by crediting the Borrower’s Accountsuch Borrowing when such Advance, as a result of such failure, is not made on such date. (iid) Upon demand by Unless the Swing Line BankAgent shall have received notice from an applicable Lender prior to the time of any Borrowing, except with a copy respect to Borrowings pursuant to Section 2.03(c), that such Lender will not make available to the Agent such Lender’s ratable portion of such demand Borrowing, the Agent may assume that such Lender has made such portion available to the Administrative Agent (which shall give prompt notice thereof to each Revolving Credit Lender), each Revolving Credit Lender shall purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign to each such Revolving Credit Lender, such Revolving Credit Lender’s Pro Rata Share of such outstanding Swing Line Borrowing as of on the date of such demandBorrowing in accordance with subsection (a) or (b) of this Section 2.02 and the Agent may, by making in reliance upon such assumption, make available for the account of its Applicable Lending Office to the Administrative Agent at applicable Borrower proposing the Administrative Agent’s Account for the account of the Swing Line Bank, in same day funds, an amount equal to such Pro Rata Share. Promptly after receipt of such funds, the Administrative Agent shall transfer such funds to the Swing Line Bank at its Applicable Lending Office. Each Revolving Credit Lender hereby agrees to purchase its Pro Rata Share of an outstanding Swing Line Borrowing on (A) the Business Day on which demand therefor is made by the Swing Line Bank so long as notice of such demand is given not later than 12:00 Noon (New York, New York time) on such Business Day or (B) the first Business Day next succeeding such demand if notice of such demand is given after such time. The Borrower hereby agrees to each such sale and assignment. Upon any such assignment by the Swing Line Bank to any Revolving Credit Lender of date a portion of a Swing Line Borrowing, the Swing Line Bank represents and warrants to such 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 Borrowing, the Loan Documents or any Loan Partycorresponding amount. If and to the extent that any Revolving Credit such Lender shall not have so made its Pro Rata Share of any applicable Swing Line Borrowing such ratable portion available to the Administrative Agent in accordance with the foregoing provisions of this Section 2.02(b)(ii)Agent, such Revolving Credit Lender hereby agrees to pay repay to the Administrative Agent forthwith on demand the such corresponding amount of its Pro Rata Share, together with interest thereon, for each day from the date of demand by the Swing Line Bank therefor such amount is made available to such Borrower until the date such amount is paid repaid to the Administrative AgentAgent provided, however, that if such Lender does not repay the Agent such Borrower agrees to repay the Agent forthwith on demand such corresponding amount with interest thereon, at (i) in the case of such Borrower, the higher of (A) the interest rate applicable at the time to the Advances comprising such Borrowing and (B) the cost of funds incurred by the Agent in respect of such amount and (ii) in the case of such Lender, (A) the Federal Funds RateRate in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Lender shall pay repay to the Administrative Agent the amount of its Pro Rata Share for the account of the Swing Line Bank on any Business Daysuch corresponding amount, such amount so paid in respect of principal repaid shall constitute a Swing Line such Lender’s Advance made by as part of such Lender on such Business Day Borrowing for all 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. (iiie) The obligation failure of each Revolving Credit any applicable Lender to purchase its Pro Rata Share of each outstanding Swing Line Borrowing upon demand by make the Swing Line Bank therefor Advance, except Advances made pursuant to clause (ii) Section 2.03(c), to be made by it as part of this Section 2.02(b) any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be absolute, unconditional and irrevocable, and shall responsible for the failure of any other Lender to make the Advance to be made strictly in accordance with by such other Lender on the terms of clause (ii) of this Section 2.02(b) under all circumstances, including, without limitation, the following circumstances: (A) any lack of validity or enforceability date of any Loan Document or any other agreement or instrument relating thereto; (B) the existence of any claim, set-off, defense or other right that such Revolving Credit Lender may have at any time against the Swing Line Bank, the Borrower or any other Person, whether in connection with the transactions contemplated by the Loan Documents or any unrelated transaction; (C) the occurrence and continuance of any Default or Event of Default; or (D) any other circumstance or happening whatsoever, whether or not similar to any of the foregoingBorrowing.

Making the Advances. (a) Except as otherwise provided in ------------------- Section 2.02(b) or 2.03 and except that the Term C Borrowing shall be made on the Closing DateSection 2.03, each Borrowing (other than a Swing Line Borrowing) shall be made on notice, given not later than 2:00 P.M. 11:00 A.M. (New York, New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised consisting of Eurodollar Rate Advances, or on the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof to each Appropriate Lenderby telex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing”"NOTICE OF BORROWING") shall be by telephone, confirmed immediately in writing, or by telex or telecopier, in substantially the form of Exhibit B-1 B hereto, shall be duly executed by a Responsible Officer of specifying therein the Borrower, and shall specify therein: requested (i) the requested date of such Borrowing (which shall be a Business Day); Borrowing, (ii) the Facility under which such Borrowing is requested to be made; , (iii) the Type of Advances requested to comprise comprising such Borrowing; , (iv) the requested aggregate amount of such Borrowing; Borrowing and (v) in the case of a Borrowing comprised consisting of Eurodollar Rate Advances, the requested duration of the initial Interest Period for each such Advance. Each Appropriate Lender shall, before 2:00 P.M. 11:00 A.M. (New York, New York City time) on the date of 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 Pro Rata Share 's ratable portion of such BorrowingBorrowing 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; provided, however, that, in the case of any Revolving Credit Working Capital Borrowing, the Administrative Agent shall first make a portion of such funds equal to the 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 Revolving Credit other Working Capital Lender and outstanding on the date of such Revolving Credit Working Capital Borrowing, plus interest accrued and unpaid interest thereon to and as of such date, available to the Swing Line Bank or and the Issuing Bank, as applicable, Bank and such other Revolving Credit Working Capital Lenders for repayment of such Swing Line Advances and Letter of Credit Advances. (ib) Each Swing Line Borrowing shall be made on notice, given not later than 2:00 P.M. 11:00 A.M. (New York, 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”) "NOTICE OF SWING LINE BORROWING"), shall be by telephone, confirmed immediately in writing, by telex or telecopier, shall be in substantially the form of Exhibit B-2 hereto and duly executed by a Responsible Officer of the BorrowerB hereto, and shall specify therein: (A) specifying therein the requested (i) date of such Borrowing (which shall be a Business Day); , (Bii) the requested amount of such Borrowing; Borrowing and (Ciii) the requested maturity of such Borrowing (which maturity shall be no later than the seventh day after the requested date of such Borrowing). Upon The Swing Line Bank will make the amount thereof available to the Agent at the Agent's Account, in same day funds. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Swing Line Bank Agent will make the amount thereof such funds available for the account of its Applicable Lending Office to the Borrower by crediting the Borrower’s 's Account. (ii) . Upon written demand by the Swing Line Bank, Bank with a copy of such demand to the Administrative Agent (which shall give prompt notice thereof to each Revolving Credit Lender)Agent, each Revolving Credit other Working Capital Lender shall purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign to each such Revolving Credit other Working Capital Lender, such Revolving Credit other Lender’s 's Pro Rata Share of such outstanding Swing Line Borrowing Advance as of the date of such demand, by making available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account for the account of the Swing Line Bank, by deposit to the Agent's Account, in same day funds, an amount equal to such Pro Rata Share. Promptly after receipt the portion of the outstanding principal amount of such funds, the Administrative Agent shall transfer such funds to the Swing Line Bank at its Applicable Lending OfficeAdvance to be purchased by such Lender. The Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Working Capital Lender hereby agrees to purchase its Pro Rata Share of an outstanding Swing Line Borrowing Advance on (Ai) the Business Day on which demand therefor is made by the Swing Line Bank so long as Bank, provided that notice of such demand is given not later than 12:00 Noon 11:00 A.M. (New York, New York City time) on such Business Day or (Bii) the first Business Day next succeeding such demand if notice of such demand is given after such time. The Borrower hereby agrees to each such sale and assignment. Upon any such assignment by the Swing Line Bank to any Revolving Credit other Working Capital Lender of a portion of a Swing Line BorrowingAdvance, the Swing Line Bank represents and warrants to such Revolving Credit 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 BorrowingAdvance, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Working Capital Lender shall not have so made its Pro Rata Share the amount of any applicable such Swing Line Borrowing Advance available to the Administrative Agent in accordance with the foregoing provisions of this Section 2.02(b)(ii)Agent, such Revolving Credit Working Capital Lender hereby agrees to pay to the Administrative Agent forthwith on demand the such amount of its Pro Rata Share, together with interest thereon, for each day from the date of demand by the Swing Line Bank therefor 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 the such amount of its Pro Rata Share 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 all 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. (iiic) The Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for the initial Borrowing hereunder or for any Borrowing if the aggregate amount of such Borrowing is less than $1,000,000 or if the obligation of each Revolving Credit Lender the Appropriate Lenders to purchase its Pro Rata Share make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09 or 2.10 and (ii) with respect to Borrowings consisting of each Eurodollar Rate Advances, the Term A Advances, the Term B Advances and the Working Capital Advances may not be outstanding as part of more than eight separate Borrowings in the aggregate. (d) Each Notice of Borrowing and Notice of Swing Line Borrowing upon demand by the Swing Line Bank therefor pursuant to clause (ii) of this Section 2.02(b) shall be absoluteirrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, unconditional and irrevocablethe Borrower shall indemnify each Appropriate Lender against any loss, and shall be made strictly cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in accordance with such Notice of Borrowing for such Borrowing the terms of clause (ii) of this Section 2.02(b) under all circumstancesapplicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the following circumstances: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 such Borrowing when such Advance, as a result of such failure, is not made on such date. (Ae) any lack of validity or enforceability Unless the Agent shall have received notice from an Appropriate Lender prior to the date of any Loan Document Borrowing under a Facility under which such Lender has a Commitment that such Lender will not make available to the Agent such Lender's ratable portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) or (b) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Agent, such Lender and the Borrower severally agree to repay or pay to the 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 Agent, at (i) in the case of the Borrower, the interest rate applicable at such time under Section 2.07 to Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay to the Agent such corresponding amount, such amount so paid in respect of principal shall constitute such Lender's Advance as part of such Borrowing for all purposes. (f) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other agreement or instrument relating thereto; (B) Lender of its obligation, if any, hereunder to make its Advance on the existence date of such Borrowing, but no Lender shall be responsible for the failure of any claim, set-off, defense or other right that Lender to make the Advance to be made by such Revolving Credit other Lender may have at any time against on the Swing Line Bank, the Borrower or any other Person, whether in connection with the transactions contemplated by the Loan Documents or any unrelated transaction; (C) the occurrence and continuance date of any Default or Event of Default; or (D) any other circumstance or happening whatsoever, whether or not similar to any of the foregoingBorrowing.

Making the Advances. (a) Except as otherwise provided in Section 2.02(b) or 2.03 and except that the Term C Borrowing shall be made on the Closing DateSection 2.03(c), each Borrowing (other than a Swing Line Borrowing) shall be made on notice, given not later than 2:00 P.M. (x) 1:00 p.m. (New York, 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 a Borrowing comprised consisting of Eurodollar EurodollarSOFR Rate Advances, Advances or (y) 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 a Borrowing comprised consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof to each Appropriate Lenderthereof. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, telephone (confirmed immediately in writing) electronic delivery, or by telecopier, telecopier in substantially the form of Exhibit B-1 B hereto, shall be duly executed by a Responsible Officer of specifying therein the Borrower, and shall specify therein: requested (i) the requested date of such Borrowing (which shall be a Business Day); Borrowing, (ii) the Facility under which Type of Advances comprising such Borrowing is requested to be made; Borrowing, (iii) the Type of Advances requested to comprise such Borrowing; (iv) the requested aggregate amount of such Borrowing; , and (viv) in the case of a Borrowing comprised consisting of Eurodollar EurodollarSOFR Rate Advances, the requested duration of the initial Interest Period for each such Advance. Each Appropriate Lender shall, before 2:00 3:00 P.M. (New York, New York City time) on the date of 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 LenderXxxxxx’s Pro Rata Share ratable portion of such Borrowing. 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 consistent with the Borrower’s Accountinstructions set forth in the Notice of Borrowing; provided, however, that, in the case of any a Revolving Credit Borrowing, the Administrative Agent shall first make a portion of such funds equal to the 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 Revolving Credit Lender and outstanding on the date of such Revolving Credit Borrowing, plus interest accrued and unpaid interest thereon to and as of such date, available to the Swing Line Bank or the Issuing Bank, as applicable, and such other Revolving Credit Lenders for repayment of such Swing Line Advances and Letter of Credit Advances. (i) Each Swing Line Borrowing shall be made on notice, given not later than 2:00 P.M. (New York, New York time) on the date of the proposed Swing Line Borrowing, by the Borrower to the Swing Line Bank and the Administrative Agent. Each notice of a Swing Line Borrowing (a “Notice of Swing Line Borrowing”) shall be by telephone, confirmed immediately in writing, or telecopier, shall be in substantially the form of Exhibit B-2 hereto and duly executed by a Responsible Officer of the Borrower, and shall specify therein: (A) the requested date of such Borrowing (which shall be a Business Day); (B) the requested amount of such Borrowing; and (C) the requested maturity of such Borrowing (which maturity shall be no later than the seventh day after the requested date of such Borrowing). Upon fulfillment of the applicable conditions set forth in Article III, the Swing Line Bank will make the amount thereof available for the account of its Applicable Lending Office to the Borrower by crediting the Borrower’s Account. (ii) Upon demand by the Swing Line Bank, with a copy of such demand to the Administrative Agent (which shall give prompt notice thereof to each Revolving Credit Lender), each Revolving Credit Lender shall purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign to each such Revolving Credit Lender, such Revolving Credit Lender’s Pro Rata Share of such outstanding Swing Line Borrowing as of the date of such demand, by making available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account for the account of the Swing Line Bank, in same day funds, an amount equal to such Pro Rata Share. Promptly after receipt of such funds, the Administrative Agent shall transfer such funds to the Swing Line Bank at its Applicable Lending Office. Each Revolving Credit Lender hereby agrees to purchase its Pro Rata Share of an outstanding Swing Line Borrowing on (A) the Business Day on which demand therefor is made by the Swing Line Bank so long as notice of such demand is given not later than 12:00 Noon (New York, New York time) on such Business Day or (B) the first Business Day next succeeding such demand if notice of such demand is given after such time. The Borrower hereby agrees to each such sale and assignment. Upon any such assignment by the Swing Line Bank to any Revolving Credit Lender of a portion of a Swing Line Borrowing, the Swing Line Bank represents and warrants to such 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 Borrowing, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made its Pro Rata Share of any applicable Swing Line Borrowing available to the Administrative Agent in accordance with the foregoing provisions of this Section 2.02(b)(ii), such Revolving Credit Lender hereby agrees to pay to the Administrative Agent forthwith on demand the amount of its Pro Rata Share, together with interest thereon, for each day from the date of demand by the Swing Line Bank therefor 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 the amount of its Pro Rata Share 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 all 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. (iii) The obligation of each Revolving Credit Lender to purchase its Pro Rata Share of each outstanding Swing Line Borrowing upon demand by the Swing Line Bank therefor pursuant to clause (ii) of this Section 2.02(b) shall be absolute, unconditional and irrevocable, and shall be made strictly in accordance with the terms of clause (ii) of this Section 2.02(b) under all circumstances, including, without limitation, the following circumstances: (A) any lack of validity or enforceability of any Loan Document or any other agreement or instrument relating thereto; (B) the existence of any claim, set-off, defense or other right that such Revolving Credit Lender may have at any time against the Swing Line Bank, the Borrower or any other Person, whether in connection with the transactions contemplated by the Loan Documents or any unrelated transaction; (C) the occurrence and continuance of any Default or Event of Default; or (D) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

Making the Advances. (a) Except as otherwise provided in Section 2.02(b) or 2.03 and except that the Term C Borrowing shall be made on the Closing Date2.03, each Borrowing (other than a Swing Line Borrowing) shall be made on notice, given not later than 2:00 P.M. 11:00 A.M. (New York, New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised consisting of Eurodollar Rate Advances, or on the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof to each Appropriate Lenderby telecopier or telex. Each such notice of a Borrowing (a “"Notice of Borrowing”") shall be by telephone, confirmed immediately in writing, or by telecopier, telecopier or telex in substantially the form of Exhibit B-1 hereto, shall be duly executed by a Responsible Officer of specifying therein the Borrower, and shall specify therein: requested (i) the requested date of such Borrowing (which shall be a Business Day); Borrowing, (ii) the Facility under which such Borrowing is requested to be made; , (iii) the Type of Advances requested to comprise comprising such Borrowing; , (iv) the requested aggregate amount of such Borrowing; , and (v) in the case of a Borrowing comprised consisting of Eurodollar Rate Advances, the requested duration of the initial Interest Period for each such Advance. Each Appropriate Lender shall, before 2:00 P.M. 12:00 Noon (New York, New York City time) on the date of 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 Pro Rata Share 's ratable portion of such BorrowingBorrowing 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; 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 Swing Line Advances and Letter of Credit Advances made by the Swing Line Bank or the 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 interest thereon to and as of such date, available to the Swing Line Bank or the such Issuing Bank, as applicablethe case may be, and such other Revolving Credit Lenders for repayment of such Swing Line Advances and Letter of Credit Advances. (i) Each Swing Line Borrowing shall be made on notice, given not later than 2:00 P.M. 11:30 A.M. (New York, 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, writing or telex or telecopier, shall be in substantially specifying therein the form of Exhibit B-2 hereto and duly executed by a Responsible Officer of the Borrower, and shall specify therein: requested (A) the requested date of such Borrowing (which shall be a Business Day); and (B) the requested amount of such Borrowing; Borrowing and shall constitute a representation and warranty by the Borrower (C) upon which the requested maturity Swing Line Bank may conclusively rely, in the absence of such Borrowing (which maturity shall be no later than prior receipt by the seventh day after Swing Line Bank of written notice from an Agent or Revolving Credit Lenders holding at least 51% of the requested date Revolving Credit Commitments that the conditions precedent to the making of such BorrowingSwing Line Advances have not been satisfied or duly waived). Upon fulfillment of the applicable conditions set forth in Article III, the Swing Line Bank will make the amount thereof available for the account of its Applicable Lending Office to the Borrower by crediting the Borrower’s 's Account. (ii) Upon demand by (A) (1) Subject to clause (ii)(B) below, in the event that on any Business Day the Swing Line Bank, with a copy Bank desires that all or any portion of such demand to the Administrative Agent (which shall give prompt notice thereof to each Revolving Credit Lender), each Revolving Credit Lender shall purchase from the one or more Swing Line BankAdvances be paid, and the Swing Line Bank shall sell promptly notify the Administrative Agent to that effect and assign indicate the portion of the Swing Line Advances to be paid. (2) The Administrative Agent agrees to promptly transmit to the Lenders the information contained in each such notice received by the Administrative Agent under clause (ii)(A)(1) above, and shall concurrently notify the other Agents and the Revolving Credit Lenders of each Revolving Credit Lender, such Revolving Credit Lender’s 's Pro Rata Share of such outstanding the Swing Line Borrowing as of the date of such demand, by making available for the account of its Applicable Lending Office Advances (or portion thereof) to be paid. (3) Each Revolving Credit Lender hereby unconditionally and irrevocably agrees to fund to the Administrative Agent at the Administrative Agent’s Account for the account benefit of the Swing Line Bank, in lawful money of the United States and in same day funds, an amount equal to such Pro Rata Share. Promptly after receipt of such funds, the Administrative Agent shall transfer such funds to the Swing Line Bank at its Applicable Lending Office. Each Revolving Credit Lender hereby agrees to purchase its Pro Rata Share of an outstanding Swing Line Borrowing on (A) the Business Day on which demand therefor is made by the Swing Line Bank so long as notice of such demand is given not later than 12:00 Noon noon (New York, New York City time) on such the Business Day or (B) immediately following the first Business Day next succeeding such demand if notice of such demand is given after such time. The Borrower hereby agrees to each such sale and assignment. Upon any such assignment by the Swing Line Bank to any Revolving Credit Lender of a portion of a Swing Line Borrowing, the Swing Line Bank represents and warrants to such Revolving Credit Lender that the Swing Line Bank is the legal and beneficial owner Lender's receipt of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Swing Line Borrowing, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made its Pro Rata Share of any applicable Swing Line Borrowing available to notice from the Administrative Agent in accordance with the foregoing provisions of this Section 2.02(b)(ii), such Revolving Credit Lender hereby agrees to pay to the Administrative Agent forthwith on demand the amount of its Pro Rata Share, together with interest thereon, for each day from the date of demand by the Swing Line Bank therefor until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate. If such (provided that if any Lender shall pay receive such notice at or prior to the Administrative Agent the amount of its Pro Rata Share for the account of the Swing Line Bank 1:00 P.M. (New York City time) on any a Business Day, such amount so paid in respect of principal funding shall constitute a Swing Line Advance be made by such Lender on such Business Day for all purposes Day), a Revolving Credit Advance in the amount of this Agreement, and such Lender's Pro Rata Share of the outstanding principal amount payment of the Swing Line Advance Advances to be made by the Swing Line Bank shall be reduced by such amount on such Business Day. date, regardless, however, of whether (iiix) The obligation the conditions precedent thereto set forth in Article III are then satisfied, (y) the Borrower has provided a Notice of each Borrowing under Section 2.02(a) hereof and (z) the Revolving Credit Lender to purchase its Pro Rata Share of each outstanding Swing Line Borrowing upon demand by the Swing Line Bank therefor pursuant to clause (ii) of this Section 2.02(b) shall be absoluteFacility has been terminated, unconditional and irrevocable, and shall be made strictly in accordance with the terms of clause (ii) of this Section 2.02(b) under all circumstances, including, without limitation, the following circumstances: (A) any lack of validity or enforceability of any Loan Document or any other agreement or instrument relating thereto; (B) the existence of any claim, set-off, defense or other right that such Revolving Credit Lender may have at any time against the Swing Line Bank, the Borrower or any other Person, whether in connection with the transactions contemplated by the Loan Documents or any unrelated transaction; (C) the occurrence and continuance of any Default or Event of Default; or (D) any other circumstance Default exists or happening whatsoever, whether all or not similar to any of the foregoingAdvances have been accelerated, but subject to clause (B) below and subject to the limitations in respect of the amount of Revolving Credit Advances contained in Section 2.01(a). The proceeds of each such Revolving Credit Advance shall be immediately paid over to the Administrative Agent for the benefit of the Swing Line Bank for application to the Swing Line Facility. Each such Revolving Credit Advance shall initially be a Base Rate Advance and shall be deemed to be requested by the Borrower pursuant to Section 2.02(a).

Making the Advances. (a) Except as otherwise ------------------- provided in Section 2.02(b) or 2.03 and except that the Term C Borrowing shall be made on the Closing DateSection 2.03, each Borrowing (other than a Swing Line Borrowing) shall be made on notice, given not later than 2:00 1:00 P.M. (New York, New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised consisting of Eurodollar Rate Advances, or on the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised consisting of Base Rate Advances (except in the case of a Borrowing consisting of Swing Line Advances, which may be made on notice given not later than 1:00 P.M. (New York City time) on the date of the proposed Borrowing), by the Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof to each Appropriate Lenderby telex or telecopier. Each such notice of a Borrowing (a “"Notice of --------- Borrowing”") shall be by telephone, confirmed immediately in writing, or by telex or telecopier, in substantially the --------- form of Exhibit B-1 B hereto, shall be duly executed by a Responsible Officer of specifying therein the Borrower, and shall specify therein: requested (i) the requested date of such Borrowing (which shall be a Business Day); , (ii) the Facility under which such Borrowing is requested to be made; , (iii) the Type of Advances requested to comprise comprising such Borrowing; , (iv) the requested aggregate amount of such Borrowing; Borrowing and (v) in the case of a Borrowing comprised consisting of Eurodollar Rate Advances, the requested duration of the initial Interest Period for each such Advance. Each Appropriate Lender shall, before 2:00 P.M. 11:00 A.M. (New York, New York City time) on the date of 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 Pro Rata Share 's ratable portion of such BorrowingBorrowing 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; provided, however, that, in -------- ------- the case of any Revolving Credit Working Capital Borrowing, the Administrative Agent shall first make a portion of such funds equal to the aggregate principal amount of any Swing Line Advances and Letter of Credit Advances made by the Swing Line Issuing Bank or the Issuing Bank, as the case may be, and by any Revolving Credit other Working Capital Lender and outstanding on the date of such Revolving Credit Working Capital Borrowing, plus interest accrued ---- and unpaid interest thereon to and as of such date, available to the Swing Line Issuing Bank or the Issuing Bank, as applicable, and such other Revolving Credit Working Capital Lenders for repayment of such Swing Line Advances and Letter of Credit Advances. (ib) Each Swing Line Borrowing shall be made on notice, given not later than 2:00 1:00 P.M. (New York, 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 telex or telecopier, shall be in substantially the form of Exhibit B-2 hereto and duly executed by a Responsible Officer of the Borrower, and shall specify therein: (A) specifying therein the requested (i) date of such Borrowing (which shall be a Business Day); , (Bii) the requested amount of such Borrowing; Borrowing and (Ciii) the requested maturity of such Borrowing (which maturity shall be no later than the seventh day after the requested date of such Borrowing). Upon The Swing Line Bank will make the amount set forth in such Notice of Swing Line Borrowing available to the Agent at the Agent's Account, in same day funds. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Swing Line Bank Agent will make the amount thereof such funds available for the account of its Applicable Lending Office to the Borrower by crediting the Borrower’s 's Account. (ii) . Upon written demand by the Swing Line Bank, with a copy of such demand to the Administrative Agent (which shall give prompt notice thereof to each Revolving Credit Lender)Agent, each Revolving Credit other Working Capital Lender shall purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign to each such Revolving Credit other Working Capital Lender, such Revolving Credit other Working Capital Lender’s 's Pro Rata Share of such outstanding Swing Line Borrowing Advance as of the date of such demand, by making available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account for the account of the Swing Line Bank, by deposit to the Agent's Account, in same day funds, an amount equal to such Pro Rata Share. Promptly after receipt the portion of the outstanding principal amount of such funds, the Administrative Agent shall transfer such funds to the Swing Line Bank at its Applicable Lending OfficeAdvance to be purchased by such Working Capital Lender. The Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Working Capital Lender hereby agrees to purchase its Pro Rata Share of an outstanding Swing Line Borrowing Advance on (Ai) the Business Day on which demand therefor is made by the Swing Line Bank so long as Bank; provided that notice of such demand is given not later than 12:00 Noon 11:00 -------- A.M. (New York, New York City time) on such Business Day or (Bii) the first Business Day next succeeding such demand if notice of such demand is given after such time. The Borrower hereby agrees to each such sale and assignment. Upon any such assignment by the Swing Line Bank to any Revolving Credit other Working Capital Lender of a portion of a Swing Line BorrowingAdvance, the Swing Line Bank represents and warrants to such Revolving Credit other Working Capital Lender that the Swing Line Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of all liens, but makes no other representation or warranty and assumes no responsibility with respect to such Swing Line BorrowingAdvance, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Working Capital Lender shall not have so made its Pro Rata Share the amount of any applicable such Swing Line Borrowing Advance available to the Administrative Agent in accordance with the foregoing provisions of this Section 2.02(b)(ii)Agent, such Revolving Credit Working Capital Lender hereby agrees to pay to the Administrative Agent forthwith on demand the such amount of its Pro Rata Share, together with interest thereon, for each day from the date of demand by the Swing Line Bank therefor until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate. If such Working Capital Lender shall pay to the Administrative Agent the such amount of its Pro Rata Share 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 Working Capital Lender on such Business Day for all 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. (iiic) The Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for the initial Borrowing hereunder and for the period from the date of such initial Borrowing to the earlier of (x) three months from such date and (y) the completion of syndication of the Facilities (as shall be determined by the Agent in its sole discretion and as specified by the Agent in a written notice to the Borrower) or for any Borrowing if the aggregate amount of such Borrowing is less than $1,000,000 or if the obligation of each Revolving Credit Lender the Appropriate Lenders to purchase its Pro Rata Share of each outstanding Swing Line Borrowing upon demand by the Swing Line Bank therefor make Eurodollar Rate Advances shall then be suspended pursuant to clause Section 2.09 or 2.10 and (ii) with respect to Borrowings consisting of this Section 2.02(bEurodollar Rate Advances, the Acquisition Advances and the Working Capital Advances may not be outstanding as part of more than ten separate Borrowings in the aggregate. (d) Each Notice of Borrowing shall be absoluteirrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, unconditional and irrevocablethe Borrower shall indemnify each Appropriate Lender against any loss, and shall be made strictly cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in accordance with such Notice of Borrowing for such Borrowing the terms of clause (ii) of this Section 2.02(b) under all circumstancesapplicable conditions set forth in Article III, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the following circumstances: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 such Borrowing when such Advance, as a result of such failure, is not made on such date. (Ae) any lack of validity or enforceability Unless the Agent shall have received written notice from an Appropriate Lender prior to the date of any Loan Document Borrowing under a Facility under which such Lender has a Commitment that such Lender will not make available to the Agent such Lender's ratable portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a), (b) or (c) of this Section 2.02, and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Agent, such Lender and the Borrower severally agree to pay or repay to the 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 to the Agent, at (i) in the case of the Borrower, the interest rate applicable at such time under Section 2.07 to Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay to the Agent such corresponding amount, such amount so paid shall constitute such Lender's Advance as part of such Borrowing for all purposes hereunder. (f) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other agreement or instrument relating thereto; (B) Lender of its obligation, if any, hereunder to make its Advance on the existence date of such Borrowing, but no Lender shall be responsible for the failure of any claim, set-off, defense or other right that Lender to make the Advance to be made by such Revolving Credit other Lender may have at any time against on the Swing Line Bank, the Borrower or any other Person, whether in connection with the transactions contemplated by the Loan Documents or any unrelated transaction; (C) the occurrence and continuance date of any Default or Event of Default; or (D) any other circumstance or happening whatsoever, whether or not similar to any of the foregoingBorrowing.

