Common use of Making the Loans Clause in Contracts

Making the Loans. (a) The Borrower shall give the Administrative Agent notice (the “Notice of Borrowing”) (which notice shall be irrevocable) no later than 11:00 A.M. (New York City time) on the third Business Day before the requested date for the making of the Loans. The Notice of Borrowing shall specify (i) the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified therein. (b) Not later than 11:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed, each Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure. (c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate. (d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written notice in substantially the form of Exhibit C hereto (the a “Notice of Borrowing”) (which notice shall be irrevocable) no ), not later than 11:00 A.M. 12:00 noon (New York City time) on the third Business Day before the requested date for the making of the Loans. The Notice of Borrowing shall specify which is (i) 3 Business Days prior to the requested date for the making of the requested Loans, which shall be a Business Day proposed Term Loan and (ii) 15 Business Days prior to the principal amount date of each requested Tranche A proposed Delayed Draw Term Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing(or, in each case, such shorter period as the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan is willing to be made by such Lender on the requested date specified therein. (b) Not accommodate from time to time, but in no event later than 11:00 A.M. 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) in the case of Loans requested date on which the Loans are Effective Date, that such Loan is requested to be disbursedthe Term Loan, each Lender shall make available (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, and (v) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, must be the Effective Date. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent, in Dollars in funds immediately available ). Each Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers until the Administrative Agent at receives written notice to the offices contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the Administrative Agent, signature appearing on any written Notice of Borrowing. (b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Loan(sBorrowers shall be bound to make a borrowing in accordance therewith. The aggregate principal amount of each Delayed Draw Term Loan shall be in a minimum amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof. (c) to All Loans under this Agreement shall be made by such the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Delayed Draw Term Loan Commitment or the Total Term Loan Commitment, as the case may be, it being understood that no Lender on such date. Any shall be responsible for any default by any other Lender in that other Lender’s failure obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it on by the requested date therefor shall not relieve terms of this Agreement regardless of the failure by any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureLender. (c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate. (d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.

Making the Loans. (a) The Initial Borrowing shall be made on notice, given not later than (x) 12:00 noon on the third Business Day prior to the Effective Date in the case of an Initial Borrowing consisting of Eurodollar Rate Loans or (y) 12:00 noon on the Business Day prior to the Effective Date in the case of an Initial Borrowing consisting of Base Rate Loans, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by facsimile. Such notice of the Administrative Agent notice Initial Borrowing (the “Notice of Initial Borrowing”) shall be in writing or by facsimile in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of the Initial Borrowing (which notice shall be irrevocablethe Effective Date and a Business Day), (ii) no later than 11:00 A.M. Type of Loans comprising the Initial Borrowing, (New York City timeiii) aggregate amount of the Initial Borrowing, and (iv) in the case of an Initial Borrowing consisting of Eurodollar Rate Loans, initial Interest Period for each such Loan. Each Lender shall, before 2:00 p.m. on the third Business Day before date of the requested date Initial Borrowing, make available for the making account of its Applicable Lending Office to the Agent at the Agent’s Account, in same day funds, such Lender’s Ratable Share of the LoansInitial Borrowing. The 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 Agent’s address referred to in Section 8.02 or as requested by the Borrower in the Notice of Borrowing shall specify Initial Borrowing. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the requested date Borrower may not select Eurodollar Rate Loans for any Borrowing if the making aggregate amount of such Borrowing is less than $5,000,000 (or an integral multiple of $1,000,000 in excess thereof) or if the obligation of the requested LoansLenders to make Eurodollar Rate Loans shall then be suspended pursuant to Section 2.06 or 2.10, which shall be a Business Day and (ii) at no time shall there be more than three (3) different Interest Periods outstanding for Eurodollar Rate Loans. (c) The Notice of Initial Borrowing shall be irrevocable and binding on the principal amount of each requested Tranche A Loan and Tranche B LoanBorrower. Upon receipt of If the Notice of BorrowingInitial Borrowing specifies that the Initial Borrowing is to be comprised of Eurodollar Rate Loans, the Administrative Agent Borrower shall promptly notify indemnify each Lender against any loss, cost or expense reasonably incurred by such Lender as a result of any failure (i) to fulfill on or before the date specified in the Notice of Initial Borrowing the applicable conditions set forth in Article III or (ii) to otherwise borrow the Eurodollar Rate Loans requested by the Borrower in the Notice of Initial Borrowing on such date (and shall set forth such indemnification obligation in the Notice of Initial Borrowing), including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the contents thereof and liquidation or reemployment of deposits or other funds acquired by such Lender to fund the principal amount of each Loan to be made by such Lender as part of the Initial Borrowing when such Loan, as a result of any such failure, is not made on the requested date specified thereinsuch date. (b) Not later than 11:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed, each Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure. (cd) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which time of the Loans are to be disbursed Initial Borrowing that such Lender will not make available to the Administrative Agent funds with respect to such Lender’s Ratable Share of the Loan(s) requested to be made by such Lender on such dateInitial Borrowing, the Administrative Agent may assume that such Lender has made such funds portion available to the Administrative Agent on such the date of the Initial Borrowing in accordance with subsection (a) of this Section 1.02(b) 2.02 and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lendera corresponding amount. If and to the extent that such Lender shall not have so made such Ratable Share available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such LenderAgent, such Lender shall, on demand, pay and the Borrower severally agree to repay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by within one Business Day after demand for such Lender and within three Business Days after demand for the Borrower such corresponding amount together with interest thereon thereon, for each day from the date such funds shall have been so amount is made available by the Administrative Agent to the Borrower until the date such amount shall have been is repaid to the Administrative Agent Agent, at (i) in the case of the Borrower, the interest rate applicable at the applicable Interest Rate until time to Loans comprising the Initial Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If the Borrower and including) such Lender shall pay such interest to the third Business Day after demand is made and thereafter at Agent for the Default Ratesame or an overlapping period, the Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Loan as part of the Initial Borrowing for purposes of this Agreement. (de) All Loans The failure of any Lender to make the Loan to be made available by it as part of the Initial Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the Administrative Agent in accordance with Section 1.02(b) date of the Initial Borrowing, but no Lender shall be disbursed responsible for the failure of any other Lender to make the Loan to be made by the Administrative Agent not later than 3:00 P.M. (New York City time) such other Lender on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Initial Borrowing.

Making the Loans. (a) The Except for the Loans made on the Closing Date, the Administrative Borrower shall give the Administrative Agent prior telephonic notice (promptly confirmed in writing, in substantially the form of Exhibit F hereto (a “Notice of Borrowing”)), (i) (which notice shall be irrevocable) no not later than 11:00 A.M. 1:00 p.m. (New York City time) on the third date which is one (1) Business Day before prior to the requested date for the making of the Loans. The Notice borrowing of Borrowing shall specify (i) the requested date for the making of the requested Loans, which shall be a Business Day Base Rate Loan and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified therein. (b) Not not later than 11:00 A.M. 1:00 p.m. (New York City time) on the date which is three (3) Business Days prior to the date of borrowing of a LIBOR Loan. Such Notice of Borrowing shall be irrevocable and shall specify (a) the principal amount of the proposed Loan, (b) in the case of Loans requested date on which the Loans are Closing Date, whether such Loan is requested to be disburseda Revolving Loan or a Term Loan, (c) the proposed borrowing date, which must be a Business Day, and, with respect to a Term Loan, must be the Closing Date and (d) whether the proposed Loan shall be a Base Rate Loan or a LIBOR Loan, or a combination thereof, and if a LIBOR Loan, the Interest Period therefor, provided such LIBOR Loan shall be in a minimum principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof). The Administrative Agent’s record of the terms of any telephonic Notice of Borrowing shall be prima facie evidence of such terms. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. (b) Subject to Section 4.06, each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrowers shall be bound to make a borrowing in accordance therewith. Each Revolving Loan shall be made in a minimum amount of $100,000 and shall be in an integral multiple of $10,000. (i) No Lender shall be responsible for any default by any other Lender in that other Lender’s obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender. (ii) Notwithstanding any other provision of this Agreement, and in_ order to reduce the number of fund transfers among the Borrowers, the Administrative Agent and the Lenders, the Borrowers, the Administrative Agent and the Lenders agree that the Administrative Agent may (but shall not be obligated to), and the Borrowers and the Lenders hereby irrevocably authorize the Administrative Agent to, fund, on behalf of the Revolving Loan Lenders, Revolving Loans pursuant to Section 2.01, subject to the procedures for settlement set forth in Section 9.10(a); provided, however, that (a) the Administrative shall in no event fund any such Revolving Loans if the Administrative Agent shall have received written notice from the Required Lenders on the Business Day prior to the date of the proposed Revolving Loan that one or more of the conditions precedent contained in Section 5.03 will not be satisfied at the time of the proposed Revolving Loan, and (b) the Administrative Agent shall not otherwise be required to determine that, or take notice whether, the conditions precedent in Section 5.03 have been satisfied. If the Administrative Borrower gives a Notice of Borrowing requesting a Revolving Loan and the Administrative Agent elects not to fund such Revolving Loan on behalf of the Revolving Loan Lenders, then promptly after receipt of the Notice of Borrowing requesting such Revolving Loan, the Administrative Agent shall notify each Revolving Loan Lender of the specifics of the requested Revolving Loan and that it will not fund the requested Revolving Loan on behalf of the Revolving Loan Lenders. If the Administrative Agent notifies the Revolving Loan Lenders that it will not fund a requested Revolving Loan on behalf of the Revolving Loan Lenders, each Revolving Loan Lender shall make its Pro Rata Share of the Revolving Loan available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of funds, in the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure. (c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. Account no later than 3:00 p.m. (New York City time) (provided that the Administrative Agent requests payment from such Revolving Loan Lender not later than 1:00 p.m. (New York City time)) on the requested date on which of the proposed Revolving Loan. The Administrative Agent will make the proceeds of such Revolving Loans are to be disbursed that such Lender will not make available to the Borrowers on the day of the proposed Revolving Loan by causing an amount, in immediately available funds, equal to the proceeds of all such Revolving Loans received by the Administrative Agent funds with respect to in the Loan(s) requested Administrative Agent’s Account or the amount funded by the Administrative Agent on behalf of the Revolving Loan Lenders to be made deposited in an account designated by such Lender the Administrative Borrower. (iii) If the Administrative Agent has notified the Revolving Loan Lenders that the Administrative Agent, on such datebehalf of the Revolving Loan Lenders, will not fund a particular Revolving Loan pursuant to Section 2.02(c)(ii), the Administrative Agent may assume that each such Revolving Loan Lender has made such funds amount available to the Administrative Agent on such date in accordance with Section 1.02(b) day and the Administrative Agent Agent, in its sole discretion discretion, may, in reliance upon such assumptionbut shall not be obligated to, make cause a corresponding amount to be made available to the Borrower Borrowers on such date funds in an day. If the Administrative Agent makes such corresponding amount equal available to the principal Borrowers and such corresponding amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall is not have so in fact made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by any such Lender on such date and Revolving Loan Lender, the Administrative Agent shall have so made available be entitled to the Borrower funds in an recover such corresponding amount equal to the principal amount of the Loan(s) to be made by on demand from such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Revolving Loan Lender together with interest thereon thereon, for each day .day from the date such funds shall have been payment was due until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the Base Rate. During the period in which such Revolving Loan Lender has not paid such corresponding amount to the Administrative Agent, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the amount so made available advanced by the Administrative Agent to the Borrowers shall, for all purposes hereof, be a Revolving Loan made by the Administrative Agent for its own account. Upon any such failure by a Revolving Loan Lender to pay the Administrative Agent, the Administrative Agent shall promptly thereafter notify the Administrative Borrower until of such failure and the date Borrowers shall immediately pay such corresponding amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Ratefor its own account. (div) All Loans made available Nothing in this subsection 2.02(c) shall be deemed to relieve any Revolving Loan Lender from its obligations to fulfill its Revolving Loan Commitment hereunder or to prejudice any rights that the Administrative Agent in accordance with Section 1.02(b) shall be disbursed or the Borrowers may have against any Revolving Loan Lender as a result of any default by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of BorrowingRevolving Loan Lender hereunder.

Making the Loans. (a) The Borrower shall give the Administrative Agent notice (the “Notice of Borrowing”) (which notice Revolving Credit Loans shall be irrevocable) no made pursuant to a Revolving Credit Borrowing. Each Revolving Credit Borrowing shall be made on notice, given by the Borrower to the Agent not later than 11:00 A.M. (New York City time) on the third Business Day before prior to the requested date for the making of the proposed Revolving Credit Borrowing; PROVIDED, HOWEVER, that in the case of Eurodollar Rate Loans, the Borrower shall give notice to the Agent three Business Days prior to the date of the proposed Revolving Credit Borrowing. The Each such notice (a "NOTICE OF BORROWING") shall be in substantially the form of EXHIBIT B. Revolving Credit Loans shall be made as Base Rate Loans unless (subject to Section 2.11) the Notice of Borrowing specifies that all or a pro rata portion thereof shall specify (i) be Eurodollar Rate Loans; PROVIDED, HOWEVER, that the requested date for the making aggregate of the requested Loans, which Eurodollar Rate Loans for each Interest Period must be in an amount of not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (b) Each Swing Loan shall be a Business Day made upon such notice as the Swing Loan Bank and the Borrower shall agree. All Swing Loan Borrowings shall be made as Base Rate Loans. (iic) The Agent shall give to each Lender prompt notice of the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon Agent's receipt of the a Notice of Borrowing with respect to Revolving Credit Loans and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the Administrative Agent shall promptly notify each information required under Section 2.9. Each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified therein. (b) Not later than shall, before 11:00 A.M. (New York City time) on the requested date on which of the Loans are proposed Revolving Credit Borrowing, make available for the account of its Applicable Lending Office to be disbursedthe Agent at its address referred to in Section 10.2, each Lender shall in immediately available funds, such Lender's Ratable Portion of such proposed Revolving Credit Borrowing. 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 Administrative AgentBorrower in a bank account maintained by the Borrower at CUSA. (d) Each Borrowing shall be in an aggregate amount of not less than $1,000,000. (e) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any proposed Borrowing which the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Loans, 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 Dollars such Notice of Borrowing for such proposed Revolving Credit Borrowing the applicable conditions set forth in funds immediately available to the Administrative Agent at the offices Article III, including, without limitation, any loss (including, without limitation, loss of anticipated profits), cost or expense incurred by reason of the Administrative Agent, the Loan(s) liquidation or reemployment of deposits or other funds acquired by such Lender to fund any Eurodollar Rate Loan to be made by such Lender as part of such proposed Borrowing when such Eurodollar Rate Loan, as a result of such failure, is not made on such date. Any Lender’s failure to make There shall be no more than six separate Interest Periods in the aggregate outstanding at any Loan to be made by it on the requested date therefor shall not relieve any other Lender one time in respect of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureEurodollar Rate Loans. (cf) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed of any proposed Borrowing that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on Lender's Ratable Portion of such dateBorrowing, the Administrative Agent may assume that such Lender has made such funds Ratable Portion available to the Administrative Agent on the date of such date Revolving Credit Borrowing in accordance with this Section 1.02(b) 2.2 and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lendera corresponding amount. If and to the extent that such Lender shall not have so made such Ratable Portion available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such LenderAgent, such Lender shall, on demand, pay and the Borrower severally agree to repay to the Administrative Agent funds in an forthwith on demand such corresponding amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon thereon, for each day from the date such funds shall have been so amount is made available by the Administrative Agent to the Borrower until the date such amount shall have been is repaid to the Administrative Agent Agent, at (i) in the case of the Borrower, the interest rate applicable at the applicable Interest Rate until time to the Loans comprising such Borrowing and (and includingii) in the third Business Day after demand is made and thereafter at case of such Lender, the Default Federal Funds Rate. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender's Loan as part of such Borrowing for purposes of this Agreement. If the Borrower shall repay to the Agent such corresponding amount, such payment shall not relieve such Lender of any obligation it may have to the Borrower hereunder. (dg) All Loans The failure of any Lender to make the Loan to be made available by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the Administrative Agent in accordance with Section 1.02(b) date of such Borrowing, but no Lender shall be disbursed responsible for the failure of any other Lender to make the Loan to be made by the Administrative Agent not later than 3:00 P.M. (New York City time) such other Lender on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of any Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior telephonic notice (promptly confirmed in writing, in substantially the “form of Exhibit D hereto (a "Notice of Borrowing”) (which notice shall be irrevocable) no ")), not later than 11:00 A.M. (i) in the case of a borrowing consisting of Reference Rate Loans, 12:00 noon (New York City time) on the third Business Day before the requested borrowing date for the making of the Loans. The Notice of Borrowing shall specify (i) the requested date for the making of the requested Loans, which shall be a Business Day proposed Reference Rate Loan and (ii) in the principal amount case of each requested Tranche A Loan and Tranche B Loan. Upon receipt a borrowing consisting of the Notice of BorrowingLIBOR Loans, the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified therein. (b) Not later than 11:00 A.M. 12:00 noon (New York City time) on the requested date on which the Loans are to be disbursed, each Lender shall make available that is three Business Days prior to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices proposed borrowing). Such Notice of the Administrative Agent, the Loan(sBorrowing shall be irrevocable and shall specify (i) to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure. (c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(sproposed Loan, (ii) to be made by whether such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) Loan is requested to be made by a Reference Rate Loan or a LIBOR Loan and, in the case of a LIBOR Loan, the initial Interest Period with respect thereto, (iii) the proposed borrowing date, which must be a Business Day, and (iv) whether such Lender on such date Loan is requested to be a Revolving A Loan or a B-Loan. The Administrative Agent and the Administrative Agent shall have so made available to Lenders may act without liability upon the Borrower funds in an amount equal to the principal amount basis of the Loan(s) to be made by such Lender on behalf of such Lenderwritten, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower until (or from any Authorized Officer thereof designated in writing purportedly from the date such amount shall have been repaid Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing absent manifest error. The Administrative Agent at and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the applicable Interest Rate Borrowers until (and including) the third Business Day after demand is made and thereafter at the Default Rate. (d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by receives written notice to the contrary. The Administrative Agent not later than 3:00 P.M. (New York City time) on and the requested date therefor, Lenders shall have no duty to verify the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions authenticity of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the signature appearing on any written Notice of Borrowing. (b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrowers shall be bound to make a borrowing in accordance therewith. Each Revolving A Loan that is a LIBOR Loan shall be made in a minimum amount of $1,000,000 and in integral multiples of $500,000 in excess thereof; it being agreed and understood that no such minimum amounts shall apply with respect to Revolving A Loans that are Reference Rate Loans. Each B-Loan shall be made in a minimum amount of $2,500,000.

Making the Loans. (a) The Borrower shall give the Administrative Agent prior telephonic notice (immediately confirmed in writing, in substantially the “form of Exhibit B hereto (a "Notice of Borrowing”) (which notice shall be irrevocable) no ")), not later than 11:00 A.M. 1:00 p.m. (New York City time) on the third date which is 3 Business Days prior to the date of the proposed Loan (in the case of a Eurodollar Rate Loan), or not later than 1:00 p.m. (New York time) on the date that is 1 Business Day before prior to the requested date for the making of the Loansproposed Loan (in the case of a Reference Rate Loan) (or such shorter period as the Administrative Agent is willing, in its sole discretion, to accommodate from time to time). The Notice of Borrowing shall be irrevocable and shall specify (i) the requested date for the making principal amount and type (either a Revolving Loan or a Term Loan) of the requested Loansproposed Loan, (ii) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, must be the Effective Date, (iii) whether the proposed Loan is to be a Reference Rate Loan or a Eurodollar Rate Loan, and (iv) in the case of a Eurodollar Rate Loan, the initial Interest Period applicable thereto, which shall be a Business Day period contemplated by the definition of the term "Interest Period." If no Interest Period is specified with respect to any requested Eurodollar Rate Loan, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. If no election as to the type of Loan is specified, then the requested Loan shall be a Reference Rate Loan. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. (b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrower shall be bound to make a borrowing in accordance therewith. Each Eurodollar Rate Loan shall be made in a minimum amount of $100,000 and shall be in integral multiples of $50,000 in excess thereof. The Borrower shall have not more than 4 Eurodollar Rate Loans in effect at any given time. (i) Except as otherwise provided in this Section 2.02(c), all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Revolving Credit Commitment or the Total Term Loan Commitment, as the case may be, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender. (ii) Notwithstanding any other provision of this Agreement, and in order to reduce the principal amount number of each requested Tranche A fund transfers among the Borrower, the Agents and the Lenders, the Borrower, the Agents and the Lenders agree that the Administrative Agent may (but shall not be obligated to), and the Borrower and the Lenders hereby irrevocably authorize the Administrative Agent to, fund, on behalf of the Revolving Loan Lenders, Revolving Loans pursuant to Section 2.01, subject to the procedures for settlement set forth in Section 2.02(d); provided, however, that (a) the Administrative Agent shall in no event fund any such Revolving Loans if the Administrative Agent shall have received written notice from the Collateral Agent or the Required Lenders on the Business Day prior to the date of the proposed Revolving Loan that one or more of the conditions precedent contained in Section 5.02 will not be satisfied at the time of the proposed Revolving Loan, and (b) the Administrative Agent shall not otherwise be required to determine that, or take notice whether, the conditions precedent in Section 5.02 have been satisfied. If the Borrower gives a Notice of Borrowing requesting a Revolving Loan and Tranche B Loan. Upon the Administrative Agent elects not to fund such Revolving Loan on behalf of the Revolving Loan Lenders, then promptly after receipt of the Notice of BorrowingBorrowing requesting such Revolving Loan, the Administrative Agent shall promptly notify each Revolving Loan Lender of the contents thereof and specifics of the principal amount of each requested Revolving Loan to be made by such Lender on and that it will not fund the requested date specified therein. (b) Not later than 11:00 A.M. (New York City time) Revolving Loan on behalf of the Revolving Loan Lenders. If the Administrative Agent notifies the Revolving Loan Lenders that it will not fund a requested date Revolving Loan on which behalf of the Loans are to be disbursedRevolving Loan Lenders, each Revolving Loan Lender shall make its Pro Rata Share of the Revolving Loan available to the Administrative Agent, in Dollars immediately available funds, in funds immediately the Administrative Agent's Account no later than 3:00 p.m. (New York time) (provided that the Administrative Agent requests payment from such Revolving Loan Lender not later than 1:00 p.m. (New York time)) on the date of the proposed Revolving Loan. The Administrative Agent will make the proceeds of such Revolving Loans available to the Borrower on the day of the proposed Revolving Loan by causing an amount, in immediately available funds, equal to the proceeds of all such Revolving Loans received by the Administrative Agent at in the offices Administrative Agent's Account or the amount funded by the Administrative Agent on behalf of the Revolving Loan Lenders to be deposited in an account designated by the Borrower. (iii) If the Administrative Agent has notified the Revolving Loan Lenders that the Administrative Agent, on behalf of the Loan(s) to be made by such Lender on such date. Any Lender’s failure to make any Revolving Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such dateLenders, but such other Lender shall not be liable for such failure. (c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available fund a particular Revolving Loan pursuant to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such dateSection 2.02(c)(ii), the Administrative Agent may assume that each such Revolving Loan Lender has made such funds amount available to the Administrative Agent on such date in accordance with Section 1.02(b) day and the Administrative Agent Agent, in its sole discretion discretion, may, in reliance upon such assumptionbut shall not be obligated to, make cause a corresponding amount to be made available to the Borrower on such date funds in an day. If the Administrative Agent makes such corresponding amount equal available to the principal Borrower and such corresponding amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall is not have so in fact made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by any such Lender on such date and Revolving Loan Lender, the Administrative Agent shall have so made available be entitled to the Borrower funds in an recover such corresponding amount equal to the principal amount of the Loan(s) to be made by on demand from such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Revolving Loan Lender together with interest thereon thereon, for each day from the date such funds shall have been payment was due until the date such amount is paid to the Administrative Agent, at the Federal Funds Effective Rate for 3 Business Days and thereafter at the Reference Rate. During the period in which such Revolving Loan Lender has not paid such corresponding amount to the Administrative Agent, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the amount so made available advanced by the Administrative Agent to the Borrower shall, for all purposes hereof, be a Revolving Loan made by the Administrative Agent for its own account. Upon any such failure by a Revolving Loan Lender to pay the Administrative Agent, the Administrative Agent shall promptly thereafter notify the Borrower of such failure and the Borrower shall immediately pay such corresponding amount to the Administrative Agent for its own account. (iv) Nothing in this Section 2.02(c) shall be deemed to relieve any Revolving Loan Lender from its obligations to fulfill its Revolving Credit Commitment hereunder or to prejudice any rights that the Administrative Agent or the Borrower may have against any Revolving Loan Lender as a result of any default by such Revolving Loan Lender hereunder. (i) With respect to all periods for which the Administrative Agent has funded Revolving Loans pursuant to Section 2.02(c), on Friday of each week, or if the applicable Friday is not a Business Day, then on the following Business Day, or such shorter period as the Administrative Agent may from time to time select (any such week or shorter period being herein called a "Settlement Period"), the Administrative Agent shall notify each Revolving Loan Lender of the unpaid principal amount of the Revolving Loans outstanding as of the last day of each such Settlement Period. In the event that such amount is greater than the unpaid principal amount of the Revolving Loans outstanding on the last day of the Settlement Period immediately preceding such Settlement Period (or, if there has been no preceding Settlement Period, the amount of the Revolving Loans made on the date of such Revolving Loan Lender's initial funding), each Revolving Loan Lender shall promptly (and in any event not later than 2:00 p.m. (New York time) if the Administrative Agent requests payment from such Lender not later than 12:00 noon (New York time) on such day) make available to the Administrative Agent its Pro Rata Share of the difference in immediately available funds. In the event that such amount is less than such unpaid principal amount, the Administrative Agent shall promptly pay over to each Revolving Loan Lender its Pro Rata Share of the difference in immediately available funds. In addition, if the Administrative Agent shall so request at any time when a Default or an Event of Default shall have occurred and be continuing, or any other event shall have occurred as a result of which the Administrative Agent shall determine that it is desirable to present claims against the Borrower for repayment, each Revolving Loan Lender shall promptly remit to the Administrative Agent or, as the case may be, the Administrative Agent shall promptly remit to each Revolving Loan Lender, sufficient funds to adjust the interests of the Revolving Loan Lenders in the then outstanding Revolving Loans to such an extent that, after giving effect to such adjustment, each such Revolving Loan Lender's interest in the then outstanding Revolving Loans will be equal to its Pro Rata Share thereof. The obligations of the Administrative Agent and each Revolving Loan Lender under this Section 2.02(d) shall be absolute and unconditional. Each Revolving Loan Lender shall only be entitled to receive interest on its Pro Rata Share of the Revolving Loans which have been funded by such Revolving Loan Lender. (ii) In the event that any Revolving Loan Lender fails to make any payment required to be made by it pursuant to Section 2.02(d)(i), the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Revolving Loan Lender together with interest thereon, for each day from the date such payment was due until the date such amount is paid to the Administrative Agent, at the Federal Funds Effective Rate for 3 Business Days and thereafter at the Reference Rate. During the period in which such Revolving Loan Lender has not paid such corresponding amount to the Administrative Agent, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the amount so advanced by the Administrative Agent to the Borrower shall, for all purposes hereof, be a Revolving Loan made by the Administrative Agent for its own account. Upon any such failure by a Revolving Loan Lender to pay the Administrative Agent, the Administrative Agent shall have been repaid promptly thereafter notify the Borrower of such failure and the Borrower shall immediately pay such corresponding amount to the Administrative Agent at the applicable Interest Rate until (and includingfor its own account. Nothing in this Section 2.02(d)(ii) the third Business Day after demand is made and thereafter at the Default Rate. (d) All Loans made available shall be deemed to relieve any Revolving Loan Lender from its obligation to fulfill its Revolving Credit Commitment hereunder or to prejudice any rights that the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to or the Borrower or to its order may have against any Revolving Loan Lender as a result of any default by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of BorrowingRevolving Loan Lender hereunder.

Making the Loans. (a) The Borrowing on the Closing Date shall be made on notice by the Borrower shall give to the Administrative Agent Agent, given not later than 2:00 p.m. on the first Business Day prior to the Closing Date, if such Borrowing shall be a Base Rate Borrowing, and on the third Business Day prior to the Closing Date, if such Borrowing shall be a Eurodollar Borrowing. The notice of the Borrowing (the “Notice of Borrowing”) (which notice shall be irrevocable) by telephone, confirmed immediately in writing in the form of Exhibit C, via fax or by electronic mail in “.pdf” format, specifying the date, principal amount, Type and, in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto. If no later than 11:00 A.M. (New York City time) on election as to the third Business Day before Type of Borrowing is specified, then the requested date for Borrowing shall be a Base Rate Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the making Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of the Loans. Notice of Borrowing in accordance herewith, the Administrative Agent shall advise each Lender of the details thereof and the amount of such Lender’s Loan to be made as part of the Borrowing. (b) The Notice of Borrowing shall specify (i) be irrevocable and binding on the requested date for the making Borrower. The Borrower shall pay to each Lender all amounts required to be paid pursuant to Section 2.09 as a result of a any failure of the requested LoansBorrower to fulfill, which shall be a Business Day and (ii) on or before the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of date specified in the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender conditions set forth in Section 3.01 whereby the Loans, as a result of such failure of the contents thereof and of the principal amount of each Loan to be Borrower, are not made by such Lender on the requested date specified therein. (b) Not later than 11:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed, each Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureClosing Date. (c) Unless Each Lender shall, before 11:00 a.m. on the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (Closing Date, make available in immediately available funds in New York, New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available wire transfer to the Administrative Agent on Agent’s Account, such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate’s Commitment. (d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.

Making the Loans. (a) The Borrower shall give the Administrative Agent prior telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit A hereto (a “Notice of Borrowing”) (which notice shall be irrevocable) no )), not later than 11:00 A.M. 12:00 noon (New York City Cincinnati time) on the third date which is three (3) Business Day before Days prior to the requested date for the making of the Loansproposed Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (Cincinnati time) on the borrowing date of the proposed Loan). The Such Notice of Borrowing shall be irrevocable and shall specify (i) the requested date for the making principal amount of the requested Loansproposed Loan, which shall be a Business Day and (ii) whether the principal amount Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of each requested Tranche A Loan and Tranche B a LIBOR Rate Loan. Upon receipt , the initial Interest Period with respect thereto, (iii) the use of the Notice proceeds of Borrowingsuch proposed Loan, and (iv) the proposed borrowing date, which must be the Restatement Effective Date. The Administrative Agent may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Borrower to the Administrative Agent). (b) The Administrative Agent shall give prompt telephonic, telecopy or email notice to each Lender of any notice from the Borrower received pursuant to Section 2.02(a) above and, if such notice requests the Lenders to make LIBOR Rate Loans, the Administrative Agent shall promptly notify give notice to the Borrower and each Lender of the contents thereof and of interest rate applicable thereto promptly after the principal amount of each Loan to be Administrative Agent has made by such Lender on the requested date specified therein. (b) determination. Not later than 11:00 A.M. 1:00 p.m. (New York City Cincinnati time) on the requested date on which the Loans are to be disbursed, Restatement Effective Date each Lender shall make available to the Administrative Agent, in Dollars its Additional Term Loan in funds immediately available to at the principal office of the Administrative Agent in Cincinnati, Ohio. The Administrative Agent shall make the proceeds of each Additional Term Loan available to the Borrower at the offices of the Administrative Agent’s principal office in Cincinnati, Ohio. It is understood that the Loan(sAdministrative Agent shall not be responsible for any default by any Lender with a Term Loan Commitment that is also a Lender under the Existing Financing Agreement (other than Fifth Third) to be made by for such Lender on such date. Any other Lender’s failure obligations to make a Loan requested hereunder, nor shall the Commitment of any Loan to Lender be made increased or decreased as a result of the default by it on the requested date therefor shall not relieve any such other Lender of its in such other Lender’s obligation to make any a Loan requested hereunder; provided that, the Administrative Agent shall make available to be made by such other the Borrower the amount of each Additional Term Loan of a Lender on such date, but such other that is not an Existing Lender shall not be liable for such failurewith a Term Loan Commitment at the same time it makes available the proceeds of the Additional Term Loan of Fifth Third. (c) Unless the Administrative Agent shall have received notice from a Lender with a Term Loan Commitment that is also a Lender under the Existing Financing Agreement, prior to 10:00 A.M. the Restatement Effective Date (New York City timewhich notice shall be effective upon receipt) on the requested date on which the Loans are to be disbursed that such Lender will does not intend to make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such dateAdditional Term Loan available, the Administrative Agent may assume that such Lender with a Term Loan Commitment that is also a Lender under the Existing Agreement has made such funds Additional Term Loan available to the Administrative Agent on such date in accordance with Section 1.02(b2.5(b) when due and the Administrative Agent in its sole discretion mayAgent, in reliance upon such assumption, may (but shall not be required to) make available to the Borrower on a corresponding amount (each such date funds in an amount equal to the principal amount of the Loan(sadvance, a “Disproportionate Advance”) to be made by and, if such Lender on behalf of such Lender. If and to the extent such Lender shall has not have so in fact made its Additional Term Loan available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such LenderAgent, such Lender shall, on demand, pay make available to the Administrative Agent funds in an amount equal the Disproportionate Advance attributable to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for in respect of each day from during the period commencing on the date such funds shall have been so Disproportionate Advance was made available by the Administrative Agent to the Borrower until (i.e. the Restatement Effective Date) and ending on (but excluding) the date such amount shall have been repaid Lender makes available such Disproportionate Advance to the Administrative Agent at a rate per annum equal to: (i) from the applicable Interest Rate until Restatement Effective Date to the date 2 Business Days after the Restatement Effective Date, the greater of, for each such day, (and includingx) the third Business Day after demand is made Federal Funds Rate and thereafter at the Default Rate. (dy) All Loans made available to an overnight rate determined by the Administrative Agent in accordance with Section 1.02(b) shall be disbursed banking industry rules on interbank compensation, plus any standard administrative or processing fees charged by the Administrative Agent not later than 3:00 P.M. in connection with such Lender’s non‑payment and (New York City timeii) on from the requested date therefor, 2 Business Days after the Restatement Effective Date to the Borrower or to its order date such payment is made by wire transfer of such Lender, the Reference Rate in effect for each such day. If such amount is not received by the Administrative Agent from such Lender, immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of upon demand, the Borrower set forth in will, promptly following written demand from the letter Administrative Agent, repay to the Administrative Agent (the “Pay Proceeds Letter”) along proceeds of the Term Loan attributable to such Disproportionate Advance with interest thereon at a rate per annum equal to the Notice applicable interest rate, but without such payment being considered a payment or prepayment of Borrowinga Libor Rate Loan under Section 2.09, so that the Borrower will have no liability under such Section with respect to such payment. If the Borrower and such Lender shall pay interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. Any payment by the Borrower under this Section shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make its Additional Term Loan to the Administrative Agent.

Making the Loans. (a) The Borrower shall give the Administrative Agent notice (the “Notice of Borrowing”) (which notice Except as otherwise provided in Section 2.03(c), each Borrowing shall be irrevocable) no made on notice, given not later than (x) 11:00 A.M. (New York City time) on the third Business Day before prior to the requested date for the making of the Loans. The Notice proposed Borrowing in the case of a Borrowing shall specify consisting of Eurodollar Rate Loans or (iy) the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified therein. (b) Not later than 11:00 A.M. (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Loans, by the Borrower to the Agent, which shall give to each applicable Lender prompt notice thereof by telecopier or any other electronic means agreed to by the Agent. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed promptly in writing, or by telecopier (or any other electronic means agreed to by the Agent), in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing and (iv) in the case of a Borrowing consisting of Eurodollar Rate Loans, the initial Interest Period for each such Loan. Each applicable Lender shall, before 1:00 P.M. (New York City time) on which the Loans are date of such Borrowing make available for the account of its Applicable Lending Office to be disbursedthe Agent at the Agent’s Account, each Lender shall in same day funds, such Lender’s Ratable Share of such Borrowing. 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 Administrative Borrower at the Agent, ’s address referred to in Dollars Section 9.02(a). (b) Anything in funds immediately available subsection (a) above to the Administrative Agent at contrary notwithstanding, (i) the offices Borrower may not select Eurodollar Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than $10,000,000 or if the obligation of the Administrative AgentLenders to make Eurodollar Rate Loans shall then be suspended pursuant to Section 2.08 or 2.12 and (ii) the Eurodollar Rate Loans may not be outstanding as part of more than eighteen separate Borrowings. (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower delivering such notice. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Loans, the Loan(s) Borrower shall indemnify each applicable Lender against any loss, cost or expense incurred by such Lender as a result of any failure of the Borrower to fulfill on or before the date specified in such Notice of Borrowing for such 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 liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of such Borrowing when such Loan, as a result of such failure, is not made on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure. (cd) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed time of any Borrowing that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on Lender’s ratable portion of such dateBorrowing, the Administrative Agent may assume that such Lender has made such funds portion available to the Administrative Agent on the date of such date Borrowing in accordance with subsection (a) of this Section 1.02(b) 2.02, as applicable, and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lendera corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such LenderAgent, such Lender shall, on demand, pay and the Borrower severally agree to repay to the Administrative Agent funds in an forthwith on demand such corresponding amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon thereon, for each day from the date such funds shall have been so amount is made available by the Administrative Agent to the Borrower until the date such amount shall have been is repaid to the Administrative Agent Agent, at (i) in the case of the Borrower, the interest rate applicable at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate. (d) All Loans made available time to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of Loans comprising such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.Borrowing and

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent Agent, or in the case of a Revolving Loan, the Revolving Loan Representative (with a copy to the Administrative Agent), prior written notice in substantially the form of Exhibit C hereto (the a “Notice of Borrowing”) (which notice shall be irrevocable) no ), not later than 11:00 A.M. 12:00 noon (New York City time) on the third date which is (i) in the case of any Term Loan and any Revolving Loan that is a LIBOR Rate Loan, 3 Business Day before Days prior to the requested date for the making of the Loansproposed Loan (or, in each case, such shorter period as the Administrative Agent or the Revolving Loan Representative, as applicable, is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time)) and (ii) in the case of a Revolving Loan that is a Reference Rate Loan, the borrowing date of such proposed Loan. The Such Notice of Borrowing shall be irrevocable and shall specify (i) the requested date for the making principal amount of the proposed Loan, (ii) whether such Loan is requested Loansto be a Revolving Loan or the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, and (v) the proposed borrowing date, which shall must be a Business Day Day, and, with respect to the Restatement Term Loan, must be the Restatement Effective Date. The Administrative Agent, the Revolving Loan Representative and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent or the Revolving Loan Representative, as the case may be, in good faith to be from the Administrative Borrower (iior from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent or the Revolving Loan Representative, as applicable). Each Borrower hereby waives the right to dispute the Administrative Agent’s or the Revolving Loan Representative’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent, the Revolving Loan Representative and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers until the Administrative Agent and the Revolving Loan Representative receives written notice to the contrary. The Administrative Agent, the Revolving Loan Representative and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. (b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrowers shall be bound to make a borrowing in accordance therewith. The aggregate principal amount of each Revolving Loan shall be in a minimum amount of $100,000 and in integral multiples of $50,000 in excess thereof. (i) Except as otherwise provided in this Section 2.02(c), all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Revolving Credit Commitment or the Total Term Loan Commitment, as the case may be, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligations to make a Loan requested Tranche A hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender. (ii) Notwithstanding any other provision of this Agreement, and in order to reduce the number of fund transfers among the Borrowers, the Agents and the Lenders, the Borrowers, the Agents and the Lenders agree that the Revolving Loan Representative may (but shall not be obligated to), and the Borrowers and the Lenders hereby irrevocably authorize the Revolving Loan Representative to, fund, on behalf of the Revolving Loan Lenders, Revolving Loans pursuant to Section 2.01, subject to the procedures for settlement set forth in Section 2.02(d); provided, however, that (A) the Revolving Loan Representative shall in no event fund any such Revolving Loans if the Revolving Loan Representative shall have received written notice from any Agent or the Required Lenders on the Business Day prior to the date of the proposed Revolving Loan that one or more of the conditions precedent contained in Section 5.02 will not be satisfied at the time of the proposed Revolving Loan, and (B) the Revolving Loan Representative shall not otherwise be required to determine that, or take notice whether, the conditions precedent in Section 5.02 have been satisfied. If the Administrative Borrower gives a Notice of Borrowing requesting a Revolving Loan and Tranche B Loan. Upon the Revolving Loan Representative elects not to fund such Revolving Loan on behalf of the Revolving Loan Lenders, then promptly after receipt of the Notice of BorrowingBorrowing requesting such Revolving Loan, the Administrative Agent Revolving Loan Representative shall promptly notify each Revolving Loan Lender of the contents thereof and specifics of the requested Revolving Loan and that it will not fund the requested Revolving Loan on behalf of the Revolving Loan Lenders. If the Revolving Loan Representative notifies the Revolving Loan Lenders that it will not fund a requested Revolving Loan on behalf of the Revolving Loan Lenders, each Revolving Loan Lender shall make its Pro Rata Share of the Revolving Loan available to the Revolving Loan Representative, in immediately available funds, in the Revolving Loan Representative’s Account no later than 3:00 p.m. (New York City time) (provided that the Revolving Loan Representative requests payment from such Revolving Loan Lender not later than 1:00 p.m. (New York City time)) on the date of the proposed Revolving Loan. The Revolving Loan Representative will make the proceeds of such Revolving Loans available to the Borrowers on the day of the proposed Revolving Loan by causing an amount, in immediately available funds, equal to the proceeds of all such Revolving Loans received by the Revolving Loan Representative in the Revolving Loan Representative’s Account or the amount funded by the Revolving Loan Representative on behalf of the Revolving Loan Lenders to be deposited in an account designated by the Administrative Borrower. (iii) If the Revolving Loan Representative has notified the Revolving Loan Lenders that the Revolving Loan Representative, on behalf of the Revolving Loan Lenders, will not fund a particular Revolving Loan pursuant to Section 2.02(c)(ii), the Revolving Loan Representative may assume that each such Revolving Loan Lender has made such amount available to the Revolving Loan Representative on such day and the Revolving Loan Representative, in its sole discretion, may, but shall not be obligated to, cause a corresponding amount to be made available to the Borrowers on such day. If the Revolving Loan Representative makes such corresponding amount available to the Borrowers and such corresponding amount is not in fact made available to the Revolving Loan Representative by any such Revolving Loan Lender, the Revolving Loan Representative shall be entitled to recover such corresponding amount on demand from such Revolving Loan Lender together with interest thereon, for each day from the date such payment was due until the date such amount is paid to the Revolving Loan Representative, at the Federal Funds Rate for 3 Business Days and thereafter at the Reference Rate. During the period in which such Revolving Loan Lender has not paid such corresponding amount to the Revolving Loan Representative, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the amount so advanced by the Revolving Loan Representative to the Borrowers shall, for all purposes hereof, be a Revolving Loan made by the Revolving Loan Representative for its own account. Upon any such failure by a Revolving Loan Lender to pay the Revolving Loan Representative, the Revolving Loan Representative shall promptly thereafter notify the Administrative Borrower of such failure and the Borrowers shall immediately pay such corresponding amount to the Revolving Loan Representative for its own account. (iv) Nothing in this Section 2.02(c) shall be deemed to relieve any Revolving Loan Lender from its obligations to fulfill its Revolving Credit Commitment hereunder or to prejudice any rights that the Revolving Loan Representative or the Borrowers may have against any Revolving Loan Lender as a result of any default by such Revolving Loan Lender hereunder. (i) With respect to all periods for which the Revolving Loan Representative has funded Revolving Loans pursuant to Section 2.02(c), on Friday of each week, or if the applicable Friday is not a Business Day, then on the following Business Day, or such shorter period as the Revolving Loan Representative may from time to time select (any such week or shorter period being herein called a “Settlement Period”), the Revolving Loan Representative shall notify each Revolving Loan Lender of the unpaid principal amount of the Revolving Loans outstanding as of the last day of each such Settlement Period. In the event that such amount is greater than the unpaid principal amount of the Revolving Loans outstanding on the last day of the Settlement Period immediately preceding such Settlement Period (or, if there has been no preceding Settlement Period, the amount of the Revolving Loans made on the date of such Revolving Loan to be made by Lender’s initial funding), each Revolving Loan Lender shall promptly (and in any event not later than 2:00 p.m. (New York City time) if the Revolving Loan Representative requests payment from such Lender on the requested date specified therein. (b) Not not later than 11:00 A.M. 12:00 noon (New York City time) on the requested date on which the Loans are to be disbursed, each Lender shall such day) make available to the Administrative Agent, Revolving Loan Representative its Pro Rata Share of the difference in Dollars in funds immediately available funds. In the event that such amount is less than such unpaid principal amount, the Revolving Loan Representative shall promptly pay over to each Revolving Loan Lender its Pro Rata Share of the difference in immediately available funds. In addition, if the Revolving Loan Representative shall so request at any time when a Default or an Event of Default shall have occurred and be continuing, or any other event shall have occurred as a result of which the Revolving Loan Representative shall determine that it is desirable to present claims against the Borrowers for repayment, each Revolving Loan Lender shall promptly remit to the Administrative Agent at Revolving Loan Representative or, as the offices case may be, the Revolving Loan Representative shall promptly remit to each Revolving Loan Lender, sufficient funds to adjust the interests of the Administrative AgentRevolving Loan Lenders in the then outstanding Revolving Loans to such an extent that, after giving effect to such adjustment, each such Revolving Loan Lender’s interest in the Loan(sthen outstanding Revolving Loans will be equal to its Pro Rata Share thereof. The obligations of the Revolving Loan Representative and each Revolving Loan Lender under this Section 2.02(d) shall be absolute and unconditional. Each Revolving Loan Lender shall only be entitled to be made receive interest on its Pro Rata Share of the Revolving Loans which have been funded by such Revolving Loan Lender. (ii) In the event that any Revolving Loan Lender on such date. Any Lender’s failure fails to make any Loan payment required to be made by it on the requested date therefor shall not relieve any other Lender of its obligation pursuant to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure. (c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such dateSection 2.02(d)(i), the Administrative Agent may assume that Revolving Loan Representative shall be entitled to recover such Lender has made corresponding amount on demand from such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Revolving Loan Lender together with interest thereon thereon, for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower payment was due until the date such amount shall have been repaid is paid to the Administrative Agent Revolving Loan Representative, at the applicable Interest Federal Funds Rate until (and including) the third for 3 Business Day after demand is made Days and thereafter at the Default Reference Rate. (d) All Loans made available . During the period in which such Revolving Loan Lender has not paid such corresponding amount to the Revolving Loan Representative, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the amount so advanced by the Revolving Loan Representative to the Borrowers shall, for all purposes hereof, be a Revolving Loan made by the Revolving Loan Representative for its own account. Upon any such failure by a Revolving Loan Lender to pay the Revolving Loan Representative, the Revolving Loan Representative shall promptly thereafter notify the Administrative Agent Borrower of such failure and the Borrowers shall immediately pay such corresponding amount to the Revolving Loan Representative for its own account. Nothing in accordance with this Section 1.02(b2.02(d)(ii) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, deemed to the Borrower relieve any Revolving Loan Lender from its obligation to fulfill its Revolving Credit Commitment hereunder or to its order prejudice any rights that the Revolving Loan Representative or the Borrowers may have against any Revolving Loan Lender as a result of any default by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of BorrowingRevolving Loan Lender hereunder.

Making the Loans. (a) The Initial Borrowing shall be made on notice, given not later than (x) 12:00 noon on the third Business Day prior to the Effective Date in the case of an Initial Borrowing consisting of Eurodollar Rate Loans or (y) 12:00 noon on the Business Day prior to the Effective Date in the case of an Initial Borrowing consisting of Base Rate Loans, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by facsimile. Such notice of the Administrative Agent notice Initial Borrowing (the “Notice of Initial Borrowing”) shall be in writing or by facsimile in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of the Initial Borrowing (which notice shall be irrevocablethe Effective Date and a Business Day), (ii) no later than 11:00 A.M. Type of Loans comprising the Initial Borrowing, (New York City timeiii) aggregate amount of the Initial Borrowing, and (iv) in the case of an Initial Borrowing consisting of Eurodollar Rate Loans, initial Interest Period for each such Loan. Each Lender shall, before 2:00 p.m. on the third Business Day before date of the requested date Initial Borrowing, make available for the making account of its Applicable Lending Office to the Agent at the Agent’s Account, in same day funds, such Lender’s Ratable Share of the LoansInitial Borrowing. The 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 Agent’s address referred to in Section 8.02 or as requested by the Borrower in the Notice of Borrowing shall specify Initial Borrowing. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the requested date Borrower may not select Eurodollar Rate Loans for any Borrowing if the making aggregate amount of such Borrowing is less than $5,000,000 or less than an integral multiple of $500,000 in excess thereof or if the obligation of the requested LoansLenders to make Eurodollar Rate Loans shall then be suspended pursuant to Section 2.06 or 2.10, which shall be a Business Day and (ii) at no time shall there be more than three (3) different Interest Periods outstanding for Eurodollar Rate Loans. (c) The Notice of Initial Borrowing shall be irrevocable and binding on the principal amount of each requested Tranche A Loan and Tranche B LoanBorrower. Upon receipt of If the Notice of BorrowingInitial Borrowing specifies that the Initial Borrowing is to be comprised of Eurodollar Rate Loans, the Administrative Agent Borrower shall promptly notify indemnify each Lender against any loss, cost or expense reasonably incurred by such Lender as a result of any failure (i) to fulfill on or before the date specified in the Notice of Initial Borrowing the applicable conditions set forth in Article III or (ii) to otherwise borrow the Eurodollar Rate Loans requested by the Borrower in the Notice of Initial Borrowing on such date (and shall set forth such indemnification obligation in the Notice of Initial Borrowing), including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the contents thereof and liquidation or reemployment of deposits or other funds acquired by such Lender to fund the principal amount of each Loan to be made by such Lender as part of the Initial Borrowing when such Loan, as a result of any such failure, is not made on the requested date specified thereinsuch date. (b) Not later than 11:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed, each Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure. (cd) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which time of the Loans are to be disbursed Initial Borrowing that such Lender will not make available to the Administrative Agent funds with respect to such Lender’s Ratable Share of the Loan(s) requested to be made by such Lender on such dateInitial Borrowing, the Administrative Agent may assume that such Lender has made such funds portion available to the Administrative Agent on such the date of the Initial Borrowing in accordance with subsection (a) of this Section 1.02(b) 2.02 and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lendera corresponding amount. If and to the extent that such Lender shall not have so made such Ratable Share available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such LenderAgent, such Lender shall, on demand, pay and the Borrower severally agree to repay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by within one Business Day after demand for such Lender and within three Business Days after demand for the Borrower such corresponding amount together with interest thereon thereon, for each day from the date such funds shall have been so amount is made available by the Administrative Agent to the Borrower until the date such amount shall have been is repaid to the Administrative Agent Agent, at (i) in the case of the Borrower, the interest rate applicable at the applicable Interest Rate until time to Loans comprising the Initial Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If the Borrower and including) such Lender shall pay such interest to the third Business Day after demand is made and thereafter at Agent for the Default Ratesame or an overlapping period, the Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Loan as part of the Initial Borrowing for purposes of this Agreement. (de) All Loans The failure of any Lender to make the Loan to be made available by it as part of the Initial Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the Administrative Agent in accordance with Section 1.02(b) date of the Initial Borrowing, but no Lender shall be disbursed responsible for the failure of any other Lender to make the Loan to be made by the Administrative Agent not later than 3:00 P.M. (New York City time) such other Lender on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Initial Borrowing.