Making the Advances. (a) Except as otherwise provided in the last sentence of Section 2.02(b2.01(b) or 2.03 and except that in the case of the Term C B-1 Borrowing shall be made on the Closing DateEffective Date which shall require the delivery of a Notice of Borrowing (hereinafter defined) at any time on or before the Effective Date without the necessity of more advance notice as otherwise required in this Section 2.02(a), each Borrowing (other than a Swing Line Borrowing) shall be made on notice, given not later than 2:00 P.M. 11:00 A.M. (New York, New York City time) on (x) in regard to a Borrowing in an aggregate amount less than or equal to $25,000,000, the third tenth (10th) Business Day prior to the date of the proposed Borrowing, and (y) in regard to a Borrowing in an aggregate amount in excess of $25,000,000, the case of a Borrowing comprised of Eurodollar Rate Advances, or on the first twentieth (20th) Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised of Base Rate AdvancesBorrowing, by the Borrower to the Administrative Agent, which shall give prompt notice thereof to each Appropriate LenderLender prompt notice (but in any event by no later than 3:00 P.M. on the date it receives such notice from the Borrower) thereof by telecopier. Each such notice of a Borrowing (a “Notice of Borrowing”"NOTICE OF BORROWING") shall be by telephone, confirmed immediately in writing, or by telecopier, in substantially the form of Exhibit B-1 EXHIBIT B hereto, shall be duly executed by a Responsible Officer of specifying therein the Borrower, and shall specify therein: requested (i) the requested date of such Borrowing (which shall be a Business Day); Borrowing, (ii) the Facility under which Type of Advances comprising such Borrowing is requested to be made; Borrowing, and (iii) the Type of Advances requested to comprise such Borrowing; (iv) the requested aggregate amount of such Borrowing; and (v) . For avoidance of doubt, any Borrowing on the Effective Date in an amount equal to or less than the case of a Borrowing comprised of Eurodollar Rate Advances, the requested duration aggregate amount of the initial Interest Period for each such AdvanceTerm B-1 Commitments shall be deemed to be a Term B-1 Borrowing, and the amount of any Borrowing on the Effective Date in excess of the aggregate amount of the Term B-1 Commitment shall be deemed to be a Term B-2 Borrowing. No more than one Notice of Borrowing may be in effect at any time. Each Appropriate Lender shall, before 2:00 1:00 P.M. (New York, New York City time) on the Effective Date, in the case of the Term B-1 Borrowing, or on the other date of such Borrowing, in the case of each Term B-2 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 Pro Rata Share 's ratable portion of such BorrowingBorrowing 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 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 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 Revolving Credit Lender and outstanding on the date of such Revolving Credit Borrowing, plus accrued and unpaid interest thereon to and as of such date, available to the Swing Line Bank or the Issuing Bank, as applicable, and such other Revolving Credit Lenders for repayment of such Swing Line Advances and Letter of Credit Advances. (i) Each Swing Line Borrowing shall be made on notice, given not later than 2:00 P.M. (New York, New York time) on the date of the proposed Swing Line Borrowing, by the Borrower to the Swing Line Bank and the Administrative Agent. Each notice of a Swing Line Borrowing (a “Notice of Swing Line Borrowing”) shall be by telephone, confirmed immediately in writing, or telecopier, shall be in substantially the form of Exhibit B-2 hereto and duly executed by a Responsible Officer of the Borrower, and shall specify therein: (A) the requested date of such Borrowing (which shall be a Business Day); (B) the requested amount of such Borrowing; and (C) the requested maturity of such Borrowing (which maturity shall be no later than the seventh day after the requested date of such Borrowing). Upon fulfillment of the applicable conditions set forth in Article III, the Swing Line Bank will make the amount thereof available for the account of its Applicable Lending Office to the Borrower by crediting the Borrower’s 's Account. (ii) Upon demand by the Swing Line Bank, with a copy of such demand to the Administrative Agent (which shall give prompt notice thereof to each Revolving Credit Lender), each Revolving Credit Lender shall purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign to each such Revolving Credit Lender, such Revolving Credit Lender’s Pro Rata Share of such outstanding Swing Line Borrowing as of the date of such demand, by making available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account for the account of the Swing Line Bank, in same day funds, an amount equal to such Pro Rata Share. Promptly after receipt of such funds, the Administrative Agent shall transfer such funds to the Swing Line Bank at its Applicable Lending Office. Each Revolving Credit Lender hereby agrees to purchase its Pro Rata Share of an outstanding Swing Line Borrowing on (A) the Business Day on which demand therefor is made by the Swing Line Bank so long as notice of such demand is given not later than 12:00 Noon (New York, New York time) on such Business Day or (B) the first Business Day next succeeding such demand if notice of such demand is given after such time. The Borrower hereby agrees to each such sale and assignment. Upon any such assignment by the Swing Line Bank to any Revolving Credit Lender of a portion of a Swing Line Borrowing, the Swing Line Bank represents and warrants to such 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 Borrowing, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made its Pro Rata Share of any applicable Swing Line Borrowing available to the Administrative Agent in accordance with the foregoing provisions of this Section 2.02(b)(ii), such Revolving Credit Lender hereby agrees to pay to the Administrative Agent forthwith on demand the amount of its Pro Rata Share, together with interest thereon, for each day from the date of demand by the Swing Line Bank therefor 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 the amount of its Pro Rata Share 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 all 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. (iii) The obligation of each Revolving Credit Lender to purchase its Pro Rata Share of each outstanding Swing Line Borrowing upon demand by the Swing Line Bank therefor pursuant to clause (ii) of this Section 2.02(b) shall be absolute, unconditional and irrevocable, and shall be made strictly in accordance with the terms of clause (ii) of this Section 2.02(b) under all circumstances, including, without limitation, the following circumstances: (A) any lack of validity or enforceability of any Loan Document or any other agreement or instrument relating thereto; (B) the existence of any claim, set-off, defense or other right that such Revolving Credit Lender may have at any time against the Swing Line Bank, the Borrower or any other Person, whether in connection with the transactions contemplated by the Loan Documents or any unrelated transaction; (C) the occurrence and continuance of any Default or Event of Default; or (D) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

Making the Advances. (a) Except as otherwise provided in Section 2.02(b) or 2.03 and except that the Term C Borrowing shall be made on the Closing Date2.03(c), each Borrowing (other than a Swing Line Borrowing) shall be made on notice, given not later than 2:00 P.M. (x) 12:00 Noon (New York, New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised consisting of Eurodollar Rate Advances, Advances or (y) 10:00 A.M. (New York City time) on the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give each Lender prompt notice thereof by telecopier or other form of electronic communication satisfactory to each Appropriate Lenderthe Agent. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, writing or by telecopier, telecopier or other form of electronic communication satisfactory to the Agent in substantially the form of Exhibit B-1 B hereto, shall be duly executed by a Responsible Officer of specifying therein the Borrower, and shall specify therein: requested (i) the requested date of such Borrowing (which shall be a Business Day); Borrowing, (ii) the Facility under which Type of Advances comprising such Borrowing is requested to be made; Borrowing, (iii) the Type of Advances requested to comprise such Borrowing; (iv) the requested aggregate amount of such Borrowing; , and (viv) in the case of a Borrowing comprised consisting of Eurodollar Rate Advances, the requested duration of the initial Interest Period for each such Advance. Each Appropriate Lender shall, before 2:00 P.M. 12:00 Noon (New York, New York City time) on the date of 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 Pro Rata Share ratable portion of such Borrowing. 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 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 Revolving Credit Lender and outstanding on the date of such Revolving Credit Borrowing, plus accrued and unpaid interest thereon to and as of such date, available to the Swing Line Bank or the Issuing Bank, as applicable, and such other Revolving Credit Lenders for repayment of such Swing Line Advances and Letter of Credit Advances. (i) Each Swing Line Borrowing shall be made on notice, given not later than 2:00 P.M. (New York, New York time) on the date of the proposed Swing Line Borrowing, by the Borrower to the Swing Line Bank and the Administrative Agent. Each notice of a Swing Line Borrowing (a “Notice of Swing Line Borrowing”) shall be by telephone, confirmed immediately in writing, or telecopier, shall be in substantially the form of Exhibit B-2 hereto and duly executed by a Responsible Officer of the Borrower, and shall specify therein: (A) the requested date of such Borrowing (which shall be a Business Day); (B) the requested amount of such Borrowing; and (C) the requested maturity of such Borrowing (which maturity shall be no later than the seventh day after the requested date of such Borrowing). Upon fulfillment of the applicable conditions set forth in Article III, the Swing Line Bank will make the amount thereof available for the account of its Applicable Lending Office to the Borrower by crediting the Borrower’s Account. (ii) Upon demand by the Swing Line Bank, with a copy of such demand to the Administrative Agent (which shall give prompt notice thereof to each Revolving Credit Lender), each Revolving Credit Lender shall purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign to each such Revolving Credit Lender, such Revolving Credit Lender’s Pro Rata Share of such outstanding Swing Line Borrowing as of the date of such demand, by making available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account for the account of the Swing Line Bank, address referred to in same day funds, an amount equal to such Pro Rata Share. Promptly after receipt of such funds, the Administrative Agent shall transfer such funds to the Swing Line Bank at its Applicable Lending Office. Each Revolving Credit Lender hereby agrees to purchase its Pro Rata Share of an outstanding Swing Line Borrowing on (A) the Business Day on which demand therefor is made by the Swing Line Bank so long as notice of such demand is given not later than 12:00 Noon (New York, New York time) on such Business Day or (B) the first Business Day next succeeding such demand if notice of such demand is given after such time. The Borrower hereby agrees to each such sale and assignment. Upon any such assignment by the Swing Line Bank to any Revolving Credit Lender of a portion of a Swing Line Borrowing, the Swing Line Bank represents and warrants to such 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 Borrowing, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made its Pro Rata Share of any applicable Swing Line Borrowing available to the Administrative Agent in accordance with the foregoing provisions of this Section 2.02(b)(ii), such Revolving Credit Lender hereby agrees to pay to the Administrative Agent forthwith on demand the amount of its Pro Rata Share, together with interest thereon, for each day from the date of demand by the Swing Line Bank therefor 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 the amount of its Pro Rata Share 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 all 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 Day8.02. (iii) The obligation of each Revolving Credit Lender to purchase its Pro Rata Share of each outstanding Swing Line Borrowing upon demand by the Swing Line Bank therefor pursuant to clause (ii) of this Section 2.02(b) shall be absolute, unconditional and irrevocable, and shall be made strictly in accordance with the terms of clause (ii) of this Section 2.02(b) under all circumstances, including, without limitation, the following circumstances: (A) any lack of validity or enforceability of any Loan Document or any other agreement or instrument relating thereto; (B) the existence of any claim, set-off, defense or other right that such Revolving Credit Lender may have at any time against the Swing Line Bank, the Borrower or any other Person, whether in connection with the transactions contemplated by the Loan Documents or any unrelated transaction; (C) the occurrence and continuance of any Default or Event of Default; or (D) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

Making the Advances. (a) Except as otherwise provided in Section 2.02(b) or 2.03 and except that the Term C Borrowing shall be made on the Closing Date2.04(c), each Borrowing (other than a Swing Line Borrowing) shall be made on notice, given not later than 2:00 P.M. (x) 11:00 A.M. (New York, 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 a Borrowing comprised consisting of Eurodollar Term SOFR Rate Advances, or (y) 11:00 A.M. (New York City time) on the first fourth Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised consisting of Alternative Currency Advances or (z) 1:00 P.M. (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the any Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof to each Appropriate Lenderby telecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be made in writing or by telephone, confirmed immediately in writingelectronic mail, or by telecopier, telecopier in substantially the form of Exhibit B-1 hereto, shall be duly executed by a Responsible Officer of specifying therein the Borrower, and shall specify therein: requested (i) the requested date of such Borrowing (which shall be a Business Day); Borrowing, (ii) the Facility under which Type of Advances comprising such Borrowing is requested to be made; Borrowing, (iii) the Type of Advances requested to comprise such Borrowing; (iv) the requested aggregate amount of such Borrowing; , and (viv) in the case of a Borrowing comprised consisting of Eurodollar Term SOFR Rate Advances or Alternative Currency Term Rate Advances, the requested duration of the initial Interest Period and currency for each such Advance. Each Appropriate Lender shall, before 2:00 (x) 3:00 P.M. (New YorkYork City time), in the case of Borrowings denominated in Dollars, and (y) before 9:00 A.M. New York City time) ), in the case of Borrowings denominated in Committed Currencies, on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative applicable Agent’s Account, in same day funds, such LenderXxxxxx’s Pro Rata Share ratable portion of such Borrowing. 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 requesting the BorrowerBorrowing at the Agent’s Account; provided, however, that, address referred to in Section 9.02 or at 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 Swing Line Advances and Letter of Credit Advances made by the Swing Line Bank or the Issuing Bankapplicable Payment Office, as the case may be, and by any Revolving Credit Lender and outstanding on the date of such Revolving Credit Borrowing, plus accrued and unpaid interest thereon to and as of such date, available to the Swing Line Bank or the Issuing Bank, as applicable, and such other Revolving Credit Lenders for repayment of such Swing Line Advances and Letter of Credit Advances. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) Each Swing Line no Borrower may select Term SOFR Rate Advances for any Borrowing shall be made on notice, given not later than 2:00 P.M. (New York, New York time) on if the date of the proposed Swing Line Borrowing, by the Borrower to the Swing Line Bank and the Administrative Agent. Each notice of a Swing Line Borrowing (a “Notice of Swing Line Borrowing”) shall be by telephone, confirmed immediately in writing, or telecopier, shall be in substantially the form of Exhibit B-2 hereto and duly executed by a Responsible Officer of the Borrower, and shall specify therein: (A) the requested date aggregate amount of such Borrowing is less than the Borrowing Minimum or if the obligation of the Lenders to make Term SOFR Rate Advances shall then be suspended pursuant to Section 2.09 or 2.13 and (which ii) the Term SOFR Rate Advances and Alternative Currency Term Rate Advances may not be outstanding as part of more than six separate Borrowings. (c) Each Notice of Borrowing of any Borrower shall be a Business Day); (B) irrevocable and binding on such Borrower. In the requested amount case of such Borrowing; and (C) any Borrowing that the requested maturity related Notice of Borrowing specifies is to be comprised of Term SOFR Rate Advances or Alternative Currency Term Rate Advances, the Borrower requesting such Borrowing (which maturity shall be no later than indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the seventh day after the requested date specified in such Notice of Borrowing for such Borrowing). Upon fulfillment of Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the Swing Line Bank will make liquidation or reemployment of deposits or other funds acquired by such Lender to fund the amount thereof available for the account Advance to be made by such Lender as part of its Applicable Lending Office to the Borrower by crediting the Borrower’s Accountsuch Borrowing when such Advance, as a result of such failure, is not made on such date. (iid) Upon demand by Unless the Swing Line Bank, with Agent shall have received notice from a copy Lender prior to the time of any Borrowing that such Lender will not make available to the Agent such Xxxxxx's ratable portion of such demand Borrowing, the Agent may assume that such Xxxxxx has made such portion available to the Administrative Agent (which shall give prompt notice thereof to each Revolving Credit Lender), each Revolving Credit Lender shall purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign to each such Revolving Credit Lender, such Revolving Credit Lender’s Pro Rata Share of such outstanding Swing Line Borrowing as of on the date of such demandBorrowing in accordance with subsection (a) of this Section 2.02 and the Agent may, by making in reliance upon such assumption, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account for the account of the Swing Line Bank, in same day funds, an amount equal to Borrower requesting such Pro Rata Share. Promptly after receipt of such funds, the Administrative Agent shall transfer such funds to the Swing Line Bank at its Applicable Lending Office. Each Revolving Credit Lender hereby agrees to purchase its Pro Rata Share of an outstanding Swing Line Borrowing on (A) the Business Day on which demand therefor is made by the Swing Line Bank so long as notice of such demand is given not later than 12:00 Noon (New York, New York time) on such Business Day or (B) the first Business Day next succeeding such demand if notice of such demand is given after such time. The Borrower hereby agrees to each such sale and assignment. Upon any such assignment by the Swing Line Bank to any Revolving Credit Lender of date a portion of a Swing Line Borrowing, the Swing Line Bank represents and warrants to such 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 Borrowing, the Loan Documents or any Loan Partycorresponding amount. If and to the extent that any Revolving Credit such Lender shall not have so made its Pro Rata Share of any applicable Swing Line Borrowing such ratable portion available to the Administrative Agent in accordance with the foregoing provisions of this Section 2.02(b)(ii)Agent, such Revolving Credit Lender hereby agrees and such Borrower severally agree to pay repay to the Administrative Agent forthwith on demand the such corresponding amount of its Pro Rata Share, together with interest thereon, for each day from the date of demand by the Swing Line Bank therefor such amount is made available to such Borrower until the date such amount is paid repaid to the Administrative Agent, at (i) in the case of such Borrower, the higher of (A) the interest rate applicable at the time to the Advances comprising such Borrowing and (B) the cost of funds incurred by the Agent in respect of such amount and (ii) in the case of such Lender, (A) the Federal Funds RateRate in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Lender shall pay repay to the Administrative Agent the amount of its Pro Rata Share for the account of the Swing Line Bank on any Business Daysuch corresponding amount, such amount so paid in respect of principal repaid shall constitute a Swing Line such Lender's Advance made by as part of such Lender on such Business Day Borrowing for all 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. (iiie) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of 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. (f) Each Lender at its option may make any Advances by causing any domestic or foreign branch or Affiliate of such Lender to make such Advances; provided that any exercise of such option shall not affect the obligation of each Revolving Credit Lender the applicable Borrower to purchase its Pro Rata Share of each outstanding Swing Line Borrowing upon demand by the Swing Line Bank therefor pursuant to clause (ii) of this Section 2.02(b) shall be absolute, unconditional and irrevocable, and shall be made strictly repay such Advances in accordance with the terms of clause (ii) of this Section 2.02(b) under all circumstances, including, without limitation, the following circumstances: (A) any lack of validity or enforceability of any Loan Document or any other agreement or instrument relating thereto; (B) the existence of any claim, set-off, defense or other right that such Revolving Credit Lender may have at any time against the Swing Line Bank, the Borrower or any other Person, whether in connection with the transactions contemplated by the Loan Documents or any unrelated transaction; (C) the occurrence and continuance of any Default or Event of Default; or (D) any other circumstance or happening whatsoever, whether or not similar to any of the foregoingAgreement.

Making the Advances. (a) Except as otherwise provided in Section 2.02(b) or 2.03 and except that the Term C Borrowing shall be made on the Closing Date2.3 or, with respect to Swing Line Advances, in Section 2.2(b), each Borrowing (other than a Swing Line Borrowing) shall be made on notice, given not later than 2:00 1:00 P.M. (New York, New York time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised of Eurodollar Rate Advances, or Advances and on the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised of Base Prime Rate Advances, by the Borrower Borrowers to the Administrative Agent, which shall give to each appropriate Lender prompt notice thereof to each Appropriate Lenderby telex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing”"NOTICE OF BORROWING") shall may be by telephone, confirmed immediately in writing, or by telecopier, telex or telecopier in substantially the form of Exhibit B-1 heretoEXHIBIT F, shall be duly executed by a Responsible Officer of specifying therein the Borrower, and shall specify therein: requested (i) the requested date of such Borrowing (which shall be a Business Day); Borrowing, (ii) the Facility under which such Borrowing is requested to be made; , (iii) the Type of Advances requested to comprise comprising such Borrowing; , (iv) the requested aggregate amount of such Borrowing; Borrowing and (v) in the case of a Borrowing comprised consisting of Eurodollar Rate Advances, the requested duration of the initial Interest Period for each such Advance. Each Appropriate appropriate Lender shall, before 2:00 P.M. 11:00 A.M. (New York, New York time) on the date of 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 Pro Rata Share 's ratable portion of such BorrowingBorrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other appropriate Lenders. After Upon and to the extent of 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 will, notwithstanding the failure of any Lender to fund its portion of the subject Advance, make such received funds available to the Borrower Borrowers by crediting the Borrower’s Borrowers' Account; providedPROVIDED, howeverHOWEVER, that, 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 Swing Line Advances and Letter of Credit Advances made by the Swing Line Bank or Bank, the Issuing Bank, as the case may be, Bank and by any other Revolving Credit Lender and outstanding on the date of such Revolving Credit Borrowing, plus PLUS interest accrued and unpaid interest thereon to and as of such date, available to the Swing Line Bank or Bank, the Issuing Bank, as applicable, Bank and such other Revolving Credit Lenders for repayment of such Swing Line Advances and Letter of Credit Advances. (ib) Each Swing Line Borrowing shall be made either (x) on notice, given not later than 2:00 1:00 P.M. (New York, New York time) on the date of the proposed Swing Line Borrowing, by the Borrower Borrowers to the Swing Line Bank and the Administrative AgentAgent 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 Borrowers. Each notice of a Swing Line Borrowing pursuant to clause (x) in the immediately preceding sentence (a “Notice of Swing Line Borrowing”"NOTICE OF SWING LINE BORROWING") shall be by telephone, confirmed immediately in writing, or telex or telecopier, shall be in substantially the form of Exhibit B-2 hereto and duly executed by a Responsible Officer of the Borrower, and shall specify therein: (A) specifying therein the requested (i) date of such Borrowing Borrowing, (which shall be a Business Day); (Bii) the requested amount of such Borrowing; Borrowing and (Ciii) the requested maturity of such Borrowing (which maturity shall be no later than the seventh day after the requested date of such Borrowing). Upon fulfillment of If, in its discretion, the applicable conditions set forth in Article IIISwing Line Bank elects to make a requested Swing Line Advance, the Swing Line Bank will make the amount thereof available for the account of its Applicable Lending Office to the Borrower 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 Borrowers by crediting the Borrower’s Borrowers' Account. (ii) . Upon written demand by the Swing Line Bank, with a copy of such demand to the Administrative Agent (which shall give prompt notice thereof to each Revolving Credit Lender)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 Revolving Credit other Lender’s 's Pro Rata Share of such all outstanding Swing Line Borrowing Advances as of the date of such demand, by making available for the account of its Applicable Lending Office deposit to the Administrative Agent at the Administrative Agent’s Account for the account of the Swing Line Bank's Account, in same day funds, an amount equal to such Pro Rata Share. Promptly after receipt the portion of such funds, the Administrative Agent shall transfer such funds to the outstanding principal amount of Swing Line Bank at its Applicable Lending OfficeAdvances to be purchased by such Lender. The Borrowers hereby agree to each such sale and assignment. Each Revolving Credit Lender hereby agrees to purchase its Pro Rata Share of an outstanding Swing Line Borrowing Advances on (Ai) the Business Day on which demand therefor is made by the Swing Line Bank so long as Bank; PROVIDED that notice of such demand is given not later than 12:00 Noon 3:00 P.M. (New York, New York time) on such Business Day Day, or (Bii) the first Business Day next succeeding such demand if notice of such demand is given after such time. The Borrower hereby agrees to each such sale and assignment. Upon any such assignment by the Swing Line Bank to any other Revolving Credit Lender of a portion of a Swing Line BorrowingAdvance, the Swing Line Bank represents and warrants to such Revolving Credit 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 BorrowingAdvance, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made its Pro Rata Share the amount of any applicable such Swing Line Borrowing Advance available to the Administrative Agent in accordance with the foregoing provisions of this Section 2.02(b)(ii)Agent, such Revolving Credit Lender hereby agrees to pay to the Administrative Agent Agent, for the account of the Swing Line Bank, forthwith on demand the such amount of its Pro Rata Share, together with interest thereon, for each day from the date of demand by the Swing Line Bank therefor 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 the such amount of its Pro Rata Share 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 all 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. (iiic) The Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrowers may not select Eurodollar Rate Advances if the obligation of each Revolving Credit Lender the appropriate Lenders to purchase its Pro Rata Share make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.9 or Section 2.10, and (ii) the Eurodollar Rate Advances made on any date may not be outstanding as part of each outstanding more than ten (10) separate Borrowings. (d) Each Notice of Borrowing and Notice of Swing Line Borrowing upon demand by the Swing Line Bank therefor pursuant to clause (ii) of this Section 2.02(b) shall be absoluteirrevocable and binding on the Borrowers. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of or to include Eurodollar Rate Advances, unconditional the Borrowers shall jointly and irrevocableseverally indemnify each appropriate Lender against any loss, and shall be made strictly cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in accordance with such Notice of Borrowing for such Borrowing the terms of clause (ii) of this Section 2.02(b) under all circumstancesapplicable conditions set forth in Article 3, including, without limitation, any loss (including loss of anticipated profits as reasonably determined by such Lender), cost or expense incurred by reason of the following circumstances:liquidation or redeployment of deposits or other funds acquired by such Lender to fund the Eurodollar Rate Advance to be made by such Lender as part of such Borrowing when such Eurodollar Rate Advance, as a result of such failure, is not made on such date. (Ae) any lack of validity or enforceability Unless the Administrative Agent shall have received notice from an appropriate Lender prior to the date of any Loan Document 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 such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) or (b) of this Section 2.2 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers 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 Borrowers 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 Borrowers until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrowers, the interest rate applicable at such time under Section 2.7 to Advances comprising 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 such Borrowing for all purposes. (f) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other agreement Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, or instrument relating thereto; (B) relieve the existence Administrative Agent of its obligation to deliver all funded amounts of Advances to the Borrowers in accordance herewith; but no Lender shall be responsible for the failure of any claim, set-off, defense or other right that Lender to make the Advance to be made by such Revolving Credit other Lender may have at any time against on the Swing Line Bank, the Borrower or any other Person, whether in connection with the transactions contemplated by the Loan Documents or any unrelated transaction; (C) the occurrence and continuance date of any Default or Event of Default; or (D) any other circumstance or happening whatsoever, whether or not similar to any of the foregoingBorrowing.

Making the Advances. (a) Except as otherwise provided in Section 2.02(b2.03(a) or 2.03 and except that the Term C Borrowing shall be with respect to Advances made on the Closing Datepursuant to Section 2.03(c), each Borrowing (other than a Swing Line Borrowing) shall be made on notice, given not later than 2:00 P.M. (x) 10:00 A.M. (New York, New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised consisting of Eurodollar Rate XXXXXXX Advances or XXXXX Advances, or (y) 10:00 A.M. (New York City time) on the first third U.S. Government Securities Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised consisting of Term SOFR Advances, or (z) 2:00 P.M. (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the any Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof to each Appropriate Lenderin writing. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or by telecopier, writing in substantially the form of Exhibit B-1 B hereto, shall be duly executed by a Responsible Officer of specifying therein the Borrower, and shall specify therein: requested (i) the requested date of such Borrowing (which shall be a Business Day); Borrowing, (ii) the Facility under which Type of Advances comprising such Borrowing is requested to be made; Borrowing, (iii) the Type of Advances requested to comprise such Borrowing; (iv) the requested aggregate amount of such Borrowing; and , (viv) in the case of a Borrowing comprised consisting of Eurodollar Rate EURIBOR Advances, the requested duration of the initial Interest Period for each Period, and (v) the currency of such Advance; provided, however, that if any such notice shall fail to specify a currency, Dollars shall be deemed to have been specified. Each Appropriate Lender shall, before 2:00 4:00 P.M. (New York, New York City time) on the date of such Borrowingeach Borrowing denominated in Dollars and before 9:30 A.M (New York City time) on the date of each Borrowing denominated in a Committed Currency, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative applicable Agent’s Account, in same day funds, such LenderXxxxxx’s Pro Rata Share ratable portion of such Borrowing. 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 requesting the BorrowerBorrowing at the Agent’s Account; provided, however, thataddress referred to in Section 9.02 or, in the case of any Revolving Credit Borrowinga Borrowing in a Committed Currency, at the Administrative Agent shall first make a portion of such funds equal to the aggregate principal amount of any Swing Line Advances and Letter of Credit Advances made by the Swing Line Bank or the Issuing Bankapplicable Payment Office, as the case may be, and by any Revolving Credit Lender and outstanding on the date of such Revolving Credit Borrowing, plus accrued and unpaid interest thereon to and as of such date, available to the Swing Line Bank or the Issuing Bank, as applicable, and such other Revolving Credit Lenders for repayment of such Swing Line Advances and Letter of Credit Advances. (i) Each Swing Line Borrowing shall be made on notice, given not later than 2:00 P.M. (New York, New York time) on the date of the proposed Swing Line Borrowing, by the Borrower to the Swing Line Bank and the Administrative Agent. Each notice of a Swing Line Borrowing (a “Notice of Swing Line Borrowing”) shall be by telephone, confirmed immediately in writing, or telecopier, shall be in substantially the form of Exhibit B-2 hereto and duly executed by a Responsible Officer of the Borrower, and shall specify therein: (A) the requested date of such Borrowing (which shall be a Business Day); (B) the requested amount of such Borrowing; and (C) the requested maturity of such Borrowing (which maturity shall be no later than the seventh day after the requested date of such Borrowing). Upon fulfillment of the applicable conditions set forth in Article III, the Swing Line Bank will make the amount thereof available for the account of its Applicable Lending Office to the Borrower by crediting the Borrower’s Account. (ii) Upon demand by the Swing Line Bank, with a copy of such demand to the Administrative Agent (which shall give prompt notice thereof to each Revolving Credit Lender), each Revolving Credit Lender shall purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign to each such Revolving Credit Lender, such Revolving Credit Lender’s Pro Rata Share of such outstanding Swing Line Borrowing as of the date of such demand, by making available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account for the account of the Swing Line Bank, in same day funds, an amount equal to such Pro Rata Share. Promptly after receipt of such funds, the Administrative Agent shall transfer such funds to the Swing Line Bank at its Applicable Lending Office. Each Revolving Credit Lender hereby agrees to purchase its Pro Rata Share of an outstanding Swing Line Borrowing on (A) the Business Day on which demand therefor is made by the Swing Line Bank so long as notice of such demand is given not later than 12:00 Noon (New York, New York time) on such Business Day or (B) the first Business Day next succeeding such demand if notice of such demand is given after such time. The Borrower hereby agrees to each such sale and assignment. Upon any such assignment by the Swing Line Bank to any Revolving Credit Lender of a portion of a Swing Line Borrowing, the Swing Line Bank represents and warrants to such 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 Borrowing, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made its Pro Rata Share of any applicable Swing Line Borrowing available to the Administrative Agent in accordance with the foregoing provisions of this Section 2.02(b)(ii), such Revolving Credit Lender hereby agrees to pay to the Administrative Agent forthwith on demand the amount of its Pro Rata Share, together with interest thereon, for each day from the date of demand by the Swing Line Bank therefor 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 the amount of its Pro Rata Share 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 all 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. (iii) The obligation of each Revolving Credit Lender to purchase its Pro Rata Share of each outstanding Swing Line Borrowing upon demand by the Swing Line Bank therefor pursuant to clause (ii) of this Section 2.02(b) shall be absolute, unconditional and irrevocable, and shall be made strictly in accordance with the terms of clause (ii) of this Section 2.02(b) under all circumstances, including, without limitation, the following circumstances: (A) any lack of validity or enforceability of any Loan Document or any other agreement or instrument relating thereto; (B) the existence of any claim, set-off, defense or other right that such Revolving Credit Lender may have at any time against the Swing Line Bank, the Borrower or any other Person, whether in connection with the transactions contemplated by the Loan Documents or any unrelated transaction; (C) the occurrence and continuance of any Default or Event of Default; or (D) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

Making the Advances. (a) Except as otherwise provided in Section 2.02(b) or 2.03 and except that the Term C Borrowing shall be made on the Closing Date2.03, each Borrowing (other than a Swing Line Borrowing) shall be made on notice, given not later than 2:00 1:00 P.M. (New York, New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised consisting of Eurodollar Rate Advances, or on the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof to each Appropriate Lenderby telex or telecopier. Each such notice of a Borrowing (a “"Notice of Borrowing”") shall be by telephone, confirmed immediately in writing, or by telex or telecopier, in substantially the form of Exhibit B-1 B hereto, shall be duly executed by a Responsible Officer of specifying therein the Borrower, and shall specify therein: requested (i) the requested date of such Borrowing (which shall be a Business Day); Borrowing, (ii) the Facility under which such Borrowing is requested to be made; , (iii) the Type of Advances requested to comprise comprising such Borrowing; , (iv) the requested aggregate amount of such Borrowing; Borrowing and (v) in the case of a Borrowing comprised consisting of Eurodollar Rate Advances, the requested duration of the initial Interest Period for each such Advance. Each Appropriate Lender shall, before 2:00 P.M. (New York, New York City time) on the date of 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 Pro Rata Share 's ratable portion of such BorrowingBorrowing 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; provided, however, that, in the case of any Revolving Credit Working Capital Borrowing, the Administrative Agent shall first make a portion of such funds equal to the 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 Revolving Credit other Working Capital Lender and outstanding on the date of such Revolving Credit Working Capital Borrowing, plus interest accrued and unpaid interest thereon to and as of such date, available to the Swing Line Bank or the Issuing Bank, as applicablethe case may be, and such other Revolving Credit Working Capital Lenders for repayment of such Swing Line Advances and Letter of Credit Advances. (ib) Each Swing Line Borrowing shall be made on notice, given not later than 2:00 1:00 P.M. (New York, 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 telex or telecopier, shall be in substantially the form of Exhibit B-2 hereto and duly executed by a Responsible Officer of the Borrower, and shall specify therein: (A) specifying therein the requested (i) date of such Borrowing Borrowing, (which shall be a Business Day); (Bii) the requested amount of such Borrowing; Borrowing and (Ciii) the requested maturity of such Borrowing (which maturity shall be no later than the seventh day after the requested date of such Borrowing). Upon If, in its sole discretion, it elects to make the requested Swing Line Advance, the Swing Line Bank will 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 Swing Line Bank Administrative Agent will make the amount thereof such funds available for the account of its Applicable Lending Office to the Borrower by crediting the Borrower’s 's Account. (ii) . Upon written demand by the Swing Line Bank, with a copy of such demand to the Administrative Agent (which shall give prompt notice thereof to each Revolving Credit Lender)Agent, each Revolving Credit other Working Capital Lender shall purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign to each such Revolving Credit other Working Capital Lender, such Revolving Credit other Lender’s 's Pro Rata Share of such outstanding Swing Line Borrowing Advance as of the date of such demand, by making available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account for the account of the Swing Line Bank, by deposit to the Administrative Agent's Account, in same day funds, an amount equal to such Pro Rata Share. Promptly after receipt the portion of the outstanding principal amount of such funds, the Administrative Agent shall transfer such funds to the Swing Line Bank at its Applicable Lending OfficeAdvance to be purchased by such Lender. The Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Working Capital Lender hereby agrees to purchase its Pro Rata Share of an outstanding Swing Line Borrowing Advance on (Ai) the Business Day on which demand therefor is made by the Swing Line Bank so long as Bank, provided that notice of such demand is given not later than 12:00 Noon 1:00 P.M. (New York, New York City time) on such Business Day or (Bii) the first Business Day next succeeding such demand if notice of such demand is given after such time. The Borrower hereby agrees to each such sale and assignment. Upon any such assignment by the Swing Line Bank to any Revolving Credit other Working Capital Lender of a portion of a Swing Line BorrowingAdvance, the Swing Line Bank represents and warrants to such Revolving Credit other Working Capital 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 BorrowingAdvance, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Working Capital Lender shall not have so made its Pro Rata Share the amount of any applicable such Swing Line Borrowing Advance available to the Administrative Agent in accordance with the foregoing provisions of this Section 2.02(b)(ii)Agent, such Revolving Credit Working Capital Lender hereby agrees to pay to the Administrative Agent forthwith on demand the such amount of its Pro Rata Share, together with interest thereon, for each day from the date of demand by the Swing Line Bank therefor 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 the such amount of its Pro Rata Share 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 all 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. (iiic) The Anything in subsection (a) above to the contrary notwithstanding, the Borrower may not select Eurodollar Rate Advances for the initial Borrowing hereunder and for the period from the date hereof to the date of entry of the Final Order (or such earlier date as shall be specified in its sole discretion by the Administrative Agent in a written notice to the Borrower and the Lenders) or for any Borrowing if the aggregate amount of such Borrowing is less than $10,000,000 or if the obligation of each Revolving the Appropriate Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09 or 2.10 and (ii) Eurodollar Rate Advances may not be outstanding as part of more than ten separate Borrowings; provided, however, the Borrower may elect Eurodollar Rate Advances for the period from the Initial Extension of Credit Lender through the date of the entry of the Final Order if the duration of the Interest Period for such Eurodollar Rate Advance is one or two weeks provided that the last day of any Interest Period shall not be on any date subsequent to purchase its Pro Rata Share the date of each outstanding the entry of the Final Order. (d) Each Notice of Borrowing and Notice of Swing Line Borrowing upon demand by the Swing Line Bank therefor pursuant to clause (ii) of this Section 2.02(b) shall be absoluteirrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, unconditional and irrevocablethe Borrower shall indemnify each Appropriate Lender against any loss, and shall be made strictly cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in accordance with such Notice of Borrowing for such Borrowing the terms of clause (ii) of this Section 2.02(b) under all circumstancesapplicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the following circumstances: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 such Borrowing when such Advance, as a result of such failure, is not made on such date. (Ae) any lack of validity or enforceability Unless the Administrative Agent shall have received notice from an Appropriate Lender prior to the date of any Loan Document 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 such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with 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 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 2.07 to Advances comprising 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 such Borrowing for all purposes. (f) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other agreement or instrument relating thereto; (B) Lender of its obligation, if any, hereunder to make its Advance on the existence date of such Borrowing, but no Lender shall be responsible for the failure of any claim, set-off, defense or other right that Lender to make the Advance to be made by such Revolving Credit other Lender may have at any time against on the Swing Line Bank, the Borrower or any other Person, whether in connection with the transactions contemplated by the Loan Documents or any unrelated transaction; (C) the occurrence and continuance date of any Default or Event of Default; or (D) any other circumstance or happening whatsoever, whether or not similar to any of the foregoingBorrowing.