Making the Loans. (a) The Borrower shall give the Administrative Agent prior telephonic notice (immediately confirmed in writing, in substantially the “form of Exhibit C hereto (a "Notice of Borrowing”) (which notice shall be irrevocable) no ")), not later than 11:00 A.M. 12:00 noon (New York City time) on the third date which is 3 Business Day before Days prior to the requested date for the making of the Loans. The Notice of Borrowing shall specify proposed Loan (i) the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, or such shorter period as the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan is willing to be made by such Lender on the requested date specified therein. (b) Not accommodate from time to time, but in no event later than 11:00 A.M. 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) in the case of Loans requested date on which the Loans are Effective Date, whether such Loan is requested to be disburseda Revolving Loan or the Term Loan, each Lender (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, and (v) the proposed borrowing date, which must be a Business Day, and, with respect to (A) the Term Loan, must be the Effective Date and (B) with respect to the Revolving Loans, must be a Business Day after the Effective Date. If no Interest Period is specified with respect to any requested LIBOR Rate Loan, then the Borrower shall make available be deemed to have selected an Interest Period of one month's duration. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Borrower (or from any Authorized Officer xxxxxxx designated in writing purportedly from the Borrower to the Administrative Agent, in Dollars in funds immediately available ). Each Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrower until the Administrative Agent at receives written notice to the offices contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the Administrative Agentsignature appearing on any written Notice of Borrowing. (b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrower shall be bound to make a borrowing in accordance therewith. Each Revolving Loan shall be made in a minimum amount of $500,000 and shall be in integral multiples of $100,000. (c) (i) Except as otherwise provided in this Section 2.02(c), the Loan(s) to all Loans under this Agreement shall be made by such the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Revolving Credit Commitment and the Term Loan Commitment it being understood that no Lender on such date. Any shall be responsible for any default by any other Lender in that other Lender’s failure 's obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Xxxxxx's obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it on by the requested date therefor shall not relieve terms of this Agreement regardless of the failure by any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureLender. (c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate. (d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent notice prior telephonic notice, immediately confirmed in writing in substantially the form of Exhibit C (the “a "Notice of Borrowing”) (which notice shall be irrevocable) no "), not later than 11:00 A.M. 12:00 noon (New York City time) on the third date which is 3 Business Day before Days (or, in the requested case of a Term Loan made after the Effective Date, 30 days) prior to the date for the making of the Loans. The Notice of Borrowing shall specify proposed Loan (i) the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, or such shorter period as the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan is willing to be made by such Lender on the requested date specified therein. (b) Not accommodate from time to time, but in no event later than 11:00 A.M. 12:00 noon (New York City time) on the date of borrowing of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) whether the Loan is requested date on which the Loans are to be disburseda Reference Rate Loan or a LIBOR Rate Loan and, each Lender shall make available in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iii) the use of the proceeds of such proposed Loan, and (iv) the proposed date of borrowing (which date of borrowing must be a Business Day and, in the case of the initial Term Loan, must be the Effective Date). The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purporting to be from the Administrative Borrower to the Administrative Agent, in Dollars in funds immediately available ). Each Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers until the Administrative Agent at receives written notice to the offices contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the Administrative Agentsignature appearing on any written Notice of Borrowing. (b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrowers shall be bound to make a borrowing in accordance therewith. Each Term Loan made after the Effective Date pursuant to Section 2.01(a)(ii) shall be in a minimum principal amount of $25,000,000 and integral multiples of $1,000,000. (c) Except as otherwise provided in this Section 2.02(c), the Loan(s) to all Loans under this Agreement shall be made by such the Lenders simultaneously and proportionately to their respective Effective Date Pro Rata Share of the Total Effective Date Term Loan Commitment and Delayed Draw Pro Rata Share of the Total Delayed Draw Term Loan Commitment, as applicable, it being understood that no Lender on such date. Any shall be responsible for any default by any other Lender in that other Lender’s failure 's obligation to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it on under the requested date therefor shall not relieve terms of this Agreement regardless of the failure by any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureLender. (c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate. (d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.

Making the Loans. (a) The Borrower shall give the Administrative Agent notice (the “Notice of Borrowing”) (which notice Each Committed Borrowing under Section 2.1 shall be irrevocablemade on the Borrower's oral or written notice given by the Borrower to the Agent: (i) no not later than 11:00 A.M. (New York City time) on the third Business Day before prior to the requested date for the making of the Loans. The Notice proposed Committed Borrowing in the case of Borrowing shall specify (i) the requested date for the making of the requested Loans, which shall be a Business Day and Committed LIBOR Rate Loan; (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified therein. (b) Not not later than 11:00 A.M. (New York City time) on the Business Day immediately preceding the date of the proposed Committed Borrowing in the case of an Early Funding ABR Loan; and (iii) not later than 11:00 A.M. (New York City time) on the same Business Day of the proposed Committed Borrowing in the case of any other ABR Loan. With respect to any oral notice of borrowing given by the Borrower, the Borrower shall promptly thereafter confirm such notice in writing. Each written notice of borrowing and each confirmation of an oral notice of borrowing shall be in substantially the form of Exhibit A hereto ("Notice of Borrowing"). Each Notice of Borrowing shall be signed by the Borrower and shall specify therein the requested (i) date of such Committed Borrowing, (ii) Type of Loans comprising such Committed Borrowing, (iii) aggregate amount of such Committed Borrowing and (iv) with respect to any Committed LIBOR Rate Loan, the Interest Period for each such Loan. Upon receipt of any such notice, the Agent shall promptly notify each Bank thereof. Each Bank shall, before 1:00 P.M. (New York City time) on which the Loans are to be disburseddate of such Committed Borrowing, each Lender shall make available to the Administrative AgentAgent at its address referred to in Section 11.2, in Dollars in funds immediately available funds, such Bank's applicable Pro Rata Percentage of such Committed Borrowing; provided, however, that, in the event of a requested ABR Loan with respect to which the Administrative Agent at the offices Borrower has delivered its notice of the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it borrowing on the Business Day immediately preceding the requested date therefor Borrowing Date (an "Early Funding ABR Loan"), each Bank shall not relieve any other Lender make its applicable Pro Rata Percentage of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure. (c) Unless the Administrative Agent shall have received notice from a Lender prior to Committed Borrowing before 10:00 A.M. (New York City time) on the requested Borrowing Date. The Agent shall, no later than 2:00 P.M. (New York City time) on such date on (or no later than 11:00 A.M. (New York City time), in the case of an Early Funding ABR Loan), make available to the Borrower the proceeds of the Committed Loans received by the Agent hereunder by crediting such account of the Borrower which the Loans are Agent and the Borrower shall from time to time designate. Each Notice of Borrowing shall be disbursed irrevocable and binding on the Borrower. (b) Unless the Agent shall have received notice from a Bank at least two hours prior to the applicable time described in clause (a) above by which such Bank is required to deliver its funds to the Agent with respect to any Committed Borrowing that such Lender Bank will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on Bank's applicable Pro Rata Percentage of such dateCommitted Borrowing, the Administrative Agent may assume that such Lender Bank has made such funds portion available to the Administrative Agent on the date of such date Committed Borrowing in accordance with Section 1.02(b2.2(a) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in a corresponding amount. If such amount is made available to the Agent on a date after such date of Committed Borrowing, such Bank shall pay to the Agent on demand an amount equal to the principal product of (i) the daily average Federal Funds Effective Rate during such period, times (ii) the amount of such Bank's applicable Pro Rata Percentage of such Committed Borrowing, times (iii) a fraction, the Loan(snumerator of which is the number of days that elapse from and including such date of Committed Borrowing to the date on which such Bank's applicable Pro Rata Percentage of such Committed Borrowing shall have become immediately available to the Agent and the denominator of which is 360. A certificate of the Agent submitted to any Bank with respect to any amounts owing under this Section 2.2(b) shall be conclusive in the absence of manifest error. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such Committed Borrowing for purposes of this Agreement. If such Bank's applicable Pro Rata Percentage of such Committed Borrowing is not in fact made available to the Agent by such Bank within one Business Day of such date of Committed Borrowing, the Agent shall be entitled to recover such amount with interest thereon at the rate per annum, equal to (i) the ABR (in the case of ABR Loans) or (ii) the Federal Funds Effective Rate (in the case of Committed LIBOR Rate Loans), on demand, from the Borrower. (c) The failure of any Bank to make the Loan to be made by it as part of any Committed Borrowing shall not relieve any other Bank of its obligation, if any, hereunder to make its Loan on the date of such Committed Borrowing, but no Bank shall be responsible for the failure of any other Bank to make the Loan to be made by such Lender other Bank on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate. (d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of any Committed Borrowing.

Making the Loans. (a) The Borrower shall give the Administrative Agent prior telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit B hereto (a “Notice of Borrowing”) (which notice shall be irrevocable) no )), not later than 11:00 A.M. 12:00 noon (New York City time) on the third date which is three (3) Business Day before Days prior to the requested date for the making of the Loans. The Notice of Borrowing shall specify proposed Loan (i) the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, or such shorter period as the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan is willing to be made by such Lender on the requested date specified therein. (b) Not accommodate from time to time, but in no event later than 11:00 A.M. 12:00 noon (New York City time) on the requested borrowing date on of the proposed Loan). Such Notice of Borrowing shall (i) be irrevocable, (ii) specify (A) the principal amount of the proposed Loan, (B) the use of the proceeds of such proposed Loan, and (C) the proposed borrowing date, which must be a Business Day and (iii) be delivered to the Loans are Administrative Agent together with the documents required by Section 5.02(e). The Administrative Agent and the Lender may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be disbursed, each Lender shall make available from the Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Borrower to the Administrative Agent, in Dollars in funds immediately available ). The Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and the Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrower until the Administrative Agent at receives written notice to the offices contrary. The Administrative Agent and the Lender shall have no duty to verify the authenticity of the Administrative Agentsignature appearing on any written Notice of Borrowing. (b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrower shall be bound to make a borrowing in accordance therewith. (c) Except as otherwise provided in this subsection 2.02(c), to the Loan(s) to extent there is more than one Lender hereunder, all Loans under this Agreement shall be made by such the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Term Loan Commitment, it being understood that no Lender on such date. Any shall be responsible for any default by any other Lender in that other Lender’s failure obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it on by the requested date therefor shall not relieve terms of this Agreement regardless of the failure by any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure. (c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate. (d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order made in same day available funds and sent by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of BorrowingOperating Account.

Making the Loans. (a) The Borrower shall give the Administrative Agent prior written notice (in substantially the “form of Exhibit D hereto (a "Notice of Borrowing”) (which notice shall be irrevocable) no ")), not later than (x) in the case of a borrowing consisting of a Reference Rate Loan, 11:00 A.M. a.m. (New York City time) on the third Business Day before the requested borrowing date for the making of the Loans. The Notice proposed Reference Rate Loan, and (y) in the case of Borrowing shall specify (i) the requested date for the making a borrowing consisting of the requested LIBOR Rate Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified therein. (b) Not later than 11:00 A.M. a.m. (New York City time) on a date that is three (3) Business Days prior to the date of the proposed borrowing. Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan (which, in the case of a LIBOR Rate Loan, must be in a minimum amount of $500,000 and in integral multiples of $100,000 in excess thereof), (ii) whether such Loan is requested date on which the Loans are to be disburseda Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iii) in the case of Loans requested on the Effective Date, whether such Loan is requested to be a Revolving Loan or the Term Loan, (iv) the use of the proceeds of such proposed Loan, and (v) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, must be the Effective Date. The Administrative Agent and the Lenders may act without liability upon the basis of written or telecopied notice believed by the Administrative Agent in good faith to be from the Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Borrower to the Administrative Agent). The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. Notwithstanding anything to the contrary herein, all Loans made on the Effective Date shall be Reference Rate Loans. Thereafter all or any portion of the Loans maybe converted into LIBOR Rate Loans in accordance with the terms of Section 2.09. (b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrower shall be bound to make a borrowing in accordance therewith. Each Revolving Loan shall be made in a minimum amount of $500,000 and shall be in an integral multiple of $50,000. (i) Except as otherwise provided in this subsection 2.02(c), all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Revolving Credit Commitment and the Total Term Loan Commitment, as the case may be, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender. (ii) Notwithstanding any other provision of this Agreement, and in order to reduce the number of fund transfers among the Borrower, the Agents and the Lenders, the Borrower, the Agents and the Lenders agree that the Administrative Agent may (but shall not be obligated to), and the Borrower and the Lenders hereby irrevocably authorize the Administrative Agent to, fund, on behalf of the Revolving Loan Lenders, Revolving Loans pursuant to Section 2.01, subject to the procedures for settlement set forth in subsection 2.02(d); provided, however, that (a) the Administrative Agent shall in no event fund any such Revolving Loans if the Administrative Agent shall have received written notice from the Collateral Agent or the Required Lenders on the Business Day prior to the date of the proposed Revolving Loan that one or more of the conditions precedent contained in Section 4.02 will not be satisfied at the time of the proposed Revolving Loan, and (b) the Administrative Agent shall not otherwise be required to determine that, or take notice whether, the conditions precedent in Section 4.02 have been satisfied. If either (x) the Borrower gives a Notice of Borrowing requesting a Revolving Loan that is a LIBOR Rate Loan or (y) the Administrative Agent elects not to fund a requested Revolving Loan that is a Reference Rate Loan on behalf of the Revolving Loan Lenders, then promptly after receipt of the Notice of Borrowing requesting such Revolving Loan, the Administrative Agent shall notify each Revolving Loan Lender of the specifics of the requested Revolving Loan and that it will not fund the requested Revolving Loan on behalf of the Revolving Loan Lenders. If the Administrative Agent notifies the Revolving Loan Lenders that it will not fund a requested Revolving Loan on behalf of the Revolving Loan Lenders, each Revolving Loan Lender shall make its Pro Rata Share of the Revolving Loan available to the Administrative Agent, in Dollars immediately available funds, in funds the Administrative Agent's Account no later than 3:00 p.m. (New York City time) (provided that the Administrative Agent requests payment from such Revolving Loan Lender not later than 1:00 p.m. (New York City time)) on the date of the proposed Revolving Loan. The Administrative Agent will make the proceeds of such Revolving Loans available to the Borrower on the day of the proposed Revolving Loan by causing an amount, in immediately available funds, equal to the proceeds of all such Revolving Loans received by the Administrative Agent in the Administrative Agent's Account or the amount funded by the Administrative Agent on behalf of the Revolving Loan Lenders to be deposited in an account designated by the Borrower. (iii) If the Administrative Agent has notified the Revolving Loan Lenders that the Administrative Agent, on behalf of the Revolving Loan Lenders, will not fund a particular Revolving Loan pursuant to subsection 2.02(c)(ii), the Administrative Agent may assume that each such Revolving Loan Lender has made such amount available to the Administrative Agent on such day and the Administrative Agent, in its sole discretion, may, but shall not be obligated to, cause a corresponding amount to be made available to the Borrower on such day. If the Administrative Agent makes such corresponding amount available to the Borrower and such corresponding amount is not in fact made available to the Administrative Agent by any such Revolving Loan Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Revolving Loan Lender together with interest thereon, for each day from the date such payment was due until the date such amount is paid to the Administrative Agent, at the offices of Federal Funds Rate for three Business Days and thereafter at the Reference Rate. During the period in which such Revolving Loan Lender has not paid such corresponding amount to the Administrative Agent, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the amount so advanced by the Administrative Agent to the Borrower shall, for all purposes hereof, be a Revolving Loan made by the Administrative Agent for its own account. Upon any such failure by a Revolving Loan Lender to pay the Administrative Agent, the Loan(s) Administrative Agent shall promptly thereafter notify the Borrower of such failure and the Borrower shall immediately pay such corresponding amount to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of Administrative Agent for its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureown account. (civ) Unless Nothing in this subsection 2.02(c) shall be deemed to relieve any Revolving Loan Lender from its obligations to fulfill its Revolving Credit Commitment hereunder or to prejudice any rights that the Administrative Agent or the Borrower may have against any Revolving Loan Lender as a result of any default by such Revolving Loan Lender hereunder. (i) With respect to each LIBOR Rate Loan, on the first and the last date of each Interest Period, and with respect to all periods for which the Administrative Agent, on behalf of the Revolving Loan Lenders, has funded Revolving Loans that are Reference Rate Loans pursuant to subsection 2.02(c), on Friday of each week, or if the applicable Friday is not a Business Day, then on the following Business Day, or such shorter period as the Administrative Agent may from time to time select (any such Interest Period, week or shorter period being herein called a "Settlement Period"), the Administrative Agent shall have received notice notify each Revolving Loan Lender of the unpaid principal amount of the Revolving Loans outstanding as of the last day of each such Settlement Period. In the event that such amount is greater than the unpaid principal amount of the Revolving Loans outstanding on the last day of the Settlement Period immediately preceding such Settlement Period (or, if there has been no preceding Settlement Period, the amount of the Revolving Loans made on the date of such Revolving Loan Lender's initial funding), each Revolving Loan Lender shall promptly (and in any event not later than 2:00 p.m. (New York City time) if the Administrative Agent requests payment from a such Lender prior to 10:00 A.M. not later than 12:00 noon (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not day) make available to the Administrative Agent funds with respect to its Pro Rata Share of the Loan(s) requested to be made by difference in immediately available funds. In the event that such Lender on amount is less than such dateunpaid principal amount, the Administrative Agent may assume shall promptly pay over to each Revolving Loan Lender its Pro Rata Share of the difference in immediately available funds. In addition, if the Administrative Agent shall so request at any time when a Default or an Event of Default shall have occurred and be continuing, or any other event shall have occurred as a result of which the Administrative Agent shall determine that such it is desirable to present claims against the Borrower for repayment, each Revolving Loan Lender has made such funds available shall promptly remit to the Administrative Agent on such date in accordance with Section 1.02(b) and or, as the Administrative Agent in its sole discretion maycase may be, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate. (d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.Administrative

Making the Loans. (a) The Borrower shall give the Administrative Agent prior telephonic notice (immediately confirmed in writing, in substantially the “form of Exhibit B hereto (a "Notice of Borrowing”) (which notice shall be irrevocable) no ")), not later than 11:00 A.M. 1:00 p.m. (New York City time) on the third date which is 3 Business Days prior to the date of the proposed Loan (in the case of a Eurodollar Rate Loan), or not later than 1:00 p.m. (New York time) on the date that is 1 Business Day before prior to the requested date for the making of the Loansproposed Loan (in the case of a Reference Rate Loan) (or such shorter period as the Administrative Agent is willing, in its sole discretion, to accommodate from time to time). The Notice of Borrowing shall be irrevocable and shall specify (i) the requested date for the making principal amount and type (either a Revolving Loan or a Term Loan) of the requested Loansproposed Loan, (ii) the proposed borrowing date, which must be a Business Day, (iii) whether the proposed Loan is to be a Reference Rate Loan or a Eurodollar Rate Loan, and (iv) in the case of a Eurodollar Rate Loan, the initial Interest Period applicable thereto, which shall be a Business Day and (ii) period contemplated by the principal amount definition of each the term "Interest Period." If no Interest Period is specified with respect to any requested Tranche A Eurodollar Rate Loan, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. If no election as to the type of Loan and Tranche B is specified, then the requested Loan shall be a Reference Rate Loan. Upon receipt The Administrative Agent and the Lenders may act without liability upon the basis of the Notice of Borrowingwritten, telecopied or telephonic notice believed by the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan in good faith to be made by such Lender on from the requested date specified therein. Borrower (b) Not later than 11:00 A.M. (New York City time) on or from any Authorized Officer thereof designated in writing purportedly from the requested date on which the Loans are to be disbursed, each Lender shall make available Borrower to the Administrative Agent, in Dollars in funds immediately available ). The Borrower hereby waives the right to the Administrative Agent at the offices of dispute the Administrative Agent, 's record of the Loan(s) to be made by terms of any such Lender on such datetelephonic Notice of Borrowing. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other The Administrative Agent and each Lender shall not be liable for such failure. (c) Unless the Administrative Agent shall have received notice from entitled to rely conclusively on any Authorized Officer's authority to request a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender Loan on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have been repaid no duty to verify the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate. (d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions authenticity of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Borrower Each Borrowing with respect to a Warehouse Loan shall give the Administrative Agent be made on notice (the “a "Notice of Warehouse Borrowing”) ("), substantially in the form of Exhibit O-1 hereto, appropriately completed and executed by an Authorized Signatory of Borrower, which notice shall Notice of Warehouse Borrowing must be irrevocable) no received by Lender not later than 11:00 A.M. 2:00 p.m. (New York City time) on the Business Day prior to the proposed Borrowing Date by Borrower to Lender; provided that, if any of the Eligible Contracts to be pledged in connection with a Warehouse Loan are Clean-up Call Contracts, the related Notice of Warehouse Borrowing must be received by Lender not later than 2:00 p.m. (New York City time) on the third (3rd) Business Day before the requested date for the making of the Loans. The month of the Borrowing Date proposed by Borrower to Lender; provided further, that there shall be no more than one Notice of Warehouse Borrowing shall specify per Business Day and no more than five (i5) the requested date for the making Notices of the requested Loans, which shall Warehouse Borrowing per week (except that there may be one additional Notice of Warehouse Borrowing delivered on a Business Day and on which a Notice of Warehouse Borrowing with respect to a Clean-up Call Loan is delivered and, if such an additional Notice of Warehouse Borrowing is delivered on such a Business Day, a total of six (ii6) Notices of Warehouse Borrowing may be delivered during the principal amount week in which such Business Day falls). Each such Notice of each requested Tranche A Loan and Tranche B Warehouse Borrowing shall be irrevocable. In the case of any Clean-up Call Loan, Borrower shall deliver to Lender a copy of the related Notice of Clean-up Call, together with a notice to Lender of Borrower's intent to deliver a Notice of Warehouse Borrowing with respect to such Clean-up Call Loan, no later than the Business Day immediately following the date on which such Notice of Clean-up Call shall have been delivered to the indenture trustee in the related securitization. Upon receipt fulfillment of the Notice applicable conditions set forth in Article IV hereof, Lender shall make the proceeds of Borrowinga Borrowing made on notice in accordance with this Section 2.03(a) available to Borrower in immediately available funds to such account or accounts as Borrower shall designate to Lender in writing. Except in the case of Borrowings with respect to Clean-up Call Loans pursuant to Section 2.06, proceeds of a Borrowing in accordance with the Administrative Agent preceding sentence shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified thereinproposed Borrowing Date, but in no event earlier than 2:00 p.m. (New York City time) on such Borrowing Date. (b) Not Subject to the terms and conditions of this Agreement, Lender shall make Supplemental Loans pursuant to the provisions of the related Confirmation Statement, and any Supplemental Loan hereunder shall be made upon a written Borrowing request (a "Supplemental Borrowing Request"), substantially in the form of Exhibit O-2 hereto, appropriately completed and executed by an Authorized Signatory of Borrower, which Supplemental Borrowing Request must be received by Lender not later than 11:00 A.M. 2:00 p.m. (New York City time) on the requested date Business Day prior to the Borrowing Date for such Supplemental Loan proposed by Borrower to Lender in such Supplemental Borrowing Request; provided, that there shall be no more than one Supplemental Borrowing Request per week and no more than four (4) Borrowing Dates per calendar month on which the Loans are to a Supplemental Borrowing Request is delivered. Each such Supplemental Borrowing Request shall be disbursed, each Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices irrevocable. Upon execution and delivery by Borrower of the Administrative Agent, related Confirmation Statement in accordance with Section 2.07 hereof (and fulfillment of the Loan(s) to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such dateapplicable conditions set forth in Article IV hereof), but such other Lender shall not be liable for such failure. (c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. in no event earlier than 2:00 p.m. (New York City time) on the proposed Borrowing Date, Lender shall make the proceeds of a Borrowing requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with this Section 1.02(b2.03(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate. (d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds to such account or accounts as Borrower shall designate to Lender in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowingwriting.

Making the Loans. (a) The Each Borrowing shall be made on notice, given by the Borrower shall give to the Administrative Agent notice (the “Notice of Borrowing”) (which notice shall be irrevocable) no not later than (i) 11:00 A.M. (New York City time) on the third (3rd) Business Day before prior to the requested date for the making of the Loans. The Notice proposed Borrowing in the case of Borrowing shall specify (i) the requested date for the making of the requested Eurodollar Rate Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified therein. (b) Not later than 11:00 A.M. (New York City time) on the Business Day prior to the date of the proposed Borrowing in the case of Base Rate Loans. Each such notice (a "Notice of Borrowing") shall be in substantially the form of Exhibit B, specifying therein (i) the date of such proposed Borrowing, (ii) the aggregate amount of such proposed Borrowing, (iii) the amount thereof, if any, requested date on which the Loans are to be disbursedEurodollar Rate Loans, and (iv) the initial Interest Period or Periods for any such Eurodollar Rate Loans. The Loans shall be made as Base Rate Loans unless (subject to Section 2.12) the Notice of Borrowing specifies that all or a pro rata portion thereof shall be Eurodollar Rate Loans; provided, however, that the aggregate of the Eurodollar Rate Loans for each Interest Period must be in an amount of not less than $5,000,000 or an integral multiple of $500,000 in excess thereof. (b) The Administrative Agent shall give to each Lender shall make available to prompt notice of the Administrative Agent's receipt of a Notice of Borrowing and, if Eurodollar Rate Loans are properly requested in Dollars in funds immediately such Notice of Borrowing, the applicable interest rate under Section 2.9, and each Lender's Ratable Portion of the proposed Borrowing. Each Lender shall, before 12:00 Noon (New York City time) on the date of the proposed Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 10.2, in immediately available funds, such Lender's Ratable Portion of such proposed Borrowing. By 12:00 Noon (New York City time) in the offices case of Eurodollar Rate Loans and Base Rate Loans, on the date specified by the Borrower in the Notice of Borrowing, subject to fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent, 's aforesaid address; provided that in the Loan(s) to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure. (c) Unless event that the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed of any proposed Borrowing that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on Lender's Ratable Portion of such dateBorrowing, the Administrative Agent may assume that shall be under no obligation to fund such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf Lender's Ratable Portion of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default RateBorrowing. (dc) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) Each Base Rate Loan shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the an aggregate principal amount of such Loans not less than $1,000,000 or an integral multiple of $100,000 in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowingexcess thereof.