Making the Advances. (a) Except as otherwise provided in Section 2.02(b) or 2.03 and except that the Term C Each Borrowing shall be made on the Closing Date, each Borrowing (other than a Swing Line Borrowing) shall be made on notice, given not later than 2:00 P.M. 1:00 p.m. (New York, New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised consisting of Eurodollar Rate Txxx Xxxxxxxxx Advances, or on the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised consisting of Base Rate Advances, by the Borrower Company to the Administrative Agent, which shall give to each Bank prompt notice thereof to each Appropriate Lenderin writing (which may be by e-mail). Each such notice of a Borrowing (a “Notice of Borrowing”) shall be delivered promptly in writing (which may be by telephone, confirmed immediately in writing, or by telecopiere-mail), in substantially the form of Exhibit B-1 heretoapproved by the Administrative Agent and separately provided to the Company, shall be duly executed by a Responsible Officer of specifying therein the Borrower, and shall specify therein: requested (i) the requested date of such Borrowing (which shall be a Business Day); Borrowing, (ii) the Facility under which Type of Advances comprising such Borrowing is requested to be made; Borrowing, (iii) the Type of Advances requested to comprise such Borrowing; (iv) the requested aggregate amount of such Borrowing; Borrowing and (viv) in the case of a Borrowing comprised consisting of Eurodollar Rate Term Benchmark Advances, the requested duration of the initial Interest Period for each such Advance. Each Appropriate Lender Bank shall, before 2:00 P.M. 11:00 a.m. (New YorkYork City time), in the case of a Borrowing consisting of Term Benchmark Advances, or before 2:30 p.m. (New York City time) ), in the case of a Borrowing consisting of Base Rate Advances, on the date of 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 Pro Rata Share ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIISection ‎5.02, 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 ‎10.02; provided that Advances made to finance an LC Reimbursement Obligation as provided in Section ‎2.02 shall be remitted by crediting the Borrower’s Account; providedAdministrative Agent to the respective Issuing Bank or the Banks as their interests may appear. (b) Anything in Section ‎3.02(a) to the contrary notwithstanding, however, that, in (i) the case Company may not select Term Benchmark Advances for any Borrowing if the aggregate amount of such Borrowing is less than $10,000,000 or if the obligation of the Banks to make Txxx Xxxxxxxxx Advances shall then be suspended pursuant to Section ‎3.07 and (ii) the Term Benchmark Advances may not be outstanding as part of more than ten separate Borrowings. (c) Each Notice of Borrowing shall be irrevocable and binding on the Company. (i) Unless the Administrative Agent shall have received notice from a Bank prior to the time of any Revolving Credit Borrowing that such Bank will not make available to the Administrative Agent such Bank’s ratable portion of such Borrowing, the Administrative Agent shall first make a may assume that such Bank has made such portion of such funds equal available to the 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 Revolving Credit Lender and outstanding Administrative Agent on the date of such Revolving Credit BorrowingBorrowing in accordance with Section ‎3.02(a) and the Administrative Agent may, plus accrued and unpaid interest thereon to and as of in reliance upon such dateassumption, make available to the Swing Line Bank or the Issuing Bank, as applicable, and such other Revolving Credit Lenders for repayment of such Swing Line Advances and Letter of Credit Advances. (i) Each Swing Line Borrowing shall be made on notice, given not later than 2:00 P.M. (New York, New York time) on the date of the proposed Swing Line Borrowing, by the Borrower to the Swing Line Bank and the Administrative Agent. Each notice of a Swing Line Borrowing (a “Notice of Swing Line Borrowing”) shall be by telephone, confirmed immediately in writing, or telecopier, shall be in substantially the form of Exhibit B-2 hereto and duly executed by a Responsible Officer of the Borrower, and shall specify therein: (A) the requested date of such Borrowing (which shall be a Business Day); (B) the requested amount of such Borrowing; and (C) the requested maturity of such Borrowing (which maturity shall be no later than the seventh day after the requested date of such Borrowing). Upon fulfillment of the applicable conditions set forth in Article III, the Swing Line Bank will make the amount thereof available for the account of its Applicable Lending Office to the Borrower by crediting the Borrower’s Account. (ii) Upon demand by the Swing Line Bank, with a copy of such demand to the Administrative Agent (which shall give prompt notice thereof to each Revolving Credit Lender), each Revolving Credit Lender shall purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign to each such Revolving Credit Lender, such Revolving Credit Lender’s Pro Rata Share of such outstanding Swing Line Borrowing as of the date of such demand, by making available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account for the account of the Swing Line Bank, in same day funds, an amount equal to such Pro Rata Share. Promptly after receipt of such funds, the Administrative Agent shall transfer such funds to the Swing Line Bank at its Applicable Lending Office. Each Revolving Credit Lender hereby agrees to purchase its Pro Rata Share of an outstanding Swing Line Borrowing on (A) the Business Day on which demand therefor is made by the Swing Line Bank so long as notice of such demand is given not later than 12:00 Noon (New York, New York time) Company on such Business Day or (B) the first Business Day next succeeding such demand if notice of such demand is given after such time. The Borrower hereby agrees to each such sale and assignment. Upon any such assignment by the Swing Line Bank to any Revolving Credit Lender of date a portion of a Swing Line Borrowing, the Swing Line Bank represents and warrants to such 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 Borrowing, the Loan Documents or any Loan Partycorresponding amount. If and to the extent that any Revolving Credit Lender such Bank shall not have so made its Pro Rata Share of any applicable Swing Line Borrowing such ratable portion available to the Administrative Agent in accordance with the foregoing provisions of this Section 2.02(b)(ii)Agent, such Revolving Credit Lender hereby agrees Bank and the Company severally agree to pay to the Administrative Agent forthwith on demand the such corresponding amount of its Pro Rata Share, together in immediately available funds with interest thereon, for each day from the date of demand by the Swing Line Bank therefor until and including the date such amount is paid made available to the Company to but excluding the date of payment to the Administrative Agent, at (x) in the case of the Company, the interest rate applicable at the time to Advances comprising such Borrowing and (y) in the case of such Bank, the NYFRB Rate. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance as part of such Borrowing for purposes of this Agreement. (ii) Unless the Administrative Agent shall have received notice from the Company prior to the date on which any payment is due to the Administrative Agent for the account of the Banks or hereunder that the Company will not make such payment, the Administrative Agent may assume that the Company has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Banks the amount due. In such event, if the Company has not in fact made such payment, then each of the Banks severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Bank in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Federal Funds NYFRB Rate. If such Lender shall pay to A notice of the Administrative Agent to any Bank or the Company with respect to any amount owing under this clause (d) shall be conclusive, absent manifest error. (e) The failure of any 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 any Borrowing shall not relieve any other Bank of its Pro Rata Share obligation, if any, hereunder to make its LC Disbursement or payment or its Advance, but no Bank shall be responsible for the account failure of any other Bank to make such LC Disbursement or payment or the Swing Line Bank on any Business Day, such amount so paid in respect of principal shall constitute a Swing Line Advance to be made by such Lender on such Business Day for all 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 Dayother Bank. (iiif) The Subject to Section 3.07, each Advance shall be comprised entirely of Base Rate Advances or Txxx Xxxxxxxxx Advances, as the Company may request in accordance herewith. Each lender at its option may make any Advance by causing any domestic or foreign branch or Affiliate of such lender to make such Advance; provided that any exercise of such option shall not affect the obligation of each Revolving Credit Lender the Company to purchase its Pro Rata Share of each outstanding Swing Line Borrowing upon demand by the Swing Line Bank therefor pursuant to clause (ii) of this Section 2.02(b) shall be absolute, unconditional and irrevocable, and shall be made strictly repay such Advance in accordance with the terms of clause this Agreement. (iig) of Notwithstanding the foregoing, in no event shall the Company be permitted to request pursuant to this Section 2.02(b3.02 prior to a Benchmark Transition Event and Benchmark Replacement Date with respect to the Term SOFR Rate, an RFR Advance bearing interest based on Daily Simple SOFR (it being understood and agreed that Daily Simple SOFR shall only apply to the extent provided in Sections 3.07(d) under all circumstancesand 3.07(i), including, without limitation, the following circumstances: (A) any lack of validity or enforceability of any Loan Document or any other agreement or instrument relating thereto; (B) the existence of any claim, set-off, defense or other right that such Revolving Credit Lender may have at any time against the Swing Line Bank, the Borrower or any other Person, whether in connection with the transactions contemplated by the Loan Documents or any unrelated transaction; (C) the occurrence and continuance of any Default or Event of Default; or (D) any other circumstance or happening whatsoever, whether or not similar to any of the foregoingas applicable).

Making the Advances. (a) Except as otherwise provided in Section 2.02(b) or 2.03 and except that the Term C Borrowing shall be made on the Closing Date2.03, each Borrowing (other than a Swing Line Competitive Bid Borrowing) shall be made on notice, given not later than 2:00 P.M. 12:00 Noon (New York, New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised consisting of Eurodollar Eurocurrency Rate Advances, or on the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised consisting of Base Prime Rate Advances, by the relevant Borrower to the Administrative Agent, which shall give to each respective Lender prompt notice thereof to each Appropriate Lenderby telecopier. Each such notice of a Borrowing (a “"Notice of Borrowing”") shall be given by telephone, confirmed immediately in writing, or by telecopier, telecopier in substantially the form of Exhibit B-1 hereto, shall be duly executed by a Responsible Officer of specifying therein the Borrower, and shall specify therein: requested (i) the requested date of such Borrowing (which shall be a Business Day); Borrowing, (ii) the Facility under which such Borrowing is requested to be made; , (iii) the Type of Advances requested to comprise comprising such Borrowing; , (iv) the requested aggregate amount of such Borrowing; , and (v) in the case of a Borrowing comprised consisting of Eurodollar Eurocurrency Rate Advances, the requested duration of the initial Interest Period and the currency for each such Advance. Each Appropriate respective Lender shall, before 2:00 P.M. 12:00 Noon (New York, New York City time) on the date of 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 Pro Rata Share 's ratable portion of such Borrowing. After the Administrative Agent’s 's receipt of such funds and upon fulfillment fulfilment 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 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 Revolving Credit Lender and outstanding on the date of such Revolving Credit Borrowing, plus accrued and unpaid interest thereon to and as of such date, available to the Swing Line Bank or the Issuing Bank, as applicable, and such other Revolving Credit Lenders for repayment of such Swing Line Advances and Letter of Credit Advances. (i) Each Swing Line Borrowing shall be made on notice, given not later than 2:00 P.M. (New York, New York time) on the date of the proposed Swing Line Borrowing, by the Borrower to the Swing Line Bank and the Administrative Agent. Each notice of a Swing Line Borrowing (a “Notice of Swing Line Borrowing”) shall be by telephone, confirmed immediately in writing, or telecopier, shall be in substantially the form of Exhibit B-2 hereto and duly executed by a Responsible Officer of the Borrower, and shall specify therein: (A) the requested date of such Borrowing (which shall be a Business Day); (B) the requested amount of such Borrowing; and (C) the requested maturity of such Borrowing (which maturity shall be no later than the seventh day after the requested date of such Borrowing). Upon fulfillment of the applicable conditions set forth in Article III, the Swing Line Bank will make the amount thereof available for the account of its Applicable Lending Office to the Borrower by crediting the Borrower’s Account. (ii) Upon demand by the Swing Line Bank, with a copy of such demand to the Administrative Agent (which shall give prompt notice thereof to each Revolving Credit Lender), each Revolving Credit Lender shall purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign to each such Revolving Credit Lender, such Revolving Credit Lender’s Pro Rata Share of such outstanding Swing Line Borrowing as of the date of such demand, by making available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account for the account of the Swing Line Bank, 's address referred to in same day funds, an amount equal to such Pro Rata Share. Promptly after receipt of such funds, the Administrative Agent shall transfer such funds to the Swing Line Bank at its Applicable Lending Office. Each Revolving Credit Lender hereby agrees to purchase its Pro Rata Share of an outstanding Swing Line Borrowing on (A) the Business Day on which demand therefor is made by the Swing Line Bank so long as notice of such demand is given not later than 12:00 Noon (New York, New York time) on such Business Day or (B) the first Business Day next succeeding such demand if notice of such demand is given after such time. The Borrower hereby agrees to each such sale and assignment. Upon any such assignment by the Swing Line Bank to any Revolving Credit Lender of a portion of a Swing Line Borrowing, the Swing Line Bank represents and warrants to such 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 Borrowing, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made its Pro Rata Share of any applicable Swing Line Borrowing available to the Administrative Agent in accordance with the foregoing provisions of this Section 2.02(b)(ii), such Revolving Credit Lender hereby agrees to pay to the Administrative Agent forthwith on demand the amount of its Pro Rata Share, together with interest thereon, for each day from the date of demand by the Swing Line Bank therefor 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 the amount of its Pro Rata Share 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 all 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 Day9.02. (iii) The obligation of each Revolving Credit Lender to purchase its Pro Rata Share of each outstanding Swing Line Borrowing upon demand by the Swing Line Bank therefor pursuant to clause (ii) of this Section 2.02(b) shall be absolute, unconditional and irrevocable, and shall be made strictly in accordance with the terms of clause (ii) of this Section 2.02(b) under all circumstances, including, without limitation, the following circumstances: (A) any lack of validity or enforceability of any Loan Document or any other agreement or instrument relating thereto; (B) the existence of any claim, set-off, defense or other right that such Revolving Credit Lender may have at any time against the Swing Line Bank, the Borrower or any other Person, whether in connection with the transactions contemplated by the Loan Documents or any unrelated transaction; (C) the occurrence and continuance of any Default or Event of Default; or (D) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

Making the Advances. (a) Except as otherwise provided in Section 2.02(b2.16(f)(i) or 2.03 and except that the Term C Borrowing shall be made on the Closing Datein respect of Letter of Credit Advances deemed converted to Revolving Credit Advances, each Borrowing (other than a Swing Line Borrowing) Advance shall be made on notice, given not later than 2:00 1:00 P.M. (New York, New York London time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised of Eurodollar Rate Advances, or on the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised of Base Rate AdvancesAdvance, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof to each Appropriate Lenderthereof. Each such notice of a Borrowing an Advance (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or by telecopier, in substantially the form of Exhibit B-1 B hereto, shall be duly executed by a Responsible Officer of specifying therein the Borrower, and shall specify therein: requested (i) the requested date of such Borrowing (which shall be a Business Day); Advance, (ii) the Facility under which such Borrowing is requested to be made; (iii) the Type of Advances requested to comprise such Borrowing; (iv) the requested aggregate amount of such Borrowing; Advance and the amounts that constitute as applicable the Term Loan Advance and the Revolving Credit Advance, (iii) each Lender’s pro rata share of each requested Advance, and (viv) in the case of a Borrowing comprised of Eurodollar Rate Advances, the requested duration of the initial Interest Period Periods for each such Advance. Each Appropriate Lender shall, before 2:00 3:00 P.M. (New York, New York London time) on the date of such BorrowingAdvance, 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 ratable portion of such BorrowingAdvance. 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; address referred to in Section 8.02, provided, however, that, in the case of any Revolving Credit Borrowing, that the Administrative Agent shall first make a portion of such funds equal to the 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 beor, and in either case, by any Revolving Credit other Lender and outstanding on the date of such Revolving Credit BorrowingAdvance, plus interest accrued and unpaid interest thereon to and as of such date, available to the Swing Line Bank or the Issuing Bank, as applicablethe case may be, and and, in either case, such other Revolving Credit Lenders for repayment of such Swing Line Advances and Letter of Credit Advances. (ib) Each Swing Line Notice of Borrowing shall be made on notice, given not later than 2:00 P.M. (New York, New York time) irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date of the proposed Swing Line Borrowing, by the Borrower to the Swing Line Bank and the Administrative Agent. Each notice of a Swing Line Borrowing (a “specified in such Notice of Swing Line Borrowing”) shall be by telephone, confirmed immediately in writing, or telecopier, shall be in substantially the form of Exhibit B-2 hereto and duly executed by a Responsible Officer of the Borrower, and shall specify therein: (A) the requested date of Borrowing for such Borrowing (which shall be a Business Day); (B) the requested amount of such Borrowing; and (C) the requested maturity of such Borrowing (which maturity shall be no later than the seventh day after the requested date of such Borrowing). Upon fulfillment of Advance the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the Swing Line Bank will make liquidation or reemployment of deposits or other funds acquired by such Lender to fund the amount thereof available for the account Advance to be made by such Lender when such Advance, as a result of its Applicable Lending Office to the Borrower by crediting the Borrower’s Accountsuch failure, is not made on such date. (iic) Upon demand by Unless the Swing Line Bank, with Administrative Agent shall have received notice from a copy of Lender prior to the date on which any Advance is to be made that such demand Lender will not make available to the Administrative Agent (which shall give prompt notice thereof to each Revolving Credit Lender), each Revolving Credit Lender shall purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign to each such Revolving Credit Lender, such Revolving Credit Lender’s Pro Rata Share ratable portion of such outstanding Swing Line Borrowing as of Advance, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such demandAdvance in accordance with subsection (a) of this Section 2.02, by making available for the account of its Applicable Lending Office to and the Administrative Agent at the Administrative Agent’s Account for the account of the Swing Line Bankmay, in same day fundsreliance upon such assumption, an amount equal to such Pro Rata Share. Promptly after receipt of such funds, the Administrative Agent shall transfer such funds make available to the Swing Line Bank at its Applicable Lending Office. Each Revolving Credit Lender hereby agrees to purchase its Pro Rata Share of an outstanding Swing Line Borrowing on (A) the Business Day on which demand therefor is made by the Swing Line Bank so long as notice of such demand is given not later than 12:00 Noon (New York, New York time) Borrower on such Business Day or (B) the first Business Day next succeeding such demand if notice of such demand is given after such time. The Borrower hereby agrees to each such sale and assignment. Upon any such assignment by the Swing Line Bank to any Revolving Credit Lender of date a portion of a Swing Line Borrowing, the Swing Line Bank represents and warrants to such 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 Borrowing, the Loan Documents or any Loan Partycorresponding amount. If and to the extent that any Revolving Credit such Lender shall not have so made its Pro Rata Share of any applicable Swing Line Borrowing such ratable portion available to the Administrative Agent in accordance with the foregoing provisions of this Section 2.02(b)(ii)Agent, such Revolving Credit Lender hereby agrees and the Borrower severally agree to pay repay to the Administrative Agent forthwith on demand the such corresponding amount of its Pro Rata Share, together with interest thereon, for each day from the date of demand such amount is made available by the Swing Line Bank therefor Administrative Agent to the Borrower until the date such amount is paid repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to the other Advances extended on the same date and (ii) in the case of such Lender, at the Federal Funds Rate. If such Lender shall pay repay to the Administrative Agent the amount of its Pro Rata Share for the account of the Swing Line Bank on any Business Daysuch corresponding amount, such amount so paid in respect of principal repaid shall constitute a Swing Line part of such Lender’s Advance made by such Lender on such Business Day for all 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. (iiid) The obligation failure of each Revolving Credit any Lender to purchase make the Advance to be made by it shall not relieve any other Lender of its Pro Rata Share of each outstanding Swing Line Borrowing upon demand by obligation, if any, hereunder to make its Advance on the Swing Line Bank therefor pursuant to clause (ii) of this Section 2.02(b) requisite Advance date, but no Lender shall be absolute, unconditional and irrevocable, and shall responsible for the failure of any other Lender to make the Advance to be made strictly in accordance with the terms of clause (ii) of this Section 2.02(b) under all circumstances, including, without limitation, the following circumstances: (A) any lack of validity or enforceability of any Loan Document or any by such other agreement or instrument relating thereto; (B) the existence of any claim, set-off, defense or other right that Lender on such Revolving Credit Lender may have at any time against the Swing Line Bank, the Borrower or any other Person, whether in connection with the transactions contemplated by the Loan Documents or any unrelated transaction; (C) the occurrence and continuance of any Default or Event of Default; or (D) any other circumstance or happening whatsoever, whether or not similar to any of the foregoingdate.

Making the Advances. (a) Except as otherwise provided in Section 2.02(b) or 2.03 and except that the Term C The Borrowing shall be made on the Closing Date, each Borrowing (other than a Swing Line Borrowing) shall be made on notice, given not later than 2:00 P.M. (x) 11:00 A.M. (New York, New York City time) on the third second Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised consisting of Eurodollar Rate Term SOFR Advances, or (y) 10:00 A.M. (New York City time) on the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof to each Appropriate Lenderin writing. Each Such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or by telecopier, in substantially the form of Exhibit B-1 hereto, shall be duly executed by a Responsible Officer of specifying therein the Borrower, and shall specify therein: requested (i) the requested date of such Borrowing (which shall be a Business Day); Borrowing, (ii) the Facility under which Type of Advances comprising such Borrowing is requested to be made; Borrowing, (iii) the Type of Advances requested to comprise such Borrowing; (iv) the requested aggregate amount of such Borrowing; , and (viv) in the case of a Borrowing comprised consisting of Eurodollar Rate Term SOFR Advances, the requested duration of the initial Interest Period for each such Advance. Each Appropriate Lender shall, before 2:00 12:00 P.M. (New York, New York City time) on the date of 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 Pro Rata Share ratable portion of such BorrowingBorrowing in accordance with the respective Commitments under the Facility 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 at the Agent’s address referred to in Section 8.02. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Term SOFR Advances for any Borrowing if the aggregate amount of such Borrowing is less than $10,000,000 or if the obligation of the Lenders to make Term SOFR Advances shall then be suspended pursuant to Section 2.08, 2.12 or 2.20, (ii) the Term SOFR Advances may not be outstanding as part of more than 12 separate Borrowings and (iii) the Borrower may not select Base Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $5,000,000. (c) The Notice of Borrowing shall be irrevocable and binding on the Borrower’s Account; provided, however, that, in . In the case of any Revolving Credit BorrowingBorrowing that the related Notice of Borrowing specifies is to be comprised of Term SOFR Advances, the Administrative Agent Borrower shall first make indemnify each Lender against any loss, cost or expense incurred by such Lender as a portion of such funds equal to the aggregate principal amount result of any Swing Line Advances and Letter of Credit Advances made by the Swing Line Bank failure to fulfill on or the Issuing Bank, as the case may be, and by any Revolving Credit Lender and outstanding on before the date of specified in such Revolving Credit Borrowing, plus accrued and unpaid interest thereon to and as of such date, available to the Swing Line Bank or the Issuing Bank, as applicable, and such other Revolving Credit Lenders for repayment of such Swing Line Advances and Letter of Credit Advances. (i) Each Swing Line Borrowing shall be made on notice, given not later than 2:00 P.M. (New York, New York time) on the date of the proposed Swing Line Borrowing, by the Borrower to the Swing Line Bank and the Administrative Agent. Each notice of a Swing Line Borrowing (a “Notice of Swing Line Borrowing”) shall be by telephone, confirmed immediately in writing, or telecopier, shall be in substantially the form of Exhibit B-2 hereto and duly executed by a Responsible Officer of the Borrower, and shall specify therein: (A) the requested date of Borrowing for such Borrowing (which shall be a Business Day); (B) the requested amount of such Borrowing; and (C) the requested maturity of such Borrowing (which maturity shall be no later than the seventh day after the requested date of such Borrowing). Upon fulfillment of the applicable conditions set forth in Article III, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the Swing Line Bank will make liquidation or reemployment of deposits or other funds acquired by such Lender to fund the amount thereof available for the account Advance to be made by such Lender as part of its Applicable Lending Office to the Borrower by crediting the Borrower’s Accountsuch Borrowing when such Advance, as a result of such failure, is not made on such date. (iid) Upon demand by Unless the Swing Line Bank, with Agent shall have received notice from a copy Lender prior to the time of any Borrowing that such Lender will not make available to the Agent such Lender’s ratable portion of such demand Borrowing, the Agent may assume that such Lender has made such portion available to the Administrative Agent (which shall give prompt notice thereof to each Revolving Credit Lender), each Revolving Credit Lender shall purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign to each such Revolving Credit Lender, such Revolving Credit Lender’s Pro Rata Share of such outstanding Swing Line Borrowing as of on the date of such demandBorrowing in accordance with subsection (a) of this Section 2.02 and the Agent may, by making in reliance upon such assumption, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account for the account of the Swing Line Bank, in same day funds, an amount equal to such Pro Rata Share. Promptly after receipt of such funds, the Administrative Agent shall transfer such funds to the Swing Line Bank at its Applicable Lending Office. Each Revolving Credit Lender hereby agrees to purchase its Pro Rata Share of an outstanding Swing Line Borrowing on (A) the Business Day on which demand therefor is made by the Swing Line Bank so long as notice of such demand is given not later than 12:00 Noon (New York, New York time) Borrower on such Business Day or (B) the first Business Day next succeeding such demand if notice of such demand is given after such time. The Borrower hereby agrees to each such sale and assignment. Upon any such assignment by the Swing Line Bank to any Revolving Credit Lender of date a portion of a Swing Line Borrowing, the Swing Line Bank represents and warrants to such 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 Borrowing, the Loan Documents or any Loan Partycorresponding amount. If and to the extent that any Revolving Credit such Lender shall not have so made its Pro Rata Share of any applicable Swing Line Borrowing such ratable portion available to the Administrative Agent in accordance with the foregoing provisions of this Section 2.02(b)(ii)Agent, such Revolving Credit Lender hereby agrees and the Borrower severally agree to pay repay to the Administrative Agent forthwith on demand the such corresponding amount of its Pro Rata Share, together with interest thereon, for each day from the date of demand by such amount is made available to the Swing Line Bank therefor Borrower until the date such amount is paid repaid to the Administrative Agent, at (i) in the case of the Borrower, the higher of (A) the interest rate applicable at the time to Advances comprising such Borrowing and (B) the cost of funds incurred by the Agent in respect of such amount and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay repay to the Administrative Agent the amount of its Pro Rata Share for the account of the Swing Line Bank on any Business Daysuch corresponding amount, such amount so paid in respect of principal repaid shall constitute a Swing Line such Lender’s Advance made by as part of such Lender on such Business Day Borrowing for all 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. (iiie) The obligation failure of each Revolving Credit any Lender to purchase make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its Pro Rata Share obligation, if any, hereunder to make its Advance on the date of each outstanding Swing Line Borrowing upon demand by the Swing Line Bank therefor pursuant to clause (ii) of this Section 2.02(b) such Borrowing, but no Lender shall be absolute, unconditional and irrevocable, and shall responsible for the failure of any other Lender to make any Advance to be made strictly in accordance with by such other Lender on the terms date of clause any Borrowing. (iif) of this Section 2.02(b) under all circumstances, including, without limitationWith respect to SOFR or Term SOFR, the following circumstances: (A) Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein, any lack of validity amendments implementing such Conforming Changes will become effective without any further action or enforceability consent of any Loan Document or other party to this Agreement; provided that, with respect to any other agreement or instrument relating thereto; (B) the existence of any claim, set-off, defense or other right that such Revolving Credit Lender may have at any time against the Swing Line Bankamendment effected, the Agent shall post each such amendment implementing such Conforming Changes to the Borrower or any other Person, whether in connection with and the transactions contemplated by the Loan Documents or any unrelated transaction; (C) the occurrence and continuance of any Default or Event of Default; or (D) any other circumstance or happening whatsoever, whether or not similar to any of the foregoingLenders reasonably promptly after such amendment becomes effective.

Making the Advances. (a) Except as otherwise provided in Section 2.02(b) or 2.03 and except that the Term C Borrowing shall be made on the Closing DateSection 2.03(c), each Borrowing (other than a Swing Line Borrowing) shall be made on notice, given not later than 2:00 (x) 1:00 P.M. (New York, New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised consisting of Eurodollar Rate Advances, Advances or (y) 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 a Borrowing comprised consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof to each Appropriate Lenderby facsimile. Each such notice of a Borrowing (a “Notice of Revolving Credit Borrowing”) shall be by telephone, confirmed immediately in writing, or by telecopier, facsimile in substantially the form of Exhibit B-1 B hereto, shall be duly executed by a Responsible Officer of specifying therein the Borrower, and shall specify therein: requested (i) the requested date of such Borrowing (which shall be a Business Day); Borrowing, (ii) the Facility under which Type of Advances comprising such Borrowing is requested to be made; Borrowing, (iii) the Type of Advances requested to comprise such Borrowing; (iv) the requested aggregate amount of such Borrowing; , and (viv) in the case of a Borrowing comprised consisting of Eurodollar Rate Advances, the requested duration of the initial Interest Period for each such Advance. Each Appropriate Lender shall, before 2:00 3:00 P.M. (New York, New York City time) on the date of such Borrowing, 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 Pro Rata Share ratable portion of such Borrowing. 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 Borrower’s Accountaccount as specified in writing by two Financial Officers of the Borrower; provided, however, that, in that 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 Swing Line Advances and Letter of Credit Advances made by the Swing Line Bank or the Issuing Bank, as the case may be, Banks and by any Revolving Credit other Lender and outstanding on the date of such Revolving Credit Borrowing, plus interest accrued and unpaid interest thereon to and as of such date, available to the Swing Line Bank or the Issuing Bank, as applicable, Banks and such other Revolving Credit Lenders for repayment of such Swing Line Advances and Letter of Credit Advances. (ib) Each Swing Line Borrowing shall be made on notice, given not later than 2:00 3:00 P.M. (New York, New York City time) on the date of the proposed Swing Line Borrowing, Borrowing by the Borrower to the each Swing Line Bank and the Administrative Agent, of which the Agent shall give prompt notice to the Lenders. Each such notice of a Swing Line Borrowing (a “Notice of Swing Line Borrowing”) shall be by telephone, confirmed immediately at once in writing, or telecopierfacsimile, shall be in substantially the form of Exhibit B-2 hereto and duly executed by a Responsible Officer of the Borrower, and shall specify therein: (A) specifying therein the requested (i) date of such Borrowing Borrowing, (which shall be a Business Day); (Bii) the requested amount of such Borrowing; and , (Ciii) the requested maturity of such Borrowing (which maturity shall be no later than the seventh day fifth Business Day after the requested date of such Borrowing)) and (iv) whether such Swing Line Borrowing will bear interest as a Fed Funds Swing Line Advance or a LIBOR Swing Line Advance. Upon Each Swing Line Bank shall, before 5:00 P.M. (New York City time) on the date of such Swing Line Borrowing, make such Swing Line Bank’s ratable portion of such Swing Line Borrowing available (based on the respective Swing Line Commitments of the Swing Line Banks) to the Agent at the Agent’s Account, in same day funds. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Borrower’s account as specified in writing by two Financial Officers of the Borrower. Upon written demand by any Swing Line Bank will make the amount thereof available for the account of its Applicable Lending Office to the Borrower by crediting the Borrower’s Account. (ii) Upon demand by the with a Swing Line BankAdvance, with a copy of such demand to the Administrative Agent (which shall give prompt notice thereof to each Revolving Credit Lender)Agent, each Revolving Credit other Lender shall will purchase from the such Swing Line Bank, and the such Swing Line Bank shall sell and assign to each such Revolving Credit other Lender, such Revolving Credit other Lender’s Pro Rata Ratable Share of such outstanding Swing Line Borrowing as of the date of such demandAdvance, by making available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account for the account of the such Swing Line Bank, by deposit to the Agent’s Account, in same day funds, an amount equal to such Pro Rata Share. Promptly after receipt the portion of the outstanding principal amount of such funds, the Administrative Agent shall transfer such funds to the Swing Line Bank at its Applicable Lending OfficeAdvance to be purchased by such Lender. The Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Lender hereby agrees to purchase its Pro Rata Ratable Share of an outstanding Swing Line Borrowing Advance on (Ai) the Business Day on which demand therefor is made by the Swing Line Bank so long as which made such Advance, provided that notice of such demand is given not later than 12:00 Noon 18 NYDOCS02/1188161 (New Yorkc) Anything in subsection (a) above to the contrary notwithstanding, New York time) on such Business Day or (Bi) the first Business Day next succeeding such demand Borrower may not select Eurodollar Rate Advances for any Borrowing if notice the aggregate amount of such demand Borrowing is given after less than $1,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.08 or 2.12 and (ii) the Eurodollar Rate Advances may not be outstanding as part of more than six separate Borrowings. (d) Each Notice of Revolving Credit Borrowing and Notice of Swing Line Borrowing shall be irrevocable and binding on the Borrower. In the case of any Revolving Credit Borrowing that the related Notice of Revolving Credit Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such time. The Borrower hereby agrees Lender as a result of any failure to each fulfill on or before the date specified in such sale and assignment. Upon Notice of Revolving Credit Borrowing for such Revolving Credit Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (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 as a result of any failure to fulfill on or before the date specified in such assignment by Notice of Revolving Credit Borrowing or Notice of Swing Line Borrowing for such Borrowing the applicable conditions set forth in Article III. (e) Unless the Agent shall have received notice from a Lender or a Swing Line Bank prior to the time of any Revolving Credit Lender of a portion of a Borrowing or Swing Line Borrowing, as the case may be, that such Lender or Swing Line Bank represents and warrants will not make available to the Agent such Lender’s or Swing Line Bank’s ratable portion of such 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 Borrowing or warranty and assumes no responsibility with respect to such Swing Line Borrowing, as the Loan Documents case may be, the Agent may assume that such Lender or any Loan PartySwing Line Bank has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) or (b) of this Section 2.02, as applicable, and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that any Revolving Credit such Lender or Swing Line Bank shall not have so made its Pro Rata Share of any applicable Swing Line Borrowing such ratable portion available to the Administrative Agent in accordance with the foregoing provisions of this Section 2.02(b)(ii)Agent, such Revolving Credit Lender hereby agrees and the Borrower severally agree to pay repay to the Administrative Agent forthwith on demand the such corresponding amount of its Pro Rata Share, together with interest thereon, for each day from the date of demand by such amount is made available to the Swing Line Bank therefor Borrower until the date such amount is paid repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to the Advances comprising such Borrowing and (ii) in the case of such Lender or Swing Line Bank, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent the amount of its Pro Rata Share for the account of the or Swing Line Bank on any Business Dayshall repay to the Agent such corresponding amount, such amount so paid in respect of principal repaid shall constitute a such Lender’s or Swing Line Bank’s Advance made by as part of such Lender on such Business Day Borrowing for all purposes of this Agreement, and . 19 NYDOCS02/1188161 (f) The failure of any Lender or Swing Line Bank to make the outstanding principal amount of the Revolving Credit Advance or Swing Line Advance to be made by it as part of any Borrowing shall not relieve any other Lender or Swing Line Bank of its obligation, if any, hereunder to make its Revolving Credit Advance or Swing Line Advance on the date of such Revolving Credit Borrowing or Swing Line Borrowing as the case may be, but no Lender or Swing Line Bank shall be reduced by such amount on such Business Day. (iii) The obligation responsible for the failure of each Revolving Credit any other Lender to purchase its Pro Rata Share of each outstanding Swing Line Borrowing upon demand by the or Swing Line Bank therefor pursuant to clause (ii) of this Section 2.02(b) shall be absolute, unconditional and irrevocable, and shall make the Revolving Credit Advance or Swing Line Advance to be made strictly in accordance with by such other Lender or Swing Line Bank on the terms of clause (ii) of this Section 2.02(b) under all circumstances, including, without limitation, the following circumstances: (A) any lack of validity or enforceability date of any Loan Document or any other agreement or instrument relating thereto; (B) the existence of any claim, set-off, defense or other right that such Revolving Credit Lender may have at any time against the Borrowing or Swing Line BankBorrowing, as the Borrower or any other Person, whether in connection with the transactions contemplated by the Loan Documents or any unrelated transaction; (C) the occurrence and continuance of any Default or Event of Default; or (D) any other circumstance or happening whatsoever, whether or not similar to any of the foregoingcase may be.

Making the Advances. (a) Except as otherwise provided in Section 2.02(b) or 2.03 and except that the Term C Borrowing shall be made on the Closing Date, each Borrowing (other than a Swing Line Borrowing) shall be made on notice, given not later than 2:00 P.M. 11:00 A.M. (New York, New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised of Eurodollar Rate Advances, or on the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised of Base Rate AdvancesBorrowing, by the Borrower to each Lender, except that the Administrative Agent, which shall give prompt Borrowing made on the Closing Date may be made upon such lesser notice thereof as may be acceptable to each Appropriate Lenderthe Lenders. Each such notice of a Borrowing (a “Notice of Borrowing”"NOTICE OF BORROWING") shall be by telephone, confirmed immediately in writing, or by telecopier, in substantially the form of Exhibit B-1 hereto, shall be duly executed by a Responsible Officer prompt delivery of the Borroweroriginal version of the Notice of Borrowing, and shall specify therein: specifying therein the requested (i) the requested date of such Borrowing (which shall be a Business Day); and (ii) the Facility under which such Borrowing is requested to be made; (iii) the Type of Advances requested to comprise such Borrowing; (iv) the requested aggregate amount of such Borrowing; . The Lenders will make the Advance available to the Borrower pursuant to written instructions provided by the Borrower prior to the Closing Date. (b) Each Notice of Borrowing shall be irrevocable and (v) in the case of a Borrowing comprised of Eurodollar Rate Advances, the requested duration of the initial Interest Period for each such Advance. Each Appropriate Lender shall, before 2:00 P.M. (New York, New York time) binding on the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing, 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 Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of Borrowing 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 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 Revolving Credit Lender and outstanding on the date of such Revolving Credit Borrowing, plus accrued and unpaid interest thereon to and as of such date, available to the Swing Line Bank or the Issuing Bank, as applicable, and such other Revolving Credit Lenders for repayment of such Swing Line Advances and Letter of Credit Advances. (i) Each Swing Line Borrowing shall be made on notice, given not later than 2:00 P.M. (New York, New York time) on the date of the proposed Swing Line Borrowing, by the Borrower to the Swing Line Bank and the Administrative Agent. Each notice of a Swing Line Borrowing (a “Notice of Swing Line Borrowing”) shall be by telephone, confirmed immediately in writing, or telecopier, shall be in substantially the form of Exhibit B-2 hereto and duly executed by a Responsible Officer of the Borrower, and shall specify therein: (A) the requested date of such Borrowing (which shall be a Business Day); (B) the requested amount of such Borrowing; and (C) the requested maturity of such Borrowing (which maturity shall be no later than the seventh day after the requested date of such Borrowing). Upon fulfillment of the applicable conditions set forth in Article III, the Swing Line Bank will make the amount thereof available for the account of its Applicable Lending Office to the Borrower by crediting the Borrower’s Account. (ii) Upon demand by the Swing Line Bank, with a copy of such demand to the Administrative Agent (which shall give prompt notice thereof to each Revolving Credit Lender), each Revolving Credit Lender shall purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign to each such Revolving Credit Lender, such Revolving Credit Lender’s Pro Rata Share of such outstanding Swing Line Borrowing as of the date of such demand, by making available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account for the account of the Swing Line Bank, in same day funds, an amount equal to such Pro Rata Share. Promptly after receipt of such funds, the Administrative Agent shall transfer such funds to the Swing Line Bank at its Applicable Lending Office. Each Revolving Credit Lender hereby agrees to purchase its Pro Rata Share of an outstanding Swing Line Borrowing on (A) the Business Day on which demand therefor is made by the Swing Line Bank so long as notice of such demand is given not later than 12:00 Noon (New York, New York time) on such Business Day or (B) the first Business Day next succeeding such demand if notice of such demand is given after such time. The Borrower hereby agrees to each such sale and assignment. Upon any such assignment by the Swing Line Bank to any Revolving Credit Lender of a portion of a Swing Line Borrowing, the Swing Line Bank represents and warrants to such 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 Borrowing, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made its Pro Rata Share of any applicable Swing Line Borrowing available to the Administrative Agent in accordance with the foregoing provisions of this Section 2.02(b)(ii), such Revolving Credit Lender hereby agrees to pay to the Administrative Agent forthwith on demand the amount of its Pro Rata Share, together with interest thereon, for each day from the date of demand by the Swing Line Bank therefor 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 the amount of its Pro Rata Share 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 all 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. (iii) The obligation of each Revolving Credit Lender to purchase its Pro Rata Share of each outstanding Swing Line Borrowing upon demand by the Swing Line Bank therefor pursuant to clause (ii) of this Section 2.02(b) shall be absolute, unconditional and irrevocable, and shall be made strictly in accordance with the terms of clause (ii) of this Section 2.02(b) under all circumstances, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the following circumstances: (A) any lack liquidation or reemployment of validity or enforceability of any Loan Document or any other agreement or instrument relating thereto; (B) the existence of any claim, set-off, defense deposits or other right that funds acquired by such Revolving Credit Lender may have at any time against to fund the Swing Line BankAdvance to be made by such Lender as part of such Borrowing when such Advance, the Borrower or any other Personas a result of such failure, whether in connection with the transactions contemplated by the Loan Documents or any unrelated transaction; (C) the occurrence and continuance of any Default or Event of Default; or (D) any other circumstance or happening whatsoever, whether or is not similar to any of the foregoingmade on such date.

Making the Advances. (a) Except as otherwise provided in Section 2.02(b) or 2.03 and except that the Term C Each Borrowing shall be made on the Closing Date, each Borrowing (other than a Swing Line Borrowing) shall be made on notice, given (i) (x) in the case of a Borrowing comprising Eurodollar RateTerm Benchmark Advances, not later than 2:00 P.M. 11:00 a.m. (New York, New York 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 a Borrowing comprised of Eurodollar Rate Advancesan RFR Borrowing, or if applicable, not later than 11:00 a.m. (New York time) on the first fifth U.S. Government Securities Business Day prior to the date of the proposed Borrowing Borrowing, and (ii) in the case of a Borrowing comprised of comprising Alternate Base Rate Advances, not later than 11:00 a.m. (New York time) on the date of the proposed Borrowing, by the any Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof to each Appropriate Lenderthereof. Each notice of a Borrowing (a “such Notice of Borrowing”) Borrowing by any Borrower shall be by telephone, confirmed immediately in writing, email or by telecopierany other electronic manner reasonably acceptable to the Administrative Agent, in substantially the form of Exhibit B-1 C hereto, shall be duly executed by a Responsible Officer of the Borrower, and shall specify therein: (i) specifying therein the requested (A) date of such Borrowing Borrowing, (which shall be a Business Day); (iiB) the Facility under which such Borrowing is requested to be made; (iii) the Type of Advances requested to comprise be made in connection with such Borrowing; , (ivC) the requested aggregate amount of such Borrowing; and , (vD) in the case of a Borrowing comprised of comprising Eurodollar Rate RateTerm Benchmark Advances, the requested duration of 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. Each Appropriate Borrower may request that more than one Borrowing be made on any date. Each Lender shall, before 2:00 P.M. 1:00 p.m. (New York, New York time) on the date of 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 Pro Rata Share Percentage of such Borrowing. 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 such Borrower at the Administrative Agent’s aforesaid address. (b) Each Notice of Borrowing delivered by any Borrower by crediting the shall be irrevocable and binding on such Borrower’s Account; provided, however, that, in . In the case of any Revolving Credit BorrowingNotice of Borrowing delivered by any Borrower requesting Eurodollar RateTerm Benchmark Advances (or, the Administrative Agent if applicable, RFR 753191220 Advances), such Borrower shall first make indemnify each Lender against any loss, cost or expense incurred by such Lender as a portion of such funds equal to the aggregate principal amount result of any Swing Line Advances and Letter of Credit Advances made failure by the Swing Line Bank such Borrower to fulfill on or the Issuing Bank, as the case may be, and by any Revolving Credit Lender and outstanding on before the date of specified in such Revolving Credit Borrowing, plus accrued and unpaid interest thereon to and as of such date, available to the Swing Line Bank or the Issuing Bank, as applicable, and such other Revolving Credit Lenders for repayment of such Swing Line Advances and Letter of Credit Advances. (i) Each Swing Line Borrowing shall be made on notice, given not later than 2:00 P.M. (New York, New York time) on the date of the proposed Swing Line Borrowing, by the Borrower to the Swing Line Bank and the Administrative Agent. Each notice of a Swing Line Borrowing (a “Notice of Swing Line Borrowing”) shall be by telephone, confirmed immediately in writing, or telecopier, shall be in substantially the form of Exhibit B-2 hereto and duly executed by a Responsible Officer of the Borrower, and shall specify therein: (A) the requested date of such Borrowing (which shall be a Business Day); (B) the requested amount of such Borrowing; and (C) the requested maturity of such Borrowing (which maturity shall be no later than the seventh day after the requested date of such Borrowing). Upon fulfillment of the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the Swing Line Bank will make liquidation or redeployment of deposits or other funds acquired by such Lender to fund the amount thereof available for the account Advance to be made by such Lender as part of its Applicable Lending Office to the Borrower by crediting the Borrower’s Accountsuch Borrowing when such Advance, as a result of such failure, is not made on such date. (iic) Upon demand by the Swing Line Bank, with a copy of such demand to the Administrative Agent (which shall give prompt notice thereof to each Revolving Credit Lender), each Revolving Credit Lender shall purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign to each such Revolving Credit Lender, such Revolving Credit Lender’s Pro Rata Share of such outstanding Swing Line Borrowing as of the date of such demand, by making available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account for the account of the Swing Line Bank, in same day funds, an amount equal to such Pro Rata Share. Promptly after receipt of such funds, Unless the Administrative Agent shall transfer such funds have received written notice via facsimile transmission from a Lender prior to the Swing Line Bank at its Applicable Lending Office. Each Revolving Credit Lender hereby agrees to purchase its Pro Rata Share of an outstanding Swing Line Borrowing on (A) the 5:00 p.m. (New York time) one U.S. Government Securities Business Day on which demand therefor is made by prior to the Swing Line Bank so long as notice date of such demand is given not later than a Borrowing comprising Eurodollar RateTerm Benchmark Advances (or, if applicable, RFR Advances) or (B) 12:00 Noon p.m. (New York, New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Business Day or (B) Lender will not make available to the first Business Day next succeeding Administrative Agent such demand if notice Xxxxxx’s Percentage of such demand is given after such time. The Borrower hereby agrees to each such sale and assignment. Upon any such assignment by the Swing Line Bank to any Revolving Credit Lender of a portion of a Swing Line Borrowing, the Swing Line Bank represents and warrants Administrative Agent may assume that such Xxxxxx has made such portion available to such Revolving Credit Lender that the Swing Line Bank is Administrative Agent on the legal and beneficial owner date of such interest being assigned by itBorrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, but makes no other representation or warranty and assumes no responsibility with respect in reliance upon such assumption, make available to the applicable Borrower on such Swing Line Borrowing, the Loan Documents or any Loan Partydate a corresponding amount. If and to the extent that any Revolving Credit such Lender shall not have so made its Pro Rata Share such Percentage of any applicable Swing Line such Borrowing available to the Administrative Agent in accordance with the foregoing provisions of this Section 2.02(b)(ii)Agent, such Revolving Credit Lender hereby agrees and such Borrower severally agree to pay repay to the Administrative Agent forthwith on demand the such corresponding amount of its Pro Rata Share, together with interest thereon, for each day from the date of demand by the Swing Line Bank therefor such amount is made available to such Borrower until the date such amount is paid repaid to the Administrative Agent, at (i) in the case of such Borrower, the interest rate applicable at the time to Advances 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 the amount of its Pro Rata Share for the account of the Swing Line Bank on any Business Daysuch corresponding amount, such amount so paid in respect of principal repaid shall constitute a Swing Line such Lender’s Advance made by as part of such Lender on such Business Day Borrowing for all 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. (iiid) The obligation obligations of each Revolving Credit the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to purchase make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its Pro Rata Share obligation, if any, hereunder to make its Advance on the date of each outstanding Swing Line Borrowing upon demand by the Swing Line Bank therefor pursuant to clause (ii) of this Section 2.02(b) such Borrowing, but no Lender shall be absolute, unconditional and irrevocable, and shall responsible for the failure of any other Lender to make the Advance to be made strictly in accordance with by such other Lender on the terms of clause (ii) of this Section 2.02(b) under all circumstances, including, without limitation, the following circumstances: (A) any lack of validity or enforceability date of any Loan Document or any other agreement or instrument relating thereto; (B) the existence of any claim, set-off, defense or other right that such Revolving Credit Lender may have at any time against the Swing Line Bank, the Borrower or any other Person, whether in connection with the transactions contemplated by the Loan Documents or any unrelated transaction; (C) the occurrence and continuance of any Default or Event of Default; or (D) any other circumstance or happening whatsoever, whether or not similar to any of the foregoingBorrowing.

Making the Advances. (a) Except as otherwise provided in Section 2.02(b) or 2.03 and except that the Term C Borrowing shall be made on the Closing Date2.03(c), each Borrowing (other than a Swing Line Borrowing) shall be made on notice, given not later than 2:00 P.M. (x) 11:00 A.M. (New York, New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised consisting of Eurodollar Rate Advances, Advances or (y) 11:00 A.M. (New York City time) on the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof to each Appropriate Lenderby telecopier. Each such notice of a Borrowing (a “"Notice of Borrowing”") shall be by telephone, confirmed immediately in writing, or by telecopier, telecopier in substantially the form of Exhibit B-1 B hereto, shall be duly executed by a Responsible Officer of specifying therein the Borrower, and shall specify therein: requested (i) the requested date of such Borrowing (which shall be a Business Day); Borrowing, (ii) the Facility under which Type of Advances comprising such Borrowing is requested to be made; Borrowing, (iii) the Type of Advances requested to comprise such Borrowing; (iv) the requested aggregate amount of such Borrowing; , and (viv) in the case of a Borrowing comprised consisting of Eurodollar Rate Advances, the requested duration of the initial Interest Period for each such Advance. Each Appropriate Lender shall, before 2:00 1:00 P.M. (New York, New York City time) on the date of 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 Pro Rata Share 's ratable portion of such Borrowing. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting requesting the Borrower’s Account; providedBorrowing at the Agent's address referred to in Section 8.02. (b) Anything in subsection (a) above to the contrary notwithstanding, however, that, in (i) the Borrower may not select Eurodollar Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than the Borrowing Minimum or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.07 or 2.11 and (ii) the Eurodollar Rate Advances may not be outstanding as part of more than ten separate Borrowings. (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower requesting the Borrowing. In the case of any Revolving Credit BorrowingBorrowing that the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Administrative Agent Borrower shall first make indemnify each Lender against any loss (excluding loss of anticipated profits), cost or expense incurred by such Lender as a portion of such funds equal to the aggregate principal amount result of any Swing Line Advances and Letter of Credit Advances made by the Swing Line Bank failure to fulfill on or the Issuing Bank, as the case may be, and by any Revolving Credit Lender and outstanding on before the date of specified in such Revolving Credit Borrowing, plus accrued and unpaid interest thereon to and as of such date, available to the Swing Line Bank or the Issuing Bank, as applicable, and such other Revolving Credit Lenders for repayment of such Swing Line Advances and Letter of Credit Advances. (i) Each Swing Line Borrowing shall be made on notice, given not later than 2:00 P.M. (New York, New York time) on the date of the proposed Swing Line Borrowing, by the Borrower to the Swing Line Bank and the Administrative Agent. Each notice of a Swing Line Borrowing (a “Notice of Swing Line Borrowing”) shall be by telephone, confirmed immediately in writing, or telecopier, shall be in substantially the form of Exhibit B-2 hereto and duly executed by a Responsible Officer of the Borrower, and shall specify therein: (A) the requested date of Borrowing for such Borrowing (which shall be a Business Day); (B) the requested amount of such Borrowing; and (C) the requested maturity of such Borrowing (which maturity shall be no later than the seventh day after the requested date of such Borrowing). Upon fulfillment of the applicable conditions set forth in Article III, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the Swing Line Bank will make liquidation or reemployment of deposits or other funds acquired by such Lender to fund the amount thereof available for the account Advance to be made by such Lender as part of its Applicable Lending Office to the Borrower by crediting the Borrower’s Accountsuch Borrowing when such Advance, as a result of such failure, is not made on such date. (iid) Upon demand by Unless the Swing Line Bank, with Agent shall have received notice from a copy Lender prior to the time of any Borrowing that such Lender will not make available to the Agent such Lender's ratable portion of such demand Borrowing, the Agent may assume that such Lender has made such portion available to the Administrative Agent (which shall give prompt notice thereof to each Revolving Credit Lender), each Revolving Credit Lender shall purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign to each such Revolving Credit Lender, such Revolving Credit Lender’s Pro Rata Share of such outstanding Swing Line Borrowing as of on the date of such demandBorrowing in accordance with subsection (a) of this Section 2.02, by making and the Agent may, in reliance upon such assumption, make available for the account of its Applicable Lending Office to the Administrative Agent at Borrower requesting the Administrative Agent’s Account for the account of the Swing Line Bank, in same day funds, an amount equal to such Pro Rata Share. Promptly after receipt of such funds, the Administrative Agent shall transfer such funds to the Swing Line Bank at its Applicable Lending Office. Each Revolving Credit Lender hereby agrees to purchase its Pro Rata Share of an outstanding Swing Line Borrowing on (A) the Business Day on which demand therefor is made by the Swing Line Bank so long as notice of such demand is given not later than 12:00 Noon (New York, New York time) on such Business Day or (B) the first Business Day next succeeding such demand if notice of such demand is given after such time. The Borrower hereby agrees to each such sale and assignment. Upon any such assignment by the Swing Line Bank to any Revolving Credit Lender of date a portion of a Swing Line Borrowing, the Swing Line Bank represents and warrants to such 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 Borrowing, the Loan Documents or any Loan Partycorresponding amount. If and to the extent that any Revolving Credit such Lender shall not have so made its Pro Rata Share of any applicable Swing Line Borrowing such ratable portion available to the Administrative Agent in accordance with the foregoing provisions of this Section 2.02(b)(ii)Agent, such Revolving Credit Lender hereby agrees and the Borrower severally agree to pay repay to the Administrative Agent forthwith on demand the such corresponding amount of its Pro Rata Share, together with interest thereon, for each day from the date of demand by such amount is made available to the Swing Line Bank therefor Borrower until the date such amount is paid repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to the Advances and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay repay to the Administrative Agent the amount of its Pro Rata Share for the account of the Swing Line Bank on any Business Daysuch corresponding amount, such amount so paid in respect of principal repaid shall constitute a Swing Line such Lender's Advance made by as part of such Lender on such Business Day Borrowing for all 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. (iiie) The obligation failure of each Revolving Credit any Lender to purchase make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its Pro Rata Share obligation, if any, hereunder to make its Advance on the date of each outstanding Swing Line Borrowing upon demand by the Swing Line Bank therefor pursuant to clause (ii) of this Section 2.02(b) such Borrowing, but no Lender shall be absolute, unconditional and irrevocable, and shall responsible for the failure of any other Lender to make the Advance to be made strictly in accordance with by such other Lender on the terms of clause (ii) of this Section 2.02(b) under all circumstances, including, without limitation, the following circumstances: (A) any lack of validity or enforceability date of any Loan Document or any other agreement or instrument relating thereto; (B) the existence of any claim, set-off, defense or other right that such Revolving Credit Lender may have at any time against the Swing Line Bank, the Borrower or any other Person, whether in connection with the transactions contemplated by the Loan Documents or any unrelated transaction; (C) the occurrence and continuance of any Default or Event of Default; or (D) any other circumstance or happening whatsoever, whether or not similar to any of the foregoingBorrowing.

Making the Advances. (a) Except as otherwise provided in Section 2.02(b) or 2.03 and except that the Term C Each Borrowing shall be made on the Closing Date, each Borrowing (other than a Swing Line Borrowing) shall be made on notice, given not later than 2:00 5:00 P.M. (New York, New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised of Eurodollar Rate Advances, or on the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised of Base Rate Advancessuch Borrowing, by the applicable Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof to each Appropriate Lenderthereof. Each notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or by telecopier, telecopier or telex in substantially the form of Exhibit B-1 hereto, shall be duly executed by a Responsible Officer of specifying therein the Borrower, and shall specify therein: requested (i) the requested date of such Borrowing (which shall be a Business Day); ) and identity of the applicable Borrower, (ii) the Facility under which such Borrowing is requested to be made; (iii) the Type of Advances requested to comprise such Borrowing; (iv) the requested aggregate amount of such Borrowing; , and (viii) in the case of a Borrowing comprised of Eurodollar Rate Advances, the requested duration of the initial Interest Period for each such AdvancePeriod. Each Appropriate Lender shall, before 2:00 P.M. 11:00 A.M. (New York, New York London time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative applicable Agent’s Account, in same day funds, such Lender’s Pro Rata Share ratable portion of such each Borrowing. 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 that requested such Advances via wire transfer as directed by crediting the Borrower’s Account; provided, however, that, such Borrower in the case applicable Notice of any Revolving Credit Borrowing, provided that (A) if the Administrative Agent First Borrowing occurs before December 27, 2007, the proceeds thereof shall first make a portion of such funds equal be disbursed to the aggregate principal amount Escrow Agent pursuant to the terms of any Swing Line Advances and Letter of Credit Advances made by the Swing Line Bank or the Issuing Bank, as the case may beEscrow Agreement, and by any Revolving Credit Lender and outstanding on (B) in all other cases, the date proceeds of such Revolving Credit Borrowing, plus accrued and unpaid interest thereon to and as of such date, available to the Swing Line Bank or the Issuing Bank, as applicable, and such other Revolving Credit Lenders for repayment of such Swing Line Advances and Letter of Credit Advances. (i) Each Swing Line applicable Borrowing shall be made on notice, given not later than 2:00 P.M. (New York, New York time) on the date of the proposed Swing Line Borrowing, by the Borrower disbursed to the Swing Line Bank and the Administrative Agent. Each notice of a Swing Line Borrowing (a “Notice of Swing Line Borrowing”) shall be by telephone, confirmed immediately in writing, or telecopier, shall be in substantially the form of Exhibit B-2 hereto and duly executed by a Responsible Officer of the Borrower, and shall specify therein: (A) the requested date of such Borrowing (which shall be a Business Day); (B) the requested amount of such Borrowing; and (C) the requested maturity of such Borrowing (which maturity shall be no later than the seventh day after the requested date of such Borrowing). Upon fulfillment of the applicable conditions set forth in Article III, the Swing Line Bank will make the amount thereof available for the account of its Applicable Lending Office to the Borrower by crediting the Borrower’s AccountNotary. (ii) Upon demand by the Swing Line Bank, with a copy of such demand to the Administrative Agent (which shall give prompt notice thereof to each Revolving Credit Lender), each Revolving Credit Lender shall purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign to each such Revolving Credit Lender, such Revolving Credit Lender’s Pro Rata Share of such outstanding Swing Line Borrowing as of the date of such demand, by making available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account for the account of the Swing Line Bank, in same day funds, an amount equal to such Pro Rata Share. Promptly after receipt of such funds, the Administrative Agent shall transfer such funds to the Swing Line Bank at its Applicable Lending Office. Each Revolving Credit Lender hereby agrees to purchase its Pro Rata Share of an outstanding Swing Line Borrowing on (A) the Business Day on which demand therefor is made by the Swing Line Bank so long as notice of such demand is given not later than 12:00 Noon (New York, New York time) on such Business Day or (B) the first Business Day next succeeding such demand if notice of such demand is given after such time. The Borrower hereby agrees to each such sale and assignment. Upon any such assignment by the Swing Line Bank to any Revolving Credit Lender of a portion of a Swing Line Borrowing, the Swing Line Bank represents and warrants to such 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 Borrowing, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made its Pro Rata Share of any applicable Swing Line Borrowing available to the Administrative Agent in accordance with the foregoing provisions of this Section 2.02(b)(ii), such Revolving Credit Lender hereby agrees to pay to the Administrative Agent forthwith on demand the amount of its Pro Rata Share, together with interest thereon, for each day from the date of demand by the Swing Line Bank therefor 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 the amount of its Pro Rata Share 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 all 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. (iii) The obligation of each Revolving Credit Lender to purchase its Pro Rata Share of each outstanding Swing Line Borrowing upon demand by the Swing Line Bank therefor pursuant to clause (ii) of this Section 2.02(b) shall be absolute, unconditional and irrevocable, and shall be made strictly in accordance with the terms of clause (ii) of this Section 2.02(b) under all circumstances, including, without limitation, the following circumstances: (A) any lack of validity or enforceability of any Loan Document or any other agreement or instrument relating thereto; (B) the existence of any claim, set-off, defense or other right that such Revolving Credit Lender may have at any time against the Swing Line Bank, the Borrower or any other Person, whether in connection with the transactions contemplated by the Loan Documents or any unrelated transaction; (C) the occurrence and continuance of any Default or Event of Default; or (D) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

Making the Advances. (a) Except as otherwise provided in Section 2.02(b) or 2.03 and except that the Term C Borrowing shall be made on the Closing Date2.03, each Borrowing (other than a Swing Line Borrowing) shall be made on notice, given not later than 2:00 P.M. 11:00 A.M. (New YorkCharlotte, New York North Carolina time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised consisting of Eurodollar Rate Advances, or on the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give prompt notice thereof to each Appropriate LenderLender prompt notice thereof. Each such notice of a Borrowing (a “Notice of Borrowing”"NOTICE OF BORROWING") shall be in writing, or by telephone, confirmed immediately in writing, or by telex or telecopier, in substantially the form of Exhibit B-1 B hereto, shall be duly executed by a Responsible Officer of specifying therein the Borrower, and shall specify therein: requested (i) the requested date of such Borrowing (which shall be a Business Day); Borrowing, (ii) the Facility under which such Borrowing is requested to be made; , (iii) the Type of Advances requested to comprise comprising such Borrowing; , (iv) the requested aggregate amount of such Borrowing; Borrowing and (v) in the case of a Borrowing comprised consisting of Eurodollar Rate Advances, the requested duration of the initial Interest Period for each such Advance. Each Appropriate Lender shall, before 2:00 P.M. 12:00 Noon (New YorkCharlotte, New York North Carolina time) on the date of 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 Pro Rata Share 's ratable portion of such BorrowingBorrowing 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 Account's Account or by wire transfer of such funds to an account specified by the Borrower; provided, however, that, in the case of any Revolving Credit Borrowing, the Administrative Agent shall first make a portion of apply such funds equal to prepay ratably the aggregate principal amount of any Swing Line Advances and Letter of Credit Advances made by the Swing Line Bank or the Issuing Bankoutstanding at such time, as the case may be, and by any Revolving Credit Lender and outstanding on the date of such Revolving Credit Borrowing, plus together with interest accrued and unpaid interest thereon to and as of such date, available to the Swing Line Bank or the Issuing Bank, as applicable, and such other Revolving Credit Lenders for repayment of such Swing Line Advances and Letter of Credit Advances. (i) Each Swing Line Borrowing shall be made on notice, given not later than 2:00 P.M. 11:00 A.M. (New YorkCharlotte, New York North Carolina 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”"NOTICE OF SWING LINE BORROWING") shall be in writing, or by telephone, confirmed immediately in writing, or telex or telecopier, shall be in substantially the form of Exhibit B-2 hereto and duly executed by a Responsible Officer of the Borrower, and shall specify therein: (A) specifying therein the requested (i) date of such Borrowing Borrowing, (which shall be a Business Day); (Bii) the requested amount of such Borrowing; Borrowing and (Ciii) the requested maturity of such Borrowing (which maturity shall be no later than the seventh day after the requested date of such Borrowing). Upon 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 Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Swing Line Bank Administrative Agent will make the amount thereof such funds available for the account of its Applicable Lending Office to the Borrower by crediting the Borrower’s Account's Account or by wire transfer of such funds to an account specified by the Borrower. (ii) Upon demand by 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, with a copy of such demand Bank to the Administrative Agent (which shall give prompt notice thereof to each Revolving Credit Lender), so request on its behalf) that each Revolving Credit Lender shall purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign to each such Revolving Credit Lender, such Revolving Credit Lender’s Pro Rata Share of such outstanding Swing Line Borrowing as of the date of such demand, by making available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account for the account of the Swing Line Bank, make a Base Rate Advance in same day funds, an amount equal to such Pro Rata Share. Promptly after receipt of such funds, the Administrative Agent shall transfer such funds to the Swing Line Bank at its Applicable Lending Office. Each Revolving Credit Lender hereby agrees to purchase its Lender's Pro Rata Share of an outstanding the amount of Swing Line Advances then outstanding. Such request shall be deemed to be a Notice of Borrowing on (A) the Business Day on which demand therefor is for purposes hereof and shall be made by the Swing Line Bank so long as notice of such demand is given not later than 12:00 Noon (New York, New York time) on such Business Day or (B) the first Business Day next succeeding such demand if notice of such demand is given after such time. The Borrower hereby agrees to each such sale and assignment. Upon any such assignment by the Swing Line Bank to any Revolving Credit Lender of a portion of a Swing Line Borrowing, the Swing Line Bank represents and warrants to such 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 Borrowing, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made its Pro Rata Share of any applicable Swing Line Borrowing available to the Administrative Agent in accordance with the foregoing provisions of this Section 2.02(b)(ii), such Revolving Credit Lender hereby agrees to pay 2.02 (a) without regard solely to the Administrative Agent forthwith on demand the amount of its Pro Rata Share, together with interest thereon, for each day from the date of demand by the Swing Line Bank therefor until the date such amount is paid minimum amounts specified therein but subject to the Administrative Agent, at the Federal Funds Rate. If such Lender shall pay to the Administrative Agent the amount of its Pro Rata Share for the account satisfaction of the Swing Line Bank on any Business Day, such amount so paid conditions set forth in respect of principal shall constitute a Swing Line Advance made by such Lender on such Business Day for all 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 DaySection 3. (iii) The obligation of each Revolving Credit Lender to purchase its Pro Rata Share of each outstanding Swing Line Borrowing upon demand by the Swing Line Bank therefor pursuant to clause (ii) of this Section 2.02(b) shall be absolute, unconditional and irrevocable, and shall be made strictly in accordance with the terms of clause (ii) of this Section 2.02(b) under all circumstances, including, without limitation, the following circumstances: (A) any lack of validity or enforceability of any Loan Document or any other agreement or instrument relating thereto; (B) the existence of any claim, set-off, defense or other right that such Revolving Credit Lender may have at any time against the Swing Line Bank, the Borrower or any other Person, whether in connection with the transactions contemplated by the Loan Documents or any unrelated transaction; (C) the occurrence and continuance of any Default or Event of Default; or (D) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