Making the Loans. (a) The Borrower shall give the Administrative Agent notice (the “Notice of Borrowing”) (which notice Each Loan shall be irrevocable) no made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day before prior to the requested date for the making of the proposed Loan (in the case of a Borrowing consisting of Eurodollar Rate Loans. The Notice of Borrowing shall specify (i) the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified therein. (b) Not or given not later than 11:00 A.M. (New York City time) on the requested date on which Business Day of the Loans are to be disbursedproposed Loan (in the case of a Loan consisting of Base Rate Loans), each Lender shall make available by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telecopier. Each such notice of Borrowing (a “Notice of Borrowing”) shall be by telecopier, in Dollars substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in funds immediately the case of a Borrowing consisting of Eurodollar Rate Loans, initial Interest Period for each such Loan. Each Lender shall, before 1:00 P.M. (New York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the offices its address referred to in Section 8.02, in same day funds, such Lender’s ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Section 3.02, the Loan(sAdministrative Agent will make such funds available to the Borrower at the Administrative Agent’s aforesaid address. (b) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing which the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Loans, 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, the applicable conditions set forth in Section 3.02, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender on as part of such dateBorrowing. Any Lender’s failure The Borrower shall pay amounts owing to make any Loan Lender pursuant to be made by it on the requested date therefor shall not relieve any other this Section 2.02(b) within 30 days after receipt from such Lender of its obligation a certificate setting forth in reasonable detail the calculation of the amount such Lender is entitled to make any Loan to claim under this Section 2.02(b) (which certificate shall be made by such other Lender on such dateconclusive and binding for all purposes, but such other Lender shall not be liable for such failureabsent manifest error). (c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed of any Borrowing that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on Lender’s ratable portion of such dateBorrowing, the Administrative Agent may assume that such Lender has made such funds portion available to the Administrative Agent on the date of such date Borrowing in accordance with subsection (a) of this Section 1.02(b) 2.02 and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lendera corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such LenderAgent, such Lender shall, on demand, pay and the Borrower severally agree to repay to the Administrative Agent funds in an forthwith on demand such corresponding amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon thereon, for each day from the date such funds shall have been so amount is made available by the Administrative Agent to the Borrower until the date such amount shall have been is repaid to the Administrative Agent Agent, at (i) in the case of the Borrower, the interest rate applicable at the applicable Interest Rate until time to Loans comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement (and including) such Loan shall be deemed to have been made by such Lender on the third Business Day after demand date on which such amount is made and thereafter at so repaid to the Default RateAdministrative Agent). (d) All Loans The failure of any Lender to make the Loan to be made available by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the Administrative Agent in accordance with Section 1.02(b) date of such Borrowing, but no Lender shall be disbursed responsible for the failure of any other Lender to make the Loan to be made by the Administrative Agent not later than 3:00 P.M. (New York City time) such other Lender on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of any Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior telephonic notice (promptly confirmed in writing, in substantially the form of Exhibit B hereto (a “Notice of Borrowing”) (which notice shall be irrevocable) no )), not later than 11:00 A.M. 12:00 noon (New York City time) on the third date which is three (3) Business Days prior to the date of the proposed Loan (in the case of a LIBOR Rate Loan), or not later than 12:00 noon (New York time) on the date which is one (1) Business Day before prior to the requested date for the making of the Loansproposed Loan (in the case of a Reference Rate Loan); provided, however that the Administrative Borrower shall provide the Administrative Agent with no less than fifteen (15) days prior written notice of a request to borrow a Delayed Draw Term Loan. The Such Notice of Borrowing shall be irrevocable and shall specify (i) the requested date for the making principal amount and type of the requested Loansproposed Loan, (ii) the proposed borrowing date, which must be a Business Day, and, with respect to the Initial Term Loan, must be the Effective Date, (iii) whether the proposed Loan is to be a Reference Rate Loan or a LIBOR Rate Loan, and (iv) in the case of a LIBOR Rate Loan, the initial Interest Period to be applicable thereto, which shall be a Business Day period contemplated by the definition of the term “Interest Period”. The Administrative Agent and the Lenders may act without liability upon the basis of written, facsimile or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing, absent manifest error. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. (b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrowers shall be bound to make a borrowing in accordance therewith. Each Revolving Loan shall be made in a minimum amount of $500,000 and shall be in an integral multiple of $500,000. The Delayed Draw Term Loan shall be made in an amount equal to $15,000,000. The Borrowers shall have not more than seven (7) LIBOR Rate Loans in effect at any given time. (i) Except as otherwise provided in this subsection 2.02(c), all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Initial Term Loan Commitment, the Total Delayed Draw Term Loan Commitment and the Total Revolving Credit Commitment, as the case may be, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender. (ii) Notwithstanding any other provision of this Agreement, and in order to reduce the principal amount number of each requested Tranche A fund transfers among the Borrowers, the Agents and the Lenders, the Borrowers, the Agents and the Lenders agree that the Administrative Agent may (but shall not be obligated to), and the Borrowers and the Lenders hereby irrevocably authorize the Administrative Agent to, fund, on behalf of the Revolving Loan Lenders, Revolving Loans pursuant to Section 2.01, subject to the procedures for settlement set forth in subsection 2.02(d); provided, however, that (A) the Administrative Agent shall in no event fund any such Revolving Loans if the Administrative Agent shall have received written notice from the Collateral Agent or the Required Lenders on the Business Day prior to the date of the proposed Revolving Loan that one or more of the conditions precedent contained in Section 5.02 will not be satisfied at the time of the proposed Revolving Loan, and (B) the Administrative Agent shall not otherwise be required to determine that, or take notice whether, the conditions precedent in Section 5.02 have been satisfied. If the Administrative Borrower gives a Notice of Borrowing requesting a Revolving Loan and Tranche B Loan. Upon the Administrative Agent elects not to fund such Revolving Loan on behalf of the Revolving Loan Lenders, then promptly after receipt of the Notice of BorrowingBorrowing requesting such Revolving Loan, the Administrative Agent shall promptly notify each Revolving Loan Lender of the contents thereof and specifics of the principal amount of each requested Revolving Loan to be made by such Lender on and that it will not fund the requested date specified therein. (b) Not later than 11:00 A.M. (New York City time) Revolving Loan on behalf of the Revolving Loan Lenders. If the Administrative Agent notifies the Revolving Loan Lenders that it will not fund a requested date Revolving Loan on which behalf of the Loans are to be disbursedRevolving Loan Lenders, each Revolving Loan Lender shall make its Pro Rata Share of the Revolving Loan available to the Administrative Agent, in Dollars immediately available funds, in funds immediately the Administrative Agent’s Account no later than 3:00 p.m. (New York time) (provided that the Administrative Agent requests payment from such Revolving Loan Lender not later than 1:00 p.m. (New York time)) on the date of the proposed Revolving Loan. The Administrative Agent will make the proceeds of such Revolving Loans available to the Borrowers on the day of the proposed Revolving Loan by causing an amount, in immediately available funds, equal to the proceeds of all such Revolving Loans received by the Administrative Agent at in the offices Administrative Agent’s Account or the amount funded by the Administrative Agent on behalf of the Revolving Loan Lenders to be deposited in an account designated by the Administrative Borrower. (iii) If the Administrative Agent has notified the Revolving Loan Lenders that the Administrative Agent, on behalf of the Loan(s) to be made by such Lender on such date. Any Lender’s failure to make any Revolving Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such dateLenders, but such other Lender shall not be liable for such failure. (c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available fund a particular Revolving Loan pursuant to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such datesubsection 2.02(c)(ii), the Administrative Agent may assume that each such Revolving Loan Lender has made such funds amount available to the Administrative Agent on such date in accordance with Section 1.02(b) day and the Administrative Agent Agent, in its sole discretion discretion, may, in reliance upon such assumptionbut shall not be obligated to, make cause a corresponding amount to be made available to the Borrower Borrowers on such date funds in an day. If the Administrative Agent makes such corresponding amount equal available to the principal Borrowers and such corresponding amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall is not have so in fact made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by any such Lender on such date and Revolving Loan Lender, the Administrative Agent shall have so made available be entitled to the Borrower funds in an recover such corresponding amount equal to the principal amount of the Loan(s) to be made by on demand from such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Revolving Loan Lender together with interest thereon thereon, for each day from the date such funds shall have been payment was due until the date such amount is paid to the Administrative Agent, at the Federal Funds Effective Rate for three (3) Business Days and thereafter at the Reference Rate. During the period in which such Revolving Loan Lender has not paid such corresponding amount to the Administrative Agent, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the amount so made available advanced by the Administrative Agent to the Borrowers shall, for all purposes hereof, be a Revolving Loan made by the Administrative Agent for its own account. Upon any such failure by a Revolving Loan Lender to pay the Administrative Agent, the Administrative Agent shall promptly thereafter notify the Administrative Borrower of such failure and the Borrowers shall promptly pay such corresponding amount to the Administrative Agent for its own account. (iv) Nothing in this subsection 2.02(c) shall be deemed to relieve any Revolving Loan Lender from its obligations to fulfill its Revolving Credit Commitment hereunder or to prejudice any rights that the Administrative Agent or the Borrowers may have against any Revolving Loan Lender as a result of any default by such Revolving Loan Lender hereunder. (i) With respect to all periods for which the Administrative Agent has funded Revolving Loans pursuant to subsection 2.02(c), on Thursday of each week, or if the applicable Thursday is not a Business Day, then on the following Business Day, or such shorter period as the Administrative Agent may from time to time select (any such week or shorter period being herein called a “Settlement Period”), the Administrative Agent shall notify each Revolving Loan Lender of the unpaid principal amount of the Revolving Loans outstanding as of the last day of each such Settlement Period. In the event that such amount is greater than the unpaid principal amount of the Revolving Loans outstanding on the last day of the Settlement Period immediately preceding such Settlement Period (or, if there has been no preceding Settlement Period, the amount of the Revolving Loans made on the date of such Revolving Loan Lender’s initial funding), each Revolving Loan Lender shall promptly (and in any event not later than 2:00 p.m. (New York time) if the Administrative Agent requests payment from such Lender not later than 12:00 noon (New York time) on such day) make available to the Administrative Agent its Pro Rata Share of the difference in immediately available funds. In the event that such amount is less than such unpaid principal amount, the Administrative Agent shall promptly pay over to each Revolving Loan Lender its Pro Rata Share of the difference in immediately available funds. In addition, if the Administrative Agent shall so request at any time when a Default or an Event of Default shall have occurred and be continuing, or any other event shall have occurred as a result of which the Administrative Agent shall determine that it is desirable to present claims against the Borrowers for repayment, each Revolving Loan Lender shall promptly remit to the Administrative Agent or, as the case may be, the Administrative Agent shall promptly remit to each Revolving Loan Lender, sufficient funds to adjust the interests of the Revolving Loan Lenders in the then outstanding Revolving Loans to such an extent that, after giving effect to such adjustment, each such Revolving Loan Lender’s interest in the then outstanding Revolving Loans will be equal to its Pro Rata Share thereof. The obligations of the Administrative Agent and each Revolving Loan Lender under this subsection 2.02(d) shall be absolute and unconditional. Each Revolving Loan Lender shall only be entitled to receive interest on its Pro Rata Share of the Revolving Loans which have been funded by such Revolving Loan Lender. (ii) In the event that any Revolving Loan Lender fails to make any payment required to be made by it pursuant to subsection 2.02(d)(i), the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Revolving Loan Lender together with interest thereon, for each day from the date such payment was due until the date such amount is paid to the Administrative Agent, at the Federal Funds Effective Rate for three (3) Business Days and thereafter at the Reference Rate. During the period in which such Revolving Loan Lender has not paid such corresponding amount to the Administrative Agent, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the amount so advanced by the Administrative Agent to the Borrowers shall, for all purposes hereof, be a Revolving Loan made by the Administrative Agent for its own account. Upon any such failure by a Revolving Loan Lender to pay the Administrative Agent, the Administrative Agent shall have been repaid promptly thereafter notify the Administrative Borrower of such failure and the Borrowers shall promptly pay such corresponding amount to the Administrative Agent at the applicable Interest Rate until (and includingfor its own account. Nothing in this subsection 2.02(d)(ii) the third Business Day after demand is made and thereafter at the Default Rate. (d) All Loans made available shall be deemed to relieve any Revolving Loan Lender from its obligation to fulfill its Revolving Credit Commitment hereunder or to prejudice any rights that the Administrative Agent in accordance with Section 1.02(b) shall be disbursed or the Borrowers may have against any Revolving Loan Lender as a result of any default by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of BorrowingRevolving Loan Lender hereunder.

Making the Loans. (a) The Borrower shall give the Administrative Agent prior telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit B hereto (a “Notice of Borrowing”) (which notice shall be irrevocable) no )), not later than 11:00 A.M. 12:00 noon (New York City time) on the third date which is three (3) Business Day before Days prior to the requested date for the making of the Loans. The Notice of Borrowing shall specify proposed Loan (i) the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, or such shorter period as the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan is willing to be made by such Lender on the requested date specified therein. (b) Not accommodate from time to time, but in no event later than 11:00 A.M. 12:00 noon (New York City time) on the requested borrowing date on of the proposed Loan). Such Notice of Borrowing shall (i) be irrevocable, (ii) specify (A) the principal amount of the proposed Loan, (B) the use of the proceeds of such proposed Loan, and (C) the proposed borrowing date, which must be a Business Day and shall not occur more than one time each week unless an additional weekly borrowing date is consented to by the Loans are Agent and the Required Lenders and (iii) be delivered to the Administrative Agent together with the documents required by Section 5.02(e). The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be disbursed, each Lender shall make available from the Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Borrower to the Administrative Agent, in Dollars in funds immediately available ). The Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrower until the Administrative Agent at receives written notice to the offices contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the Administrative Agentsignature appearing on any written Notice of Borrowing. (b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrower shall be bound to make a borrowing in accordance therewith. (c) Except as otherwise provided in this subsection 2.02(c), the Loan(s) to all Loans under this Agreement shall be made by such the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Term Loan Commitment, it being understood that no Lender on such date. Any shall be responsible for any default by any other Lender in that other Lender’s failure obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it on by the requested date therefor shall not relieve terms of this Agreement regardless of the failure by any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureLender. (c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate. (d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.

Making the Loans. (a) The Borrower shall give Each Borrowing of the Administrative Agent notice (Loans and each continuation of the “Notice of Borrowing”) (which notice Loans shall be irrevocable) no made upon the Borrower’s irrevocable notice to the Lender, which may be given by telephone. Each such notice must be received by the Lender not later than 11:00 A.M. (2:00 p.m., New York City time) on the third , three Business Day before Days prior to the requested date for the making of such Borrowing of or continuation of the Loans. The Each telephonic notice by the Borrower pursuant to this Section 2.02 must be confirmed promptly by delivery to the Lender of a written Loan/Continuation Notice in the form of Borrowing Exhibit A, appropriately completed and signed by a Responsible Officer of the Borrower. Each Loan/Continuation Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing of the Loans or a continuation of all or a portion the Loans, (ii) the requested date for of such Borrowing or continuation, as the making of the requested Loans, case may be (which shall be a Business Day and Day), (iiiii) the principal amount of each requested Tranche A Loan the Loans to be borrowed or continued and Tranche B Loan. Upon receipt (iv) the duration of the Notice Interest Period(s) with respect thereto. If the Borrower requests a Borrowing or continuation of Borrowingthe Loans in any such Loan/Continuation Notice, but fails to specify an Interest Period, the Administrative Agent Borrower will be deemed to have specified an Interest Period of one month. If the Borrower fails to provide a notice requesting a continuation of any Eurodollar Loans within the time period required above, such Loans shall promptly notify each Lender be continued with an Interest Period of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified thereinone month. (b) Not later than 11:00 A.M. (New York City time) on In the requested date on which case of a Borrowing of Loans, following receipt of a Loan/Continuation Notice and upon satisfaction of the Loans are to be disbursedapplicable conditions set forth in Section 4.01, each the Lender shall make such requested Borrowing available to the Administrative AgentBorrower either by wire transfer of such funds or by crediting the account of the Borrower on the books of the Lender on the date requested by the Borrower, in Dollars each case in funds immediately available accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent at Lender by the offices of the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureBorrower. (c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender There shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds more than six Interest Periods in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent effect at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rateany time. (d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.

Making the Loans. (a) The Borrower shall give the Administrative Agent prior notice in writing, in substantially the form of Exhibit C hereto (the a “Notice of Borrowing”) (which notice shall be irrevocable) no or such other form approved by the Administrative Agent, not later than 11:00 A.M. 12:00 noon (New York City time) on the third Business Day before the requested date for the making of the Loans. The Notice of Borrowing shall specify which is (i) in the requested date for the making case of the requested LoansTerm Loan, which shall be a three (3) Business Day Days prior to the Effective Date and (ii) three (3) Business Days prior to the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt date of the Notice of Borrowing, proposed Revolving Loan (or such shorter period as the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan is willing to be made by such Lender on the requested date specified therein. (b) Not accommodate from time to time, but in no event later than 11:00 A.M. 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) whether such Loan is requested date on which the Loans are to be disburseda Revolving Loan or the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a SOFR Loan, (iv) the use of the proceeds of such proposed Loan, (v) Borrower’s account wiring instructions, and (vi) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, must be the Effective Date. The Administrative Agent and the Lenders may act without liability upon the basis of written notice believed by the Administrative Agent in good faith to be from the Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Borrower to the Administrative Agent). The Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. (a) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrower shall be bound to make a borrowing in accordance therewith. Each Revolving Loan shall be made in a minimum amount of $500,000 and shall be in an integral multiple of $100,000. (b) (vi) Except as otherwise provided in this Section 2.02(c), all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Revolving Credit Commitment or the Total Term Loan Commitment, as the case may be, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Xxxxxx’s obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender. i. Notwithstanding any other provision of this Agreement, and in order to reduce the number of fund transfers among the Borrower, the Agents and the Lenders, the Borrower, the Agents and the Lenders agree that the Administrative Agent may (but shall not be obligated to), and the Borrower and the Lenders hereby irrevocably authorize the Administrative Agent to, fund, on behalf of the Revolving Loan Lenders, Revolving Loans pursuant to Section 2.01, subject to the procedures for settlement set forth in Section 2.02(d); provided, however, that (A) the Administrative Agent shall in no event fund any such Revolving Loans if the Administrative Agent shall have received written notice from the Collateral Agent or the Required Lenders on the Business Day prior to the date of the proposed Revolving Loan that one or more of the conditions precedent contained in Section 5.02 will not be satisfied at the time of the proposed Revolving Loan, and (B) the Administrative Agent shall not otherwise be required to determine that, or take notice whether, the conditions precedent in Section 5.02 have been satisfied. If the Borrower gives a Notice of Borrowing requesting a Revolving Loan and the Administrative Agent elects not to fund such Revolving Loan on behalf of the Revolving Loan Lenders, then promptly after receipt of the Notice of Borrowing requesting such Revolving Loan, the Administrative Agent shall notify each Revolving Loan Lender of the specifics of the requested Revolving Loan and that it will not fund the requested Revolving Loan on behalf of the Revolving Loan Lenders. If the Administrative Agent notifies the Revolving Loan Lenders that it will not fund a requested Revolving Loan on behalf of the Revolving Loan Lenders, each Revolving Loan Lender shall make its Pro Rata Share of the Revolving Loan available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of funds, in the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure. (c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. Accounts no later than 3:00 p.m. (New York City time) (provided that the Administrative Agent requests payment from such Revolving Loan Lender not later than 1:00 p.m. (New York City time)) on the requested date on which of the proposed Revolving Loan. The Administrative Agent will make the proceeds of such Revolving Loans are to be disbursed that such Lender will not make available to the Borrower on the day of the proposed Revolving Loan by causing an amount, in immediately available funds, equal to the proceeds of all such Revolving Loans received by the Administrative Agent funds with respect to in the Loan(s) requested Administrative Agent’s Accounts or the amount funded by the Administrative Agent on behalf of the Revolving Loan Lenders to be made wired to an account designated by such Lender the Borrower. ii. If the Administrative Agent has notified the Revolving Loan Lenders that the Administrative Agent, on such datebehalf of the Revolving Loan Lenders, will not fund a particular Revolving Loan pursuant to Section 2.02(c)(ii), the Administrative Agent may assume that each such Revolving Loan Lender has made such funds amount available to the Administrative Agent on such date in accordance with Section 1.02(b) day and the Administrative Agent Agent, in its sole discretion discretion, may, in reliance upon such assumptionbut shall not be obligated to, make cause a corresponding amount to be made available to the Borrower on such date funds in an day. If the Administrative Agent makes such corresponding amount equal available to the principal Borrower and such corresponding amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall is not have so in fact made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by any such Lender on such date and Revolving Loan Lender, the Administrative Agent shall have so made available be entitled to the Borrower funds in an recover such corresponding amount equal to the principal amount of the Loan(s) to be made by on demand from such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Revolving Loan Lender together with interest thereon thereon, for each day from the date such funds shall have been payment was due until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the Reference Rate. During the period in which such Revolving Loan Lender has not paid such corresponding amount to the Administrative Agent, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the amount so made available advanced by the Administrative Agent to the Borrower until shall, for all purposes hereof, be a Revolving Loan made by the date Administrative Agent for its own account. Upon any such failure by a Revolving Loan Lender to pay the Administrative Agent, the Administrative Agent shall promptly thereafter notify the Borrower of such failure and the Borrower shall immediately pay such corresponding amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Ratefor its own account. (diii. Nothing in this Section 2.02(c) All Loans made available shall be deemed to relieve any Revolving Loan Lender from its obligations to fulfill its Revolving Credit Commitment hereunder or to prejudice any rights that the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to or the Borrower or to its order may have against any Revolving Loan Lender as a result of any default by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of BorrowingRevolving Loan Lender hereunder.

Making the Loans. (a) The Each Borrowing shall be in an amount not less than $1,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $100,000 in excess thereof and shall consist of Loans of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Borrowing shall be made on notice, given not later than 1:00 P.M. (New York City Time) on the third U.S. Government Securities Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of SOFR Rate Loans, or not later than 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 Loans, by the Borrower to the Administrative Agent, which shall give the Administrative Agent to each Lender prompt written notice thereof. Each such notice of a Borrowing (the a “Notice of Borrowing”) (which notice shall be irrevocableby telephone, confirmed immediately in writing or facsimile in substantially the form of Exhibit A hereto, specifying therein the requested (i) no later than 11:00 A.M. Borrowing Date for such Borrowing, (ii) Type of Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of SOFR Rate Loans, the initial Interest Period for each such Loan. Each Lender shall, before 2:00 P.M. (New York City timeTime) (or, for Borrowings consisting of Base Rate Loans for which notice was provided to the Lenders after 12:00 noon (New York City Time) but no later than 1:00 P.M. (New York City Time), before 3:00 P.M. (New York City Time)) on the third Business Day before the requested date applicable Borrowing Date, make available for the making account of its Lending Office to the Administrative Agent at the Agent’s Account, in same day funds, such Xxxxxx’s ratable portion of the LoansBorrowing to be made on such Borrowing Date. The 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 promptly in such manner as the Borrower shall have specified in the applicable Notice of Borrowing. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select SOFR Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than $1,000,000 or if the obligation of the Lenders to make SOFR Rate Loans shall then be suspended pursuant to Section 2.12(b), 2.13 or 2.16, and (ii) Borrowings of more than one Type may be outstanding at the same time; provided, however, there shall be not more than 10 Borrowings at any one time outstanding. (c) Each Notice of Borrowing shall specify be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to comprise SOFR Rate Loans, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (i) the requested date for the making including loss of anticipated profits), cost or expense incurred by reason of the requested Loans, which shall be a Business Day and (ii) liquidation or reemployment of deposits or other funds acquired by such Lender to fund the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender as part of such Borrowing when such Loan, as a result of such failure, is not made on the requested date specified thereinsuch date. (b) Not later than 11:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed, each Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure. (cd) Unless the Administrative Agent shall have received written notice from a Lender prior to 10:00 A.M. (New York City time) on any Borrowing Date or, in the requested date on which case of a Base Rate Loan, prior to the Loans are to be disbursed time of Borrowing, that such Lender will not make available to the Administrative Agent funds with respect to such Xxxxxx’s Loan as part of the Loan(s) requested Borrowing to be made by such Lender on such dateBorrowing Date, the Administrative Agent may may, but shall not be required to, assume that such Lender has made such funds portion available to the Administrative Agent on such date Borrowing Date in accordance with subsection (a) of this Section 1.02(b) 2.02, and the Administrative Agent in its sole discretion maymay (but it shall not be required to), in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lendera corresponding amount. If and to the extent that such Lender shall not have so made such Loan available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such LenderAgent, such Lender shall, on demand, pay and the Borrower severally agree to repay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by forthwith on demand such Lender corresponding amount, together with interest thereon thereon, for each day from the date such funds shall have been so amount is made available by the Administrative Agent to the Borrower until the date such amount shall have been is repaid to the Administrative Agent Agent, at (i) in the case of the Borrower, the interest rate applicable at the applicable Interest Rate until time to Loans comprising such Borrowing and (and includingii) in the third Business Day after demand is made and thereafter at case of such Lender, the Default Federal Funds Effective Rate. (d) All Loans made available . If such Lender shall repay to the Administrative Agent in accordance with Section 1.02(bsuch corresponding amount, such amount so repaid shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement. (e) The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be disbursed responsible for the failure of any other Lender to make the Loan to be made by the Administrative Agent not later than 3:00 P.M. (New York City time) such other Lender on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of any Borrowing.

Making the Loans. (a) The Borrower shall give the Administrative Agent notice (the “Notice of Borrowing”) (which notice Each Loan shall be irrevocable) no made on notice, given by the Borrower to the Lender not later than 11:00 A.M. 12:00 noon (New York City time) on the third fifth (5th) Business Day before prior to the requested date for the making of the Loansproposed Loan. The Each such notice (a "Notice of Borrowing Borrowing") shall specify be in substantially the form of Exhibit B, specifying therein (i) the requested date for the making of the requested Loanssuch proposed Loan, which shall be a Business Day and (ii) the principal amount of each requested Tranche A such proposed Loan, (iii) the account or accounts to which the Loan should be made, and Tranche B (iv) that the proceeds of the proposed Loan shall be used to repay the HRP Loan or details of the Approved Hotel Facility or Facilities or other permitted use for which the proceeds of the proposed Loan shall be used. Notwithstanding the foregoing, the Borrower agrees promptly to notify the Lender in writing that it intends to request a Loan in order to allow adequate time for the preparation of the Mortgage Documents for the Initial Selected Properties and the Selected Properties pursuant to Section 3.3 hereof. (b) Upon fulfillment of the applicable conditions set forth in Article IV, the Lender shall on the date of the proposed Loan. Upon receipt of , make available to the Borrower at the account or accounts specified in the Notice of Borrowing, in immediately available federal funds, the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified thereinLoan. (bc) Not later The Borrower may not request more than 11:00 A.M. one (New York City time1) Loan per calendar month. (d) Each Notice of Borrowing shall be irrevocable and binding on the requested Borrower. The Borrower shall indemnify the Lender against any loss, cost or expense incurred by the Lender as a result of any failure to fulfill on or before the date on which specified in any Notice of Borrowing for a proposed Loan the Loans are to be disbursedapplicable conditions set forth in Article IV, each Lender shall make available to the Administrative Agentincluding, in Dollars in funds immediately available to the Administrative Agent at the offices without limitation, any loss (including, without limitation, loss of anticipated profits), cost or expense incurred by reason of the Administrative Agent, liquidation or reemployment of deposits or other funds acquired by the Loan(s) Lender to be made by such Lender on such date. Any Lender’s failure to make fund any Loan to be made by it on the requested date therefor shall Lender when such Loan, as a result of such failure, is not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure. (c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate. (d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.

Making the Loans. (a) The Borrower shall give the Administrative Agent notice (the “Notice of Borrowing”) (which notice Each Loan shall be irrevocable) no made on notice, given not later than 11:00 A.M. 3:00 p.m. (New York City time) on the third Business Day before prior to the requested date for the making of the proposed Loan (in the case of a Borrowing consisting of Eurodollar Rate Loans. The Notice of Borrowing shall specify (i) the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified therein. (b) Not or given not later than 11:00 A.M. a.m. (New York City time) on the requested date on which Business Day of the Loans are to be disbursedproposed Loan (in the case of a Borrowing consisting of Base Rate Loans), each Lender shall make available by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by fax (or transmission by other electronic communication). Each such notice of Borrowing (a “Notice of Borrowing”) shall be by fax (or transmission by other electronic communication), in Dollars substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in funds immediately the case of a Borrowing consisting of Eurodollar Rate Loans, initial Interest Period for each such Loan. Each Lender shall, before 1:00 p.m. (New York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the offices its address referred to in Section 8.02, in same day funds, such Lender’s ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Section 3.02, the Loan(sAdministrative Agent will make such funds available to the Borrower at the Administrative Agent’s aforesaid address. (b) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing which the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Loans, 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, the applicable conditions set forth in Section 3.02, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender on as part of such dateBorrowing. Any Lender’s failure The Borrower shall pay amounts owing to make any Loan Lender pursuant to be made by it on the requested date therefor shall not relieve any other this Section 2.02(b) within 30 days after receipt from such Lender of its obligation a certificate setting forth in reasonable detail the calculation of the amount such Lender is entitled to make any Loan to claim under this Section 2.02(b) (which certificate shall be made by such other Lender on such dateconclusive and binding for all purposes, but such other Lender shall not be liable for such failureabsent manifest error). (c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed of any Borrowing that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on Lender’s ratable portion of such dateBorrowing, the Administrative Agent may assume that such Lender has made such funds portion available to the Administrative Agent on the date of such date Borrowing in accordance with subsection (a) of this Section 1.02(b) 2.02 and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lendera corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such LenderAgent, such Lender shall, on demand, pay and the Borrower severally agree to repay to the Administrative Agent funds in an forthwith on demand such corresponding amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon thereon, for each day from the date such funds shall have been so amount is made available by the Administrative Agent to the Borrower until the date such amount shall have been is repaid to the Administrative Agent Agent, at (i) in the case of the Borrower, the interest rate applicable at the applicable Interest Rate until time to Loans comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement (and including) such Loan shall be deemed to have been made by such Lender on the third Business Day after demand date on which such amount is made and thereafter at so repaid to the Default RateAdministrative Agent). (d) All Loans The failure of any Lender to make the Loan to be made available by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the Administrative Agent in accordance with Section 1.02(b) date of such Borrowing, but no Lender shall be disbursed responsible for the failure of any other Lender to make the Loan to be made by the Administrative Agent not later than 3:00 P.M. (New York City time) such other Lender on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of any Borrowing.

Making the Loans. (a) The Borrower shall give the Administrative Agent prior telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit 2.02(a) hereto (a “Notice of Borrowing”) (which notice shall be irrevocable) no )), not later than 11:00 A.M. 12:00 noon (New York City time) on the third date which is 5 Business Day before Days prior to the requested date for the making of the Loansproposed Loan. The Such Notice of Borrowing shall be irrevocable and shall specify (i) the requested date for the making principal amount of the requested Loansproposed Loan, which shall be a Business Day and (ii) the principal amount proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, must be on or before the Commitment Termination Date. The Administrative Agent and the Lenders may act without liability upon the basis of each requested Tranche A Loan and Tranche B Loanwritten, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Borrower to the Administrative Agent). Upon receipt The Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing, . The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall promptly notify each Lender have no duty to verify the authenticity of the contents thereof and signature appearing on any written Notice of the principal amount of each Loan to be made by such Lender on the requested date specified thereinBorrowing. (b) Not later than 11:00 A.M. Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrower shall be bound to make a borrowing in accordance therewith. (New York City timei) on Except as otherwise provided in this Section 2.02(c), all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Term Loan Commitment, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligations to make a Loan requested date on which hereunder, nor shall the Loans are Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s obligation to be disbursedmake a Loan requested hereunder, and each Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure obligated to make any Loan the Loans required to be made by it on by the requested date therefor shall not relieve terms of this Agreement regardless of the failure by any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure. (c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such dateLender. In addition, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(bTerm Loan (if funded) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to shall be made funded by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until Designated Account. (and includingii) the third Business Day after demand is made and thereafter at the Default Rate.[intentionally omitted] (iii) [intentionally omitted] (iv) [intentionally omitted] (d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b(i) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing[intentionally omitted].

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent written notice in the form of Exhibit B hereto (the a “Notice of Borrowing”) (which notice shall be irrevocable) no )), not later than 11:00 A.M. 12:00 noon (New York City time) on the third date which is three (3) Business Days prior to the date of the proposed Loan (in the case of a LIBOR Rate Loan), or not later than 12:00 noon (New York time) on the date which is one (1) Business Day before prior to the requested date for the making of the Loansproposed Loan (in the case of a Reference Rate Loan). The Such Notice of Borrowing shall be irrevocable and shall specify (i) the requested date for the making principal amount and type of the requested Loansproposed Loan, (ii) the proposed borrowing date, which must be a Business Day, and, with respect to the Initial Term Loan, must be the Effective Date, (iii) whether the proposed Loan is to be a Reference Rate Loan or a LIBOR Rate Loan, (iv) in the case of a LIBOR Rate Loan, the initial Interest Period to be applicable thereto, which shall be a Business Day period contemplated by the definition of the term “Interest Period” and (v) the wiring information of the account of the Borrowers to which the proceeds of such Loan are to be disbursed. The Administrative Agent and the Lenders may act without liability upon the basis of email or facsimile notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. (b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrowers shall be bound to make a borrowing in accordance therewith. The Borrowers shall have no more than seven (7) LIBOR Rate Loans in effect at any given time. (i) Except as otherwise provided in this subsection 2.02(c), all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Initial Term Loan Commitment, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender. (ii) Following the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the a Notice of Borrowing, the Administrative Agent shall promptly notify each applicable Lender of the contents thereof and specifics of the principal amount of each Loan to be made by such Lender on the requested date specified therein. (b) Not later than 11:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed, each Loan. Each applicable Lender shall make its Pro Rata Share of the applicable Loan available to the Administrative Agent, in Dollars immediately available funds, to the Administrative Agent’s account no later than 1:00 p.m. (New York time) on the date of the proposed Loan. Upon satisfaction of the applicable conditions set forth in funds immediately Section 5.02 (or, if such borrowing is a borrowing of Initial Loans, Sections 5.01 and 5.02) and receipt of all of the proceeds of the applicable Loan, the Administrative Agent will make the proceeds of such Loans received by it available to the Borrowers on the day of the proposed Loan by causing an amount, in immediately available funds, equal to the proceeds of all such Loans received by the Administrative Agent at the offices of in the Administrative Agent, the Loan(s) ’s Account to be made deposited in the account designated by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender Administrative Borrower in the applicable Notice of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureBorrowing. (ciii) Unless the Administrative Agent shall have received written notice from a Lender prior to 10:00 A.M. (New York City time) 12:00 p.m. on the requested proposed date on which the Loans are to be disbursed of any borrowing that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on Lender’s share of such dateborrowing, the Administrative Agent may assume that such each applicable Lender has made such funds the amount of its Loan available to the Administrative Agent on such date in accordance with Section 1.02(b) the applicable borrowing day and the Administrative Agent Agent, in its sole discretion discretion, may, in reliance upon such assumptionbut shall not be obligated to, make cause a corresponding amount to be made available to the Borrower Borrowers on such date funds in an day. If the Administrative Agent makes such corresponding amount equal available to the principal Borrowers and such corresponding amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall is not have so in fact made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by any such Lender on such date and Lender, the Administrative Agent shall have so made available be entitled to the Borrower funds in an recover such corresponding amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by demand from such Lender together with interest thereon thereon, for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower payment was due until the date such amount is paid to the Administrative Agent, at the Federal Funds Effective Rate for three (3) Business Days and thereafter at the Reference Rate. Upon any such failure by a Lender to pay the Administrative Agent, the Administrative Agent shall have been repaid promptly thereafter notify the Administrative Borrower of such failure and the Borrowers shall promptly pay such corresponding amount to the Administrative Agent at the applicable Interest Rate until for its own account. (and includingiv) the third Business Day after demand is made and thereafter at the Default RateNothing in this subsection 2.02(c) shall be deemed to relieve any Lender from its obligations to fulfill its Commitments hereunder. (d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b(i) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing[Reserved].

Making the Loans. (a) The Borrower shall give the Administrative Agent prior telephone notice (immediately confirmed in writing, in substantially the “form of Exhibit N hereto (a "Notice of Borrowing”) (which notice shall be irrevocable) no ")), not later than (i) 11:00 A.M. a.m. (New York City timeLos Angeles Time) on the third date of any proposed Revolving Loan, and (ii) 11:00 a.m. (Los Angeles time) three Business Day before Days prior to the requested date for the making of the Loansany proposed Term Loan. The Such Notice of Borrowing shall specify be irrevocable and shall include (i) the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each the proposed Loan, (ii) whether such Loan is requested Tranche A to be a Revolving Loan and Tranche B or a Term Loan. Upon receipt , (iii) the use of the proceeds of such proposed Loan, (iv) the proposed borrowing date, which must be a Business Day, and (v) an updated Borrowing Base Certificate which is prepared after giving effect to the proposed Loan (except for reserves, fees, or expenses maintained or charged by Administrative Agent hereunder with respect to which an Authorized Officer does not have notice or actual knowledge). Administrative Agent may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from Borrower (or from any Authorized Officer thereof designated in writing from Borrower to Administrative Agent). Borrower hereby waives the right to dispute Administrative Agent's record of the terms of any such telephonic Notice of Borrowing, the . Each Notice of Borrowing shall be irrevocable and binding on Borrower. Each Revolving Loan shall be made in a minimum amount of $500,000 and shall be in an integral multiple of $25,000. Administrative Agent shall promptly notify each Lender on behalf of the contents thereof and Lender Group will make the proceeds of such Loan available to Borrower on the day of the principal amount of each proposed Loan by causing all such proceeds, in immediately available funds, to be made deposited in an account designated by such Lender on the requested date specified thereinBorrower to Administrative Agent at a commercial bank reasonably satisfactory to Administrative Agent. (b) Not later than 11:00 A.M. (New York City timeSection 2.02(a) notwithstanding, the becoming due of any Obligation required to be paid under this Agreement, the Fee Letter, or any other Loan Document, whether of principal or interest or for any other Obligation, shall be deemed irrevocably to be a request for a Revolving Loan on the requested due date on which in the Loans are amount required to be disbursedpay such principal, each Lender shall make available interest, or other Obligation, to the Administrative Agent, in Dollars in funds immediately available to extent that such Obligation is due and payable and arising under the Administrative Agent at the offices terms of the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure to make any applicable Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureDocument. (c) Unless the Administrative Agent shall have received notice from a time to time, but no less frequently than weekly, notify each Revolving Credit Lender prior to 10:00 A.M. (New York City time) on of the requested date on which the Loans are to be disbursed that such Lender will not make available is to fund its Revolving Loans, and fund any amounts paid under any Letter of Credit Accommodation, and the Administrative Agent funds with respect to the Loan(s) requested amount to be made available by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lenderit. If and to the extent that a Revolving Credit Lender and Administrative Agent so agree, at Administrative Agent's discretion, the amount to be made available by such Revolving Credit Lender on any date may be netted against any amount owing to such Lender shall not have so and otherwise payable by Administrative Agent on account of payments received by it from Borrower on such date. The amount to be made available by each Revolving Credit Lender on any date shall be made available by it on such date to Administrative Agent at the Administrative Agent Account, in immediately available funds, not later than 1:00 p.m. (New York time) on any day in the case of fundings of which such Lenders have received notice not later than 11:00 a.m. (New York time) on such day (or, if notice is received after such time, not later than 12:00 p.m. (New York time) on the next succeeding Business Day). The obligation of each Revolving Credit Lender to Administrative Agent (as opposed to Borrower) to fund its Revolving Loans, and any payments under any Letter of Credit Accommodation, on the date specified by Administrative Agent is absolute and unconditional and shall not be affected by any circumstance whatsoever, including (i) any set off counterclaim, recoupment, defense or other right which such Lender may have against Administrative Agent, Borrower or any other Person for any reason whatsoever, (ii) the financial condition or prospects of Borrower, (iii) the failure of any other such Lender to make funds available to Administrative Agent with respect to its Revolving Loans or any payments under any Letter of Credit Accommodation, (iv) the Loan(soccurrence or continuation of an Event of Default, whether the same shall occur before or after Administrative Agent shall have made the Revolving Loans or Letter of Credit Accommodations, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (d) Borrower and the Lender Group hereby irrevocably authorize Administrative Agent to disburse the proceeds of each Revolving Loan requested, or deemed to be requested, pursuant to this Section 2.02 as follows: (i) the proceeds of each Revolving Loan requested under Section 2.02(a) hereof shall (subject to receipt by Administrative Agent of funds from the Revolving Credit Lenders) be disbursed by Administrative Agent in lawful money of the United States of America in immediately available funds, in the case of the initial borrowing, in accordance with the terms of a written disbursement letter from Borrower, and in the case of each subsequent borrowing, by wire transfer to such bank account as may be agreed upon by Borrower and Administrative Agent from time to time or elsewhere if pursuant to a written direction from Borrower, and (ii) the proceeds of each Revolving Loan requested under Section 2.02(b) hereof shall be charged to Borrower's Loan Account and disbursed by Administrative Agent, in its sole discretion, either to the Disbursement Account or by way of direct payment of the relevant Obligation. (e) Borrower and the Lender Group hereby irrevocably authorize and direct Administrative Agent to charge to Borrower's Loan Account hereunder, as a Revolving Loan deemed made to Borrower, a sum sufficient to pay all principal of Term Loans due and all interest accrued on the Obligations during the immediately preceding month and to pay all costs, fees, and expenses at any time owed by Borrower to the Lender Group hereunder or under any of the Loan Documents (including the Fee Letter); provided, however, that Administrative Agent may, but shall not be required to, so charge Borrower's Loan Account during the existence of an Event of Default or if and to the extent such charge would result in an Overadvance. Amounts so charged pursuant to this Section 2.02(e) shall be deemed Revolving Loans requested by Borrower pursuant to Section 2.02(b), and the provisions of Section 2.02(c) and Section 2.02(d) shall be applicable to each such Revolving Loan. (i) Revolving Loans, Letter of Credit Accommodations, and payments will be settled among Administrative Agent and the Revolving Credit Lenders according to such procedures as Administrative Agent and such Lenders may agree in writing from time to time. These procedures notwithstanding, each such Lender's obligation to fund its portion of the Revolving Loans and amounts paid under Letter of Credit Accommodations made by Administrative Agent to Borrower shall commence on the date such Revolving Loans and Letter of Credit Accommodations are made by Administrative Agent. Such payments to Administrative Agent will be made by such Lenders without set-off, counterclaim or reduction of any kind. (ii) Administrative Agent may require the Revolving Credit Lenders to settle Revolving Loans, amounts paid under Letter of Credit Accommodations, and payments on a daily basis (or such lesser frequency as Administrative Agent may determine) (each day of settlement being a "Settlement Date"). Administrative Agent will advise each Revolving Credit Lender by telephone or telecopy of the amount of each such Lender's Pro Rata Share (in accordance with its Revolving Credit Commitment) of the Revolving Facility Usage as of the close of business of the Business Day immediately preceding the Settlement Date. In the event that payments are necessary to adjust such Lender's actual Pro Rata Share (in accordance with its Revolving Credit Commitment) of the Revolving Facility Usage as of any Settlement Date to equal the amount of such Lender's required Pro Rata Share (in accordance with its Revolving Credit Commitment) of the Revolving Facility Usage, the party from which such payment is due will pay the other, in same day funds, by wire transfer to the other's account not later than the applicable time set forth on Section 2.02(c). (iii) If any such payment is not made to Administrative Agent by any such Lender on the Settlement Date applicable thereto to the extent required by the terms hereof, such date Lender shall be a Defaulting Lender and the Administrative Agent shall have so made available be entitled to the Borrower funds in an recover for its account such amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by demand from such Lender together with interest thereon at the Defaulting Lenders Rate. Administrative Agent shall not be obligated to transfer to a Defaulting Lender any payments made by Borrower to Administrative Agent for each day from the date Defaulting Lender's benefit on account of its Revolving Loans and participations in Letter of Credit Accommodations. Any such funds amounts payable to a Defaulting Lender shall instead be paid to or retained by Administrative Agent. Administrative Agent may hold and, in its discretion, re-lend to Borrower as Revolving Loans the amount of any or all such payments received or retained by it for the account of such Defaulting Lender or treat any or all such amounts as participations in Letter of Credit Accommodations made for Borrower's account. Solely for the purposes of voting or consenting to matters with respect to the Loan Documents and determining Required Lenders, Defaulting Lender shall be deemed not to be a "Lender" (in respect of its Revolving Loans, participations in Letter of Credit Accommodations, and Revolving Credit Commitment) and such Defaulting Lender's Revolving Credit Commitment with respect to the Revolving Loans and Letter of Credit Accommodations shall be deemed to be zero (-0-). This section shall remain effective with respect to such Lender until (x) the Obligations under this Agreement shall have been so made available by declared or shall have become immediately due and payable or (y) the Revolving Credit Lenders that are non-Defaulting Lenders and Administrative Agent to the Borrower until the date such amount shall have been repaid waived such Lender's default in writing. The operation of this section shall not be construed to increase or otherwise affect the Administrative Agent at Commitments of any Lender other than such Defaulting Lender, or relieve or excuse the applicable Interest Rate until (performance by Borrower of its duties and including) the third Business Day after demand is made and thereafter at the Default Rateobligations hereunder. (d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.

Making the Loans. (a) The Borrower Borrowers shall give notify the Administrative Agent notice (the “Notice of Borrowing”) (which notice shall be irrevocable) by telephone no later than 11:00 A.M. (New York City time) on the third Business Day before the requested date for the making of the Loans. The Notice of Borrowing shall specify (i) the requested date for the making day of the requested Loansborrowing of each proposed Base Rate Loan, specifying the date and amount of the proposed Base Rate Loan. The Agent in turn shall promptly notify each other Bank of the proposed Base Rate Loan. The Borrowers shall notify the Agent by telephone no later than 11:00 A.M. at least three London Business Days in advance of each proposed LIBO Loan, specifying the date and the amount of the proposed LIBO Loan and the length of the proposed LIBO Interest Period, and the Agent shall in turn notify each other Bank of the proposed LIBO Loan by 11:00 A.M. on the second London Business Day preceding the proposed LIBO Loan. Such telephonic notice shall be made by an authorized officer of the Borrowers listed on Exhibit 2.2 hereto or in a written notice from the Borrowers submitted in accordance with Section 10.2. The Borrowers will confirm any telephonic notice of a proposed Loan the same day by facsimile copy. Each such notice (whether or not actually confirmed by facsimile copy) shall constitute a representation by the Borrowers that, at the time thereof and giving effect to the Loan requested thereby: (1) no Event of Default or Default has occurred hereunder; (2) the representations and warranties contained in this Agreement are reaffirmed and are correct as of the date of such notice; (3) the Total Outstanding Credit plus the requested Loan will not exceed $8,000,000.00; and (4) the conditions precedent for such Loan as set forth in Section 3.2 hereof have all been satisfied. Upon notice from the Agent of the proposed Loan, each Bank shall wire transfer to the Agent, at the Agent's office at 210 Main Street, Hackensack, New Jxxxxx 00000, xx xxxxxxxxxxx xxxxxxxxx xxxxx, which funds shall be a Business Day and (ii) in Dollars, prior to 2:00 P.M. on the principal date of the proposed Loan, an amount equal to such Bank's Pro Rata Share of each requested Tranche A Loan and Tranche B such Loan. Upon receipt of such funds by the Notice of BorrowingAgent and upon the Agent's determination that the applicable conditions set forth in Article III hereof have been fulfilled, the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified therein. (b) Not later than 11:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed, each Lender shall will make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure. (c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Borrowers by depositing the amount thereof into an operating account which the Borrowers shall maintain with the Agent while the Loans are outstanding (the "Operating Account"). The Borrowers agree to hold the Agent harmless from any liability for any loss resulting from the Agent's reliance on any writing, facsimile copy or telephonic notice purportedly made by an authorized officer of the Borrowers, provided that the Agent has acted in good faith in doing so. The Agent may assume that telephonic notice of a request for a Loan is from an authorized officer of the Borrowers, absent manifest error. The Agent shall have no obligation to make funds available to the Borrowers in excess of amounts received by it from the Banks, provided that if one or more Banks fail to make available to the Agent such Bank's Pro Rata Share of a Loan and the Agent elects to advance the full amount of the Loan requested by the Borrowers, the Borrowers shall be obligated to repay to the Agent for the Agent's account the amount, with interest, so advanced by the Agent and not advanced by the Bank(s) in amounts and at the times the Borrowers otherwise would be obligated to repay such Loan. Unless the Agent receives notice from a Bank prior to the date such Bank's Pro Rata Share of any Loan is to be made that such Bank does not intend to make its Pro Rata Share of such Loan available to the Agent, the Agent may (but shall not be obligated to) assume that such Bank has made such proceeds available to the Agent on such date in accordance with Section 1.02(b) date, and the Administrative Agent in its sole discretion mayAgent, in reliance upon such assumption, may (but shall not be obligated to) make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such LenderBorrowers a corresponding amount. If and to the extent such Lender shall not have so corresponding amount is not, in fact, made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender Bank on such the date and the Administrative Loan is made, the Agent shall have so made available be entitled to the Borrower funds in an recover such amount equal on demand from such Bank (or, if such Bank fails to the principal pay such amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on immediately upon demand, pay to from the Administrative Agent funds in an amount equal to the principal amount of the Loan(sBorrower) to be made by such Lender together with interest thereon at a rate per annum equal to the Interest Rate applicable to the Loan for each day from during the period between the date such funds shall have been so made available by that the Administrative Agent to advances the Borrower until Loan and the date such amount shall have been repaid to on which the Administrative Agent at Bank makes its Pro Rata Share of the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate. (d) All Loans made Loan available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of BorrowingAgent.

Making the Loans. (a) The Borrower shall give have given the Administrative Agent prior telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit A-1 hereto (a “Notice of Borrowing”)) not later than 11:00 a.m. (which notice prevailing Eastern Time) at least (A) one (1) Business Day prior to the Funding Date of the proposed initial Loan, and (B) three (3) Business Day(s) prior to the Funding Date of any subsequent proposed Loan. Such Notice of Borrowing shall be irrevocable, shall be accompanied by a Borrowing Certificate and shall specify (x) the principal amount of the proposed Loan and (y) the proposed Funding Date, which must be a Business Day. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Borrower to the Administrative Agent). The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. On each day that any Revolving Credit Obligations are outstanding, the Borrower shall be deemed to represent and warrant to the Agents and the Lenders that the Maximum Revolving Credit Amount calculated as of such day equals or exceeds the Revolving Credit Obligations outstanding on such day. (b) The Notice of Borrowing shall be irrevocable and the Borrower shall be bound to make a borrowing in accordance therewith. The aggregate principal amount of all Loans made as part of a single borrowing hereunder shall be in a minimum amount of $500,000. The making of each Loan shall be subject in all respects to Section 2.01. (i) Except as otherwise provided in this subsection 2.02(c), all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their respective Pro Rata Shares; it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligations to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender to make Loans required to be made by it. (ii) Each Lender shall make available to the Administrative Agent not later than 11:00 A.M. 12:00 p.m. (New York City time) on the third Business Day before the requested date for the making of the Loans. The Notice of Borrowing shall specify (i) the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified therein. (b) Not later than 11:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed, each Lender shall make available to the Administrative Agentapplicable Funding Date, in Dollars in funds immediately available to the Administrative Agent at the offices of in the Administrative Agent’s Account, the Loan(s) Loans to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureFunding Date. (c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate. (diii) All Loans made available to the Administrative Agent in accordance with Section 1.02(b2.02(c)(ii) shall be disbursed by the Administrative Agent on the applicable Funding Date (in the case of any Loans made available to the Administrative Agent after the applicable Funding Date, on the date so made available to the Administrative Agent if received by the Administrative Agent not later than 3:00 P.M. 12:00 p.m. (New York City time) on such date, and on the requested date therefor, next following Business Day if received by the Administrative Agent after 12:00 p.m. (New York City time) on such date) in Dollars in funds immediately available to the Borrower or to its order by wire transfer of immediately available funds in such manner as may have been specified in the aggregate principal amount Notice of such Loans in accordance with the payment instructions of the Borrower set forth in the letter Borrowing and as shall be acceptable to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of BorrowingAgent.

Making the Loans. (a) The Borrower shall give the Administrative Agent prior telephonic notice (immediately confirmed in writing, in substantially the “form of Exhibit 2.01(b)(ii) hereto (a "Notice of Borrowing”")), (i) (which notice shall be irrevocable) no in the case of a LIBOR Rate Loan, not later than 11:00 A.M. 12:00 noon (New York City time) on the third date that is 3 Business Day before Days prior to the requested date for the making of the Loans. The Notice of Borrowing shall specify proposed Loan (i) or such shorter period as the requested date for the making of the requested LoansAdministrative Agent is willing, which shall be a Business Day and in its sole discretion, to accommodate from time to time), or (ii) in the principal amount case of each requested Tranche A Loan and Tranche B a Reference Rate Loan. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified therein. (b) Not not later than 11:00 A.M. 12:00 noon (New York City time) on the requested date on which of the Loans are to be disbursed, each Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to proposed Loan (or such shorter period as the Administrative Agent at the offices of the Administrative Agentis willing, the Loan(s) to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure. (c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion maydiscretion, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal accommodate from time to time). Such Notice of Borrowing shall specify (A) the principal amount of the Loan(sproposed Loan, and (B) to the proposed borrowing date, which must be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds a Business Day, and, with respect to the Loan(sTerm Loan, must be the Effective Date, (C) requested whether the proposed Loan is to be made a Reference Rate Loan or a LIBOR Rate Loan, and (D) in the case of a LIBOR Rate Loan, the initial Interest Period to be applicable thereto, which shall be a period contemplated by such Lender on such date the definition of the term "Interest Period". If no election as to the type of Loan is specified, then the requested Loan shall be a Reference Rate Loan. If no Interest Period is specified with respect to any requested LIBOR Rate Loan, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent and the Administrative Agent shall have so made available to Lenders may act without liability upon the Borrower funds in an amount equal to the principal amount basis of the Loan(s) to be made by such Lender on behalf of such Lenderwritten, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Borrower to the Administrative Agent). The Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrower until the date such amount Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have been repaid no duty to verify the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate. (d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions authenticity of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Borrower shall give the Administrative Agent prior telephonic or email notice (immediately confirmed in writing, in substantially the “form of Exhibit C hereto (a "Notice of Borrowing”) (which notice shall be irrevocable) no ")), not later than 11:00 A.M. 12:00 noon (New York City time) on the third date which is 1 Business Day before in the requested case of Revolving Loans which are Reference Rate Loans and otherwise 3 Business Days prior to the date for the making of the Loans. The Notice of Borrowing shall specify proposed Loan (i) the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, or such shorter period as the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan is willing to be made by such Lender on the requested date specified therein. (b) Not accommodate from time to time, but in no event later than 11:00 A.M. 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) whether such Loan is requested date on which the Loans are to be disburseda Revolving Loan (it being understood that no Revolving Loans shall be advanced on the Effective Date) or the Term Loan, each Lender shall make available (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto and (iv) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, must be the Effective Date. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Borrower to the Administrative Agent, in Dollars in funds immediately available ). The Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrower until the Administrative Agent at receives written notice to the offices contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the Administrative Agentsignature appearing on any written Notice of Borrowing. (b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrower shall be bound to make a borrowing in accordance therewith. Each Revolving Loan shall be made in a minimum amount of $500,000 and shall be in an integral multiple of $100,000. (c) (i) Except as otherwise provided in this Section 2.02(c), the Loan(s) to all Loans under this Agreement shall be made by such the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Revolving Credit Commitment or the Total Term Loan Commitment, as the case may be, it being understood that no Lender on such date. Any shall be responsible for any default by any other Lender in that other Lender’s failure 's obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it on by the requested date therefor shall not relieve terms of this Agreement regardless of the failure by any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureLender. (c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate. (d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.