Making the Advances. (a) Except as otherwise provided in Section 2.02(b) or 2.03 and except that the Term C Borrowing shall be made on the Closing Date2.03, each Borrowing (other than a Swing Line Borrowing) shall be made on notice, given not later than 2:00 P.M. 11:00 A.M. (New York, New York City time) on (A) the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised consisting of Eurodollar Rate Advances, or on (B) the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised consisting of Base Rate Advances or (C) the first Canadian Business Day prior to the date of the proposed Borrowing, in the case of a Canadian Advance or (D) the third Canadian Business Day prior to the date of the proposed Borrowing in the case of Bankers' Acceptances and BA Equivalent Advances, in each case by the applicable Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof to each Appropriate Lenderby telecopier or electronic communication. Each such notice of a Borrowing (a “Notice of Borrowing”"NOTICE OF BORROWING") shall be by telephone, confirmed immediately in writing, or by telecopier, in substantially the form of Exhibit B-1 hereto, shall be duly executed by a Responsible Officer of specifying therein the Borrower, and shall specify therein: requested (i) the requested date of such Borrowing (which shall be a Business Day); Borrowing, (ii) the Facility under which such Borrowing is requested to be made; , (iii) the Type of Advances requested to comprise comprising such Borrowing (in the case of a US Revolving Credit Borrowing; ), (iv) the requested aggregate amount of such Borrowing; and , (v) in the case of a Borrowing comprised consisting of Eurodollar Rate Advances, the requested duration of the initial Interest Period for each such Advance and the currency of each such Advance; provided, that for the first 20 Business Days after the Initial Borrowing Period, the Borrowers may only select Interest Periods of one month for any Term B Advance or Canadian Term B Advance that is a Eurodollar Rate Advance and (vi) in the case of a Borrowing consisting of Bankers' Acceptances and BA Equivalent Advances, the term of each such Advance. Each Appropriate Lender shall, before 2:00 P.M. 11:00 A.M. (New York, New York City time) on the date of 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 Pro Rata Share 's ratable portion of such BorrowingBorrowing 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 applicable Borrower by crediting the Borrower’s 's Account; provided, however, that, that in the case of any US Revolving Credit Borrowing, the Administrative Agent shall first make (x) a portion of such funds equal to the aggregate principal amount of any Swing Line Canadian Revolving Credit Advances (other than any Bankers' Acceptance and any outstanding Notional Bankers' Acceptance) and Canadian Letter of Credit Advances made by the Swing Line Bank any Canadian Lender or the any Canadian Issuing Bank, as the case may be, and by any other US Revolving Credit Lender and outstanding on the date of such US Revolving Credit Borrowing, plus interest accrued and unpaid interest thereon to and as of such date, available to the Swing Line Bank such Canadian Lender or the such Canadian Issuing Bank, as applicablethe case may be, and such other US Revolving Credit Lenders for repayment of such Canadian Revolving Credit Advances and Canadian Letter of Credit Advances, (y) a portion of such funds equal to the aggregate principal amount of any US Revolving Letter of Credit Advances and any Swing Line Advances made by any Swing Line Bank or any US Issuing Bank, as the case may be, and by any other US Revolving Credit Lender and outstanding on the date of such US Revolving Credit Borrowing, plus interest accrued and unpaid thereon to and as of such date, available to such Swing Line Bank or US Issuing Bank, as the case may be, and such other US Revolving Credit Lenders for repayment of such US Revolving Letter of Credit Advances and Swing Line Advances and Letter (z) a portion of Credit Advances. (i) Each Swing Line Borrowing shall be such funds equal to the Face Amount of any Bankers' Acceptance and any outstanding Notional Bankers' Acceptance made on notice, given not later than 2:00 P.M. (New York, New York time) by any Lender outstanding on the date of the proposed Swing Line Borrowing, by the Borrower to the Swing Line Bank and the Administrative Agent. Each notice of a Swing Line such US Revolving Credit Borrowing (a “Notice of Swing Line Borrowing”) shall be by telephone, confirmed immediately deposited in writing, or telecopier, shall be in substantially the form of Exhibit B-2 hereto and duly executed by a Responsible Officer of the BorrowerBA Collateral Account, and shall specify therein: (A) will be made available to such Lenders for repayment of outstanding Bankers' Acceptances and BA Equivalent Advances, as the requested date of such Borrowing (which shall be a Business Day); (B) case may be, upon the requested amount of such Borrowing; and (C) the requested final maturity of such Borrowing (which maturity shall be no later than the seventh day after the requested date of such Borrowing). Upon fulfillment of the applicable conditions set forth in Article III, the Swing Line Bank will make the amount thereof available for the account of its Applicable Lending Office to the Borrower by crediting the Borrower’s AccountBankers' Acceptances and BA Equivalent Advances. (ii) Upon demand by the Swing Line Bank, with a copy of such demand to the Administrative Agent (which shall give prompt notice thereof to each Revolving Credit Lender), each Revolving Credit Lender shall purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign to each such Revolving Credit Lender, such Revolving Credit Lender’s Pro Rata Share of such outstanding Swing Line Borrowing as of the date of such demand, by making available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account for the account of the Swing Line Bank, in same day funds, an amount equal to such Pro Rata Share. Promptly after receipt of such funds, the Administrative Agent shall transfer such funds to the Swing Line Bank at its Applicable Lending Office. Each Revolving Credit Lender hereby agrees to purchase its Pro Rata Share of an outstanding Swing Line Borrowing on (A) the Business Day on which demand therefor is made by the Swing Line Bank so long as notice of such demand is given not later than 12:00 Noon (New York, New York time) on such Business Day or (B) the first Business Day next succeeding such demand if notice of such demand is given after such time. The Borrower hereby agrees to each such sale and assignment. Upon any such assignment by the Swing Line Bank to any Revolving Credit Lender of a portion of a Swing Line Borrowing, the Swing Line Bank represents and warrants to such 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 Borrowing, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made its Pro Rata Share of any applicable Swing Line Borrowing available to the Administrative Agent in accordance with the foregoing provisions of this Section 2.02(b)(ii), such Revolving Credit Lender hereby agrees to pay to the Administrative Agent forthwith on demand the amount of its Pro Rata Share, together with interest thereon, for each day from the date of demand by the Swing Line Bank therefor 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 the amount of its Pro Rata Share 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 all 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. (iii) The obligation of each Revolving Credit Lender to purchase its Pro Rata Share of each outstanding Swing Line Borrowing upon demand by the Swing Line Bank therefor pursuant to clause (ii) of this Section 2.02(b) shall be absolute, unconditional and irrevocable, and shall be made strictly in accordance with the terms of clause (ii) of this Section 2.02(b) under all circumstances, including, without limitation, the following circumstances: (A) any lack of validity or enforceability of any Loan Document or any other agreement or instrument relating thereto; (B) the existence of any claim, set-off, defense or other right that such Revolving Credit Lender may have at any time against the Swing Line Bank, the Borrower or any other Person, whether in connection with the transactions contemplated by the Loan Documents or any unrelated transaction; (C) the occurrence and continuance of any Default or Event of Default; or (D) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

Making the Advances. (a) Except as otherwise provided in Section 2.02(b) or 2.03 and except that the Term C Borrowing shall be made on the Closing Date2.03, each Borrowing (other than a Swing Line Borrowing) shall be made on notice, given not later than 2:00 P.M. (New York, New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised consisting of Eurodollar Rate Advances, or on the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give prompt notice thereof to each Appropriate LenderLender prompt notice thereof. Each such notice of a Borrowing (a “"Notice of Borrowing”") shall be by telephone, confirmed immediately in writing, or by telex or telecopier, in substantially the form of Exhibit B-1 B hereto, shall be duly executed by a Responsible Officer of specifying therein the Borrower, and shall specify therein: requested (i) the requested date of such Borrowing (which shall be a Business Day); Borrowing, (ii) the Facility under which such Borrowing is requested to be made; , (iii) the Type of Advances requested to comprise comprising such Borrowing; , (iv) the requested aggregate amount of such Borrowing; Borrowing and (v) in the case of a Borrowing comprised consisting of Eurodollar Rate Advances, the requested duration of the initial Interest Period for each such Advance. Each Appropriate Lender shall, before 2:00 P.M. (New York, New York City time) on the date of 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 Pro Rata Share 's ratable portion of such BorrowingBorrowing 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; 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 Swing Line Advances and Letter of Credit Advances made by the <PAGE> 23 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 such Revolving Credit Borrowing, plus interest accrued and unpaid interest thereon to and as of such date, available to the Swing Line Bank or the Issuing Bank, as applicablethe case may be, and such other Revolving Credit Lenders for repayment of such Swing Line Advances and Letter of Credit Advances. (i) Each Swing Line Borrowing shall be made on notice, given not later than 2:00 P.M. (New York, New York time) on the date of the proposed Swing Line Borrowing, by the Borrower to the Swing Line Bank and the Administrative Agent. Each notice of a Swing Line Borrowing (a “Notice of Swing Line Borrowing”) shall be by telephone, confirmed immediately in writing, or telecopier, shall be in substantially the form of Exhibit B-2 hereto and duly executed by a Responsible Officer of the Borrower, and shall specify therein: (A) the requested date of such Borrowing (which shall be a Business Day); (B) the requested amount of such Borrowing; and (C) the requested maturity of such Borrowing (which maturity shall be no later than the seventh day after the requested date of such Borrowing). Upon fulfillment of the applicable conditions set forth in Article III, the Swing Line Bank will make the amount thereof available for the account of its Applicable Lending Office to the Borrower by crediting the Borrower’s Account. (ii) Upon demand by the Swing Line Bank, with a copy of such demand to the Administrative Agent (which shall give prompt notice thereof to each Revolving Credit Lender), each Revolving Credit Lender shall purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign to each such Revolving Credit Lender, such Revolving Credit Lender’s Pro Rata Share of such outstanding Swing Line Borrowing as of the date of such demand, by making available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account for the account of the Swing Line Bank, in same day funds, an amount equal to such Pro Rata Share. Promptly after receipt of such funds, the Administrative Agent shall transfer such funds to the Swing Line Bank at its Applicable Lending Office. Each Revolving Credit Lender hereby agrees to purchase its Pro Rata Share of an outstanding Swing Line Borrowing on (A) the Business Day on which demand therefor is made by the Swing Line Bank so long as notice of such demand is given not later than 12:00 Noon (New York, New York time) on such Business Day or (B) the first Business Day next succeeding such demand if notice of such demand is given after such time. The Borrower hereby agrees to each such sale and assignment. Upon any such assignment by the Swing Line Bank to any Revolving Credit Lender of a portion of a Swing Line Borrowing, the Swing Line Bank represents and warrants to such 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 Borrowing, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made its Pro Rata Share of any applicable Swing Line Borrowing available to the Administrative Agent in accordance with the foregoing provisions of this Section 2.02(b)(ii), such Revolving Credit Lender hereby agrees to pay to the Administrative Agent forthwith on demand the amount of its Pro Rata Share, together with interest thereon, for each day from the date of demand by the Swing Line Bank therefor 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 the amount of its Pro Rata Share 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 all 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. (iii) The obligation of each Revolving Credit Lender to purchase its Pro Rata Share of each outstanding Swing Line Borrowing upon demand by the Swing Line Bank therefor pursuant to clause (ii) of this Section 2.02(b) shall be absolute, unconditional and irrevocable, and shall be made strictly in accordance with the terms of clause (ii) of this Section 2.02(b) under all circumstances, including, without limitation, the following circumstances: (A) any lack of validity or enforceability of any Loan Document or any other agreement or instrument relating thereto; (B) the existence of any claim, set-off, defense or other right that such Revolving Credit Lender may have at any time against the Swing Line Bank, the Borrower or any other Person, whether in connection with the transactions contemplated by the Loan Documents or any unrelated transaction; (C) the occurrence and continuance of any Default or Event of Default; or (D) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

Making the Advances. (a) Except as otherwise provided in Section 2.02(b) or 2.03 and except that the Term C Each Borrowing shall be made on the Closing Date, each Borrowing (other than a Swing Line Borrowing) shall be made on notice, given not later than 2:00 (x) 11:00 A.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 a Borrowing consisting of SOFR Advances, (y) 4:00 P.M. (New York, New York London time) on the third Business Day prior to the date of the proposed Borrowing in the case of a EURIBOR Borrowing comprised of Eurodollar Rate Advancesor a XXXXX Borrowing, or (z) 11:00 A.M. (New York City time) on the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised consisting of Base Rate Advances, by the any Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof to each Appropriate Lenderin writing. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or by telecopier, writing in substantially the form of Exhibit B-1 hereto, shall be duly executed by a Responsible Officer of specifying therein the Borrower, and shall specify therein: requested (i) the requested date of such Borrowing (which shall be a Business Day); Borrowing, (ii) the Facility under which Type of Advances comprising such Borrowing is requested to be made; Borrowing, (iii) the Type of Advances requested to comprise such Borrowing; (iv) the requested aggregate amount of such Borrowing; , (iv) the currency for such Borrowing and (v) in the case of a Borrowing comprised consisting of Eurodollar Rate SOFR Advances or EURIBOR Advances, the requested duration of the initial Interest Period for each such Advance. Each Appropriate Lender shall, before 2:00 1:00 P.M. (New York, New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Advances denominated in Dollars, and before 11:00 A.M. (London time) on the date of such Borrowing, in the case of a Borrowing consisting of XXXXXXX Advances or XXXXX Advances, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative applicable Agent’s Account, in same day funds, such LenderXxxxxx’s Pro Rata Share ratable portion of such Borrowing. 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 requesting the BorrowerBorrowing at the Agent’s Account; provided, however, that, address referred to in Section 9.02 or at 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 Swing Line Advances and Letter of Credit Advances made by the Swing Line Bank or the Issuing Bankapplicable Payment Office, as the case may be, and by any Revolving Credit Lender and outstanding on the date of such Revolving Credit Borrowing, plus accrued and unpaid interest thereon to and as of such date, available to the Swing Line Bank or the Issuing Bank, as applicable, and such other Revolving Credit Lenders for repayment of such Swing Line Advances and Letter of Credit Advances. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) no Borrower may select SOFR Advances, XXXXXXX Advances or XXXXX Advances for any Borrowing if the aggregate amount of such Borrowing is less than the Borrowing Minimum or if the obligation of the Lenders to make such Advances shall then be suspended pursuant to Section 2.07, 2.11 or 2.21 and (ii) the SOFR Advances and EURIBOR Advances may not be outstanding as part of more than 12 separate Borrowings. (c) Each Swing Line Notice of Borrowing shall be made on notice, given not later than 2:00 P.M. (New York, New York time) irrevocable and binding on the date Borrower requesting the Borrowing. In the case of any Borrowing that the proposed Swing Line Borrowingrelated Notice of Borrowing specifies is to be comprised of SOFR Advances or EURIBOR Advances, by the Borrower requesting such Borrowing shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the Swing Line Bank and the Administrative Agent. Each notice of a Swing Line Borrowing (a “date specified in such Notice of Swing Line Borrowing”) shall be by telephone, confirmed immediately in writing, or telecopier, shall be in substantially the form of Exhibit B-2 hereto and duly executed by a Responsible Officer of the Borrower, and shall specify therein: (A) the requested date of Borrowing for such Borrowing (which shall be a Business Day); (B) the requested amount of such Borrowing; and (C) the requested maturity of such Borrowing (which maturity shall be no later than the seventh day after the requested date of such Borrowing). Upon fulfillment of the applicable conditions set forth in Article III, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the Swing Line Bank will make liquidation or reemployment of deposits or other funds acquired by such Lender to fund the amount thereof available for the account Advance to be made by such Lender as part of its Applicable Lending Office to the Borrower by crediting the Borrower’s Accountsuch Borrowing when such Advance, as a result of such failure, is not made on such date. (iid) Upon demand by Unless the Swing Line Bank, with Agent shall have received notice from a copy Lender prior to the time of any Borrowing that such Lender will not make available to the Agent such Xxxxxx’s ratable portion of such demand Borrowing, the Agent may assume that such Xxxxxx has made such portion available to the Administrative Agent (which shall give prompt notice thereof to each Revolving Credit Lender), each Revolving Credit Lender shall purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign to each such Revolving Credit Lender, such Revolving Credit Lender’s Pro Rata Share of such outstanding Swing Line Borrowing as of on the date of such demandBorrowing in accordance with subsection (a) of this Section 2.02 and the Agent may, by making in reliance upon such assumption, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account for the account of the Swing Line Bank, in same day funds, an amount equal to Borrower requesting such Pro Rata Share. Promptly after receipt of such funds, the Administrative Agent shall transfer such funds to the Swing Line Bank at its Applicable Lending Office. Each Revolving Credit Lender hereby agrees to purchase its Pro Rata Share of an outstanding Swing Line Borrowing on (A) the Business Day on which demand therefor is made by the Swing Line Bank so long as notice of such demand is given not later than 12:00 Noon (New York, New York time) on such Business Day or (B) the first Business Day next succeeding such demand if notice of such demand is given after such time. The Borrower hereby agrees to each such sale and assignment. Upon any such assignment by the Swing Line Bank to any Revolving Credit Lender of date a portion of a Swing Line Borrowing, the Swing Line Bank represents and warrants to such 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 Borrowing, the Loan Documents or any Loan Partycorresponding amount. If and to the extent that any Revolving Credit such Lender shall not have so made its Pro Rata Share of any applicable Swing Line Borrowing such ratable portion available to the Administrative Agent in accordance with the foregoing provisions of this Section 2.02(b)(ii)Agent, such Revolving Credit Lender hereby agrees and such Borrower severally agree to pay repay to the Administrative Agent forthwith on demand the such corresponding amount of its Pro Rata Share, together with interest thereon, for each day from the date of demand by the Swing Line Bank therefor such amount is made available to such Borrower until the date such amount is paid repaid to the Administrative Agent, at (i) in the case of a Borrower, the higher of (A) the interest rate applicable at the time to Advances comprising such Borrowing and (B) the cost of funds incurred by the Agent in respect of such amount and (ii) in the case of such Lender, (A) the Federal Funds RateRate in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Lender shall pay repay to the Administrative Agent the amount of its Pro Rata Share for the account of the Swing Line Bank on any Business Daysuch corresponding amount, such amount so paid in respect of principal repaid shall constitute a Swing Line such Lender’s Advance made by as part of such Lender on such Business Day Borrowing for all 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. (iiie) The obligation failure of each Revolving Credit any Lender to purchase make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its Pro Rata Share obligation, if any, hereunder to make its Advance on the date of each outstanding Swing Line Borrowing upon demand by the Swing Line Bank therefor pursuant to clause (ii) of this Section 2.02(b) such Borrowing, but no Lender shall be absolute, unconditional and irrevocable, and shall responsible for the failure of any other Lender to make the Advance to be made strictly in accordance with by such other Lender on the terms of clause (ii) of this Section 2.02(b) under all circumstances, including, without limitation, the following circumstances: (A) any lack of validity or enforceability date of any Loan Document or any other agreement or instrument relating thereto; (B) the existence of any claim, set-off, defense or other right that such Revolving Credit Lender may have at any time against the Swing Line Bank, the Borrower or any other Person, whether in connection with the transactions contemplated by the Loan Documents or any unrelated transaction; (C) the occurrence and continuance of any Default or Event of Default; or (D) any other circumstance or happening whatsoever, whether or not similar to any of the foregoingBorrowing.

Making the Advances. (a) Except as otherwise provided in Section 2.02(b) or 2.03 and except that the Term C The Borrowing of Eurodollar Rate Advances shall be made on notice given by the Closing Date, each Borrowing (other than a Swing Line Borrowing) shall be made on notice, given Borrower to the Administrative Agent not later than 2:00 4:00 P.M. (New York, New York City time) on the third Business Day prior to the date of the proposed Borrowing in (the case of a Borrowing comprised of Eurodollar Rate Advances, or on the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give prompt notice thereof to each Appropriate Lender. Each notice of a Borrowing (a “"Notice of Borrowing”) "). Immediately following receipt of the Notice of Borrowing, the Administrative Agent shall give to each Lender notice thereof by telex or facsimile transmission. The Notice of Borrowing shall be sent by telephonetelex or facsimile transmission, confirmed immediately in writing, or by telecopier, in substantially the form of Exhibit B-1 A hereto, shall be duly executed by a Responsible Officer of the Borrower, and shall specify therein: specifying therein (i) the requested date of such Borrowing (which shall be a Business Day); Borrowing, (ii) the Facility under which such Borrowing is requested to be made; (iii) the Type of Advances requested to comprise such Borrowing; (iv) the requested aggregate amount of such Borrowing; and , (viii) in the case of a that such Borrowing comprised will consist of Eurodollar Rate Advances (or, in the circumstances set forth in Section 2.09(c) and Section 2.09(d) only, Alternate Base Rate Advances), and (iv) the requested duration Interest Period therefor. The Notice of Borrowing shall be irrevocable and binding on the Borrower. The Administrative Agent shall promptly notify each Lender of the initial Interest Period for each such Advanceapplicable interest rate under Section 2.05. Each Appropriate Lender shall, before 2:00 P.M. 11:00 A.M. (New York, New York City time) on the date of 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 Pro Rata Share 's ratable portion of such Borrowing. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s Account; provided, however, thatPanamco Account or such account as the Borrower may designate, in immediately available funds. (b) Anything in clause (a) above to the case contrary notwithstanding, the Borrower may not (i) request any Borrowing hereunder if the aggregate amount of any Revolving Credit such Borrowing is less than U.S. $150,000,000 or an integral higher multiple of U.S. $ 1,000,000, or (ii) request Eurodollar Rate Advances for the Borrowing if the obligation of the Lenders to make such Advances shall then be suspended pursuant to Section 2.09. (c) 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 such Borrowing, the Administrative Agent shall first make a may assume that such Lender has made such portion of such funds equal available to the 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 Revolving Credit Lender and outstanding Administrative Agent on the date of such Revolving Credit BorrowingBorrowing in accordance with clause (a) of this Section 2.02 and the Administrative Agent may, plus accrued and unpaid interest thereon to and as of in reliance upon such dateassumption, make available to the Swing Line Bank or the Issuing Bank, as applicable, and such other Revolving Credit Lenders for repayment of such Swing Line Advances and Letter of Credit Advances. (i) Each Swing Line Borrowing shall be made on notice, given not later than 2:00 P.M. (New York, New York time) on the date of the proposed Swing Line Borrowing, by the Borrower to the Swing Line Bank and the Administrative Agent. Each notice of a Swing Line Borrowing (a “Notice of Swing Line Borrowing”) shall be by telephone, confirmed immediately in writing, or telecopier, shall be in substantially the form of Exhibit B-2 hereto and duly executed by a Responsible Officer of the Borrower, and shall specify therein: (A) the requested date of such Borrowing (which shall be a Business Day); (B) the requested amount of such Borrowing; and (C) the requested maturity of such Borrowing (which maturity shall be no later than the seventh day after the requested date of such Borrowing). Upon fulfillment of the applicable conditions set forth in Article III, the Swing Line Bank will make the amount thereof available for the account of its Applicable Lending Office to the Borrower by crediting the Borrower’s Account. (ii) Upon demand by the Swing Line Bank, with a copy of such demand to the Administrative Agent (which shall give prompt notice thereof to each Revolving Credit Lender), each Revolving Credit Lender shall purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign to each such Revolving Credit Lender, such Revolving Credit Lender’s Pro Rata Share of such outstanding Swing Line Borrowing as of the date of such demand, by making available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account for the account of the Swing Line Bank, in same day funds, an amount equal to such Pro Rata Share. Promptly after receipt of such funds, the Administrative Agent shall transfer such funds to the Swing Line Bank at its Applicable Lending Office. Each Revolving Credit Lender hereby agrees to purchase its Pro Rata Share of an outstanding Swing Line Borrowing on (A) the Business Day on which demand therefor is made by the Swing Line Bank so long as notice of such demand is given not later than 12:00 Noon (New York, New York time) on such Business Day or (B) the first Business Day next succeeding such demand if notice of such demand is given after such time. The Borrower hereby agrees to each such sale and assignment. Upon any such assignment by the Swing Line Bank to any Revolving Credit Lender of date a portion of a Swing Line Borrowing, the Swing Line Bank represents and warrants to such 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 Borrowing, the Loan Documents or any Loan Partycorresponding amount. If and to the extent that any Revolving Credit such Lender shall not have so made its Pro Rata Share of any applicable Swing Line Borrowing such ratable portion available to the Administrative Agent in accordance with the foregoing provisions of this Section 2.02(b)(ii)Agent, such Revolving Credit Lender hereby agrees and the Borrower severally agree to pay repay to the Administrative Agent forthwith on demand the such corresponding amount of its Pro Rata Share, together with interest thereon, for each day from the date of demand by such amount is made available to the Swing Line Bank therefor Borrower until the date such amount is paid repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such time under Section 2.05 to Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay repay to the Administrative Agent the amount of its Pro Rata Share for the account of the Swing Line Bank on any Business Daysuch corresponding amount, such amount so paid in respect of principal repaid shall constitute a Swing Line such Lender's Advance made by such Lender on such Business Day as part of the Borrowing for all 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. (iiid) The obligation failure of each Revolving Credit any Lender to purchase make the Advance to be made by it as part of the Borrowing shall not relieve any other Lender of its Pro Rata Share obligation, if any, hereunder to make its Advance on the date of each outstanding Swing Line Borrowing upon demand by the Swing Line Bank therefor pursuant to clause (ii) of this Section 2.02(b) Borrowing, but no Lender shall be absolute, unconditional and irrevocable, and shall responsible for the failure of any other Lender to make the Advance to be made strictly in accordance with by such other Lender on the terms of clause (ii) of this Section 2.02(b) under all circumstances, including, without limitation, the following circumstances: (A) any lack of validity or enforceability of any Loan Document or any other agreement or instrument relating thereto; (B) the existence of any claim, set-off, defense or other right that such Revolving Credit Lender may have at any time against the Swing Line Bank, the Borrower or any other Person, whether in connection with the transactions contemplated by the Loan Documents or any unrelated transaction; (C) the occurrence and continuance of any Default or Event of Default; or (D) any other circumstance or happening whatsoever, whether or not similar to any date of the foregoingBorrowing.

Making the Advances. (a) Except as otherwise provided in Section 2.02(b) or 2.03 and except that the Term C Each Borrowing shall be made on the Closing Date, each Borrowing (other than a Swing Line Borrowing) shall be made on notice, given (i) (x) in the case of a Borrowing comprising Eurodollar RateTerm Benchmark Advances, not later than 2:00 P.M. 11:00 a.m. (New York, New York 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 a Borrowing comprised of Eurodollar Rate Advancesan RFR Borrowing, or if applicable, not later than 11:00 a.m. (New York time) on the first fifth U.S. Government Securities Business Day prior to the date of the proposed Borrowing Borrowing, and (ii) in the case of a Borrowing comprised of comprising Alternate Base Rate Advances, not later than 11:00 a.m. (New York time) on the date of the proposed Borrowing, by the any Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof to each Appropriate Lenderthereof. Each notice of a Borrowing (a “such Notice of Borrowing”) Borrowing by any Borrower shall be by telephone, confirmed immediately in writing, email or by telecopierany other electronic manner reasonably acceptable to the Administrative Agent, in substantially the form of Exhibit B-1 C hereto, shall be duly executed by a Responsible Officer of the Borrower, and shall specify therein: (i) specifying therein the requested (A) date of such Borrowing Borrowing, (which shall be a Business Day); (iiB) the Facility under which such Borrowing is requested to be made; (iii) the Type of Advances requested to comprise be made in connection with such Borrowing; , (ivC) the requested aggregate amount of such Borrowing; and , (vD) in the case of a Borrowing comprised of comprising Eurodollar Rate RateTerm Benchmark Advances, the requested duration of 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. Each Appropriate Borrower may request that more than one Borrowing be made on any date. Each Lender shall, before 2:00 P.M. 1:00 p.m. (New York, New York time) on the date of 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 Pro Rata Share Percentage of such Borrowing. 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 such Borrower at the Administrative Agent’s aforesaid address. (b) Each Notice of Borrowing delivered by any Borrower by crediting the shall be irrevocable and binding on such Borrower’s Account; provided, however, that, in . In the case of any Revolving Credit BorrowingNotice of Borrowing delivered by any Borrower requesting Eurodollar RateTerm Benchmark Advances (or, the Administrative Agent if applicable, RFR Advances), such Borrower shall first make indemnify each Lender against any loss, cost or expense incurred by such Lender as a portion of such funds equal to the aggregate principal amount result of any Swing Line Advances and Letter of Credit Advances made failure by the Swing Line Bank such Borrower to fulfill on or the Issuing Bank, as the case may be, and by any Revolving Credit Lender and outstanding on before the date of specified in such Revolving Credit Borrowing, plus accrued and unpaid interest thereon to and as of such date, available to the Swing Line Bank or the Issuing Bank, as applicable, and such other Revolving Credit Lenders for repayment of such Swing Line Advances and Letter of Credit Advances. (i) Each Swing Line Borrowing shall be made on notice, given not later than 2:00 P.M. (New York, New York time) on the date of the proposed Swing Line Borrowing, by the Borrower to the Swing Line Bank and the Administrative Agent. Each notice of a Swing Line Borrowing (a “Notice of Swing Line Borrowing”) shall be by telephone, confirmed immediately in writing, or telecopier, shall be in substantially the form of Exhibit B-2 hereto and duly executed by a Responsible Officer of the Borrower, and shall specify therein: (A) the requested date of such Borrowing (which shall be a Business Day); (B) the requested amount of such Borrowing; and (C) the requested maturity of such Borrowing (which maturity shall be no later than the seventh day after the requested date of such Borrowing). Upon fulfillment of the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the Swing Line Bank will make liquidation or redeployment of deposits or other funds acquired by such Lender to fund the amount thereof available for the account Advance to be made by such Lender as part of its Applicable Lending Office to the Borrower by crediting the Borrower’s Account.such Borrowing when such Advance, as a result of such failure, is not made on such date. 753190870 (iic) Upon demand by the Swing Line Bank, with a copy of such demand to the Administrative Agent (which shall give prompt notice thereof to each Revolving Credit Lender), each Revolving Credit Lender shall purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign to each such Revolving Credit Lender, such Revolving Credit Lender’s Pro Rata Share of such outstanding Swing Line Borrowing as of the date of such demand, by making available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account for the account of the Swing Line Bank, in same day funds, an amount equal to such Pro Rata Share. Promptly after receipt of such funds, Unless the Administrative Agent shall transfer such funds have received written notice via facsimile transmission from a Lender prior to the Swing Line Bank at its Applicable Lending Office. Each Revolving Credit Lender hereby agrees to purchase its Pro Rata Share of an outstanding Swing Line Borrowing on (A) the 5:00 p.m. (New York time) one U.S. Government Securities Business Day on which demand therefor is made by prior to the Swing Line Bank so long as notice date of such demand is given not later than a Borrowing comprising Eurodollar RateTerm Benchmark Advances (or, if applicable, RFR Advances) or (B) 12:00 Noon p.m. (New York, New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Business Day or (B) Lender will not make available to the first Business Day next succeeding Administrative Agent such demand if notice Xxxxxx’s Percentage of such demand is given after such time. The Borrower hereby agrees to each such sale and assignment. Upon any such assignment by the Swing Line Bank to any Revolving Credit Lender of a portion of a Swing Line Borrowing, the Swing Line Bank represents and warrants Administrative Agent may assume that such Xxxxxx has made such portion available to such Revolving Credit Lender that the Swing Line Bank is Administrative Agent on the legal and beneficial owner date of such interest being assigned by itBorrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, but makes no other representation or warranty and assumes no responsibility with respect in reliance upon such assumption, make available to the applicable Borrower on such Swing Line Borrowing, the Loan Documents or any Loan Partydate a corresponding amount. If and to the extent that any Revolving Credit such Lender shall not have so made its Pro Rata Share such Percentage of any applicable Swing Line such Borrowing available to the Administrative Agent in accordance with the foregoing provisions of this Section 2.02(b)(ii)Agent, such Revolving Credit Lender hereby agrees and such Borrower severally agree to pay repay to the Administrative Agent forthwith on demand the such corresponding amount of its Pro Rata Share, together with interest thereon, for each day from the date of demand by the Swing Line Bank therefor such amount is made available to such Borrower until the date such amount is paid repaid to the Administrative Agent, at (i) in the case of such Borrower, the interest rate applicable at the time to Advances 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 the amount of its Pro Rata Share for the account of the Swing Line Bank on any Business Daysuch corresponding amount, such amount so paid in respect of principal repaid shall constitute a Swing Line such Lender’s Advance made by as part of such Lender on such Business Day Borrowing for all 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. (iiid) The obligation obligations of each Revolving Credit the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to purchase make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its Pro Rata Share obligation, if any, hereunder to make its Advance on the date of each outstanding Swing Line Borrowing upon demand by the Swing Line Bank therefor pursuant to clause (ii) of this Section 2.02(b) such Borrowing, but no Lender shall be absolute, unconditional and irrevocable, and shall responsible for the failure of any other Lender to make the Advance to be made strictly in accordance with by such other Lender on the terms of clause (ii) of this Section 2.02(b) under all circumstances, including, without limitation, the following circumstances: (A) any lack of validity or enforceability date of any Loan Document or any other agreement or instrument relating thereto; (B) the existence of any claim, set-off, defense or other right that such Revolving Credit Lender may have at any time against the Swing Line Bank, the Borrower or any other Person, whether in connection with the transactions contemplated by the Loan Documents or any unrelated transaction; (C) the occurrence and continuance of any Default or Event of Default; or (D) any other circumstance or happening whatsoever, whether or not similar to any of the foregoingBorrowing.

Making the Advances. (a) Except as otherwise provided in Section 2.02(b) or 2.03 and except that the Term C Each Borrowing shall be made on the Closing Date, each Borrowing (other than a Swing Line Borrowing) shall be made on notice, given not later than 2:00 P.M. (x) 10:00 A.M. (New YorkYork City time) on the date of a proposed Borrowing consisting of Base Rate Advances, (y) 12:00 noon (New York City time) on the third U.S. Government Securities Business Day prior to the date of the a proposed Borrowing in the case consisting of a Borrowing comprised of Eurodollar Rate Advances, or on the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised of Base Reference Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof to each Appropriate Lenderby email. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by email or telephone (if telephone, confirmed immediately in writing, or writing by telecopieremail), in substantially the form of Exhibit B-1 A hereto, shall be duly executed by a Responsible Officer of specifying therein the Borrower, and shall specify therein: requested (i) the requested date of such Borrowing (which shall be a Business Day); Borrowing, (ii) the Facility under which Type of Advances comprising such Borrowing is requested to be made; Borrowing, (iii) the Type of Advances requested to comprise such Borrowing; (iv) the requested aggregate amount of such Borrowing; Borrowing and (viv) in the case of a Borrowing comprised of Eurodollar Reference Rate Advances, the requested duration of the initial Interest Period for each such Advance. The Borrower may, subject to the conditions herein provided, borrow more than one Borrowing on any Business Day. Each Appropriate Lender shall, before 2:00 1:00 P.M. (New YorkYork City time) in the case of a Borrowing consisting of Base Rate Advances, before 11:00 A.M. (New York City time) in the case of a Borrowing consisting of Reference Rate Advances, in each case on the requested date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Accountits applicable address referred to in Section 9.02, in same day funds, such LenderXxxxxx’s Pro Rata Share ratable portion of such Borrowing. 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 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 Revolving Credit Lender and outstanding on the date of such Revolving Credit Borrowing, plus accrued and unpaid interest thereon to and as of such date, available to the Swing Line Bank or the Issuing Bank, as applicable, and such other Revolving Credit Lenders for repayment of such Swing Line Advances and Letter of Credit Advances. (i) Each Swing Line Borrowing shall be made on notice, given not later than 2:00 P.M. (New York, New York time) on the date of the proposed Swing Line Borrowing, by the Borrower to the Swing Line Bank and the Administrative Agent. Each notice of a Swing Line Borrowing (a “Notice of Swing Line Borrowing”) shall be by telephone, confirmed immediately in writing, or telecopier, shall be in substantially the form of Exhibit B-2 hereto and duly executed by a Responsible Officer of the Borrower, and shall specify therein: (A) the requested date of such Borrowing (which shall be a Business Day); (B) the requested amount of such Borrowing; and (C) the requested maturity of such Borrowing (which maturity shall be no later than the seventh day after the requested date of such Borrowing). Upon fulfillment of the applicable conditions set forth in Article IIISection 3.02, the Swing Line Bank Agent will make such funds available to the amount thereof available for Borrower in like funds as received by the Agent either by (i) crediting the account of the Borrower on the books of the Agent with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Agent by the Borrower. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Reference Rate Advances for any Borrowing or with respect to the Conversion or continuance of any Borrowing if the aggregate amount of such Borrowing or such Conversion or continuance is less than the Borrowing Minimum; (ii) there shall be no more than seven Interest Periods relating to Reference Rate Advances outstanding at any time; and (iii) if any Lender shall notify the Agent that the introduction of or any change in or in the interpretation of any law or regulation, in each case after the Effective Date, makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or its Applicable Lending Office to perform its obligations hereunder to make Reference Rate Advances or to fund or maintain Reference Rate Advances hereunder, the Commitment of such Lender to make Reference Rate Advances or to Convert all or any portion of Base Rate Advances shall forthwith be suspended until the Agent shall notify the Borrower by crediting that such Lender has determined that the circumstances causing such suspension no longer exist and the Borrower shall prepay or, if applicable, Convert all Reference Rate Advances of such Lender to Base Rate Advances, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Reference Rate Advances to such day, or immediately, if such Lender may not lawfully continue to maintain such Reference Rate Advances; to the extent that such affected Reference Rate Advances become Base Rate Advances, all payments of principal that would have been otherwise applied to such Reference Rate Advances shall be applied instead to such Lender’s Base Rate Advances; provided that if, at any time after a Lender gives notice under this Section 2.02(b)(iii), such Xxxxxx determines that it may lawfully make Reference Rate Advances, such Lender shall promptly give notice of that determination to the Borrower and the Agent. The Borrower’s Accountright to request, and such Xxxxxx’s obligation, if any, to make Reference Rate Advances shall thereupon be restored; (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower providing such notice. In the case of any Borrowing which the related Notice of Borrowing specifies is to be comprised of Reference Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender 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 such Borrowing or by reason of the termination of hedging or other similar arrangements, in each case when such Advance is not made on such date, including without limitation, as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article 3. The Lender making demand for such indemnification shall deliver to the Borrower concurrently with such demand a written statement as to such losses, expenses and liabilities, and this statement shall be conclusive as to the amount of compensation due to such Xxxxxx, absent manifest error. (iid) Upon demand Unless the Agent shall have received notice from a Lender at least one hour prior to the time any Borrowing is due to be funded by the Swing Line Bank, with a copy Lenders that such Lender will not make available to the Agent such Xxxxxx’s ratable portion of such demand Borrowing, the Agent may assume that such Lender has made such portion available to the Administrative Agent (which shall give prompt notice thereof to each Revolving Credit Lender), each Revolving Credit Lender shall purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign to each such Revolving Credit Lender, such Revolving Credit Lender’s Pro Rata Share of such outstanding Swing Line Borrowing as of on the date of such demandBorrowing in accordance with subsection (a) of this Section 2.02 and the Agent may, by making in reliance upon such assumption, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account for the account of the Swing Line Bank, in same day funds, an amount equal to such Pro Rata Share. Promptly after receipt of such funds, the Administrative Agent shall transfer such funds to the Swing Line Bank at its Applicable Lending Office. Each Revolving Credit Lender hereby agrees to purchase its Pro Rata Share of an outstanding Swing Line Borrowing on (A) the Business Day on which demand therefor is made by the Swing Line Bank so long as notice of such demand is given not later than 12:00 Noon (New York, New York time) Borrower on such Business Day or (B) the first Business Day next succeeding such demand if notice of such demand is given after such time. The Borrower hereby agrees to each such sale and assignment. Upon any such assignment by the Swing Line Bank to any Revolving Credit Lender of date a portion of a Swing Line Borrowing, the Swing Line Bank represents and warrants to such 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 Borrowing, the Loan Documents or any Loan Partycorresponding amount. If and to the extent that any Revolving Credit such Lender shall not have so made its Pro Rata Share of any applicable Swing Line Borrowing such ratable portion available to the Administrative Agent in accordance with the foregoing provisions of this Section 2.02(b)(ii)Agent, such Revolving Credit Lender hereby and the Borrower severally agrees to pay repay to the Administrative Agent forthwith on demand the such corresponding amount of its Pro Rata Share, together with interest thereon, for each day from the date of demand by such amount is made available to the Swing Line Bank therefor Borrower until the date such amount is paid repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to the Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay repay to the Administrative Agent the amount of its Pro Rata Share for the account of the Swing Line Bank on any Business Daysuch corresponding amount, such amount so paid in respect of principal repaid shall constitute a Swing Line such Lender’s Advance made by as part of such Lender on such Business Day Borrowing for all 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. (iiie) The obligation failure of each Revolving Credit any Lender to purchase make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its Pro Rata Share obligation, if any, hereunder to make its Advance on the date of each outstanding Swing Line Borrowing upon demand by the Swing Line Bank therefor pursuant to clause (ii) of this Section 2.02(b) such Borrowing, but no Lender shall be absolute, unconditional and irrevocable, and shall responsible for the failure of any other Lender to make the Advance to be made strictly in accordance with by such other Lender on the terms date of clause (ii) of this Section 2.02(b) under all circumstances, including, without limitation, the following circumstances:any Borrowing. (Af) any lack of validity or enforceability of any Loan Document or any other agreement or instrument relating thereto; (B) the existence of any claim, set-off, defense or other right that such Revolving Credit Lender may have at any time against the Swing Line Bank, the Borrower or any other Person, whether in In connection with the transactions contemplated by implementation and administration of Term SOFR, the Loan Documents Agent will have the right to make Conforming Changes from time to time and any amendments implementing such Conforming Changes will become effective without any further action or any unrelated transaction; (C) the occurrence and continuance consent of any Default or Event of Default; or (D) any other circumstance or happening whatsoever, whether or not similar party to any of the foregoingthis Agreement.

Making the Advances. (a) Except as otherwise provided in Section 2.02(b) or 2.03 and except that the Term C 2.03, each Borrowing shall be made on notice by the Closing DateBorrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof by telex or telecopier. Each such notice of a Borrowing (other than a Swing Line “Notice of Borrowing”) in respect of a Eurodollar Rate Advance shall be made on notice, given not later than 2:00 1:00 P.M. (New York, New York City time) on the third Business Day prior to the date of the proposed Borrowing, and each Notice of Borrowing in the case respect of a Borrowing comprised of Eurodollar Base Rate Advances, or Advance shall be given not later than 1:00 P.M. (New York City time) on the first Business Day immediately prior to the date of the proposed Borrowing in the case of a Borrowing comprised of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give prompt notice thereof to each Appropriate LenderBorrowing. Each notice of a Borrowing (a “Notice of Borrowing”) Borrowing shall be by telephone, confirmed immediately in writing, or electronic mail (containing the Notice of Borrowing as an electronic attachment containing a hand-written signature, confirmed immediately by telephone or telecopier) or telecopier, in substantially the form of Exhibit B-1 hereto, shall be duly executed by a Responsible Officer of specifying therein the Borrower, and shall specify therein: requested (i) the requested date of such Borrowing (which shall be a Business Day); Borrowing, (ii) the Facility under which such Borrowing is requested to be made; , (iii) the Type of Advances requested to comprise Advance comprising such Borrowing; , (iv) the requested aggregate amount of such Borrowing; Borrowing and (v) in the case of a Borrowing comprised consisting of Eurodollar Rate Advances, the requested duration of the initial Interest Period for each such Advance. Each Appropriate Lender shall, before 2:00 1:00 P.M. (New York, New York City time) on the date of 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 Pro Rata Share ratable portion of such BorrowingBorrowing 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 apply such funds equal to prepay ratably the aggregate principal amount of any Swing Line Advances and Letter of Credit Advances made by the Swing Line Bank or the Issuing Bankoutstanding at such time, as the case may be, and by any Revolving Credit Lender and outstanding on the date of such Revolving Credit Borrowing, plus together with interest accrued and unpaid interest thereon to and as of such date, available to the Swing Line Bank or the Issuing Bank, as applicable, and such other Revolving Credit Lenders for repayment of such Swing Line Advances and Letter of Credit Advances. (i) Each Swing Line Borrowing shall be made on notice, given not later than 2:00 1:00 P.M. (New York, 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 electronic mail (containing the Notice of Borrowing as an electronic attachment containing a hand-written signature, confirmed immediately by telephone or telecopier) or telecopier, shall be in substantially the form of Exhibit B-2 hereto and duly executed by a Responsible Officer of the Borrower, and shall specify therein: (A) specifying therein the requested (i) date of such Borrowing Borrowing, (which shall be a Business Day); (Bii) the requested amount of such Borrowing; Borrowing and (Ciii) the requested maturity of such Borrowing (which maturity shall be no later than the seventh day after the requested date of such Borrowing). Upon 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 Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Swing Line Bank Administrative Agent will make the amount thereof such funds available for the account of its Applicable Lending Office to the Borrower by crediting the Borrower’s Account. (ii) Upon demand by 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, with a copy of such demand Bank to the Administrative Agent (which shall give prompt notice thereof to each Revolving Credit Lender), so request on its behalf) that each Revolving Credit Lender shall purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign make a Base Rate Advance in an amount equal to each such Revolving Credit Lender, such Revolving Credit Lender’s Pro Rata Share of such outstanding the amount of Swing Line Advances then outstanding. Such request shall be deemed to be a Notice of Borrowing as 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 date 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 demand, by making notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Notice of Borrowing available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account for the account of the Swing Line Bank, by deposit to the Administrative Agent’s Account, in same day date funds, an amount equal to not later than 1:00 P.M. (New York City time) on the day specified in such Pro Rata Share. Promptly after receipt Notice of such fundsBorrowing. (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 shall transfer such funds to the Swing Line Bank at its Applicable Lending Office. Each Revolving Credit Lender hereby agrees to purchase its Pro Rata Share of an outstanding Swing Line Borrowing on (A) the Business Day on which demand therefor is made request for Base Rate Advances submitted by the Swing Line Bank so long as notice of such demand is given not later than 12:00 Noon (New York, New York timeset forth in Section 2.02(b)(ii) on such Business Day or (B) the first Business Day next succeeding such demand if notice of such demand is given after such time. The Borrower hereby agrees shall be deemed to each such sale and assignment. Upon any such assignment be a request by the Swing Line Bank to any that each of the Revolving Credit Lender of a portion of a Lenders fund its risk participation in the relevant Swing Line Borrowing, Advance and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Bank represents and warrants pursuant to such Revolving Credit Lender that the Swing Line Bank is the legal and beneficial owner Section 2.02(b)(ii) shall be deemed payment in respect of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Swing Line Borrowing, the Loan Documents or any Loan Party. participation. (iv) If and to the extent that any Revolving Credit Lender shall not have so made the amount of its Pro Rata Share of any applicable such Swing Line Borrowing Advance available to the Administrative Agent in accordance with the foregoing provisions of this Section 2.02(b)(ii), such Revolving Credit Lender hereby agrees to pay to the Administrative Agent forthwith on demand the such amount of its Pro Rata Share, together with interest thereon, for each day from the date of demand the applicable Notice of Borrowing delivered by the Swing Line Bank therefor until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate. If such Lender shall pay Neither the Borrower nor any other Loan Party will be liable to the Administrative Agent the amount or to any Lender Party for repayment of its Pro Rata Share for the account of the Swing Line Bank on any Business Day, such amount so paid interest charges (if any). (v) Each Lender’s obligation to make Advances or to purchase and fund risk participations in respect of principal shall constitute a Swing Line Advance made by such Lender on such Business Day for all 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. (iii) The obligation of each Revolving Credit Lender to purchase its Pro Rata Share of each outstanding Swing Line Borrowing upon demand by the Swing Line Bank therefor pursuant to clause (ii) of this Section 2.02(b) shall be absolute, absolute and unconditional and irrevocableshall not be affected by any circumstance, and shall be made strictly in accordance with the terms of clause (ii) of this Section 2.02(b) under all circumstances, including, without limitation, the following circumstances: including (A) any lack of validity or enforceability of any Loan Document or any other agreement or instrument relating thereto; (B) the existence of any claim, set-off, counterclaim, recoupment, defense or other right that which such Revolving Credit Lender may have at any time against the Swing Line Bank, the Borrower or any other PersonPerson for any reason whatsoever, whether in connection with (B) the transactions contemplated by the Loan Documents occurrence of continuance of a Default, or any unrelated transaction; (C) the occurrence and continuance of any Default or Event of Default; or (D) any other circumstance occurrence, event or happening whatsoevercondition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Advances pursuant to this Section 2.02(b) is subject to satisfaction of the conditions set forth in Section 3.02. No funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Advances, together with interest as provided herein.

Making the Advances. (a) Except as otherwise provided in Section 2.02(b) or 2.03 and except that the Term C a. Each Borrowing shall be made on the Closing Date, each Borrowing (other than a Swing Line Borrowing) shall be made on notice, given (i) in the case of a Borrowing comprising SOFR Advances or Green SOFR Advances, not later than 2:00 1:00 P.M. (New York, New York City time) on the third Business Day prior to the date of the proposed Borrowing Borrowing, and (ii) in the case of a Borrowing comprised of Eurodollar comprising Base Rate Advances or Green Base Rate Advances, or 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 a Borrowing comprised of Base Rate AdvancesBorrowing, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof to each Appropriate Lenderthereof. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be transmitted by telephone, confirmed immediately in writing, facsimile or by telecopier, email in substantially the form of Exhibit B-1 A-1 hereto, shall specifying therein the requested (A) date of such Borrowing, (B) Type of Advances to be duly executed by a Responsible Officer made in connection with such Borrowing, (C) aggregate amount of such Borrowing, (D) wire instructions of the Borrower, and shall specify therein: (i) the requested date of such Borrowing (which shall be a Business Day); (ii) the Facility under which such Borrowing is requested to be made; (iii) the Type of Advances requested to comprise such Borrowing; (iv) the requested aggregate amount of such Borrowing; and (vE) in the case of a Borrowing comprised of Eurodollar Rate comprising SOFR Advances or Green SOFR Advances, the requested duration of the initial Interest Period for each such AdvanceAdvances. Each Appropriate Lender shall, before 2:00 P.M. (x) 12:00 noon (New York, New York City time) on the date of such Borrowingany Borrowing comprising SOFR Advances or Green SOFR Advances, and (y) 3:00 P.M. (New York City time) on the date of any Borrowing comprising Base Rate Advances or Green Base Rate Advances, 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 LenderXxxxxx’s Pro Rata Share ratable portion of such Borrowing. 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 in such manner as the Borrower shall have specified in the applicable Notice of Borrowing. a. Each Notice of Borrowing shall be irrevocable and binding on the Borrower’s Account; provided, however, that, in . In the case of any Revolving Credit BorrowingNotice of Borrowing requesting SOFR Advances or Green SOFR Advances, the Administrative Agent Borrower shall first make indemnify each Lender against any loss, cost or expense incurred by such Lender as a portion of such funds equal to the aggregate principal amount result of any Swing Line Advances and Letter of Credit Advances made by the Swing Line Bank failure to fulfill on or the Issuing Bank, as the case may be, and by any Revolving Credit Lender and outstanding on before the date of specified in such Revolving Credit Borrowing, plus accrued and unpaid interest thereon to and as of such date, available to the Swing Line Bank or the Issuing Bank, as applicable, and such other Revolving Credit Lenders for repayment of such Swing Line Advances and Letter of Credit Advances. (i) Each Swing Line Borrowing shall be made on notice, given not later than 2:00 P.M. (New York, New York time) on the date of the proposed Swing Line Borrowing, by the Borrower to the Swing Line Bank and the Administrative Agent. Each notice of a Swing Line Borrowing (a “Notice of Swing Line Borrowing”) shall be by telephone, confirmed immediately in writing, or telecopier, shall be in substantially the form of Exhibit B-2 hereto and duly executed by a Responsible Officer of the Borrower, and shall specify therein: (A) the requested date of Borrowing for such Borrowing (which shall be a Business Day); (B) the requested amount of such Borrowing; and (C) the requested maturity of such Borrowing (which maturity shall be no later than the seventh day after the requested date of such Borrowing). Upon fulfillment of the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the Swing Line Bank will make liquidation or reemployment of deposits or other funds acquired by such Lender to fund the amount thereof available for Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. a. Unless the account of its Applicable Lending Office Administrative Agent shall have received notice from a Lender prior to the Borrower by crediting the Borrower’s Account. (ii) Upon demand by the Swing Line Bank, with a copy time of any Borrowing that such demand Lender will not make available to the Administrative Agent (which shall give prompt notice thereof to each Revolving Credit Lender), each Revolving Credit Lender shall purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign to each such Revolving Credit Lender, such Revolving Credit LenderXxxxxx’s Pro Rata Share ratable portion of such outstanding Swing Line Borrowing as of Borrowing, the Administrative Agent may assume that such Xxxxxx has made such portion available to the Administrative Agent on the date of such demand, by making available for the account Borrowing in accordance with subsection (a) of its Applicable Lending Office to this Section 2.02 and the Administrative Agent at the Administrative Agent’s Account for the account of the Swing Line Bankmay, in same day fundsreliance upon such assumption, an amount equal to such Pro Rata Share. Promptly after receipt of such funds, the Administrative Agent shall transfer such funds make available to the Swing Line Bank at its Applicable Lending Office. Each Revolving Credit Lender hereby agrees to purchase its Pro Rata Share of an outstanding Swing Line Borrowing on (A) the Business Day on which demand therefor is made by the Swing Line Bank so long as notice of such demand is given not later than 12:00 Noon (New York, New York time) Borrower on such Business Day or (B) the first Business Day next succeeding such demand if notice of such demand is given after such time. The Borrower hereby agrees to each such sale and assignment. Upon any such assignment by the Swing Line Bank to any Revolving Credit Lender of date a portion of a Swing Line Borrowing, the Swing Line Bank represents and warrants to such 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 Borrowing, the Loan Documents or any Loan Partycorresponding amount. If and to the extent that any Revolving Credit such Lender shall not have so made its Pro Rata Share of any applicable Swing Line Borrowing such ratable portion available to the Administrative Agent in accordance with the foregoing provisions of this Section 2.02(b)(ii)Agent, such Revolving Credit Lender hereby agrees and the Borrower (following the Administrative Agent’s demand on such Lender for the corresponding amount) severally agree to pay repay to the Administrative Agent forthwith on demand the such corresponding amount of its Pro Rata Share, together with interest thereon, for each day from the date of demand by such amount is made available to the Swing Line Bank therefor Borrower until the date such amount is paid repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Advances 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 the amount of its Pro Rata Share for the account of the Swing Line Bank on any Business Daysuch corresponding amount, such amount so paid in respect of principal repaid shall constitute a Swing Line such Lender’s Advance made by as part of such Lender on such Business Day Borrowing for all 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. (iii) The obligation of each Revolving Credit Lender to purchase its Pro Rata Share of each outstanding Swing Line Borrowing upon demand by the Swing Line Bank therefor pursuant to clause (ii) of this Section 2.02(b) shall be absolute, unconditional and irrevocable, and shall be made strictly in accordance with the terms of clause (ii) of this Section 2.02(b) under all circumstances, including, without limitation, the following circumstances: (A) any lack of validity or enforceability of any Loan Document or any other agreement or instrument relating thereto; (B) the existence of any claim, set-off, defense or other right that such Revolving Credit Lender may have at any time against the Swing Line Bank, the Borrower or any other Person, whether in connection with the transactions contemplated by the Loan Documents or any unrelated transaction; (C) the occurrence and continuance of any Default or Event of Default; or (D) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

Making the Advances. (a) Except as otherwise provided in Section 2.02(b) or 2.03 and except that the Term C Borrowing shall be made on the Closing Date2.03, each ------------------- Borrowing (other than a Swing Line Borrowing) shall be made on notice, given not later than 2:00 P.M. 11:00 A.M. (New York, New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised consisting of Eurodollar Rate Advances, or on the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof to each Appropriate Lenderby telex or telecopier. Each such notice of a Borrowing (a “"Notice of Borrowing”") shall be by telephone, confirmed immediately in writing, or by telex or telecopier, in substantially the form of Exhibit B-1 B hereto, shall be duly executed by a Responsible Officer of specifying therein the Borrower, and shall specify therein: requested (i) the requested date of such Borrowing (which shall be a Business Day); Borrowing, (ii) the Facility under which such Borrowing is requested to be made; , (iii) the Type of Advances requested to comprise comprising such Borrowing; , (iv) the requested aggregate amount of such Borrowing; Borrowing and (v) in the case of a Borrowing comprised consisting of Eurodollar Rate Advances, the requested duration of the initial Interest Period for each such AdvanceAdvances. Each Appropriate Lender shall, before 2:00 P.M. 11:00 A.M. (New York, New York City time) on the date of 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 Pro Rata Share 's ratable portion of such BorrowingBorrowing 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; provided, however, that, in the case of any Revolving Credit Working Capital Borrowing, the Administrative Agent shall first make a portion of such funds equal to the 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 Revolving Credit other Working Capital Lender and outstanding on the date of such Revolving Credit Working Capital Borrowing, plus interest accrued and unpaid interest thereon to and as of such date, available to the Swing Line Bank or the Issuing Bank, as applicablethe case may be, and such other Revolving Credit Working Capital Lenders for repayment of such Swing Line Advances and Letter of Credit Advances. (i) Each Swing Line Borrowing shall be made on notice, given not later than 2:00 P.M. (New York, New York time) on the date of the proposed Swing Line Borrowing, by the Borrower to the Swing Line Bank and the Administrative Agent. Each notice of a Swing Line Borrowing (a “Notice of Swing Line Borrowing”) shall be by telephone, confirmed immediately in writing, or telecopier, shall be in substantially the form of Exhibit B-2 hereto and duly executed by a Responsible Officer of the Borrower, and shall specify therein: (A) the requested date of such Borrowing (which shall be a Business Day); (B) the requested amount of such Borrowing; and (C) the requested maturity of such Borrowing (which maturity shall be no later than the seventh day after the requested date of such Borrowing). Upon fulfillment of the applicable conditions set forth in Article III, the Swing Line Bank will make the amount thereof available for the account of its Applicable Lending Office to the Borrower by crediting the Borrower’s Account. (ii) Upon demand by the Swing Line Bank, with a copy of such demand to the Administrative Agent (which shall give prompt notice thereof to each Revolving Credit Lender), each Revolving Credit Lender shall purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign to each such Revolving Credit Lender, such Revolving Credit Lender’s Pro Rata Share of such outstanding Swing Line Borrowing as of the date of such demand, by making available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account for the account of the Swing Line Bank, in same day funds, an amount equal to such Pro Rata Share. Promptly after receipt of such funds, the Administrative Agent shall transfer such funds to the Swing Line Bank at its Applicable Lending Office. Each Revolving Credit Lender hereby agrees to purchase its Pro Rata Share of an outstanding Swing Line Borrowing on (A) the Business Day on which demand therefor is made by the Swing Line Bank so long as notice of such demand is given not later than 12:00 Noon (New York, New York time) on such Business Day or (B) the first Business Day next succeeding such demand if notice of such demand is given after such time. The Borrower hereby agrees to each such sale and assignment. Upon any such assignment by the Swing Line Bank to any Revolving Credit Lender of a portion of a Swing Line Borrowing, the Swing Line Bank represents and warrants to such 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 Borrowing, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made its Pro Rata Share of any applicable Swing Line Borrowing available to the Administrative Agent in accordance with the foregoing provisions of this Section 2.02(b)(ii), such Revolving Credit Lender hereby agrees to pay to the Administrative Agent forthwith on demand the amount of its Pro Rata Share, together with interest thereon, for each day from the date of demand by the Swing Line Bank therefor 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 the amount of its Pro Rata Share 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 all 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. (iii) The obligation of each Revolving Credit Lender to purchase its Pro Rata Share of each outstanding Swing Line Borrowing upon demand by the Swing Line Bank therefor pursuant to clause (ii) of this Section 2.02(b) shall be absolute, unconditional and irrevocable, and shall be made strictly in accordance with the terms of clause (ii) of this Section 2.02(b) under all circumstances, including, without limitation, the following circumstances: (A) any lack of validity or enforceability of any Loan Document or any other agreement or instrument relating thereto; (B) the existence of any claim, set-off, defense or other right that such Revolving Credit Lender may have at any time against the Swing Line Bank, the Borrower or any other Person, whether in connection with the transactions contemplated by the Loan Documents or any unrelated transaction; (C) the occurrence and continuance of any Default or Event of Default; or (D) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

Making the Advances. (a) Except as otherwise provided in Section 2.02(b) or 2.03 and except that the Term C Each Borrowing shall be made on the Closing Date, each Borrowing (other than a Swing Line Borrowing) shall be made on notice, given not later than 2:00 P.M. 12:00 noon (New York, New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised consisting of Eurodollar Rate Advances, or on the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised of Base Rate Advances, by the Borrower Borrowers to the Administrative Agent, which shall give to each Lender prompt notice thereof to each Appropriate Lenderby telex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or by telex or telecopier, in substantially the form of Exhibit B-1 B hereto, shall be duly executed by a Responsible Officer of specifying therein the Borrower, and shall specify therein: requested (i) the requested date of such Borrowing (which shall be a Business Day); Borrowing, (ii) the Facility under which Type of Advances comprising such Borrowing is requested to be made; Borrowing, (iii) the Type of Advances requested to comprise such Borrowing; (iv) the requested aggregate amount of such Borrowing; Borrowing and (viv) in the case of a Borrowing comprised consisting of Eurodollar Rate Advances, the requested duration of the initial Interest Period for each such Advance. Each Appropriate Lender shall, before 2:00 P.M. 1:00 p.m. (New York, New York City time) on the date of 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 Pro Rata Share ratable portion of such BorrowingBorrowing 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 Borrowers 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 Borrowers’ Account or such funds equal to the aggregate principal amount of any Swing Line Advances and Letter of Credit Advances made by the Swing Line Bank or the Issuing Bank, other account as the case may be, and by any Revolving Credit Lender and outstanding on the date of such Revolving Credit Borrowing, plus accrued and unpaid interest thereon to and as of such date, available to the Swing Line Bank or the Issuing Bank, as applicable, and such other Revolving Credit Lenders for repayment of such Swing Line Advances and Letter of Credit AdvancesBorrowers shall request. (i) Each Swing Line Borrowing shall be made on notice, given not later than 2:00 P.M. (New York, New York time) on the date of the proposed Swing Line Borrowing, by the Borrower to the Swing Line Bank and the Administrative Agent. Each notice of a Swing Line Borrowing (a “Notice of Swing Line Borrowing”) shall be by telephone, confirmed immediately in writing, or telecopier, shall be in substantially the form of Exhibit B-2 hereto and duly executed by a Responsible Officer of the Borrower, and shall specify therein: (A) the requested date of such Borrowing (which shall be a Business Day); (B) the requested amount of such Borrowing; and (C) the requested maturity of such Borrowing (which maturity shall be no later than the seventh day after the requested date of such Borrowing). Upon fulfillment of the applicable conditions set forth in Article III, the Swing Line Bank will make the amount thereof available for the account of its Applicable Lending Office to the Borrower by crediting the Borrower’s Account. (ii) Upon demand by the Swing Line Bank, with a copy of such demand to the Administrative Agent (which shall give prompt notice thereof to each Revolving Credit Lender), each Revolving Credit Lender shall purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign to each such Revolving Credit Lender, such Revolving Credit Lender’s Pro Rata Share of such outstanding Swing Line Borrowing as of the date of such demand, by making available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account for the account of the Swing Line Bank, in same day funds, an amount equal to such Pro Rata Share. Promptly after receipt of such funds, the Administrative Agent shall transfer such funds to the Swing Line Bank at its Applicable Lending Office. Each Revolving Credit Lender hereby agrees to purchase its Pro Rata Share of an outstanding Swing Line Borrowing on (A) the Business Day on which demand therefor is made by the Swing Line Bank so long as notice of such demand is given not later than 12:00 Noon (New York, New York time) on such Business Day or (B) the first Business Day next succeeding such demand if notice of such demand is given after such time. The Borrower hereby agrees to each such sale and assignment. Upon any such assignment by the Swing Line Bank to any Revolving Credit Lender of a portion of a Swing Line Borrowing, the Swing Line Bank represents and warrants to such 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 Borrowing, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made its Pro Rata Share of any applicable Swing Line Borrowing available to the Administrative Agent in accordance with the foregoing provisions of this Section 2.02(b)(ii), such Revolving Credit Lender hereby agrees to pay to the Administrative Agent forthwith on demand the amount of its Pro Rata Share, together with interest thereon, for each day from the date of demand by the Swing Line Bank therefor 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 the amount of its Pro Rata Share 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 all 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. (iii) The obligation of each Revolving Credit Lender to purchase its Pro Rata Share of each outstanding Swing Line Borrowing upon demand by the Swing Line Bank therefor pursuant to clause (ii) of this Section 2.02(b) shall be absolute, unconditional and irrevocable, and shall be made strictly in accordance with the terms of clause (ii) of this Section 2.02(b) under all circumstances, including, without limitation, the following circumstances: (A) any lack of validity or enforceability of any Loan Document or any other agreement or instrument relating thereto; (B) the existence of any claim, set-off, defense or other right that such Revolving Credit Lender may have at any time against the Swing Line Bank, the Borrower or any other Person, whether in connection with the transactions contemplated by the Loan Documents or any unrelated transaction; (C) the occurrence and continuance of any Default or Event of Default; or (D) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

Making the Advances. (a) Except as otherwise provided in Section 2.02(b) ), 2.03 or 2.03 and except that the Term C Borrowing shall be made on the Closing Date2.21,2.03, each Borrowing (other than a Swing Line Borrowing) shall be made on notice, given not later than 2:00 11:00 A. M. (New York City time) (or (5:30 P.M. (New York, 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 a Borrowing comprised consisting of Eurodollar Rate Advances, or on the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof to each Appropriate Lenderby telex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately promptly in writing, or by telex or telecopier, in substantially the form of Exhibit B-1 B hereto, shall be duly executed by a Responsible Officer of specifying therein the Borrower, and shall specify therein: requested (i) the requested date of such Borrowing (which shall be a Business Day); Borrowing, (ii) the Facility under which such Borrowing is requested to be made; , (iii) the Type of Advances requested to comprise comprising such Borrowing; , (iv) the requested aggregate amount of such Borrowing; Borrowing and (v) in the case of a Borrowing comprised consisting of Eurodollar Rate Advances, the requested duration of the initial Interest Period for each such Advance. Each Appropriate Lender shall, before 2:00 P.M. 11:00 A.M. (New York, New York City time) on the date of 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 Pro Rata Share ratable portion of such BorrowingBorrowing 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 any Non-rollup Revolving Credit BorrowingAdvances, the Administrative Agent shall first make a portion of apply such funds equal to prepay ratably the 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 Revolving Credit Lender and outstanding on the date of such Revolving Credit Borrowing, plus interest accrued and unpaid interest thereon to and as of such date, available to the Swing Line Bank or the Issuing Bank, as applicable, and such other Revolving Credit Lenders for repayment of such Swing Line Advances and Letter of Credit Advances. (i) Each Swing Line Borrowing shall be made on notice, given not later than 2:00 P.M. (New York, New York time) on the date of the proposed Swing Line Borrowing, by the Borrower to the Swing Line Bank and the Administrative Agent. Each notice of a Swing Line Borrowing (a “Notice of Swing Line Borrowing”) shall be by telephone, confirmed immediately in writing, or telecopier, shall be in substantially the form of Exhibit B-2 hereto and duly executed by a Responsible Officer of the Borrower, and shall specify therein: (A) the requested date of such Borrowing (which shall be a Business Day); (B) the requested amount of such Borrowing; and (C) the requested maturity of such Borrowing (which maturity shall be no later than the seventh day after the requested date of such Borrowing). Upon fulfillment of the applicable conditions set forth in Article III, the Swing Line Bank will make the amount thereof available for the account of its Applicable Lending Office to the Borrower by crediting the Borrower’s Account. (ii) Upon demand by the Swing Line Bank, with a copy of such demand to the Administrative Agent (which shall give prompt notice thereof to each Revolving Credit Lender), each Revolving Credit Lender shall purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign to each such Revolving Credit Lender, such Revolving Credit Lender’s Pro Rata Share of such outstanding Swing Line Borrowing as of the date of such demand, by making available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account for the account of the Swing Line Bank, in same day funds, an amount equal to such Pro Rata Share. Promptly after receipt of such funds, the Administrative Agent shall transfer such funds to the Swing Line Bank at its Applicable Lending Office. Each Revolving Credit Lender hereby agrees to purchase its Pro Rata Share of an outstanding Swing Line Borrowing on (A) the Business Day on which demand therefor is made by the Swing Line Bank so long as notice of such demand is given not later than 12:00 Noon (New York, New York time) on such Business Day or (B) the first Business Day next succeeding such demand if notice of such demand is given after such time. The Borrower hereby agrees to each such sale and assignment. Upon any such assignment by the Swing Line Bank to any Revolving Credit Lender of a portion of a Swing Line Borrowing, the Swing Line Bank represents and warrants to such 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 Borrowing, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made its Pro Rata Share of any applicable Swing Line Borrowing available to the Administrative Agent in accordance with the foregoing provisions of this Section 2.02(b)(ii), such Revolving Credit Lender hereby agrees to pay to the Administrative Agent forthwith on demand the amount of its Pro Rata Share, together with interest thereon, for each day from the date of demand by the Swing Line Bank therefor 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 the amount of its Pro Rata Share 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 all 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. (iii) The obligation of each Revolving Credit Lender to purchase its Pro Rata Share of each outstanding Swing Line Borrowing upon demand by the Swing Line Bank therefor pursuant to clause (ii) of this Section 2.02(b) shall be absolute, unconditional and irrevocable, and shall be made strictly in accordance with the terms of clause (ii) of this Section 2.02(b) under all circumstances, including, without limitation, the following circumstances: (A) any lack of validity or enforceability of any Loan Document or any other agreement or instrument relating thereto; (B) the existence of any claim, set-off, defense or other right that such Revolving Credit Lender may have at any time against the Swing Line Bank, the Borrower or any other Person, whether in connection with the transactions contemplated by the Loan Documents or any unrelated transaction; (C) the occurrence and continuance of any Default or Event of Default; or (D) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