Making the Loans. (a) The Borrower shall give the Administrative Agent notice (the “Notice of Borrowing”Except as provided for in Sections 2.4(a), 2.9(b), 2.17(h) (which notice and 2.18, each Revolving Credit Borrowing shall be irrevocablemade on notice, given by the Borrower to the Agent (x) no in the case of a Revolving Credit Borrowing requested to refinance a Swing Loan, not later than 12:00 P.M. (New York City time) on one Business Day prior to the date of the proposed Revolving Credit Borrowing and (y) in the case of a Revolving Credit Borrowing requested as a direct advance to the Borrower, not later than 11:00 A.M. (New York City time) on the third Business Day before the requested date for the making of the Loansproposed Revolving Credit Borrowing. The Notice Each such notice shall be executed by an officer of Borrowing the Borrower indicated on Schedule 2.3 or such other persons as agreed to, in writing, by the Agent (a "NOTICE OF BORROWING"), which notice shall specify be in substantially the form of Exhibit B, specifying therein (i) the requested date for the making of the requested Loanssuch proposed Borrowing, which shall be a Business Day and (ii) the principal aggregate amount of each requested Tranche A Loan such proposed Borrowing and Tranche B Loan(iii) a statement that the proposed Borrowing does not exceed the Available Credit. Upon receipt of the Notice of Borrowing, the Administrative Agent The Revolving Credit Loans shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified thereinas Base Rate Loans. (b) Not Each Swing Loan Borrowing shall be made on notice, given by the Borrower to the Swing Bank not later than 11:00 A.M. 12:00 P.M. (New York City time) on the requested date on which the Loans are to be disbursed, each Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices Business Day of the Administrative Agent, the Loan(s) to proposed Swing Loan Borrowing. All Swing Loans shall be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureas Base Rate Loans. (c) The Agent shall give to each Lender prompt notice of the Agent's receipt of a Notice of Borrowing. Each Lender shall, (x) in the case of a Revolving Credit Borrowing requested to refinance a Swing Loan, before 12:00 P.M. (New York City time) and (y) in the case of a Revolving Credit Loan requested as a direct advance to the Borrower, before 2:00 P.M. (New York City time), in each case on the date of the proposed Borrowing, make available for the account of its Applicable Lending Office to the Agent's Account, in immediately available funds, such Lender's Ratable Portion of such proposed Revolving Credit Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will promptly make such funds available to the Borrower at the Agent's aforesaid address. In determining whether such applicable conditions have been satisfied, the Agent shall be entitled to rely on the most recent Borrowing Base Certificate received from the Borrower. (d) Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $100,000. Each Swing Loan shall be in the amount of not less than $100,000 unless a lower amount is permitted by the Swing Bank in its sole discretion from time to time. (e) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. (f) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed of any proposed Revolving Credit Borrowing that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on Lender's Ratable Portion of such dateRevolving Credit Borrowing, the Administrative Agent may assume that such Lender has made such funds Ratable Portion of the proposed Revolving Credit Borrowing available to the Administrative Agent on the date of such date Borrowing in accordance with this Section 1.02(b) 2.3 and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lendera corresponding amount. If and to the extent that such Lender shall not have so made such portion available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such LenderAgent, such Lender shall, on demand, pay and the Borrower severally agree to repay to the Administrative Agent funds in an forthwith on the next Business Day following the day on which the Lender does not make such portion available such corresponding amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon thereon, for each day from the date such funds shall have been so amount is made available by the Administrative Agent to the Borrower until the date such amount shall have been is repaid to the Administrative Agent Agent, at (i) in the case of the Borrower, the interest rate applicable at the applicable Interest Rate until time to the Revolving Credit Loans comprising such Borrowing and (and includingii) in the third Business Day after demand is made and thereafter at case of such Lender, the Default Federal Funds Rate. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender's Loan as part of such Borrowing for purposes of this Agreement. If the Borrower shall repay to the Agent such corresponding amount, such payment shall not relieve such Lender of any obligation it may have to the Borrower hereunder. (dg) All Loans The failure of any Lender to make the Loan to be made available by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the Administrative Agent in accordance with Section 1.02(b) date of such Borrowing, but no Lender shall be disbursed responsible for the failure of any other Lender to make the Loan to be made by the Administrative Agent not later than 3:00 P.M. (New York City time) such other Lender on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of any Borrowing.

Making the Loans. (a) The A Borrower shall give the ---------------- Administrative Agent prior telephone notice (which notice, if requested by the “Administrative Agent, must be promptly confirmed in writing in substantially the form of Exhibit I hereto (a "Notice of Borrowing”")) (which notice shall be irrevocablei) no not later than 11:00 A.M. a.m. (New York City time) on the third Business Day before the requested date for the making of the Loans. The Notice proposed borrowing, in the case of Borrowing shall specify (i) the requested date for the making a borrowing consisting of the requested Base Rate Loans, which shall be a Business Day and or (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified therein. (b) Not not later than 11:00 A.M. 12:00 noon (New York City time) three Business Days prior to such proposed borrowing in the case of a borrowing consisting of Eurodollar Loans, provided that Eurodollar Loans will only be made on the first Business Day of a month. Such Notice of Borrowing shall be irrevocable and shall specify the Borrower that is requesting such Loan, the principal amount of the proposed borrowing (which, in the case of a Eurodollar Loan, must be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof), whether such Loan is requested date on which the Loans are to be disbursed, each Lender shall make available to the Administrative Agenta Base Rate Loan or a Eurodollar Loan and, in Dollars in funds immediately available to the Administrative Agent at case of a Eurodollar Loan, the offices of Initial Interest Period for such Eurodollar Loan, if requested by the Administrative Agent, the Loan(s) to use of the proceeds of such proposed Loan, and the proposed borrowing date, which must be made by a Business Day and, in the case of a Eurodollar Loan, the first Business Day of a month, and such Lender on such date. Any Lender’s failure Borrower shall be bound to make any Loan a borrowing in accordance therewith. At no time shall the principal amount of Loans that are Eurodollar Loans exceed $40,000,000 in the aggregate for the Borrowers. Notwithstanding anything to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such datecontrary contained herein, but such other Lender shall not be liable for such failure. (c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Syndication Date, all Loans are to shall be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the incurred and maintained as Base Rate Loans. The Administrative Agent may assume that such Lender has made such funds available to act without liability upon the Administrative Agent on such date in accordance with Section 1.02(b) and basis of written, telecopy or telephone notice believed by the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) good faith to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available from a Borrower (or from any officer thereof designated in writing to the Administrative Agent funds with respect Agent), and each Borrower hereby waives the right to the Loan(s) requested to be made by such Lender on such date and dispute the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount Agent's record of the Loan(s) to be made by terms of any such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate. (d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the telephonic Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give notice to the Administrative Agent notice which may be given by (x) telephone or (y) in writing, in substantially the “form of Exhibit C hereto (a "Notice of Borrowing”")) (which provided, that, any telephonic notice shall must be irrevocable) no confirmed promptly by delivery to the Administrative Agent of a Notice of Borrowing), not later than 11:00 A.M. (A) 1:00 p.m. (New York City time) on the third date which is 3 Business Day before Days prior to the requested date for the making of the Loans. The Notice of Borrowing shall specify proposed Loan, if made as a LIBOR Rate Loan (i) the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, or such shorter period as the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan is willing to be made by such Lender on the requested date specified therein. (b) Not accommodate from time to time, but in no event later than 11:00 A.M. 1:00 p.m. (New York City time) on the borrowing date of the proposed Loan) or (B) 1:00 p.m. on the date of the proposed Loan, if made as a Reference Rate Loan. Any such Notice of Borrowing shall be irrevocable and shall specify (i) the applicable Borrower and principal amount of the proposed Loan, (ii) in the case of Loans requested date on which the Loans are Effective Date, whether such Loan is requested to be disburseda Revolving Loan or the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, and (iv) the proposed borrowing date, which must be a Business Day, and (1) with respect to the portion of the Term Loan funded pursuant to the Total Original Term Loan Commitment must be the Effective Date, (2) with respect to the portion of the Term Loan funded pursuant to the Total Term A Loan Commitment must be the First Amendment Effective Date, (3) with respect to the portion of the Term Loan funded pursuant to the Total Term A-1 Loan Commitment must be the Third Amendment Effective Date and (4) with respect to the portion of the Term Loan funded pursuant to the Total Term A-2 Loan Commitment must be the Fourth Amendment Effective Date. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. (a) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrowers shall be bound to make a borrowing in accordance therewith. Each Revolving Loan shall be made in a minimum amount of $100,000 and shall be in an integral multiple of $100,000. (b) (i) Except as otherwise provided in this Section 2.02(c), all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Revolving Credit Commitment or the Total Term Loan Commitment, as the case may be, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender. (i) Notwithstanding any other provision of this Agreement, and in order to reduce the number of fund transfers among the Borrowers, the Agents and the Lenders, the Borrowers, the Agents and the Lenders agree that the Administrative Agent may (but shall not be obligated to), and the Borrowers and the Lenders hereby irrevocably authorize the Administrative Agent to, fund, on behalf of the Revolving Loan Lenders, Revolving Loans pursuant to Section 2.01, subject to the procedures for settlement set forth in Section 2.02(d); provided, however, that (A) the Administrative Agent shall in no event fund any such Revolving Loans if the Administrative Agent shall have received written notice from the Collateral Agent or the Required Lenders on the Business Day prior to the date of the proposed Revolving Loan that one or more of the conditions precedent contained in Section 5.02 will not be satisfied at the time of the proposed Revolving Loan, and (B) the Administrative Agent shall not otherwise be required to determine that, or take notice whether, the conditions precedent in Section 5.02 have been satisfied. If the Administrative Borrower gives a Notice of Borrowing requesting a Revolving Loan and the Administrative Agent elects not to fund such Revolving Loan on behalf of the Revolving Loan Lenders, then promptly after receipt of the Notice of Borrowing requesting such Revolving Loan, the Administrative Agent shall notify each Revolving Loan Lender of the specifics of the requested Revolving Loan and that it will not fund the requested Revolving Loan on behalf of the Revolving Loan Lenders. If the Administrative Agent notifies the Revolving Loan Lenders that it will not fund a requested Revolving Loan on behalf of the Revolving Loan Lenders, each Revolving Loan Lender shall make its Pro Rata Share of the requested Revolving Loan available to the Administrative Agent, in Dollars immediately available funds, in funds the Administrative Agent's Account no later than 3:00 p.m. (New York City time) (provided that the Administrative Agent requests payment from such Revolving Loan Lender not later than 1:00 p.m. (New York City time)) on the date of the proposed Revolving Loan. The Administrative Agent will make the proceeds of such Revolving Loans available to the Borrowers on the day of the proposed Revolving Loan by causing an amount, in immediately available funds, equal to the proceeds of all such Revolving Loans received by the Administrative Agent in the Administrative Agent's Account or the amount funded by the Administrative Agent on behalf of the Revolving Loan Lenders to be deposited in an account designated by the Administrative Borrower. (ii) If the Administrative Agent has notified the Revolving Loan Lenders that the Administrative Agent, on behalf of the Revolving Loan Lenders, will not fund a particular Revolving Loan pursuant to Section 2.02(c)(ii), the Administrative Agent may assume that each such Revolving Loan Lender has made such amount available to the Administrative Agent on such day and the Administrative Agent, in its sole discretion, may, but shall not be obligated to, cause a corresponding amount to be made available to the Borrowers on such day. If the Administrative Agent makes such corresponding amount available to the Borrowers and such corresponding amount is not in fact made available to the Administrative Agent by any such Revolving Loan Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Revolving Loan Lender together with interest thereon, for each day from the date such payment was due until the date such amount is paid to the Administrative Agent, at the offices of Federal Funds Effective Rate for 3 Business Days and thereafter at the Reference Rate. During the period in which such Revolving Loan Lender has not paid such corresponding amount to the Administrative Agent, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the amount so advanced by the Administrative Agent to the Borrowers shall, for all purposes hereof, be a Revolving Loan made by the Administrative Agent for its own account. Upon any such failure by a Revolving Loan Lender to pay the Administrative Agent, the Loan(s) Administrative Agent shall promptly thereafter notify the Administrative Borrower of such failure and the Borrowers shall immediately pay such corresponding amount to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of Administrative Agent for its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureown account. (ciii) Unless Nothing in this Section 2.02(c) shall be deemed to relieve any Revolving Loan Lender from its obligations to fulfill its Revolving Credit Commitment hereunder or to prejudice any rights that the Administrative Agent or the Borrowers may have against any Revolving Loan Lender as a result of any default by such Revolving Loan Lender hereunder. (i) With respect to all periods for which the Administrative Agent has funded Revolving Loans pursuant to Section 2.02(c), on Friday of each week, or if the applicable Friday is not a Business Day, then on the following Business Day, or such shorter period as the Administrative Agent may from time to time select (any such week or shorter period being herein called a "Settlement Period"), the Administrative Agent shall have received notice notify each Revolving Loan Lender of the unpaid principal amount of the Revolving Loans outstanding as of the last day of each such Settlement Period. In the event that such amount is greater than the unpaid principal amount of the Revolving Loans outstanding on the last day of the Settlement Period immediately preceding such Settlement Period (or, if there has been no preceding Settlement Period, the amount of the Revolving Loans made on the date of such Revolving Loan Lender's initial funding), each Revolving Loan Lender shall promptly (and in any event not later than 2:00 p.m. (New York City time) if the Administrative Agent requests payment from a such Lender prior to 10:00 A.M. not later than 1:00 p.m. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not day) make available to the Administrative Agent funds with respect its Pro Rata Share of the difference in immediately available funds. In the event that such amount is less than such unpaid principal amount, the Administrative Agent shall promptly pay over to each Revolving Loan Lender its Pro Rata Share of the difference in immediately available funds. In addition, if the Administrative Agent shall so request at any time when a Default or an Event of Default shall have occurred and be continuing, or any other event shall have occurred as a result of which the Administrative Agent shall determine that it is desirable to present claims against the Borrowers for repayment, each Revolving Loan Lender shall promptly remit to the Loan(sAdministrative Agent or, as the case may be, the Administrative Agent shall promptly remit to each Revolving Loan Lender, sufficient funds to adjust the interests of the Revolving Loan Lenders in the then outstanding Revolving Loans to such an extent that, after giving effect to such adjustment, each such Revolving Loan Lender's interest in the then outstanding Revolving Loans will be equal to its Pro Rata Share thereof. The obligations of the Administrative Agent and each Revolving Loan Lender under this Section 2.02(d) requested shall be absolute and unconditional. Each Revolving Loan Lender shall only be entitled to receive interest on its Pro Rata Share of the Revolving Loans which have been funded by such Revolving Loan Lender. (i) In the event that any Revolving Loan Lender fails to make any payment required to be made by such Lender on such dateit pursuant to Section 2.02(d)(i), the Administrative Agent may assume that shall be entitled to recover such Lender has made corresponding amount on demand from such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Revolving Loan Lender together with interest thereon thereon, for each day from the date such funds shall have been payment was due until the date such amount is paid to the Administrative Agent, at the Federal Funds Effective Rate for 3 Business Days and thereafter at the Reference Rate. During the period in which such Revolving Loan Lender has not paid such corresponding amount to the Administrative Agent, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the amount so made available advanced by the Administrative Agent to the Borrowers shall, for all purposes hereof, be a Revolving Loan made by the Administrative Agent for its own account. Upon any such failure by a Revolving Loan Lender to pay the Administrative Agent, the Administrative Agent shall promptly thereafter notify the Administrative Borrower until of such failure and the date Borrowers shall immediately pay such corresponding amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and includingfor its own account. Nothing in this Section 2.02(d)(ii) the third Business Day after demand is made and thereafter at the Default Rate. (d) All Loans made available shall be deemed to relieve any Revolving Loan Lender from its obligation to fulfill its Revolving Credit Commitment hereunder or to prejudice any rights that the Administrative Agent in accordance with Section 1.02(b) shall be disbursed or the Borrowers may have against any Revolving Loan Lender as a result of any default by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of BorrowingRevolving Loan Lender hereunder.

Making the Loans. (a) The Borrower Parent shall give the Administrative Agent Lender prior telephonic notice (of its intention to borrow the “Notice of Borrowing”) (which notice shall be irrevocable) no Loan hereunder not later than 11:00 A.M. 10:00 a.m. (New York City time) on the third date which is one (1) Business Day before prior to the requested date for Effective Date (or such shorter period as the making Lender is willing, in its sole discretion, to accommodate) immediately confirmed in writing, in substantially the form of Exhibit A to the LoansDisclosure Letter (a “Notice of Borrowing”) attaching the Flow of Funds Memorandum. The Such Notice of Borrowing shall specify (i) the be deemed to have requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A the Loan and Tranche B Loanin the full amount of Lender’s Commitment of forty million Dollars ($40,000,000), subject to original issue discount as provided in Section 2.01. Upon receipt Each Loan shall be made in Dollars. The Lender may act without liability upon the basis of written, electronic or telephonic notice believed by the Lender in good faith to be from any Borrower (or from an Officer thereof). Each Borrower hereby waives the right to dispute the Lender’s record of the Notice terms of Borrowing, any such telephonic notice of borrowing in the Administrative Agent absence of manifest error. The Lender shall promptly notify each Lender be entitled to rely conclusively on the authority of any Officer of any Borrower to request a Loan on behalf of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified thereinBorrowers. (b) Not later than 11:00 A.M. (New York City time) on Each Notice of Borrowing given pursuant to this Section 2.02 shall be irrevocable unless otherwise agreed in writing by the requested date on which Lender and the Loans are to Borrowers shall be disbursed, each Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure bound to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failurea borrowing in accordance therewith. (c) Unless The Parent and the Administrative Agent Lender hereby acknowledge and agree that, for U.S. federal income tax purposes, each Loan together with the Warrants issued herewith shall have received notice from be treated as a Lender prior part of an investment unit within the meaning of Section 1273(c)(2) of the Code. In accordance with Section 1273(b)(2) of the Code and Section 1273(c)(2)(A) of the Code, the issue price of the investment unit is equal to 10:00 A.M. (New York City timethe amount of the Loan. The parties shall allocate that issue price among the applicable Loan and the Warrants issued herewith based on their relative fair market values, as required by Section 1273(c)(2)(B) of the Code and U.S. Treasury Regulations Section 1.1273-2(h)(1) on the requested issue date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rateinvestment unit. (d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.

Making the Loans. (a) The Borrower shall give the Administrative Agent prior written notice (in substantially the form of Exhibit C hereto (a “Notice of Borrowing”) (which notice shall be irrevocable) no )), not later than 11:00 A.M. 12:00 noon (New York City time) on the third date which is 3 Business Day before Days prior to the requested date for the making of the Loans. The Notice of Borrowing shall specify proposed Loan (i) the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, or such shorter period as the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan is willing to be made by such Lender on the requested date specified therein. (b) Not accommodate from time to time, but in no event later than 11:00 A.M. 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) Borrower’s wiring instructions, (iii) whether the Loan is requested date on which the Loans are to be disburseda Reference Rate Loan or a LIBORSOFR Rate Loan and, each Lender shall make available in the case of a LIBORSOFR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, and (v) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, must be the Effective Date. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Borrower (or from any Authorized Officer xxxxxxx designated in writing purportedly from the Borrower to the Administrative Agent, in Dollars in funds immediately available ). The Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrower until the Administrative Agent at receives written notice to the offices contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the Administrative Agentsignature appearing on any written Notice of Borrowing. -51- 939843v.13 (c) Except as otherwise provided in this Section 2.02(c), the Loan(s) to all Loans under this Agreement shall be made by such the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Term Loan Commitment it being understood that no Lender on such date. Any shall be responsible for any default by any other Lender in that other Lender’s failure obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it on by the requested date therefor shall not relieve terms of this Agreement regardless of the failure by any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureLender. (c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate. (d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.

Making the Loans. (a) The Borrower shall give the Administrative Agent notice (the “Notice of Borrowing”) (which notice No Loan shall be irrevocable) no later in an aggregate amount of less than 11:00 A.M. (New York City time) $100,000, nor shall it be in an amount greater than the amount set forth on the third Business Day before Receivables Schedule submitted by the requested date for the making of the Loans. The Notice of Borrowing shall specify (i) the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified thereinBorrower in accordance with Section 2.2(b). (b) Not later On or before the date of the initial borrowing hereunder, the Borrower shall deliver to each of the Lenders a schedule of all Receivables included in the Collateral, setting forth the total principal balance of each such Receivable, the interest rate with respect thereto, the monthly payment thereon, the maturity date thereof and an indication of the aggregate dollar amount of Receivables scheduled thereon constituting Eligible Receivables and separately indicating the dollar amount of such Receivables constituting Delinquent Receivables, Nonconforming Receivables (other than 11:00 A.M. Nonconforming Insured Receivables) and Nonconforming Insured Receivables (New York City timea "Receivables Schedule"). Such Receivables Schedule may, but is not required to, also contain a written request for new Loans to be advanced hereunder. Thereafter, Borrower shall deliver a Receivables Schedule to each Lender of all new Receivables created since the date of the last Receivables Schedule submitted to the Lenders (i) on the date of each proposed Loan hereunder and (ii) in any event no less frequently than once each week. Upon the Lenders' receipt of a Receivables Schedule pursuant to clause (i) above, Borrower shall be deemed to have (i) requested date a Loan from the Lenders in an amount (the "Loan Request Amount") equal to the least of (A) the Applicable Advance Rate of all Receivables or new Receivables described on such Receivables Schedule since the previous schedule so delivered multiplied by the Outstanding Balance of such Receivables, (B) the amount by which the Borrowing Base exceeds the aggregate outstanding principal amount of all Loans are outstanding hereunder or (C) such lesser amount which Borrower notes on the applicable Receivables Schedule. By delivery of any Receivables Schedule as described in the immediately preceding sentence, Borrower shall be deemed to have represented and warranted to the Lenders that on and as of such date, (x) all of the conditions precedent set forth in Section 3.2 have been met and (y) the Borrower shall have sent to the Servicer all documents necessary for the Servicer's execution of the Servicer's Confirmation (as described below). (c) Upon receipt by each Lender of a Receivables Schedule (which may be disbursedtransmitted by telecopy or telex), each Lender shall, subject to the terms and conditions contained in this Agreement, make its Proportionate Share of a Loan in the amount of eighty percent (80%) of the Loan Request Amount by wire transfer to such account as the Borrower may designate to the Lenders from time to time in writing. Within three (3) Business Days of such Loan, the Servicer will transmit a copy of the Servicer's confirmation (each in the form of Exhibit G hereto, the "Servicer's Confirmation") (which may be transmitted by telecopy or telex) confirming that the Servicer has in its possession all documents necessary to complete the Servicer's File with respect to each Receivable itemized on the Receivables Schedule submitted with the relevant Servicer's Confirmation, and subject to the terms and conditions contained in this Agreement, each Lender shall make available its Proportionate Share of a Loan in the amount of the remaining twenty percent (20%) of the Loan Request Amount by wire transfer to such account as the Borrower may designate to the Administrative AgentLenders from time to time in writing. Notwithstanding the foregoing, in Dollars in funds immediately available to the Administrative Agent at extent a Servicer's Confirmation accompanies or precedes delivery of a Receivables Schedule, each Lender shall, subject to the offices terms and conditions contained in this Agreement, make its Proportionate Share of a Loan in the amount of one-hundred percent (100%) of the Administrative Agent, Loan Request Amount by wire transfer to such account as the Loan(s) Borrower may designate to be made by such Lender on such datethe Lenders from time to time in writing. Any Lender’s failure to make Funding of any Loan requested as a result of delivery of a Receivables Schedule or Servicer's Confirmation shall (subject to be made by it the other terms and conditions contained herein) occur on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure. (c) Unless the Administrative Agent shall Lenders have received notice from a Lender prior to 10:00 A.M. such Receivables Schedule or Servicer's Confirmation, as applicable, if received no later than 1:00 p.m. (New York City Eastern time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lenderany Business Day. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender Receivables Schedule or Servicer's Confirmation, as applicable, is received on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until or after 1:00 p.m. (and including) the third Business Day after demand is made and thereafter at the Default Rate. (d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City Eastern time) on the requested date thereforany Business Day, funding shall (subject to the Borrower or to its order by wire transfer of immediately available funds in other terms and conditions contained herein) occur on the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowingnext succeeding Business Day.

Making the Loans. (a) The Borrower shall give deliver to the Administrative Agent notice a Notice of Borrowing in substantially the form of Exhibit B hereto (the a “Notice of Borrowing”), (i) at least three Business Days prior to the initial Funding Date, with respect to the Loans to be borrowed on the initial Funding Date, (which notice shall be irrevocableii) no not later than 11:00 A.M. 1:00 PM (New York City time) on four Business Days prior to the third Business Day before the requested proposed date for borrowing Loans on any Funding Date 737240988 after the making of the Loansinitial Funding Date. The Notice of Borrowing shall specify (i) the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of such Notice of Borrowing, including the contents thereof and requested date of the principal proposed Funding Date and the amount of each Loan thereof to be made by such Lender on Lender. Notwithstanding the requested date specified thereinabove, there shall occur no more than one Funding Date in any 90-day period after the initial Funding Date and there shall occur no more than three Funding Dates in the aggregate after the initial Funding Date. (b) Not later Each Loan (other than 11:00 A.M. Protective Advances) shall be made in a minimum amount of $10,000,000 and shall be in an integral multiple of $1,000,000 in excess thereof; provided, that the final borrowing of Loans (New York City timeother than Protective Advances) on may be in an amount up to the then-remaining Delayed Draw Commitment. (c) Except as otherwise provided in this Section 2.02(c), all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Initial Commitment or Delayed Draw Commitment, as applicable, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligations to make a Loan requested date on which hereunder, nor shall the Loans are Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s obligation to be disbursedmake a Loan requested hereunder, and each Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure obligated to make any Loan the Loans required to be made by it on by the requested date therefor shall not relieve terms of this Agreement regardless of the failure by any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure. (c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate. (d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed The Lenders are authorized by the Administrative Agent not later than 3:00 P.M. Borrower, from time to time in their sole discretion (New York City time) on the requested date thereforbut shall have absolutely no obligation), to make Loans to the Borrower which the Lenders, in their sole discretion, deem necessary or desirable to its order cure any failure by wire transfer a Financing Subsidiary to make a payment of immediately available funds scheduled principal or interest when due and payable under the applicable Permitted Subsidiary Debt Documents (any of such Loans are herein referred to as “Protective Advances”), which Protective Advances shall be made by transferring the proceeds of such Protective Advances directly to the Persons entitled to the payment thereof under the terms of the applicable Permitted Subsidiary Debt Documents (or the applicable agent under the Permitted Subsidiary Debt Documents on behalf of such Persons) on behalf of the applicable Financing Subsidiary; provided further that in no event shall Protective Advances exceed $30,000,000 in the aggregate principal amount at any time outstanding; provided further that if the Borrower notifies the Lenders on the day of such Loans in accordance with failure to pay such debt service(s) of its intent to cure, or cause to cure, such failure to pay debt service(s) and provides evidence reasonably satisfactory to the payment instructions of Lenders that the Borrower has sufficient funds to make such cure, the Borrower shall have the right to make such cure payment before the Lenders make any such Protective Advances in respect thereof; provided further that Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. For the letter to the Administrative Agent avoidance of doubt, each Lender shall be offered its Pro Rata Share of any Protective Advance, but each Lender may separately decide, in its sole discretion, whether it will participate in (the “Pay Proceeds Letter”and fund) along with the Notice of Borrowingsuch Protective Advance or decline such participation.