Making the Advances. (a) Except as otherwise provided in Section 2.03 or, with respect to Swing Line Advances in Section 2.02(b) or 2.03 and except that the Term C Borrowing shall be made on the Closing Datebelow, each Borrowing (other than a Swing Line Borrowing) shall be made on notice, given not later than 2:00 P.M. 1:00 p.m. (New York, New York time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised of Eurodollar Rate Advances, or Advances and on the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised of Base Prime Rate Advances, Advances by the Borrower to the Administrative Agent, which shall give prompt to each appropriate Lender same day notice thereof to each Appropriate Lenderby telex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing”"NOTICE OF BORROWING") shall may be by telephone, confirmed immediately in writing, or by telecopier, telex or telecopier in substantially the form of Exhibit B-1 E hereto, shall be duly executed by a Responsible Officer of specifying therein the Borrower, and shall specify therein: requested (i) the requested date of such Borrowing (which shall be a Business Day); Borrowing, (ii) the Facility under which such Borrowing is requested to be made; , (iii) the Type of Advances requested to comprise comprising such Borrowing; , (iv) the requested aggregate amount of such Borrowing; Borrowing and (v) in the case of a Borrowing comprised consisting of Eurodollar Rate Advances, the requested duration of the initial Interest Period for each such Advance. Each Appropriate appropriate Lender shall, (x) before 2:00 P.M. 1:00 p.m. (New York, New York time) on the date of such BorrowingBorrowing in the case of Eurodollar Rate Advances and (y) before 3:00 p.m. (New York time) on the date of such Borrowing in the case of Prime 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 Pro Rata Share 's ratable portion of such BorrowingBorrowing 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; provided, however, that, 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 Swing Line Advances and Letter of Credit Advances made by the Swing Line Bank or Bank, the Issuing Bank, as the case may be, Bank and by any other Revolving Credit Lender and outstanding on the date of such Revolving Credit BorrowingBorrowing in accordance with the terms of this Agreement, plus interest accrued and unpaid interest thereon to and as of such date, available to the Swing Line Bank or Bank, the Issuing Bank, as applicable, Bank and such other Revolving Credit Lenders for repayment of such Swing Line Advances and Letter of Credit Advances. (ib) Each Swing Line Borrowing shall be made either (x) on notice, given not later than 2:00 P.M. 1:00 p.m. (New York, New York time) on the date Business Day of the proposed Swing Line Borrowing, by the Borrower to the Swing Line Bank and the Administrative AgentAgent 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”"NOTICE OF SWING LINE BORROWING") shall be by telephone, confirmed immediately in writing, or telex or telecopier, shall be in substantially the form of Exhibit B-2 hereto and duly executed by a Responsible Officer of the Borrower, and shall specify therein: (A) specifying therein the requested (i) date of such Borrowing and (which shall be a Business Day); (Bii) the requested amount of such Borrowing; and (C) . The Swing Line Bank shall make the requested maturity amount of the 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 Borrowing (which maturity shall be no later than the seventh day after the requested date of such Borrowing). Upon funds and upon fulfillment of the applicable conditions set forth in Article III, the Swing Line Bank will make the amount thereof available for the account of its Applicable Lending Office to the Borrower by crediting the Borrower’s Account. (ii) Upon demand by the Swing Line Bank, with a copy of such demand to the Administrative Agent (which shall give prompt notice thereof to each Revolving Credit Lender), each Revolving Credit Lender shall purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign to each such Revolving Credit Lender, such Revolving Credit Lender’s Pro Rata Share of such outstanding Swing Line Borrowing as of the date of such demand, by making available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account for the account of the Swing Line Bank, in same day funds, an amount equal to such Pro Rata Share. Promptly after receipt of such funds, the Administrative Agent shall transfer such funds to the Swing Line Bank at its Applicable Lending Office. Each Revolving Credit Lender hereby agrees to purchase its Pro Rata Share of an outstanding Swing Line Borrowing on (A) the Business Day on which demand therefor is made by the Swing Line Bank so long as notice of such demand is given not later than 12:00 Noon (New York, New York time) on such Business Day or (B) the first Business Day next succeeding such demand if notice of such demand is given after such time. The Borrower hereby agrees to each such sale and assignment. Upon any such assignment by the Swing Line Bank to any Revolving Credit Lender of a portion of a Swing Line Borrowing, the Swing Line Bank represents and warrants to such 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 Borrowing, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made its Pro Rata Share of any applicable Swing Line Borrowing available to the Administrative Agent in accordance with the foregoing provisions of this Section 2.02(b)(ii), such Revolving Credit Lender hereby agrees to pay to the Administrative Agent forthwith on demand the amount of its Pro Rata Share, together with interest thereon, for each day from the date of demand by the Swing Line Bank therefor 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 the amount of its Pro Rata Share 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 all 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. (iii) The obligation of each Revolving Credit Lender to purchase its Pro Rata Share of each outstanding Swing Line Borrowing upon demand by the Swing Line Bank therefor pursuant to clause (ii) of this Section 2.02(b) shall be absolute, unconditional and irrevocable, and shall be made strictly in accordance with the terms of clause (ii) of this Section 2.02(b) under all circumstances, including, without limitation, the following circumstances: (A) any lack of validity or enforceability of any Loan Document or any other agreement or instrument relating thereto; (B) the existence of any claim, set-off, defense or other right that such Revolving Credit Lender may have at any time against the Swing Line Bank, the Borrower or any other Person, whether in connection with the transactions contemplated by the Loan Documents or any unrelated transaction; (C) the occurrence and continuance of any Default or Event of Default; or (D) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.the

Making the Advances. (a) Except as otherwise provided in Section 2.02(bEach set of Advances made by the Lenders (a “Borrowing”) or 2.03 and except that after the Term C Borrowing date hereof other than the November 2004 Loan, shall be made on the Closing Date, each notice (a “Borrowing (other than a Swing Line Borrowing) shall be made on noticeRequest”), given not later than 2:00 P.M. 11:00 A.M. (New York, New York City time) on the third first or fifteenth day of the month, by the Company to the Lenders, which date shall be five (5) Business Day Days prior to the date of the proposed Borrowing in the case of a Borrowing comprised of Eurodollar Rate Advances, or on the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give prompt notice thereof to each Appropriate LenderBorrowing. Each notice of a Borrowing (a “Notice of Borrowing”) Request shall be by telephone, confirmed immediately in writing, or by telecopiertelecopier and email, in substantially the form of Exhibit B-1 G hereto, specifying therein the requested (i) date of such Borrowing and (ii) aggregate amount of such Borrowing. The amount of such Borrowing shall be duly executed by a Responsible Officer at least $250,000 (or less only if such amount is the balance of the BorrowerAdvances available under the Notes at such time). In the event that no Default (as defined below) or Event of Default (as defined in the Notes) shall have occurred and be continuing and all conditions to a Borrowing (including those set forth in Article III) shall have been satisfied and each Lender, in its sole and absolute discretion, shall specify thereinhave deemed it advisable to make the requested Advance, then the Company shall be entitled to make Borrowings under the Financing Documents (as defined below). (b) Notwithstanding the foregoing, no Loan shall be made unless both Lenders shall have agreed to fund their respective Advances. If either Lender does not agree to make its Advance, then the other shall not make its Advance. (c) The aggregate indebtedness of the Company hereunder to each Lender shall be evidenced by: (i) the requested date existing note, dated as of October 23, 2002, issued to such Borrowing Lender under the Original Loan Agreement (which shall be a Business Dayan “Original Note”); (ii) the Facility existing note, dated as of October 24, 2003, issued to such Lender under which such Borrowing is requested to be madethe First Amended and Restated Agreement (a “New Note”); (iii) the Type existing note, dated as of Advances requested July 23, 2004, issued to comprise such Borrowing; Lender under the Second Amended and Restated Agreement (the “July 2004 Note”), and (iv) a November 2004 Note (the requested aggregate amount of such Borrowing; and (v) in the case of a Borrowing comprised of Eurodollar Rate AdvancesOriginal Notes, the requested duration of the initial Interest Period for each such Advance. Each Appropriate Lender shall, before 2:00 P.M. (New York, New York time) on the date of 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 Pro Rata Share of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIINotes, the Administrative Agent will make such funds available to July 2004 Notes and 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 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 Revolving Credit Lender and outstanding on the date of such Revolving Credit Borrowing, plus accrued and unpaid interest thereon to and as of such date, available to the Swing Line Bank or the Issuing Bank, as applicable, and such other Revolving Credit Lenders for repayment of such Swing Line Advances and Letter of Credit Advances. (i) Each Swing Line Borrowing November 2004 Notes shall be made on notice, given not later than 2:00 P.M. (New York, New York time) on the date of the proposed Swing Line Borrowing, by the Borrower collectively referred to the Swing Line Bank and the Administrative Agent. Each notice of a Swing Line Borrowing (a as “Notice of Swing Line BorrowingNotes”) shall be by telephone, confirmed immediately in writing, or telecopier, shall be in substantially the form of Exhibit B-2 hereto and duly executed by a Responsible Officer of the Borrower, and shall specify therein: (A) the requested date of such Borrowing (which shall be a Business Day); (B) the requested amount of such Borrowing; and (C) the requested maturity of such Borrowing (which maturity shall be no later than the seventh day after the requested date of such Borrowing). Upon fulfillment of the applicable conditions set forth in Article III, the Swing Line Bank will make the amount thereof available for the account of its Applicable Lending Office to the Borrower by crediting the Borrower’s Account. (ii) Upon demand by the Swing Line Bank, with a copy of such demand to the Administrative Agent (which shall give prompt notice thereof to each Revolving Credit Lender), each Revolving Credit Lender shall purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign to each such Revolving Credit Lender, such Revolving Credit Lender’s Pro Rata Share of such outstanding Swing Line Borrowing as of the date of such demand, by making available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account for the account of the Swing Line Bank, in same day funds, an amount equal to such Pro Rata Share. Promptly after receipt of such funds, the Administrative Agent shall transfer such funds to the Swing Line Bank at its Applicable Lending Office. Each Revolving Credit Lender hereby agrees to purchase its Pro Rata Share of an outstanding Swing Line Borrowing on (A) the Business Day on which demand therefor is made by the Swing Line Bank so long as notice of such demand is given not later than 12:00 Noon (New York, New York time) on such Business Day or (B) the first Business Day next succeeding such demand if notice of such demand is given after such time. The Borrower hereby agrees to each such sale and assignment. Upon any such assignment by the Swing Line Bank to any Revolving Credit Lender of a portion of a Swing Line Borrowing, the Swing Line Bank represents and warrants to such 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 Borrowing, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made its Pro Rata Share of any applicable Swing Line Borrowing available to the Administrative Agent in accordance with the foregoing provisions of this Section 2.02(b)(ii), such Revolving Credit Lender hereby agrees to pay to the Administrative Agent forthwith on demand the amount of its Pro Rata Share, together with interest thereon, for each day from the date of demand by the Swing Line Bank therefor 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 the amount of its Pro Rata Share 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 all 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. (iii) The obligation of each Revolving Credit Lender to purchase its Pro Rata Share of each outstanding Swing Line Borrowing upon demand by the Swing Line Bank therefor pursuant to clause (ii) of this Section 2.02(b) shall be absolute, unconditional and irrevocable, and shall be made strictly in accordance with the terms of clause (ii) of this Section 2.02(b) under all circumstances, including, without limitation, the following circumstances: (A) any lack of validity or enforceability of any Loan Document or any other agreement or instrument relating thereto; (B) the existence of any claim, set-off, defense or other right that such Revolving Credit Lender may have at any time against the Swing Line Bank, the Borrower or any other Person, whether in connection with the transactions contemplated by the Loan Documents or any unrelated transaction; (C) the occurrence and continuance of any Default or Event of Default; or (D) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

Making the Advances. (a) Except as otherwise provided in Section 2.02(b) or 2.03 Each set of Advances made by the Lenders (a “Borrowing”), other than the Initial Loan under the Original Loan Agreement and except that the Term C Borrowing Subsequent Loan, shall be made on the Closing Date, each notice (a “Borrowing (other than a Swing Line Borrowing) shall be made on noticeRequest”), given not later than 2:00 P.M. 11:00 A.M. (New York, New York City time) on the third first or fifteenth day of the month, by the Company to the Lenders, which date shall be five (5) Business Day Days prior to the date of the proposed Borrowing in the case of a Borrowing comprised of Eurodollar Rate Advances, or on the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give prompt notice thereof to each Appropriate LenderBorrowing. Each notice of a Borrowing (a “Notice of Borrowing”) Request shall be by telephone, confirmed immediately in writing, or by telecopiertelecopier and email, in substantially the form of Exhibit B-1 G hereto, specifying therein the requested (i) date of such Borrowing and (ii) aggregate amount of such Borrowing. The amount of such Borrowing shall be duly executed by at least $250,000. In the event that no Default (as defined below) or Event of Default (as defined in the Notes) shall have occurred and be continuing and all conditions to a Responsible Officer Borrowing (including those set forth in Article III) shall have been satisfied and each Lender, in its sole and absolute discretion, shall have deemed it advisable to make the requested Advance, then the Company shall be entitled to make Borrowings under the Financing Documents (as defined below). (b) Notwithstanding the foregoing, no Loan shall be made unless both Lenders shall have agreed to fund their respective Advances. If either Lender does not agree to make its Advance, then the other shall not make its Advance. (c) The aggregate indebtedness of the Borrower, and Company hereunder to each Lender shall specify thereinbe evidenced by: (i) the requested date existing note, dated as of October 23, 2002, issued to such Borrowing Lender under the Original Loan Agreement (which shall be a Business Dayan “Original Note”); and (ii) a New Note (the Facility under which such Borrowing is requested to be made; (iii) “Original Notes” and the Type of Advances requested to comprise such Borrowing; (iv) the requested aggregate amount of such Borrowing; and (v) in the case of a Borrowing comprised of Eurodollar Rate Advances, the requested duration of the initial Interest Period for each such Advance. Each Appropriate Lender shall, before 2:00 P.M. (“New York, New York time) on the date of 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 Pro Rata Share of such Borrowing. 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 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 Revolving Credit Lender and outstanding on the date of such Revolving Credit Borrowing, plus accrued and unpaid interest thereon to and as of such date, available to the Swing Line Bank or the Issuing Bank, as applicable, and such other Revolving Credit Lenders for repayment of such Swing Line Advances and Letter of Credit Advances. (i) Each Swing Line Borrowing Notes” shall be made on notice, given not later than 2:00 P.M. (New York, New York time) on the date of the proposed Swing Line Borrowing, by the Borrower collectively referred to the Swing Line Bank and the Administrative Agent. Each notice of a Swing Line Borrowing (a as “Notice of Swing Line BorrowingNotes”) shall be by telephone, confirmed immediately in writing, or telecopier, shall be in substantially the form of Exhibit B-2 hereto and duly executed by a Responsible Officer of the Borrower, and shall specify therein: (A) the requested date of such Borrowing (which shall be a Business Day); (B) the requested amount of such Borrowing; and (C) the requested maturity of such Borrowing (which maturity shall be no later than the seventh day after the requested date of such Borrowing). Upon fulfillment of the applicable conditions set forth in Article III, the Swing Line Bank will make the amount thereof available for the account of its Applicable Lending Office to the Borrower by crediting the Borrower’s Account. (ii) Upon demand by the Swing Line Bank, with a copy of such demand to the Administrative Agent (which shall give prompt notice thereof to each Revolving Credit Lender), each Revolving Credit Lender shall purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign to each such Revolving Credit Lender, such Revolving Credit Lender’s Pro Rata Share of such outstanding Swing Line Borrowing as of the date of such demand, by making available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account for the account of the Swing Line Bank, in same day funds, an amount equal to such Pro Rata Share. Promptly after receipt of such funds, the Administrative Agent shall transfer such funds to the Swing Line Bank at its Applicable Lending Office. Each Revolving Credit Lender hereby agrees to purchase its Pro Rata Share of an outstanding Swing Line Borrowing on (A) the Business Day on which demand therefor is made by the Swing Line Bank so long as notice of such demand is given not later than 12:00 Noon (New York, New York time) on such Business Day or (B) the first Business Day next succeeding such demand if notice of such demand is given after such time. The Borrower hereby agrees to each such sale and assignment. Upon any such assignment by the Swing Line Bank to any Revolving Credit Lender of a portion of a Swing Line Borrowing, the Swing Line Bank represents and warrants to such 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 Borrowing, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made its Pro Rata Share of any applicable Swing Line Borrowing available to the Administrative Agent in accordance with the foregoing provisions of this Section 2.02(b)(ii), such Revolving Credit Lender hereby agrees to pay to the Administrative Agent forthwith on demand the amount of its Pro Rata Share, together with interest thereon, for each day from the date of demand by the Swing Line Bank therefor 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 the amount of its Pro Rata Share 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 all 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. (iii) The obligation of each Revolving Credit Lender to purchase its Pro Rata Share of each outstanding Swing Line Borrowing upon demand by the Swing Line Bank therefor pursuant to clause (ii) of this Section 2.02(b) shall be absolute, unconditional and irrevocable, and shall be made strictly in accordance with the terms of clause (ii) of this Section 2.02(b) under all circumstances, including, without limitation, the following circumstances: (A) any lack of validity or enforceability of any Loan Document or any other agreement or instrument relating thereto; (B) the existence of any claim, set-off, defense or other right that such Revolving Credit Lender may have at any time against the Swing Line Bank, the Borrower or any other Person, whether in connection with the transactions contemplated by the Loan Documents or any unrelated transaction; (C) the occurrence and continuance of any Default or Event of Default; or (D) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

Making the Advances. (a) Except as otherwise provided in Section 2.02(b) or 2.03 and except that the Term C Borrowing shall be made on the Closing DateSection 2.03(c), each Borrowing (other than a Swing Line Borrowing) shall be made on notice, given not later than 2:00 (x) 1:00 P.M. (New York, 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 a Borrowing comprised consisting of Eurodollar Rate Advances, SOFR Advances or (y) 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 a Borrowing comprised consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof to each Appropriate Lenderby facsimile. Each such notice of a Borrowing (a “Notice of Revolving Credit Borrowing”) shall be by telephone, confirmed immediately in writing, or by telecopier, facsimile in substantially the form of Exhibit B-1 B hereto, shall be duly executed by a Responsible Officer of specifying therein the Borrower, and shall specify therein: requested (i) the requested date of such Borrowing (which shall be a Business Day); Borrowing, (ii) the Facility under which Type of Advances comprising such Borrowing is requested to be made; Borrowing, (iii) the Type of Advances requested to comprise such Borrowing; (iv) the requested aggregate amount of such Borrowing; , and (viv) in the case of a Borrowing comprised consisting of Eurodollar Rate SOFR Advances, the requested duration of the initial Interest Period for each such Advance. Each Appropriate Lender shall, before 2:00 3:00 P.M. (New York, New York City time) on the date of such Borrowing, 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 LenderXxxxxx’s Pro Rata Share ratable portion of such Borrowing. 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 Borrower’s Accountaccount as specified in writing by two Financial Officers of the Borrower; provided, however, that, in that 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 Swing Line Advances and Letter of Credit Advances made by the Swing Line Bank or the Issuing Bank, as the case may be, Banks and by any Revolving Credit other Lender and outstanding on the date of such Revolving Credit Borrowing, plus interest accrued and unpaid interest thereon to and as of such date, available to the Swing Line Bank or the Issuing Bank, as applicable, Banks and such other Revolving Credit Lenders for repayment of such Swing Line Advances and Letter of Credit Advances. (i) Each Swing Line Borrowing shall be made on notice, given not later than 2:00 P.M. (New York, New York time) on the date of the proposed Swing Line Borrowing, by the Borrower to the Swing Line Bank and the Administrative Agent. Each notice of a Swing Line Borrowing (a “Notice of Swing Line Borrowing”) shall be by telephone, confirmed immediately in writing, or telecopier, shall be in substantially the form of Exhibit B-2 hereto and duly executed by a Responsible Officer of the Borrower, and shall specify therein: (A) the requested date of such Borrowing (which shall be a Business Day); (B) the requested amount of such Borrowing; and (C) the requested maturity of such Borrowing (which maturity shall be no later than the seventh day after the requested date of such Borrowing). Upon fulfillment of the applicable conditions set forth in Article III, the Swing Line Bank will make the amount thereof available for the account of its Applicable Lending Office to the Borrower by crediting the Borrower’s Account. (ii) Upon demand by the Swing Line Bank, with a copy of such demand to the Administrative Agent (which shall give prompt notice thereof to each Revolving Credit Lender), each Revolving Credit Lender shall purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign to each such Revolving Credit Lender, such Revolving Credit Lender’s Pro Rata Share of such outstanding Swing Line Borrowing as of the date of such demand, by making available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account for the account of the Swing Line Bank, in same day funds, an amount equal to such Pro Rata Share. Promptly after receipt of such funds, the Administrative Agent shall transfer such funds to the Swing Line Bank at its Applicable Lending Office. Each Revolving Credit Lender hereby agrees to purchase its Pro Rata Share of an outstanding Swing Line Borrowing on (A) the Business Day on which demand therefor is made by the Swing Line Bank so long as notice of such demand is given not later than 12:00 Noon (New York, New York time) on such Business Day or (B) the first Business Day next succeeding such demand if notice of such demand is given after such time. The Borrower hereby agrees to each such sale and assignment. Upon any such assignment by the Swing Line Bank to any Revolving Credit Lender of a portion of a Swing Line Borrowing, the Swing Line Bank represents and warrants to such 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 Borrowing, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made its Pro Rata Share of any applicable Swing Line Borrowing available to the Administrative Agent in accordance with the foregoing provisions of this Section 2.02(b)(ii), such Revolving Credit Lender hereby agrees to pay to the Administrative Agent forthwith on demand the amount of its Pro Rata Share, together with interest thereon, for each day from the date of demand by the Swing Line Bank therefor 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 the amount of its Pro Rata Share 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 all 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. (iii) The obligation of each Revolving Credit Lender to purchase its Pro Rata Share of each outstanding Swing Line Borrowing upon demand by the Swing Line Bank therefor pursuant to clause (ii) of this Section 2.02(b) shall be absolute, unconditional and irrevocable, and shall be made strictly in accordance with the terms of clause (ii) of this Section 2.02(b) under all circumstances, including, without limitation, the following circumstances: (A) any lack of validity or enforceability of any Loan Document or any other agreement or instrument relating thereto; (B) the existence of any claim, set-off, defense or other right that such Revolving Credit Lender may have at any time against the Swing Line Bank, the Borrower or any other Person, whether in connection with the transactions contemplated by the Loan Documents or any unrelated transaction; (C) the occurrence and continuance of any Default or Event of Default; or (D) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

Making the Advances. (a) Except as otherwise provided in Section 2.02(b) or 2.03 Section 2.03(a) and except that the Term C Borrowing shall be with respect to Advances made on the Closing Datepursuant to Section 2.03(c), each Revolving Credit Borrowing (other than a Swing Line Borrowing) shall be made on notice, given not later than 2:00 P.M. (x) 10:00 A.M. (New York, New York City time) on the third Business Day prior to the date of the proposed Revolving Credit Borrowing in the case of a Revolving Credit Borrowing comprised consisting of Eurodollar Eurocurrency Rate Advances, Advances or (y) 2:00 P.M. (New York City time) on the first Business Day prior to the date of the proposed Revolving Credit Borrowing in the case of a Revolving Credit Borrowing comprised consisting of Base Rate Advances, by the any Borrower to the Administrative AgentAgent (and, in the case of a Revolving Credit Borrowing consisting of Eurocurrency Rate Advances denominated in Swiss Francs, simultaneously to the Sub‑Agent), which shall give to each Lender prompt notice thereof to each Appropriate Lenderin writing. Each such notice of a Revolving Credit Borrowing (a “Notice of Revolving Credit Borrowing”) shall be by telephone, confirmed immediately in writing, or by telecopier, writing in substantially the form of Exhibit B-1 B hereto, shall be duly executed by a Responsible Officer of specifying therein the Borrower, and shall specify therein: requested (i) the requested date of such Borrowing (which shall be a Business Day); Revolving Credit Borrowing, (ii) the Facility under which Type of Advances comprising such Borrowing is requested to be made; Revolving Credit Borrowing, (iii) the Type of Advances requested to comprise such Borrowing; (iv) the requested aggregate amount of such Revolving Credit Borrowing; , and (viv) in the case of a Revolving Credit Borrowing comprised consisting of Eurodollar Eurocurrency Rate Advances, the requested duration of the initial Interest Period and currency for each such Advance; provided, however, that if any such notice shall fail to specify a currency, Dollars shall be deemed to have been specified. Each Appropriate Lender shall, before 2:00 4:00 P.M. (New York, New York City time) Interpublic Credit Agreement on the date of such Revolving Credit Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative applicable Agent’s Account, in same day funds, such Lender’s Pro Rata Share ratable portion of such Revolving Credit Borrowing. 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 requesting the BorrowerRevolving Credit Borrowing at the Agent’s Accountaddress referred to in Section 9.02 or, in the case of a Revolving Credit Borrowing in a Committed Currency, at the applicable Payment Office, as the case may be; provided, however, that, in that 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 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 Revolving Credit Lender Banks and outstanding on the date of such Revolving Credit Borrowing, plus interest accrued and unpaid interest thereon to and as of such date, available to the Swing Line Bank or the Issuing Bank, as applicable, and such other Revolving Credit Lenders Banks for repayment of such Swing Line Advances and Letter of Credit Advances. (i) Each Swing Line Borrowing shall be made on notice, given not later than 2:00 P.M. (New York, New York time) on the date of the proposed Swing Line Borrowing, by the Borrower to the Swing Line Bank and the Administrative Agent. Each notice of a Swing Line Borrowing (a “Notice of Swing Line Borrowing”) shall be by telephone, confirmed immediately in writing, or telecopier, shall be in substantially the form of Exhibit B-2 hereto and duly executed by a Responsible Officer of the Borrower, and shall specify therein: (A) the requested date of such Borrowing (which shall be a Business Day); (B) the requested amount of such Borrowing; and (C) the requested maturity of such Borrowing (which maturity shall be no later than the seventh day after the requested date of such Borrowing). Upon fulfillment of the applicable conditions set forth in Article III, the Swing Line Bank will make the amount thereof available for the account of its Applicable Lending Office to the Borrower by crediting the Borrower’s Account. (ii) Upon demand by the Swing Line Bank, with a copy of such demand to the Administrative Agent (which shall give prompt notice thereof to each Revolving Credit Lender), each Revolving Credit Lender shall purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign to each such Revolving Credit Lender, such Revolving Credit Lender’s Pro Rata Share of such outstanding Swing Line Borrowing as of the date of such demand, by making available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account for the account of the Swing Line Bank, in same day funds, an amount equal to such Pro Rata Share. Promptly after receipt of such funds, the Administrative Agent shall transfer such funds to the Swing Line Bank at its Applicable Lending Office. Each Revolving Credit Lender hereby agrees to purchase its Pro Rata Share of an outstanding Swing Line Borrowing on (A) the Business Day on which demand therefor is made by the Swing Line Bank so long as notice of such demand is given not later than 12:00 Noon (New York, New York time) on such Business Day or (B) the first Business Day next succeeding such demand if notice of such demand is given after such time. The Borrower hereby agrees to each such sale and assignment. Upon any such assignment by the Swing Line Bank to any Revolving Credit Lender of a portion of a Swing Line Borrowing, the Swing Line Bank represents and warrants to such 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 Borrowing, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made its Pro Rata Share of any applicable Swing Line Borrowing available to the Administrative Agent in accordance with the foregoing provisions of this Section 2.02(b)(ii), such Revolving Credit Lender hereby agrees to pay to the Administrative Agent forthwith on demand the amount of its Pro Rata Share, together with interest thereon, for each day from the date of demand by the Swing Line Bank therefor 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 the amount of its Pro Rata Share 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 all 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. (iii) The obligation of each Revolving Credit Lender to purchase its Pro Rata Share of each outstanding Swing Line Borrowing upon demand by the Swing Line Bank therefor pursuant to clause (ii) of this Section 2.02(b) shall be absolute, unconditional and irrevocable, and shall be made strictly in accordance with the terms of clause (ii) of this Section 2.02(b) under all circumstances, including, without limitation, the following circumstances: (A) any lack of validity or enforceability of any Loan Document or any other agreement or instrument relating thereto; (B) the existence of any claim, set-off, defense or other right that such Revolving Credit Lender may have at any time against the Swing Line Bank, the Borrower or any other Person, whether in connection with the transactions contemplated by the Loan Documents or any unrelated transaction; (C) the occurrence and continuance of any Default or Event of Default; or (D) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

Making the Advances. (a) Except as otherwise provided in Section 2.02(b) or 2.03 and except that the Term C 2.03, each Borrowing shall be made on notice by the Closing DateBorrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof by telex or telecopier. Each such notice of a Borrowing (other than a Swing Line “Notice of Borrowing”) in respect of a Eurodollar Rate Advance shall be made on notice, given not later than 2:00 1:00 P.M. (New York, New York City time) on the third Business Day prior to the date of the proposed Borrowing, and each Notice of Borrowing in the case respect of a Borrowing comprised of Eurodollar Base Rate Advances, or Advance shall be given not later than 1:00 P.M. (New York City time) on the first Business Day immediately prior to the date of the proposed Borrowing in the case of a Borrowing comprised of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give prompt notice thereof to each Appropriate LenderBorrowing. Each notice of a Borrowing (a “Notice of Borrowing”) Borrowing shall be by telephone, confirmed immediately in writing, or electronic mail (containing the Notice of Borrowing as an electronic attachment containing a hand-written signature, confirmed immediately by telephone or telecopier) or telecopier, in substantially the form of Exhibit B-1 B hereto, shall be duly executed by a Responsible Officer of specifying therein the Borrower, and shall specify therein: requested (i) the requested date of such Borrowing (which shall be a Business Day); Borrowing, (ii) the Facility under which Type of Advance comprising such Borrowing is requested to be made; Borrowing, and (iii) the Type of Advances requested to comprise such Borrowing; (iv) the requested aggregate amount of such Borrowing; and (v) in the case of a Borrowing comprised of Eurodollar Rate Advances, the requested duration of the initial Interest Period for each such Advance. Each Appropriate Lender shall, before 2:00 1:00 P.M. (New York, New York City time) on the date of 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 Pro Rata Share ratable portion of such BorrowingBorrowing in accordance with the respective Commitments under the Revolving Credit 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 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 Revolving Credit Lender and outstanding on the date of such Revolving Credit Borrowing, plus accrued and unpaid interest thereon to and as of such date, available to the Swing Line Bank or the Issuing Bank, as applicable, and such other Revolving Credit Lenders for repayment of such Swing Line Advances and Letter of Credit Advances. (i) Each Swing Line Borrowing shall be made on notice, given not later than 2:00 P.M. (New York, New York time) on the date of the proposed Swing Line Borrowing, by the Borrower to the Swing Line Bank and the Administrative Agent. Each notice of a Swing Line Borrowing (a “Notice of Swing Line Borrowing”) shall be by telephone, confirmed immediately in writing, or telecopier, shall be in substantially the form of Exhibit B-2 hereto and duly executed by a Responsible Officer of the Borrower, and shall specify therein: (A) the requested date of such Borrowing (which shall be a Business Day); (B) the requested amount of such Borrowing; and (C) the requested maturity of such Borrowing (which maturity shall be no later than the seventh day after the requested date of such Borrowing). Upon fulfillment of the applicable conditions set forth in Article III, the Swing Line Bank will make the amount thereof available for the account of its Applicable Lending Office to the Borrower by crediting the Borrower’s Account. (ii) Upon demand by the Swing Line Bank, with a copy of such demand to the Administrative Agent (which shall give prompt notice thereof to each Revolving Credit Lender), each Revolving Credit Lender shall purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign to each such Revolving Credit Lender, such Revolving Credit Lender’s Pro Rata Share of such outstanding Swing Line Borrowing as of the date of such demand, by making available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account for the account of the Swing Line Bank, in same day funds, an amount equal to such Pro Rata Share. Promptly after receipt of such funds, the Administrative Agent shall transfer such funds to the Swing Line Bank at its Applicable Lending Office. Each Revolving Credit Lender hereby agrees to purchase its Pro Rata Share of an outstanding Swing Line Borrowing on (A) the Business Day on which demand therefor is made by the Swing Line Bank so long as notice of such demand is given not later than 12:00 Noon (New York, New York time) on such Business Day or (B) the first Business Day next succeeding such demand if notice of such demand is given after such time. The Borrower hereby agrees to each such sale and assignment. Upon any such assignment by the Swing Line Bank to any Revolving Credit Lender of a portion of a Swing Line Borrowing, the Swing Line Bank represents and warrants to such 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 Borrowing, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made its Pro Rata Share of any applicable Swing Line Borrowing available to the Administrative Agent in accordance with the foregoing provisions of this Section 2.02(b)(ii), such Revolving Credit Lender hereby agrees to pay to the Administrative Agent forthwith on demand the amount of its Pro Rata Share, together with interest thereon, for each day from the date of demand by the Swing Line Bank therefor 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 the amount of its Pro Rata Share 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 all 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. (iii) The obligation of each Revolving Credit Lender to purchase its Pro Rata Share of each outstanding Swing Line Borrowing upon demand by the Swing Line Bank therefor pursuant to clause (ii) of this Section 2.02(b) shall be absolute, unconditional and irrevocable, and shall be made strictly in accordance with the terms of clause (ii) of this Section 2.02(b) under all circumstances, including, without limitation, the following circumstances: (A) any lack of validity or enforceability of any Loan Document or any other agreement or instrument relating thereto; (B) the existence of any claim, set-off, defense or other right that such Revolving Credit Lender may have at any time against the Swing Line Bank, the Borrower or any other Person, whether in connection with the transactions contemplated by the Loan Documents or any unrelated transaction; (C) the occurrence and continuance of any Default or Event of Default; or (D) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

Making the Advances. (a) Except as otherwise provided in Section 2.02(b) or 2.03 and except that the Term C Borrowing shall be made on the Closing Date2.03, each Borrowing (other than a Swing Line Borrowing) shall be made on notice, given not later than 2:00 P.M. (New York, New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised consisting of Eurodollar Rate Advances, or on the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give prompt notice thereof to each Appropriate LenderLender prompt notice thereof. Each such notice of a Borrowing (a “Notice of Borrowing”"NOTICE OF BORROWING") shall be by telephone, confirmed immediately in writing, or by telex or telecopier, in substantially the form of Exhibit B-1 B hereto, shall be duly executed by a Responsible Officer of specifying therein the Borrower, and shall specify therein: requested (i) the requested date of such Borrowing (which shall be a Business Day); Borrowing, (ii) the Facility under which such Borrowing is requested to be made; , (iii) the Type of Advances requested to comprise comprising such Borrowing; , (iv) the requested aggregate amount of such Borrowing; Borrowing and (v) in the case of a Borrowing comprised consisting of Eurodollar Rate Advances, the requested duration of the initial Interest Period for each such Advance. Each Appropriate Lender shall, before 2:00 P.M. (New York, New York City time) on the date of 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 Pro Rata Share 's ratable portion of such BorrowingBorrowing 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; 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 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 such Revolving Credit Borrowing, plus interest accrued and unpaid interest thereon to and as of such date, available to the Swing Line Bank or the Issuing Bank, as applicablethe case may be, and such other Revolving Credit Lenders for repayment of such Swing Line Advances and Letter of Credit Advances. (i) Each Swing Line Borrowing shall be made on notice, given not later than 2:00 P.M. (New York, New York time) on the date of the proposed Swing Line Borrowing, by the Borrower to the Swing Line Bank and the Administrative Agent. Each notice of a Swing Line Borrowing (a “Notice of Swing Line Borrowing”) shall be by telephone, confirmed immediately in writing, or telecopier, shall be in substantially the form of Exhibit B-2 hereto and duly executed by a Responsible Officer of the Borrower, and shall specify therein: (A) the requested date of such Borrowing (which shall be a Business Day); (B) the requested amount of such Borrowing; and (C) the requested maturity of such Borrowing (which maturity shall be no later than the seventh day after the requested date of such Borrowing). Upon fulfillment of the applicable conditions set forth in Article III, the Swing Line Bank will make the amount thereof available for the account of its Applicable Lending Office to the Borrower by crediting the Borrower’s Account. (ii) Upon demand by the Swing Line Bank, with a copy of such demand to the Administrative Agent (which shall give prompt notice thereof to each Revolving Credit Lender), each Revolving Credit Lender shall purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign to each such Revolving Credit Lender, such Revolving Credit Lender’s Pro Rata Share of such outstanding Swing Line Borrowing as of the date of such demand, by making available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account for the account of the Swing Line Bank, in same day funds, an amount equal to such Pro Rata Share. Promptly after receipt of such funds, the Administrative Agent shall transfer such funds to the Swing Line Bank at its Applicable Lending Office. Each Revolving Credit Lender hereby agrees to purchase its Pro Rata Share of an outstanding Swing Line Borrowing on (A) the Business Day on which demand therefor is made by the Swing Line Bank so long as notice of such demand is given not later than 12:00 Noon (New York, New York time) on such Business Day or (B) the first Business Day next succeeding such demand if notice of such demand is given after such time. The Borrower hereby agrees to each such sale and assignment. Upon any such assignment by the Swing Line Bank to any Revolving Credit Lender of a portion of a Swing Line Borrowing, the Swing Line Bank represents and warrants to such 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 Borrowing, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made its Pro Rata Share of any applicable Swing Line Borrowing available to the Administrative Agent in accordance with the foregoing provisions of this Section 2.02(b)(ii), such Revolving Credit Lender hereby agrees to pay to the Administrative Agent forthwith on demand the amount of its Pro Rata Share, together with interest thereon, for each day from the date of demand by the Swing Line Bank therefor 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 the amount of its Pro Rata Share 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 all 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. (iii) The obligation of each Revolving Credit Lender to purchase its Pro Rata Share of each outstanding Swing Line Borrowing upon demand by the Swing Line Bank therefor pursuant to clause (ii) of this Section 2.02(b) shall be absolute, unconditional and irrevocable, and shall be made strictly in accordance with the terms of clause (ii) of this Section 2.02(b) under all circumstances, including, without limitation, the following circumstances: (A) any lack of validity or enforceability of any Loan Document or any other agreement or instrument relating thereto; (B) the existence of any claim, set-off, defense or other right that such Revolving Credit Lender may have at any time against the Swing Line Bank, the Borrower or any other Person, whether in connection with the transactions contemplated by the Loan Documents or any unrelated transaction; (C) the occurrence and continuance of any Default or Event of Default; or (D) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

Making the Advances. (a) Except as otherwise provided in Section 2.02(b) or 2.03 and except that the Term C Borrowing shall be made on the Closing Date2.03, each Borrowing (other than a Swing Line Borrowing) shall be made on notice, given not later than 2:00 P.M. 11:00 A.M. (New York, New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised consisting of Eurodollar Rate Advances, or on the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised consisting of Base Rate Advances, by the Borrower to the Administrative Paying Agent, which shall give to each Appropriate Lender prompt notice thereof to each Appropriate Lenderby telecopier or telex. Each such notice of a Borrowing (a “"Notice of Borrowing”") shall be by telephone, confirmed immediately in writing, or by telecopier, telecopier or telex in substantially the form of Exhibit B-1 hereto, shall be duly executed by a Responsible Officer of specifying therein the Borrower, and shall specify therein: requested (i) the requested date of such Borrowing (which shall be a Business Day); Borrowing, (ii) the Facility under which such Borrowing is requested to be made; , (iii) the Type of Advances requested to comprise comprising such Borrowing; , (iv) the requested aggregate amount of such Borrowing; , and (v) in the case of a Borrowing comprised consisting of Eurodollar Rate Advances, the requested duration of the initial Interest Period for each such Advance. Each Appropriate Lender shall, before 2:00 P.M. 12:00 Noon (New York, New York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Paying Agent at the Administrative Paying Agent’s 's Account, in same day funds, such Lender’s Pro Rata Share 's ratable portion of such BorrowingBorrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders. After the Administrative Paying Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Paying Agent will make such funds available to the Borrower by crediting the Borrower’s 's Account; provided, however, that, in the case of any Revolving Credit Borrowing, the Administrative Paying Agent shall first make a portion of such funds equal to the aggregate principal amount of any Swing Line Advances and Letter of Credit Advances made by the Swing Line Bank or the 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 interest thereon to and as of such date, available to the Swing Line Bank or the such Issuing Bank, as applicablethe case may be, and such other Revolving Credit Lenders for repayment of such Swing Line Advances and Letter of Credit Advances. (i) Each Swing Line Borrowing shall be made on notice, given not later than 2:00 P.M. 11:30 A.M. (New York, New York City time) on the date of the proposed Swing Line Borrowing, by the Borrower to the Swing Line Bank and the Administrative Paying Agent. Each such notice of a Swing Line Borrowing (a “"Notice of Swing Line Borrowing”") shall be by telephone, confirmed immediately in writing, writing or telex or telecopier, shall be in substantially specifying therein the form of Exhibit B-2 hereto and duly executed by a Responsible Officer of the Borrower, and shall specify therein: requested (A) the requested date of such Borrowing (which shall be a Business Day); and (B) the requested amount of such Borrowing; Borrowing and shall constitute a representation and warranty by the Borrower (C) upon which the requested maturity Swing Line Bank may conclusively rely, in the absence of such Borrowing (which maturity shall be no later than prior receipt by the seventh day after Swing Line Bank of written notice from an Agent or Revolving Credit Lenders holding at least 51% of the requested date Revolving Credit Commitments that the conditions precedent to the making of such BorrowingSwing Line Advances have not been satisfied or duly waived). Upon fulfillment of the applicable conditions set forth in Article III, the Swing Line Bank will make the amount thereof available for the account of its Applicable Lending Office to the Borrower by crediting the Borrower’s 's Account. (ii) Upon demand by (A) (1) Subject to clause (ii)(B) below, in the event that on any Business Day the Swing Line Bank, with a copy Bank desires that all or any portion of such demand to the Administrative Agent (which shall give prompt notice thereof to each Revolving Credit Lender), each Revolving Credit Lender shall purchase from the one or more Swing Line BankAdvances be paid, and the Swing Line Bank shall sell promptly notify the Paying Agent to that effect and assign indicate the portion of the Swing Line Advances to be paid. (2) The Paying Agent agrees to promptly transmit to the Lenders the information contained in each such notice received by the Paying Agent under clause (ii)(A)(1) above, and shall concurrently notify the other Agents and the Revolving Credit Lenders of each Revolving Credit Lender, such Revolving Credit Lender’s 's Pro Rata Share of such outstanding the Swing Line Borrowing as of Advances (or portion thereof) to be paid. (3) Each Revolving Credit Lender hereby unconditionally and irrevocably agrees to fund to the date of such demand, by making available Paying Agent for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account for the account benefit of the Swing Line Bank, in lawful money of the United States and in same day funds, an amount equal to such Pro Rata Share. Promptly after receipt of such funds, the Administrative Agent shall transfer such funds to the Swing Line Bank at its Applicable Lending Office. Each Revolving Credit Lender hereby agrees to purchase its Pro Rata Share of an outstanding Swing Line Borrowing on (A) the Business Day on which demand therefor is made by the Swing Line Bank so long as notice of such demand is given not later than 12:00 Noon noon (New York, New York City time) on such the Business Day or (B) immediately following the first Business Day next succeeding such demand if notice of such demand is given after such time. The Borrower hereby agrees to each such sale and assignment. Upon any such assignment by the Swing Line Bank to any Revolving Credit Lender of a portion of a Swing Line Borrowing, the Swing Line Bank represents and warrants to such Revolving Credit Lender that the Swing Line Bank is the legal and beneficial owner Lender's receipt of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Swing Line Borrowing, notice from the Loan Documents or Paying Agent (provided that if any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made its Pro Rata Share of any applicable Swing Line Borrowing available receive such notice at or prior to the Administrative Agent in accordance with the foregoing provisions of this Section 2.02(b)(ii), such Revolving Credit Lender hereby agrees to pay to the Administrative Agent forthwith 1:00 P.M. (New York City time) on demand the amount of its Pro Rata Share, together with interest thereon, for each day from the date of demand by the Swing Line Bank therefor 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 the amount of its Pro Rata Share for the account of the Swing Line Bank on any a Business Day, such amount so paid in respect of principal funding shall constitute a Swing Line Advance be made by such Lender on such Business Day for all purposes Day), a Revolving Credit Advance in the amount of this Agreement, and such Lender's Pro Rata Share of the outstanding principal amount payment of the Swing Line Advance Advances to be made by the Swing Line Bank shall be reduced by such amount on such Business Day. date, regardless, however, of whether (iiix) The obligation the conditions precedent thereto set forth in Article III are then satisfied, (y) the Borrower has provided a Notice of each Borrowing under Section 2.02(a) hereof and (z) the Revolving Credit Lender to purchase its Pro Rata Share of each outstanding Swing Line Borrowing upon demand by the Swing Line Bank therefor pursuant to clause (ii) of this Section 2.02(b) shall be absoluteFacility has been terminated, unconditional and irrevocable, and shall be made strictly in accordance with the terms of clause (ii) of this Section 2.02(b) under all circumstances, including, without limitation, the following circumstances: (A) any lack of validity or enforceability of any Loan Document or any other agreement or instrument relating thereto; (B) the existence of any claim, set-off, defense or other right that such Revolving Credit Lender may have at any time against the Swing Line Bank, the Borrower or any other Person, whether in connection with the transactions contemplated by the Loan Documents or any unrelated transaction; (C) the occurrence and continuance of any Default or Event of Default; or (D) any other circumstance Default exists or happening whatsoever, whether all or not similar to any of the foregoingNotes have been accelerated, but subject to clause (B) below and subject to the limitations in respect of the amount of Revolving Credit Advances contained in Section 2.01(b). The proceeds of each such Revolving Credit Advance shall be immediately paid over to the Paying Agent for the benefit of the Swing Line Bank for application to the Swing Line Facility. Each such Revolving Credit Advance shall initially be a Base Rate Advance and shall be deemed to be requested by the Borrower pursuant to Section 2.02(a).

Making the Advances. (a) Except as otherwise provided in Section 2.02(b) or 2.03 and except that the Term C Each Borrowing shall be made on the Closing Date, each Borrowing (other than a Swing Line Borrowing) shall be made on notice, given not later than 2:00 P.M. 11:00 A.M. (New York, New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised consisting of Eurodollar Rate Advances, or on the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised consisting of Base Rate Advances, by the Borrower to the Administrative Paying Agent, which shall give to each Lender prompt notice thereof to each Appropriate Lenderby telecopier or telex. Each such notice of a Borrowing (a “"Notice of Borrowing”") shall be by telephone, confirmed immediately in writing, or by telecopier, telecopier or telex in substantially the form of Exhibit B-1 B hereto, shall be duly executed by a Responsible Officer of specifying therein the Borrower, and shall specify therein: requested (i) the requested date of such Borrowing (which shall be a Business Day); Borrowing, (ii) the Facility under which Type of Advances comprising such Borrowing is requested to be made; Borrowing, (iii) the Type of Advances requested to comprise such Borrowing; (iv) the requested aggregate amount of such Borrowing; , and (viv) in the case of a Borrowing comprised consisting of Eurodollar Rate Advances, the requested duration of the initial Interest Period for each such Advance. Each Appropriate Lender shall, before 2:00 P.M. 12:00 Noon (New York, New York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Paying Agent at the Administrative Paying Agent’s 's Account, in same day funds, such Lender’s Pro Rata Share 's ratable portion of such BorrowingBorrowing in accordance with the respective Commitments of such Lender and the other Lenders. After the Administrative Paying Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Paying Agent will make such funds available to the Borrower by crediting the Borrower’s 's Account; provided. (b) Anything in subsection (a) above to the contrary notwithstanding, however(i) the Borrower may not select Eurodollar Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $10,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.08, that, in 2.09 or 2.10 and (ii) the Advances may not be outstanding as part of more than 12 separate Borrowings. (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Revolving Credit BorrowingBorrowing that the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Administrative Agent Borrower shall first make indemnify each Lender against any loss, cost or expense incurred by such Lender as a portion of such funds equal to the aggregate principal amount result of any Swing Line Advances and Letter of Credit Advances made by the Swing Line Bank failure to fulfill on or the Issuing Bank, as the case may be, and by any Revolving Credit Lender and outstanding on before the date of specified in such Revolving Credit Borrowing, plus accrued and unpaid interest thereon to and as of such date, available to the Swing Line Bank or the Issuing Bank, as applicable, and such other Revolving Credit Lenders for repayment of such Swing Line Advances and Letter of Credit Advances. (i) Each Swing Line Borrowing shall be made on notice, given not later than 2:00 P.M. (New York, New York time) on the date of the proposed Swing Line Borrowing, by the Borrower to the Swing Line Bank and the Administrative Agent. Each notice of a Swing Line Borrowing (a “Notice of Swing Line Borrowing”) shall be by telephone, confirmed immediately in writing, or telecopier, shall be in substantially the form of Exhibit B-2 hereto and duly executed by a Responsible Officer of the Borrower, and shall specify therein: (A) the requested date of Borrowing for such Borrowing (which shall be a Business Day); (B) the requested amount of such Borrowing; and (C) the requested maturity of such Borrowing (which maturity shall be no later than the seventh day after the requested date of such Borrowing). Upon fulfillment of the applicable conditions set forth in Article III, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the Swing Line Bank will make liquidation or reemployment of deposits or other funds acquired by such Lender to fund the amount thereof available for the account Advance to be made by such Lender as part of its Applicable Lending Office to the Borrower by crediting the Borrower’s Accountsuch Borrowing when such Advance, as a result of such failure, is not made on such date. (iid) Upon demand by Unless the Swing Line Bank, with a copy Paying Agent shall have received notice from an Lender prior to the date of any Borrowing that such Lender will not make available to the Paying Agent such Lender's ratable portion of such demand Borrowing, the Paying Agent may assume that such Lender has made such portion available to the Administrative Paying Agent (which shall give prompt notice thereof to each Revolving Credit Lender), each Revolving Credit Lender shall purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign to each such Revolving Credit Lender, such Revolving Credit Lender’s Pro Rata Share of such outstanding Swing Line Borrowing as of on the date of such demandBorrowing in accordance with this Section 2.02 and the Paying Agent may, by making in reliance upon such assumption, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account for the account of the Swing Line Bank, in same day funds, an amount equal to such Pro Rata Share. Promptly after receipt of such funds, the Administrative Agent shall transfer such funds to the Swing Line Bank at its Applicable Lending Office. Each Revolving Credit Lender hereby agrees to purchase its Pro Rata Share of an outstanding Swing Line Borrowing on (A) the Business Day on which demand therefor is made by the Swing Line Bank so long as notice of such demand is given not later than 12:00 Noon (New York, New York time) Borrower on such Business Day or (B) the first Business Day next succeeding such demand if notice of such demand is given after such time. The Borrower hereby agrees to each such sale and assignment. Upon any such assignment by the Swing Line Bank to any Revolving Credit Lender of date a portion of a Swing Line Borrowing, the Swing Line Bank represents and warrants to such 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 Borrowing, the Loan Documents or any Loan Partycorresponding amount. If and to the extent that any Revolving Credit such Lender shall not have so made its Pro Rata Share of any applicable Swing Line Borrowing such ratable portion available to the Administrative Agent in accordance with the foregoing provisions of this Section 2.02(b)(ii)Paying Agent, such Revolving Credit Lender hereby agrees and the Borrower severally agree to pay repay to the Administrative Paying Agent forthwith on demand the such corresponding amount of its Pro Rata Share, together with interest thereon, for each day from the date of demand by such amount is made available to the Swing Line Bank therefor Borrower until the date such amount is paid repaid to the Administrative Paying Agent, at (i) in the case of the Borrower, the interest rate applicable at such time under Section 2.06 to Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay repay to the Administrative Paying Agent the amount of its Pro Rata Share for the account of the Swing Line Bank on any Business Daysuch corresponding amount, such amount so paid in respect of principal repaid shall constitute a Swing Line such Lender's Advance made by as part of such Lender on such Business Day Borrowing for all 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. (iiie) The obligation failure of each Revolving Credit any Lender to purchase make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its Pro Rata Share obligation, if any, hereunder to make its Advance on the date of each outstanding Swing Line Borrowing upon demand by the Swing Line Bank therefor pursuant to clause (ii) of this Section 2.02(b) such Borrowing, but no Lender shall be absolute, unconditional and irrevocable, and shall responsible for the failure of any other Lender to make the Advance to be made strictly in accordance with by such other Lender on the terms of clause (ii) of this Section 2.02(b) under all circumstances, including, without limitation, the following circumstances: (A) any lack of validity or enforceability date of any Loan Document or any other agreement or instrument relating thereto; (B) the existence of any claim, set-off, defense or other right that such Revolving Credit Lender may have at any time against the Swing Line Bank, the Borrower or any other Person, whether in connection with the transactions contemplated by the Loan Documents or any unrelated transaction; (C) the occurrence and continuance of any Default or Event of Default; or (D) any other circumstance or happening whatsoever, whether or not similar to any of the foregoingBorrowing.

Making the Advances. (a) Except as otherwise provided in Section 2.02(b) or 2.03 and except that the Term C Each Borrowing shall be made on the Closing Date, each Borrowing (other than a Swing Line Borrowing) shall be made on notice, given not later than 2:00 P.M. (i) the Effective Date in the case of the proposed Borrowing on the Effective Date, and (ii) in each other case, (x) 11:00 A.M. (New York, New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised consisting of Eurodollar LIBO Rate Advances, Advances or (y) 11:00 A.M. (New York City time) on the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised consisting of Base Rate Advances, by the Borrower to the Administrative AgentAgent by telecopier or other electronic transmission, which shall give to each Lender prompt notice (in the case of a proposed Borrowing consisting of Base Rate Advances, by 12:00 P.M. (New York City time)) thereof to each Appropriate Lenderby telecopier or other electronic transmission. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately promptly in writing, telecopier or by telecopier, other electronic transmission in substantially the form of Exhibit B-1 B hereto, shall be duly executed by a Responsible Officer specifying therein (in the case of any Borrowing on an Increase Option Date, subject to Section 2.17(c)) the Borrower, and shall specify therein: requested (i) the requested date of such Borrowing (which shall be a Business Day); Borrowing, (ii) the Facility under which Type of Advances comprising such Borrowing is requested to be made; Borrowing, (iii) the Type of Advances requested to comprise such Borrowing; (iv) the requested aggregate amount of such Borrowing; , and (viv) in the case of a Borrowing comprised consisting of Eurodollar LIBO Rate Advances, the requested duration of the initial Interest Period for each such Advance. Each Appropriate Lender shall, before 2:00 P.M. 11:00 A.M. (New York, New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of LIBO Rate Advances and before 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 applicable Administrative Agent’s Account, in same day funds, such Lender’s Pro Rata Share ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, Section 4.2 the Administrative Agent will make such funds available to the Borrower by crediting at the account of the Borrower specified in the applicable Notice of Borrowing. (b) [Intentionally omitted]. (c) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select LIBO Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $5,000,000 or if the obligation of the Lenders to make LIBO Rate Advances shall then be suspended pursuant to Section 2.8 or 3.1 and (ii) the LIBO Rate Advances may not be outstanding as part of more than two separate Borrowings. (d) Each Notice of Borrowing shall be irrevocable and binding on the Borrower’s Account; provided, however, that, in . In the case of any Revolving Credit Borrowing that the related Notice of Borrowing specifies is to be comprised of LIBO Rate Advances, the Borrower shall indemnify each Lender in accordance with Section 3.4. (e) Unless the Administrative Agent shall have received notice from a Lender prior to the time of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of such Borrowing, the Administrative Agent shall first make a may assume that such Lender has made such portion of such funds equal available to the 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 Revolving Credit Lender and outstanding Administrative Agent on the date of such Revolving Credit BorrowingBorrowing in accordance with subsection (a) of this Section 2.2, plus accrued and unpaid interest thereon to and as of the Administrative Agent may, in reliance upon such dateassumption, make available to the Swing Line Bank or the Issuing Bank, as applicable, and such other Revolving Credit Lenders for repayment of such Swing Line Advances and Letter of Credit Advances. (i) Each Swing Line Borrowing shall be made on notice, given not later than 2:00 P.M. (New York, New York time) on the date of the proposed Swing Line Borrowing, by the Borrower to the Swing Line Bank and the Administrative Agent. Each notice of a Swing Line Borrowing (a “Notice of Swing Line Borrowing”) shall be by telephone, confirmed immediately in writing, or telecopier, shall be in substantially the form of Exhibit B-2 hereto and duly executed by a Responsible Officer of the Borrower, and shall specify therein: (A) the requested date of such Borrowing (which shall be a Business Day); (B) the requested amount of such Borrowing; and (C) the requested maturity of such Borrowing (which maturity shall be no later than the seventh day after the requested date of such Borrowing). Upon fulfillment of the applicable conditions set forth in Article III, the Swing Line Bank will make the amount thereof available for the account of its Applicable Lending Office to the Borrower by crediting the Borrower’s Account. (ii) Upon demand by the Swing Line Bank, with a copy of such demand to the Administrative Agent (which shall give prompt notice thereof to each Revolving Credit Lender), each Revolving Credit Lender shall purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign to each such Revolving Credit Lender, such Revolving Credit Lender’s Pro Rata Share of such outstanding Swing Line Borrowing as of the date of such demand, by making available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account for the account of the Swing Line Bank, in same day funds, an amount equal to such Pro Rata Share. Promptly after receipt of such funds, the Administrative Agent shall transfer such funds to the Swing Line Bank at its Applicable Lending Office. Each Revolving Credit Lender hereby agrees to purchase its Pro Rata Share of an outstanding Swing Line Borrowing on (A) the Business Day on which demand therefor is made by the Swing Line Bank so long as notice of such demand is given not later than 12:00 Noon (New York, New York time) on such Business Day or (B) the first Business Day next succeeding such demand if notice of such demand is given after such time. The Borrower hereby agrees to each such sale and assignment. Upon any such assignment by the Swing Line Bank to any Revolving Credit Lender of date a portion of a Swing Line Borrowing, the Swing Line Bank represents and warrants to such 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 Borrowing, the Loan Documents or any Loan Partycorresponding amount. If and to the extent that any Revolving Credit such Lender shall not have so made its Pro Rata Share of any applicable Swing Line Borrowing such ratable portion available to the Administrative Agent in accordance with the foregoing provisions of this Section 2.02(b)(ii)Agent, such Revolving Credit Lender hereby agrees and the Borrower severally agree to pay repay to the Administrative Agent forthwith on demand the such corresponding amount of its Pro Rata Share, together with interest thereon, for each day from the date of demand by such amount is made available to the Swing Line Bank therefor Borrower until the date such amount is paid repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to the Advances comprising 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 repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (f) The failure of any Lender to make the amount Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its Pro Rata Share obligation, if any, hereunder to make its Advance on the date of 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. (g) If any Lender shall default in its obligations under Section 2.1, the Agents shall, at the request of the Borrower, use reasonable efforts to find a bank or other financial institution acceptable to the Borrower and reasonably acceptable to the Administrative Agent to replace such Lender on terms acceptable to the Borrower and to have such bank or other financial institution replace such Lender. (h) Each Lender may, if it so elects, fulfill its obligation to make or continue Advances hereunder by causing one of its foreign branches or Affiliates (or an international banking facility created by such Lender) to make or maintain such Advance; provided that such Advance shall nonetheless be deemed to have been made and to be held by such Lender, and the obligation of the Borrower to repay such Advance shall nevertheless be to such Lender for the account of the Swing Line Bank on any Business Daysuch foreign branch, such amount so paid in respect of principal shall constitute a Swing Line Advance made by such Lender on such Business Day for all 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 DayAffiliate or international banking facility. (iii) The obligation of each Revolving Credit Lender to purchase its Pro Rata Share of each outstanding Swing Line Borrowing upon demand by the Swing Line Bank therefor pursuant to clause (ii) of this Section 2.02(b) shall be absolute, unconditional and irrevocable, and shall be made strictly in accordance with the terms of clause (ii) of this Section 2.02(b) under all circumstances, including, without limitation, the following circumstances: (A) any lack of validity or enforceability of any Loan Document or any other agreement or instrument relating thereto; (B) the existence of any claim, set-off, defense or other right that such Revolving Credit Lender may have at any time against the Swing Line Bank, the Borrower or any other Person, whether in connection with the transactions contemplated by the Loan Documents or any unrelated transaction; (C) the occurrence and continuance of any Default or Event of Default; or (D) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

Making the Advances. (a) Except as otherwise provided in Section 2.02(b) or 2.03 and except that the Term C Borrowing shall be made on the Closing DateSection 2.03(c), each Borrowing (other than a Swing Line Borrowing) shall be made on notice, given not later than 2:00 P.M. (x) 1:00 p.m. (New York, 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 a Borrowing comprised consisting of Eurodollar SOFR Rate Advances, Advances or (y) 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 a Borrowing comprised consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof to each Appropriate Lenderthereof. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, telephone (confirmed immediately in writing) electronic delivery, or by telecopier, telecopier in substantially the form of Exhibit B-1 B hereto, shall be duly executed by a Responsible Officer of specifying therein the Borrower, and shall specify therein: requested (i) the requested date of such Borrowing (which shall be a Business Day); Borrowing, (ii) the Facility under which Type of Advances comprising such Borrowing is requested to be made; Borrowing, (iii) the Type of Advances requested to comprise such Borrowing; (iv) the requested aggregate amount of such Borrowing; , and (viv) in the case of a Borrowing comprised consisting of Eurodollar SOFR Rate Advances, the requested duration of the initial Interest Period for each such Advance. Each Appropriate Lender shall, before 2:00 3:00 P.M. (New York, New York City time) on the date of 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 LenderLxxxxx’s Pro Rata Share ratable portion of such Borrowing. 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 consistent with the Borrower’s Accountinstructions set forth in the Notice of Borrowing; provided, however, that, in the case of any a Revolving Credit Borrowing, the Administrative Agent shall first make a portion of such funds equal to the 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 Revolving Credit Lender and outstanding on the date of such Revolving Credit Borrowing, plus interest accrued and unpaid interest thereon to and as of such date, available to the Swing Line Bank or the Issuing Bank, as applicable, and such other Revolving Credit Lenders for repayment of such Swing Line Advances and Letter of Credit Advances. (ib) Each Swing Line Borrowing shall be made on notice, given not later than 2:00 3:00 P.M. (New York, New York City time) on the date of the proposed Swing Line Borrowing, Borrowing by the Borrower to the Swing Line Bank and the Administrative Agent, of which the Agent shall give prompt notice to the Lenders. Each such notice of a Swing Line Borrowing (a “Notice of Swing Line Borrowing”) shall be by telephone, telephone (confirmed immediately in writing), electronic delivery, or telecopier, shall be in substantially the form of Exhibit B-2 hereto and duly executed by a Responsible Officer of the Borrower, and shall specify therein: (A) specifying therein the requested (i) date of such Borrowing Borrowing, (which shall be a Business Day); (Bii) the requested amount of such Borrowing; Borrowing and (Ciii) the requested maturity of such Borrowing (which maturity shall be no later than the seventh day tenth Business Day after the requested date of such Borrowing). Upon The Swing Line Bank shall, before 5:00 P.M. (New York City time) on the date of such Swing Line Borrowing, make such Swing Line Borrowing available to the Agent at the Agent’s Account, in same day funds. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Swing Line Bank Agent will make the amount thereof such funds available for the account of its Applicable Lending Office to the Borrower by crediting consistent with the Borrower’s Account. (ii) instructions set forth in the Notice of Borrowing. Upon written demand by the Swing Line Bank, with a copy of such demand to the Administrative Agent (which shall give prompt notice thereof to each Revolving Credit Lender)Agent, each Revolving Credit Lender shall will purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign to each such Revolving Credit other Lender, such Revolving Credit other Lender’s Pro Rata Ratable Share of such outstanding Swing Line Borrowing as of the date of such demandAdvance, by making available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account for the account of the Swing Line Bank, by deposit to the Agent’s Account, in same day funds, an amount equal to such Pro Rata Share. Promptly after receipt the portion of such funds, the Administrative Agent shall transfer such funds to outstanding principal amount of the Swing Line Bank at its Applicable Lending OfficeAdvance to be purchased by such Lender. The Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Lender hereby agrees to purchase its Pro Rata Ratable Share of an outstanding Swing Line Borrowing Advance on (Ai) the Business Day on which demand therefor is made by the Swing Line Bank so long as Bank, provided that notice of such demand is given not later than 12:00 Noon 11:00 A.M. (New York, New York City time) on such Business Day or (Bii) the first Business Day next succeeding such demand if notice of such demand is given after such time. The Borrower hereby agrees to each such sale and assignment. Upon any such assignment by the Swing Line Bank to any Revolving Credit Lender of a portion of a Swing Line BorrowingAdvance, the Swing Line Bank represents and warrants to such Revolving Credit 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 the Swing Line BorrowingAdvance, this Agreement, the other Loan Documents or any Loan Partythe Borrower. If and to the extent that any Revolving Credit Lender shall not have so made its Pro Rata Share the amount of any applicable such Swing Line Borrowing Advance available to the Administrative Agent in accordance with the foregoing provisions of this Section 2.02(b)(ii)Agent, such Revolving Credit Lender hereby Lxxxxx agrees to pay to the Administrative Agent forthwith on demand the such amount of its Pro Rata Share, together with interest thereon, for each day from the date of demand by such Lender is required to have made such amount available to the Swing Line Bank therefor Agent until the date such amount is paid to the Administrative Agent, at the greater of the Federal Funds RateRate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation. If such Lender shall pay to the Administrative Agent the such amount of its Pro Rata Share 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 (with interest on such Swing Line Advance payable to such Lender) on such Business Day for all 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 Dayday. (iiic) The Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select SOFR Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than the Borrowing Minimum or if the obligation of each the Lenders to make SOFR Rate Advances shall then be suspended pursuant to Section 2.08 or 2.12 and (ii) the SOFR Rate Advances may not be outstanding as part of more than ten separate Revolving Credit Lender to purchase its Pro Rata Share Borrowings. (d) Each Notice of each outstanding Borrowing and Notice of Swing Line Borrowing upon demand by the Swing Line Bank therefor pursuant to clause (ii) of this Section 2.02(b) shall be absoluteirrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of SOFR Rate Advances, unconditional and irrevocablethe Borrower shall indemnify each Lender against any loss, and shall be made strictly cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in accordance with such Notice of Borrowing for such Borrowing the terms of clause (ii) of this Section 2.02(b) under all circumstancesapplicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the following circumstances: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 such Borrowing when such Advance, as a result of such failure, is not made on such date. (Ae) any lack of validity or enforceability Unless the Agent shall have received notice from an Lender prior to the time of any Loan Document or any other agreement or instrument relating thereto; (B) the existence of any claim, set-off, defense or other right Borrowing that such Revolving Credit Lender will not make available to the Agent such Lxxxxx’s ratable portion of such Borrowing, the Agent may assume that such Lxxxxx has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02, and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at any time against (i) in the case of the Borrower, the interest rate applicable to Base Rate Borrowings and (ii) in the case of such Lender or Swing Line Bank, the Borrower greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (f) The obligations of the Lenders hereunder to make Advances and to make payment pursuant to Section 8.04(c) are several and not joint. The failure of any Lender to make any Advance or to make any payment under Section 8.04(c) on any date required hereunder shall not relieve any other PersonLender of its corresponding obligation to do so on such date, whether in connection with and no Lender shall be responsible for the transactions contemplated by the Loan Documents or any unrelated transaction; (C) the occurrence and continuance failure of any Default other Lender to so make its Advance or Event of Default; or (D) any other circumstance or happening whatsoever, whether or not similar to any of the foregoingmake its payment under Section 8.04(c).