Making the Loans. (a) The Borrower shall give the Administrative Agent Lenders prior telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit A hereto (a “Notice of Borrowing”) (which notice shall be irrevocable) no )), not later than 11:00 A.M. 12:00 noon (New York City time) on the third date which is three (3) Business Day before Days prior to the requested date for the making of the Loans. The Notice of Borrowing shall specify proposed Loan (i) or such shorter period as the requested date for the making of the requested LoansLenders are willing to accommodate from time to time, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified therein. (b) Not but in no event later than 11:00 A.M. 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) whether the Loan is requested date on which the Loans are to be disburseda Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iii) the use of the proceeds of such proposed Loan, and (iv) the proposed borrowing date, which must be the Effective Date. The Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Lenders in good faith to be from the Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Borrower to the Lenders). (b) All Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Term Loan Commitment, as the case may be, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder, and each Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure obligated to make any Loan the Loans required to be made by it on by the requested date therefor shall not relieve terms of this Agreement regardless of the failure by any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureLender. (c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate. (d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written notice (in substantially the form of Exhibit C hereto or such other form approved by the Administrative Agent (a “Notice of Borrowing”) (which notice shall be irrevocable) no )), not later than 11:00 A.M. 12:00 noon (New York City time) on the third date which is 1 U.S. Government Securities Business Day before Days prior to the requested date for the making of the Loans. The Notice of Borrowing shall specify proposed Loan (i) the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, or such shorter period as the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan is willing to be made by such Lender on the requested date specified therein. (b) Not accommodate from time to time, but in no event later than 11:00 A.M. 12:00 noon (New York City time) on the requested borrowing date on which the Loans are to be disbursed, each Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of the Administrative Agent, the Loan(sproposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure. (c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(sproposed Loan, (ii) in the case of Loans requested on the Effective Date, that such Loan is the Term Loan, (iii) whether the Loan is requested to be made by such Lender on behalf a Reference Rate Loan or a Term SOFR Loan and, in the case of a Term SOFR Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such Lender. If proposed Loan, and to (v) the extent such Lender shall not have so made available to the Administrative Agent funds proposed borrowing date, which must be a Business Day, and, with respect to the Loan(sTerm Loan, must be the Effective Date and (vi) requested to be made by such Lender on such date the Borrower’s wiring instructions. The Administrative Agent and the Administrative Agent shall have so made available to Lenders may act without liability upon the Borrower funds in an amount equal to the principal amount basis of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available written or telecopied notice believed by the Administrative Agent in good faith to be from the Administrative Borrower until (or from any Authorized Officer thereof designated in writing purportedly from the date such amount shall have been repaid Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such Notice of Borrowing. The Administrative Agent at and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the applicable Interest Rate Borrowers until (and including) the third Business Day after demand is made and thereafter at the Default Rate. (d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by receives written notice to the contrary. The Administrative Agent not later than 3:00 P.M. (New York City time) on and the requested date therefor, Lenders shall have no duty to verify the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions authenticity of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written notice (in substantially the “form of Exhibit C hereto (a "Notice of Borrowing”) (which notice shall be irrevocable) no ")), not later than 11:00 A.M. 12:00 noon (New York City time) on the third date which is 3 Business Day before Days prior to the requested date for the making of the Loans. The Notice of Borrowing shall specify proposed Loan (i) the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, or such shorter period as the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan is willing to be made by such Lender on the requested date specified therein. (b) Not accommodate from time to time, but in no event later than 11:00 A.M. 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to the Term Loan A to be made on the Effective Date, shall be in the amount of $50,000,000, and with respect to the Term Loan B to be made on the Effective Date, shall be in the amount of $12,000,000, (ii) whether the Loan is requested date to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iii) the use of the proceeds of such proposed Loan, (iv) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loans to be funded on the Effective Date, must be the Effective Date, and (v) wire instructions of the Administrative Borrower’s account or any other designated account(s) to which the Loans funds are to be disbursed, . The Administrative Agent and the Lenders may act without liability upon the basis of written notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. (b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrowers shall be bound to make a borrowing in accordance therewith. Each Term Loan B made after the Effective Date shall require not less than 10 Business Days' prior written notice from the Borrowers to the Administrative Agent. No more than two drawings of the Term Loan B may be made after the Effective Date. (c) All Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Term Loan A Commitment or the Total Term Loan B Commitment, as the case may be, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the 120535197v14 Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender. Each Lender shall make its Pro Rata Share of the applicable Loan available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of funds, in the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure. (c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. 's Account no later than 3:00 p.m. (New York City time) on the requested date on which of the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such dateproposed Loan. Upon receipt of all funds, the Administrative Agent may assume that will promptly make the proceeds of such Lender has made such funds Loans available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion mayBorrowers, in reliance upon such assumptionimmediately available funds, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to deposited in the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available account designated by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate. (d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.

Making the Loans. (a) The Loans shall be requested by the delivery of a Notice of Borrowing by the Borrower shall give to the Administrative Agent notice (the “Notice of Borrowing”) (which notice shall be irrevocable) no not later than 11:00 A.M. (New York City time) on the third one Business Day before prior to the requested date for the making of the LoansFunding Date specified in such notice. The Administrative Agent shall give to each Lender prompt notice thereof. The Notice of Borrowing shall be irrevocable and binding on the Borrower. The Notice of Borrowing shall be in writing and shall specify therein (i) the requested date for the making aggregate amount of the requested LoansLoans to be funded, which shall be a Business Day and (ii) the principal amount of each requested Tranche A proposed Funding Date, and (iii) the Borrower’s account to which the Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan proceeds are to be made by such funded. Each Lender on the requested date specified therein. (b) Not later than 11:00 A.M. shall, before 10:00 a.m. (New York City time) on the requested date on which the Loans are to be disbursedscheduled Funding Date, each Lender shall make available for the account of its Lending Office to the Administrative Agent’s Account, in Dollars in funds immediately available funds, its Series A Commitment and its Series B Commitment. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article VI as confirmed during a closing conference call pursuant to which the Administrative Agent or its counsel shall indicate such fulfillment, the Administrative Agent shall transfer such funds to the Borrower at its account at Wachovia Bank, Richmond, Virginia, ABA # 000000000, Credit: Independence Air, Inc. Account # 207 901 911 7146. For the avoidance of doubt, the Borrower and the Lenders expressly acknowledge and agree that the Borrower shall not be entitled to draw down one or the other of the Loans without drawing down on both of them, and in no event will any Lender fund one Loan (or such Lender’s Percentage Share of such Loan) without funding the other Loan (or such Lender’s Percentage Share of such other Loan). (b) If for any reason the Closing is not consummated on the Funding Date set forth in the Notice of Borrowing, the Borrower may, by written notice to the Administrative Agent at the offices of the Administrative Agentgiven by 5:00 p.m., the Loan(s) to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it New York City time on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such datescheduled Funding Date, but such other Lender shall not be liable designate a delayed Funding Date for such failure. (c) Unless Closing, in which case the Administrative Agent shall have received notice from a Lender prior hold the funds provided by the Lenders until such delayed Funding Date and use reasonable efforts to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made invest such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion mayPermitted Investments, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available as directed by the Administrative Agent to the Borrower until the date Borrower, provided, that if such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) Closing does not occur by the third Business Day after demand is made and thereafter at the Default Rate. (d) All Loans made available such initial scheduled Funding Date, such funds shall be returned to the Administrative Agent in accordance with Section 1.02(b) Lenders, and the Loans shall be disbursed by the Administrative Agent deemed not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or have been made pursuant to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowingthis Section 1.

Making the Loans. (a) The Borrower Borrowing Agent shall give the Administrative Agent prior telephonic notice (immediately confirmed in writing, in substantially the “form of Exhibit B hereto (a "Notice of Borrowing”) (which notice shall be irrevocable) no ")), not later than 11:00 A.M. 12:00 noon (New York City time) on the third date which is 3 Business Day before Days prior to the requested date for the making of the Loans. The Notice of Borrowing shall specify proposed Loan (i) the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, or such shorter period as the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan is willing, in its sole discretion, to be made by such Lender on the requested date specified therein. (b) Not accommodate from time to time, but in no event later than 11:00 A.M. 12:00 noon (New York City time) on the requested borrowing date on which of the Loans are proposed Loan), it being understood and agreed that with respect to the Term Loan to be disbursedfunded on the Effective Date, the Borrowing Agent shall be permitted to deliver, and the Administrative Agent shall accept, a Notice of Borrowing dated one (1) Business Day prior to the Effective Date. Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount and type of the proposed Loan, (ii) in the case of Loans requested on the Effective Date, whether such Loan is requested to be a Revolving Loan or the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan and (v) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loans, must be the Effective Date. If no election as to the type of Loan is specified, then the requested Loan shall be a Reference Rate Loan. If no Interest Period is specified with respect to any requested LIBOR Rate Loan, then the Borrowing Agent shall be deemed to have selected an Interest Period of one month's duration. Each Loan shall be made in Dollars. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Borrowing Agent (or from any Authorized Officer thereof designated in writing purportedly from the Borrowing Agent to the Administrative Agent). The Borrowers hereby waive the right to dispute the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on the authority of any Authorized Officer of the Borrowing Agent to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. (b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrowers shall be bound to make a borrowing in accordance therewith. Each Revolving Loan shall be made in a minimum amount of $500,000 and shall be in an integral multiple of $250,000. (i) Except as otherwise provided in this Section 2.02(c), all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Revolving Credit Commitment and the Total Term Loan Commitment, as the case may be, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender. (ii) Notwithstanding any other provision of this Agreement, and in order to reduce the number of fund transfers among the Borrowers, the Agents and the Lenders, the Borrowers, the Agents and the Lenders agree that the Administrative Agent may (but shall not be obligated to), and the Borrowers and the Lenders hereby irrevocably authorize the Administrative Agent to, fund, on behalf of the Revolving Loan Lenders, Revolving Loans pursuant to Section 2.01, subject to the procedures for settlement set forth in Section 2.02(d); provided, however, that (A) the Administrative Agent shall in no event fund any such Revolving Loans if the Administrative Agent shall have received written notice from the Collateral Agent or the Required Lenders on the Business Day prior to the date of the proposed Revolving Loan that one or more of the conditions precedent contained in Section 5.02 will not be satisfied at the time of the proposed Revolving Loan (so long as such written notice has been received in sufficient time to permit the Administrative Agent to avoid completing such funding), and (B) the Administrative Agent shall not otherwise be required to determine that, or take notice whether, the conditions precedent in Section 5.02 have been satisfied. If the Borrowing Agent gives a Notice of Borrowing requesting a Revolving Loan and the Administrative Agent elects not to fund such Revolving Loan on behalf of the Revolving Loan Lenders, then promptly after receipt of the Notice of Borrowing requesting such Revolving Loan, the Administrative Agent shall notify each Revolving Loan Lender of the specifics of the requested Revolving Loan and that it will not fund the requested Revolving Loan on behalf of the Revolving Loan Lenders. If the Administrative Agent notifies the Revolving Loan Lenders that it will not fund a requested Revolving Loan on behalf of the Revolving Loan Lenders, each Revolving Loan Lender shall make its Pro Rata Share of the Revolving Loan available to the Administrative Agent, in Dollars immediately available funds, in funds the Administrative Agent's Account no later than 3:00 p.m. (New York City time) (provided that the Administrative Agent requests payment from such Revolving Loan Lender not later than 1:00 p.m. (New York City time)) on the date of the proposed Revolving Loan. The Administrative Agent will make the proceeds of such Revolving Loans available to the Borrowers on the day of the proposed Revolving Loan by causing an amount, in immediately available funds, equal to the proceeds of all such Revolving Loans received by the Administrative Agent in the Administrative Agent's Account or the amount funded by the Administrative Agent on behalf of the Revolving Loan Lenders to be deposited in an account designated by the Borrowing Agent. (iii) If the Administrative Agent has notified the Revolving Loan Lenders that the Administrative Agent, on behalf of such Revolving Loan Lenders, will not fund a particular Revolving Loan pursuant to Section 2.02(c)(ii), the Administrative Agent may assume that each such Revolving Loan Lender has made such amount available to the Administrative Agent on such day and the Administrative Agent, in its sole discretion, may, but shall not be obligated to, cause a corresponding amount to be made available to the Borrowers on such day. If the Administrative Agent makes such corresponding amount available to the Borrowers and such corresponding amount is not in fact made available to the Administrative Agent by any such Revolving Loan Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Revolving Loan Lender together with interest thereon, for each day from the date such payment was due until the date such amount is paid to the Administrative Agent, at the offices of Federal Funds Effective Rate for 3 Business Days and thereafter at the Reference Rate. During the period in which such Revolving Loan Lender has not paid such corresponding amount to the Administrative Agent, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the amount so advanced by the Administrative Agent to the Borrowers shall, for all purposes hereof, be a Revolving Loan made by the Administrative Agent for its own account. Upon any such failure by a Revolving Loan Lender to pay the Administrative Agent, the Loan(s) Administrative Agent shall promptly thereafter notify the Borrowing Agent of such failure and the Borrowers shall immediately pay such corresponding amount to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of Administrative Agent for its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureown account. (civ) Unless Nothing in this Section 2.02(c) shall be deemed to relieve any Revolving Loan Lender from its obligations to fulfill its Revolving Credit Commitment hereunder or to prejudice any rights that the Administrative Agent or the Borrowers may have against any Revolving Loan Lender as a result of any default by such Revolving Loan Lender hereunder. (i) With respect to all periods for which the Administrative Agent has funded Revolving Loans pursuant to Section 2.02(c), on Friday of each week, or if the applicable Friday is not a Business Day, then on the following Business Day, or such shorter period as the Administrative Agent may from time to time select (any such week or shorter period being herein called a "Settlement Period"), the Administrative Agent shall have received notice notify each Revolving Loan Lender of the unpaid principal amount of the Revolving Loans outstanding as of the last day of each such Settlement Period. In the event that such amount is greater than the unpaid principal amount of the Revolving Loans outstanding on the last day of the Settlement Period immediately preceding such Settlement Period (or, if there has been no preceding Settlement Period, the amount of the Revolving Loans made on the date of such Revolving Loan Lender's initial funding), each Revolving Loan Lender shall promptly (and in any event not later than 2:00 p.m. (New York City time) if the Administrative Agent requests payment from a such Lender prior to 10:00 A.M. not later than 12:00 noon (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not day) make available to the Administrative Agent funds with respect its Pro Rata Share of the Total Revolving Credit Commitment of the difference in immediately available funds. In the event that such amount is less than the unpaid principal amount of the Revolving Loans outstanding on the last day of the Settlement Period immediately preceding such Settlement Period, the Administrative Agent shall promptly pay over to each Revolving Loan Lender its Pro Rata Share of the Total Revolving Credit Commitment of the difference in immediately available funds. In addition, if the Administrative Agent shall so request at any time when a Default or an Event of Default shall have occurred and be continuing, or any other event shall have occurred as a result of which the Administrative Agent shall determine that it is desirable to present claims against the Borrowers for repayment, each Revolving Loan Lender shall promptly remit to the Loan(sAdministrative Agent or, as the case may be, the Administrative Agent shall promptly remit to each Revolving Loan Lender, sufficient funds to adjust the interests of the Revolving Loan Lenders in the then outstanding Revolving Loans to such an extent that, after giving effect to such adjustment, each such Revolving Loan Lender's interest in the then outstanding Revolving Loans will be equal to its Pro Rata Share thereof. The obligations of the Administrative Agent and each Revolving Loan Lender under this Section 2.02(d) requested shall be absolute and unconditional. Each Revolving Loan Lender shall only be entitled to receive interest on its Pro Rata Share of the Revolving Loans which have been funded by such Revolving Loan Lender. (ii) In the event that any Revolving Loan Lender fails to make any payment required to be made by such Lender on such dateit pursuant to Section 2.02(d)(i), the Administrative Agent may assume that shall be entitled to recover such Lender has made corresponding amount on demand from such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Revolving Loan Lender together with interest thereon thereon, for each day from the date such funds shall have been payment was due until the date such amount is paid to the Administrative Agent, at the Federal Funds Effective Rate for 3 Business Days and thereafter at the Reference Rate. During the period in which such Revolving Loan Lender has not paid such corresponding amount to the Administrative Agent, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the amount so made available advanced by the Administrative Agent to the Borrower until Borrowers shall, for all purposes hereof, be a Revolving Loan made by the date Administrative Agent for its own account. Upon any such failure by a Revolving Loan Lender to pay the Administrative Agent, the Administrative Agent shall promptly thereafter notify the Borrowing Agent of such failure and the Borrowers shall immediately pay such corresponding amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and includingfor its own account. Nothing in this Section 2.02(d)(ii) the third Business Day after demand is made and thereafter at the Default Rate. (d) All Loans made available shall be deemed to relieve any Revolving Loan Lender from its obligation to fulfill its Revolving Credit Commitment hereunder or to prejudice any rights that the Administrative Agent in accordance with Section 1.02(b) shall be disbursed or the Borrowers may have against any Revolving Loan Lender as a result of any default by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of BorrowingRevolving Loan Lender hereunder.

Making the Loans. (a) The Borrower shall give the Administrative Agent notice (the “Notice of Borrowing”) (which notice Each Committed Borrowing under Section 2.01 shall be irrevocablemade on Borrower's oral or written notice given by Borrower to the Agent (i) no not later than 11:00 A.M. (New York City time) on the third Business Day before prior to the requested date for the making of the Loans. The Notice proposed Committed Borrowing in the case of Borrowing shall specify (i) the requested date for the making of the requested Loans, which shall be a Business Day Committed LIBOR Rate Loan and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified therein. (b) Not not later than 11:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed, each Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices same Business Day of the Administrative Agentproposed Committed Borrowing in the case of an ABR Loan. With respect to any oral notice of borrowing given by Borrower, Borrower shall promptly thereafter confirm such notice in writing. Each written notice of borrowing and each confirmation of an oral notice of borrowing shall be in substantially the form of Exhibit 2.02 hereto ("Notice of Borrowing"). Each Notice of Borrowing shall be signed by Borrower and shall specify therein the requested (i) date of such Committed Borrowing, (ii) Type of Loans comprising such Committed Borrowing, (iii) aggregate amount of such Committed Borrowing and (iv) with respect to any Committed LIBOR Rate Loan, the Loan(s) Interest Period for each such Loan. The Agent shall promptly deliver a copy of each Notice of Borrowing to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such dateeach Bank, but such other Lender shall not be liable for such failure. (c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 in any event no later than 11:30 A.M. (New York City time) on the requested relevant borrowing date. Each Bank shall, before 12:00 Noon (New York City time) on the date of such Committed Borrowing, make available to the Agent at its address referred to in Section 11.02, in immediately available funds, such Bank's applicable Pro Rata Percentage of such Committed Borrowing. The Agent shall, no later than 1:00 P.M. (New York City time), make such funds available to Borrower at Borrower's account as shall be designated by Borrower to the Agent from time to time. Each Notice of Borrowing shall be irrevocable and binding on which Borrower. (b) Unless the Loans are Agent shall have received notice from a Bank prior to be disbursed the date of any Committed Borrowing that such Lender Bank will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on Bank's applicable Pro Rata Percentage of such dateCommitted Borrowing, the Administrative Agent may assume that such Lender Bank has made such funds portion available to the Administrative Agent on the date of such date Committed Borrowing in accordance with Section 1.02(b2.02(a) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in a corresponding amount. If such amount is made available to the Agent on a date after such date of Committed Borrowing, such Bank shall pay to the Agent on demand an amount equal to the principal product of (i) the daily average Federal Funds Effective Rate during such period, times (ii) the amount of such Bank's applicable Pro Rata Percentage of such Committed Borrowing, times (iii) a fraction, the Loan(snumerator of which is the number of days that elapse from and including such date of Committed Borrowing to the date on which such Bank's applicable Pro Rata Percentage of such Committed Borrowing shall have become immediately available to the Agent and the denominator of which is 360. A certificate of the Agent submitted to any Bank with respect to any amounts owing under this Section 2.02(b) shall be conclusive in the absence of manifest error. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such Committed Borrowing for purposes of this Agreement. If such Bank's applicable Pro Rata Percentage of such Committed Borrowing is not in fact made available to the Agent by such Bank within three (3) Business Days of such date of Committed Borrowing, the Agent shall be entitled to recover such amount with interest thereon at the rate per annum, equal to (i) the ABR (in the case of ABR Loans) or (ii) the Federal Funds Effective Rate (in the case of Committed LIBOR Rate Loans), on demand, from Borrower. (c) The failure of any Bank to make the Loan to be made by it as part of any Committed Borrowing shall not relieve any other Bank of its obligation, if any, hereunder to make its Loan on the date of such Committed Borrowing, but no Bank shall be responsible for the failure of any other Bank to make the Loan to be made by such Lender other Bank on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate. (d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of any Committed Borrowing.

Making the Loans. (a) The Borrower shall give the Administrative Agent notice (the “Notice of Borrowing”) (which notice Each Borrowing shall be irrevocable) no made on written notice given by the Borrower to the Agent not later than 11:00 (i) 10:00 A.M. (New York City time) on the date of the Borrowing in the case of a Borrowing consisting of Base Rate Loans and (ii) 12:00 Noon (New York City time) on the third Business Day before prior to the requested date for the making of the Borrowing in the case of a Borrowing consisting of Eurodollar Rate Loans. The Each such notice of a Borrowing (a "Notice of Borrowing") shall be in the form of Exhibit 2.02 and shall specify (A) the date of such Borrowing, (B) the number of Borrowings and the Type and aggregate principal amount of Loans comprising each Borrowing and (C) in the case of a Borrowing comprised of Eurodollar Rate Loans, the initial Interest Period for each such Loan. Each Notice of Borrowing shall specify (i) be irrevocable and binding on the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B LoanBorrower. Upon receipt of the Notice of Borrowing, the Administrative The Agent shall promptly notify each Lender of the contents thereof and of the principal amount deliver a copy of each Loan Notice of Borrowing to be made by such Lender on the requested date specified thereineach Lender. (b) Not later than Each Lender shall, before (i) 2:00 P.M. (New York City time) on the date of a Borrowing consisting of Base Rate Loans and (ii) 12:00 Noon (New York City time) on the date of a Borrowing consisting of Eurodollar Rate Loans, make available for the account of its applicable Lending Office to the Agent at the Agent's Office, in immediately available funds, such Lender's Ratable Portion of such Borrowing. After the Agent's receipt of such funds and, upon fulfillment of the applicable conditions set forth in Article IV, the Agent shall make such funds available to the Borrower's account at the Agent's Office or as otherwise designated in the Notice of Borrowing. In the case of any Borrowing consisting of Base Rate Loans, the Agent will not be required to make funds so available until 3:00 P.M. (New York City time) on the date of such Borrowing. (c) Unless the Agent has received notice from a Lender prior to (i) 1:00 P.M. (New York City time) on the date of any Borrowing consisting of Base Rate Loans and (ii) 11:00 A.M. (New York City time) on the requested date on which the of any Borrowing consisting of Eurodollar Rate Loans are to be disbursed, each Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure. (c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on Lender's Ratable Portion of such dateBorrowing, the Administrative Agent may assume that such Lender has made such funds portion available to the Administrative Agent on the date of such date Borrowing in accordance with Section 1.02(b2.02(b) and the Administrative Agent in its sole discretion may, in reliance upon on such assumption, make available to the Borrower on such date funds in an a corresponding amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent that such Lender shall not have so made its Ratable Portion of a Borrowing available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such LenderAgent, such Lender shall, on demand, pay and the Borrower severally agree to repay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by forthwith on demand such Lender corresponding amount, together with interest thereon thereon, for each day from the date such funds shall have been so amount is made available by the Administrative Agent to the Borrower until the date such amount shall have been is repaid to the Administrative Agent Agent, at (i) in the case of the Borrower, the interest rate applicable at the applicable Interest time to Loans comprising such Borrowing, and (ii) in the case of such Lender, the Federal Funds Rate until (and including) the third Business Day after demand is made and thereafter at the Default Base Rate. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender's Loan as part of such Borrowing for purposes of this Agreement. If the Borrower shall repay to the Agent such corresponding amount, the Borrower shall have no liability with respect to losses, costs or expenses otherwise compensable under Section 3.04 in connection therewith. (d) All The obligations of the Lenders to make Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower pursuant to this Agreement are several and not joint or joint and several, and the failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its order by wire transfer of immediately available funds in obligation, if any, hereunder to make its Loan on the aggregate principal amount date of such Loans in accordance with Borrowing, but no Lender shall be responsible for the payment instructions failure of any other Lender to make the Borrower set forth in Loan to be made by such other Lender on the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice date of any Borrowing.

Making the Loans. (a) The Borrower An Authorized Officer on behalf of the Administrative Borrower, as applicable, shall (I) give the Administrative Agent prior telephonic notice immediately confirmed in writing in substantially the form of Exhibit C hereto (the a “Notice of Borrowing”) (which notice shall be irrevocable) no ), not later than 11:00 A.M. (i) 12:00 noon (New York City time) on the third date which is three (3) applicable Business Day before Days prior to the requested date for the making of the Loans. The Notice of Borrowing shall specify (i) the requested date for the making of the requested Loans, which shall be a Business Day and proposed LIBOR Rate Loan or (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified therein. (b) Not later than 11:00 A.M. 12:00 noon (New York City time) on the date of a proposed Reference Rate Loan on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan (which shall be denominated in Dollars), (ii) in the case of Loans requested date on which the Loans are Effective Date, whether such Loan is requested to be disburseda Revolving Loan or the Term Loan, each Lender shall make available (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of any such LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, (v) the proposed borrowing date, which must be an applicable Business Day, and, with respect to the Term Loan, must be the Effective Date. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from any Authorized Officer of Administrative Borrower designated in writing to the Administrative Agent, in Dollars in funds immediately available . Each Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers until the Administrative Agent at receives written notice to the offices contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the Administrative Agentsignature appearing on any written Notice of Borrowing. (b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrowers shall be bound to make a borrowing in accordance therewith. Each Revolving Loan that is a LIBOR Rate Loan shall be made in a minimum amount of $1,000,000 and shall be in integral multiples of $250,000 in excess thereof. The Borrowers shall have not more than seven (7) LIBOR Rate Loans made to the Borrowers in effect at any given time. For the avoidance of doubt, the Loan(s) each Revolving Loan that is a Reference Rate Loan shall not be required to be made in a minimum increment amount. (c) (i) Except as otherwise provided in this Section 2.02(c), all Loans under this Agreement shall be made by the applicable Lenders simultaneously and proportionately to their Pro Rata Shares of the applicable Total Revolving Credit Commitment and Total Term Loan Commitment of each such Lender, as the case may be, it being understood that no Lender on such date. Any shall be responsible for any default by any other Lender in that other Lender’s failure obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it on by the requested date therefor shall not relieve terms of this Agreement regardless of the failure by any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureLender. (c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate. (d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.

Making the Loans. (a) The Borrowing on the Closing Date shall be made on notice by the Borrower shall give Representative to the Administrative Agent Agent, given not later than 2:00 p.m. on the first Business Day prior to the Closing Date, if such Borrowing shall be a Base Rate Borrowing, and on the third Business Day prior to the Closing Date, if such Borrowing shall be a Eurodollar Borrowing. The notice of the Borrowing (the “Notice of Borrowing”) (which notice shall be irrevocable) by telephone, confirmed immediately in writing in the form of Exhibit C, via fax or by electronic mail in “.pdf” format, specifying the date, principal amount, Type and, in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto. If no later than 11:00 A.M. (New York City time) on election as to the third Business Day before Type of Borrowing is specified, then the requested date for Borrowing shall be a Base Rate Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the making Borrower Representative shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of the Loans. Notice of Borrowing in accordance herewith, the Administrative Agent shall advise each Lender of the details thereof and the amount of such Lender’s Loan to be made as part of the Borrowing. (b) The Notice of Borrowing shall specify (i) be irrevocable and binding on the requested date for the making BorrowerBorrowers. The BorrowerBorrowers shall pay to each Lender all amounts required to be paid pursuant to Section 2.09 as a result of any failure of the requested LoansBorrower Representative to fulfill, which shall be a Business Day and (ii) on or before the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of date specified in the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender conditions set forth in Section 3.01 whereby the Loans, as a result of such failure of the contents thereof and of the principal amount of each Loan to be Borrower Representative, are not made by such Lender on the requested date specified therein. (b) Not later than 11:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed, each Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureClosing Date. (c) Unless Each Lender shall, before 11:00 a.m. on the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (Closing Date, make available in immediately available funds in New York, New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available wire transfer to the Administrative Agent on Agent’s Account, such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate’s Commitment. (d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.

Making the Loans. (a) The Borrower shall give the Administrative Agent prior telephonic notice of each requested Loan (immediately confirmed in writing, in substantially the form of Exhibit C hereto (a “Notice of Borrowing”) (which notice shall be irrevocable) no )), not later than 11:00 A.M. 12:00 noon (New York City time) on the third date which is (i) two (2) Business Day before Days prior to the requested date for the making of the LoansTerm Loan, (ii) five (5) Business Days prior to the date of each requested Revolving Loan and (iii) fifteen (15) Business Days prior to the date of each proposed Delayed Draw Term Loan (or, for any of the above, such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan). The Such Notice of Borrowing shall specify (i) the requested date for the making principal amount of the proposed Loan, (ii) whether such Loan is requested Loansto be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, and (iii) the proposed borrowing date, which shall must be a Business Day Day. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Borrower (ii) or from any Authorized Officer thereof expressly designated in writing purportedly from the principal amount Borrower to the Administrative Agent for purposes of each requested Tranche A Loan and Tranche B Loandelivering Notices of Borrowing). Upon receipt The Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing, . The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall promptly notify each Lender have no duty to verify the authenticity of the contents thereof and signature appearing on any written Notice of the principal amount of each Loan to be made by such Lender on the requested date specified thereinBorrowing. (b) Not later than 11:00 A.M. Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrower shall be bound to make a borrowing in accordance therewith. The aggregate principal amount of each Delayed Draw Term Loan shall be in a minimum amount of $2,500,000 and in integral multiples of $1,000,000 in excess thereof. (New York City timei) on Except as otherwise provided in this Section 2.02(c), all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Revolving Credit Commitment, the Total Delayed Draw Term Loan Commitment, or the Total Term Loan Commitment, as applicable; it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligations to make a Loan requested date on which hereunder, nor shall the Loans are Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s obligation to be disbursedmake a Loan requested hereunder, and each Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure obligated to make any Loan the Loans required to be made by it on by the requested date therefor shall not relieve terms of this Agreement regardless of the failure by any other Lender Lender. (ii) Notwithstanding any other provision of its obligation this Agreement, and in order to make any Loan to be made by such other Lender on such datereduce the number of fund transfers among the Borrower, the Agents and the Lenders, the Borrower, the Agents and the Lenders agree that the Administrative Agent may (but such other Lender shall not be liable obligated to), and the Borrower and the Lenders hereby irrevocably authorize the Administrative Agent to, fund, on behalf of the Lenders with a Revolving Credit Commitment, Revolving Loans pursuant to Section 2.01, subject to the procedures for settlement set forth in Section 2.02(d); provided, however, that (a) the Administrative Agent shall in no event fund any such failure. (c) Unless Revolving Loans if the Administrative Agent shall have received written notice from a Lender the Collateral Agent or the Required Lenders prior to 10:00 A.M. (New York City time) on the requested date on which time of the Loans are to be disbursed proposed Revolving Loan that such Lender one or more of the conditions precedent contained in Section 5.03 will not make available to be satisfied at the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount time of the Loan(sproposed Revolving Loan, and (b) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available not otherwise be required to determine that, or take notice whether, the Borrower funds conditions precedent in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate. (d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.5.03

Making the Loans. (a) The Borrower shall give the Administrative Agent notice (in writing, in substantially the form of Exhibit C hereto or such other form approved by the Administrative Agent (a “Notice of Borrowing”) (which notice shall be irrevocable) no ), not later than 11:00 A.M. 12:00 noon (New York City time) on the third date which is one (1) Business Day before in the requested case of Loans which are Reference Rate Loans and otherwise three (3) Business Days prior to the date for the making of the Loans. The Notice of Borrowing shall specify proposed Loan (i) the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, or such shorter period as the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan is willing to be made by such Lender on the requested date specified therein. (b) Not accommodate from time to time, but in no event later than 11:00 A.M. 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) [reserved], (iii) whether the Loan is requested date on which the Loans are to be disburseda Reference Rate Loan or a SOFR Loan and, each Lender in the case of a SOFR Loan, the initial Interest Period with respect thereto, (iv) [reserved], and (v) the account information for the Borrower. (b) If any notice does not include the type of loan, it shall make available be deemed a Reference Rate Loan. If a notice does not contain an Interest Period, the Loan shall be deemed to have an Interest Period of three months. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied notice believed by the Administrative Agent in good faith to be from the Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Borrower to the Administrative Agent, in Dollars in funds immediately available ). The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrower until the Administrative Agent at receives written notice to the offices contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. (c) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrower shall be bound to make a borrowing in accordance therewith. (i) Except as otherwise provided in this Section 2.02(c), all Loans under this Agreement shall be made by 12:00 noon on the date of the proposed Loan, by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Term Loan Commitment to the account of the Administrative Agent, the Loan(s) to it being understood that no Lender shall be made responsible for any default by such any other Lender on such date. Any in that other Lender’s failure obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it on by the requested date therefor shall not relieve terms of this Agreement regardless of the failure by any other Lender Lender. Upon receipt of its obligation all requested funds, the Administrative Agent shall wire such funds to make any the Borrower (or, in the case of the Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure. (c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such dateEffective Date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate. (d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Disbursement Letter”) along with the Notice of Borrowing).

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent notice prior written notice, in substantially the form of Exhibit C hereto (the a “Notice Notice, of Borrowing”) (which notice shall be irrevocable) no ), not later than 11:00 A.M. 12:00 noon (New York City time) on the third date which is (x) in the case of the Term Loans to be made on the Effective Date, on the date of the proposed Loan, (y) in the case of the Term Loans to be made pursuant to the Delayed Draw A Term Loan Commitment, 7 days prior to the date of the proposed Loan and (z) in the case of the Term Loans to be made pursuant to the Delayed Draw B Term Loan Commitment, 15 Business Days prior to the date of the proposed Loan (or, in each case, such shorter period as the Origination Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York time) one Business Day before prior to the requested borrowing date for the making of the Loansproposed Loan). The Such Notice of Borrowing shall be irrevocable and shall specify (i) the requested date for the making principal amount of the requested Loansproposed Loan, which shall be a Business Day and (ii) the principal amount use of the proceeds of such proposed Loan, (iii) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term Loan, must be the Effective Date, and the (iv) the wire instructions for the account or accounts to which the proposed Loan funds should be transferred. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or other electronic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such Notice of Borrowing. The Administrative Agent and each requested Tranche A Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and Tranche B Loanthe Lenders shall have no duty to verify the authenticity of the signature appearing on any Notice of Borrowing. Upon its receipt of the a Notice of Borrowing, the Administrative Agent shall promptly notify each Lender, and thereafter each Lender of shall make the contents thereof and of the principal amount of each its applicable Term Loan Commitment available to be made by such Lender on the requested date specified therein. (b) Not Administrative Agent in immediately available funds no later than 11:00 A.M. 12 noon (New York City time) on the borrowing date of the proposed Loan. Upon receipt of all Loan funds, the Administrative Agent shall transfer such funds to the Administrative Borrower by wire transfer in immediately available funds to the account or accounts designated in the Notice of Borrowing. (b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrowers shall be bound to make a borrowing in accordance therewith. Each Term Loan made after the Effective Date shall be made in a minimum amount of $10,000,000 and shall be in an integral multiple of $1,000,000. (c) Except as otherwise provided in this Section 2.02(c), all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their (i) Pro Rata Shares of the Effective Date Pro Rata Shares of the Total Effective Date Term Loan Commitment, (ii) Delayed Draw A Pro Rata Shares of the Total Delayed Draw A Term Loan Commitment and (iii) Delayed Draw B Pro Rata Shares of the Total Delayed Draw B Term Loan Commitment, as the case may be, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligations to make a Loan requested date on which hereunder, nor shall the Loans are Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s obligation to be disbursedmake a Loan requested hereunder, and each Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure obligated to make any Loan the Loans required to be made by it on by the requested date therefor shall not relieve terms of this Agreement regardless of the failure by any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureLender. (c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate. (d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.

Making the Loans. (a) The Borrower shall give the Administrative Agent prior telephonic notice (immediately confirmed in writing, in substantially the “form of Exhibit C hereto (a "Notice of Borrowing”) (which notice shall be irrevocable) no ")), not later than 11:00 A.M. 12:00 noon (New York City time) on the third date which is 3 Business Day before Days prior to the requested date for the making of the Loans. The Notice of Borrowing shall specify proposed Loan (i) the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, or such shorter period as the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan is willing to be made by such Lender on the requested date specified therein. (b) Not accommodate from time to time, but in no event later than 11:00 A.M. 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) whether the Loan is requested date on which the Loans are to be disburseda Reference Rate Loan or a LIBOR Rate Loan and, each Lender shall make available in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, and (iii) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan hereunder, must be the Effective Date. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Borrower to the Administrative Agent, in Dollars in funds immediately available ). The Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrower until the Administrative Agent at receives written notice to the offices contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the Administrative Agent, signature appearing on any written Notice of Borrowing. (b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Loan(sBorrower shall be bound to make a borrowing in accordance therewith. (c) to All Loans under this Agreement shall be made by such the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Term Loan Commitment, it being understood that no Lender on such date. Any shall be responsible for any default by any other Lender in that other Lender’s failure 's obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it on by the requested date therefor shall not relieve terms of this Agreement regardless of the failure by any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureLender. (c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate. (d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.

Making the Loans. (a) The Borrower shall give the Administrative Agent prior telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C hereto (a “Notice of Borrowing”) (which notice shall be irrevocable) no )), not later than 11:00 A.M. (New York City time) a.m. on the third date which is 3 Business Day before Days prior to the requested date for the making of the Loansproposed Loan (or such shorter period as Administrative Agent is willing, in its sole discretion, to accommodate from time to time). The Such Notice of Borrowing shall be irrevocable and shall specify (i) the requested date for the making principal amount of the requested proposed Loans, (ii) whether the proposed Loans are to be made under the Revolving Credit Commitments or Term Commitments and (iii) the proposed borrowing date, which shall must be a Business Day Day. Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by Administrative Agent in good faith to be from the Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Borrower to Administrative Agent). The Borrower hereby waives the right to dispute Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request Loans on behalf of the Borrower until Administrative Agent receives written notice to the contrary. Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. (b) Each Notice of Borrowing pursuant to this Section 2.03 shall be irrevocable and the Borrower shall be bound to make a borrowing in accordance therewith. Each Loan shall be made in a minimum amount of $1,000,000 and shall be in integral multiples of $100,000 in excess thereof. (i) Except as otherwise provided in this Section 2.03(c), all Loans under this Agreement shall be made by the applicable Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Revolving Credit Commitment or Total Term Commitment, as applicable, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender. (ii) Notwithstanding any other provision of this Agreement, and in order to reduce the principal amount number of each requested Tranche A Loan fund transfers among the Borrower, Administrative Agent and Tranche B Loanthe Lenders, the Borrower, Administrative Agent and the Lenders agree that Administrative Agent may (but shall not be obligated to), and the Borrower and the Lenders hereby irrevocably authorize Administrative Agent to, fund, on behalf of the Lenders with a Revolving Credit Commitment, Revolving Loans pursuant to Section 2.01, subject to the procedures for settlement set forth in Section 2.03(d); provided, however, that (a) Administrative Agent shall in no event fund any such Revolving Loans if Administrative Agent shall have received written notice from Administrative Agent or the Required Lenders prior to the time of the proposed Revolving Loans that one or more of the conditions precedent contained in Section 4.03 will not be satisfied at the time of the proposed Revolving Loans, and (b) Administrative Agent shall not otherwise be required to determine that, or take notice whether, the conditions precedent in Section 4.03 have been satisfied. Upon If the Borrower gives a Notice of Borrowing requesting Revolving Loans and Administrative Agent elects not to fund such Revolving Loans on behalf of the Lenders, then promptly after receipt of the Notice of BorrowingBorrowing requesting such Revolving Loans, the Administrative Agent shall promptly notify each Lender of the contents thereof and specifics of the principal amount of each Loan to be made by such Lender on requested Revolving Loans and that it will not fund the requested date specified therein. (b) Not later than 11:00 A.M. (New York City time) Revolving Loans on behalf of the Lenders. If Administrative Agent notifies the Lenders that it will not fund the requested date Revolving Loans on which the Loans are to be disbursedbehalf of such Lenders, each Lender shall make its Revolving Pro Rata Share of the requested Revolving Loans available to the Administrative Agent, in Dollars in funds immediately available funds, at the Payment Office no later than 12:00 p.m. on the date of the proposed Revolving Loans. Administrative Agent will make the proceeds of such Revolving Loans available to the Borrower on the day of the proposed Revolving Loans by causing an amount, in immediately available funds, equal to the proceeds of all such Revolving Loans received by Administrative Agent at the offices Payment Office or the amount funded by Administrative Agent on behalf of Lenders to be deposited in an account designated by the Borrower. (iii) If Administrative Agent has notified the Lenders that Administrative Agent, the Loan(s) on behalf of such Lenders, will fund particular Revolving Loans pursuant to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such dateSection 2.03(c)(ii), but such other Lender shall not be liable for such failure. (c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that each such Lender has made its Revolving Pro Rata Shares of such funds requested Revolving Loans available to the Administrative Agent on such date in accordance with Section 1.02(b) day and the Administrative Agent Agent, in its sole discretion discretion, may, in reliance upon such assumptionbut shall not be obligated to, make cause a corresponding amount to be made available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lenderday. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by makes such Lender on such date and the Administrative Agent shall have so made corresponding amount available to the Borrower funds and such corresponding amount is not in an amount equal fact made available to the principal amount of the Loan(s) to be made Administrative Agent by such Lender on behalf of any such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an shall be entitled to recover such corresponding amount equal to the principal amount of the Loan(s) to be made by on demand from such Lender together with interest thereon thereon, for each day from the date such funds shall have been payment was due until the date such amount is paid to Administrative Agent, at the Federal Funds Rate for 3 Business Days and thereafter at the Reference Rate. During the period in which such Lender has not paid such corresponding amount to Administrative Agent, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the amount so made available advanced by the Administrative Agent to the Borrower shall, for all purposes hereof, be a Revolving Loan made by Administrative Agent for its own account. Upon any such failure by a Lender to pay Administrative Agent, Administrative Agent shall promptly thereafter notify the Borrower of such failure and the Borrower shall immediately pay such corresponding amount to Administrative Agent for its own account. (iv) Nothing in this Section 2.03(c) shall be deemed to relieve any Lender from its obligations to fulfill its Revolving Credit Commitment or Term Commitment hereunder or to prejudice any rights that Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. (d) With respect to all periods for which Administrative Agent has funded Revolving Loans pursuant to Section 2.03(c), on Friday of each week, or if the applicable Friday is not a Business Day, then on the following Business Day, or such shorter period as Administrative Agent may from time to time select (any such week or shorter period being herein called a “Settlement Period”), Administrative Agent shall notify each Lender of the unpaid principal amount of the Revolving Loans outstanding as of the last day of each such Settlement Period. In the event that such amount is greater than the unpaid principal amount of the Revolving Loans outstanding on the last day of the Settlement Period immediately preceding such Settlement Period (or, if there has been no preceding Settlement Period, the amount of the Revolving Loans made on the date of such Lender’s initial funding), each Lender shall promptly (and in any event not later than 11:00 a.m.) make available to Administrative Agent its Revolving Pro Rata Share of the difference in immediately available funds. In the event that such amount is less than such unpaid principal amount, Administrative Agent shall promptly pay over to each Lender its Revolving Pro Rata Share of the difference in immediately available funds. In addition, if Administrative Agent shall so request at any time when a Default or an Event of Default shall have occurred and be continuing, or any other event shall have occurred as a result of which Administrative Agent shall determine that it is desirable to present claims against the Borrower for repayment, each Lender shall promptly remit to Administrative Agent or, as the case may be, Administrative Agent shall promptly remit to each Lender, sufficient funds to adjust the interests of the Lenders in the then outstanding Revolving Loans to such an extent that, after giving effect to such adjustment, each such Lender’s interest in the then outstanding Revolving Loans will be equal to its Revolving Pro Rata Share thereof. The obligations of Administrative Agent and each Lender under this Section 2.03(d) shall be absolute and unconditional. Each Lender shall only be entitled to receive interest on its Revolving Pro Rata Share of the Revolving Loans which have been funded by such Lender. (e) In the event that any Lender fails to make any payment required to be made by it pursuant to Section 2.03(d), Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from the date such payment was due until the date such amount shall have been repaid is paid to the Administrative Agent Agent, at the applicable Interest Federal Funds Rate until (and including) the third for 3 Business Day after demand is made Days and thereafter at the Default Reference Rate. (d) All Loans made available . During the period in which such Lender has not paid such corresponding amount to Administrative Agent, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the amount so advanced by Administrative Agent to the Borrower shall, for all purposes hereof, be a Revolving Loan made by Administrative Agent for its own account. Upon any such failure by a Lender to pay Administrative Agent, Administrative Agent shall promptly thereafter notify the Borrower of such failure and the Borrower shall immediately pay such corresponding amount to Administrative Agent for its own account. Nothing in accordance with this Section 1.02(b2.03(e) shall be disbursed by the deemed to relieve any Lender from its obligation to fulfill its Revolving Credit Commitment hereunder or to prejudice any rights that Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to or the Borrower or to its order may have against any Lender as a result of any default by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of BorrowingLender hereunder.

Making the Loans. (a) The Subject to the terms and conditions hereof, each Lender agrees to make advances on a revolving basis (herein a "Revolving Loan Advance") to Borrower shall give the Administrative Agent notice (the “Notice of Borrowing”) (which notice shall be irrevocable) no later than 11:00 A.M. (New York City time) from time to time on the third any Business Day before during the requested date for the making Loan Commitment Period, equal to such Lender's Percentage Share of the Loans. The Notice aggregate amount of Borrowing shall specify Revolving Loan Advances requested by Borrower to be made on such day, so long as the aggregate amount of (i) the requested date all Lenders' Revolving Loan Advances (including any Revolving Loan Advances to be made but not yet made pursuant to a Request for the making of the requested Loans, which shall be a Business Day and Advance) outstanding at any time plus (ii) the principal amount LC Obligations of each requested Tranche A all Lenders at such time plus (iii) all Lenders' Swing Line Advances to Borrower plus (iv) all Lenders' Competitive Bid Advances outstanding at such time, does not exceed the Facility Amount. Subject to the terms and conditions hereof, Borrower may borrow, repay and reborrow Revolving Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified thereinAdvances. (b) Not later than 11:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed, each No Lender shall be permitted or required to make available to any Revolving Loan Advance under this Agreement unless the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices aggregate of the Administrative Agent, the Loan(s(1) such Lender's Revolving Loan Advances under this Agreement (including any Revolving Loan Advances to be made but not yet made pursuant to a Request for Advance) outstanding at any time plus (2) such Lender's share of LC Obligations at such time is less than or equal to the least of (i) such Lender's Loan Commitment or (ii) such Lender's Percentage Share of the Facility Amount. (c) The aggregate amount of all Revolving Loan Advances requested of all Lenders in any Request for Advance must be an integral multiple of $1,000,000 which equals or exceeds $10,000,000 or must equal the least of the unadvanced portion of the aggregate Loan Commitments of all Lenders or the unadvanced portion of the Facility Amount. The obligation of Borrower to repay to each Lender the aggregate amount of all Revolving Loan Advances made by such Lender to Borrower (herein called such Lender's "Revolving Loan"), together with interest accruing in connection therewith, shall be evidenced by a single promissory note (herein called such Lender's "Loan Note") made by Borrower payable to the order of such Lender in the form of Exhibit A-1 with appropriate insertions. The amount of principal owing on any Lender's Loan Note at any given time shall be the aggregate amount of all Revolving Loan Advances theretofore made by such Lender minus all payments of principal theretofore received by such Lender on such dateLoan Note. Any Lender’s failure to make any Interest on each Loan to Note shall accrue and be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failuredue and payable as provided herein and therein. (c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate. (d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.

Making the Loans. With respect to the making of Loans: (a) The Borrower shall give the Administrative Agent prior written notice substantially in the form of Exhibit C hereto (the “a "Notice of Borrowing”"), (x) (which notice shall be irrevocable) no in the case of a Eurodollar Borrowing, not later than 11:00 A.M. (New York City time) 12:00 p.m. on the third date which is three Business Days prior to the date of the proposed Borrowing and (y) in the case of an ABR Borrowing, not later than 12:00 p.m. on the date which is one Business Day before prior to the requested date for the making of the Loansproposed Borrowing. The Such Notice of Borrowing shall be irrevocable and shall specify (i) the requested date for the making principal amount of the requested Loansproposed Borrowing, (ii) whether the proposed Borrowing will be an ABR Borrowing or a Eurodollar Borrowing, (iii) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a Business Day period contemplated by the definition of “Interest Period”, (iv) wire instructions for the account of the Borrower into which such funds should be deposited, and (iiv) the principal amount proposed borrowing date, which must be a Business Day. The Administrative Agent and the Lenders may act without liability upon the basis of written, emailed or telecopied notice believed by the Administrative Agent in good faith to be from the Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Borrower to the Administrative Agent). The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. (b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrower shall be bound to make a Borrowing in accordance therewith. (c) Except as otherwise provided in this Section 2.02(c), the Loans of any Class under this Agreement shall be made by the Lenders of such Class simultaneously and proportionately to their respective Pro Rata Shares of the Commitments of the applicable Class; it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligations to make a Loan requested Tranche A hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to make a Loan requested hereunder, and Tranche B Loaneach Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender. Upon receipt Not later than 1:00 p.m., New York City time, on the borrowing date, each Lender shall deliver to the account of the Borrower specified in the Notice of Borrowing, Borrowing an amount in immediately available funds equal to the Administrative Agent shall promptly notify each Lender such Lender's Pro Rata Share of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified therein. (b) Not later than 11:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed, each Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure. (c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default RateLenders. (d) All Loans made available If no election as to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer Type of immediately available funds Borrowing is specified in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the applicable Notice of Borrowing, then the requested Loan shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

Making the Loans. (a) The Borrower shall give the Administrative Agent notice (the “Notice of Borrowing”) (which notice Except as otherwise provided in Section 2.03(c), each Borrowing shall be irrevocable) no made on notice, given not later than (x) 11:00 A.M. (New York City time) on the third Business Day before prior to the requested date for the making of the Loans. The Notice proposed Borrowing in the case of a Borrowing shall specify consisting of Eurodollar Rate Loans or (iy) the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified therein. (b) Not later than 11:00 A.M. (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Loans, by the applicable Borrower to the Agent, which shall give to each applicable Lender prompt notice thereof by telecopier or any other electronic means agreed to by the Agent. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed promptly in writing, or by telecopier (or any other electronic means agreed to by the Agent), in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) whether such Borrowing is a US Revolving Borrowing, a Canadian Revolving Borrowing or a Term Borrowing, (iii) Type of Loans comprising such Borrowing, (iv) aggregate amount of such Borrowing and (v) in the case of a Borrowing consisting of Eurodollar Rate Loans, the initial Interest Period for each such Loan. Each applicable Lender shall, before 1:00 P.M. (New York City time) on which the Loans are date of such Borrowing make available for the account of its Applicable Lending Office to be disbursedthe Agent at the Agent’s Account, each Lender shall in same day funds, such Lender’s Ratable Share of such Borrowing. 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 Administrative applicable Borrower at the Agent’s address referred to in Section 8.02(a). (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrowers may not select Eurodollar Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than $10,000,000 (or $5,000,000, in Dollars in funds immediately available to the Administrative Agent at case of Canadian Revolving Borrowings) or if the offices obligation of the Administrative AgentLenders to make Eurodollar Rate Loans shall then be suspended pursuant to Section 2.08 or 2.12 and (ii) the Eurodollar Rate Loans may not be outstanding as part of more than eighteen separate Borrowings. (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower delivering such notice. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Loans, the Loan(s) applicable Borrower shall indemnify each applicable Lender against any loss, cost or expense incurred by such Lender as a result of any failure of such Borrower to fulfill on or before the date specified in such Notice of Borrowing for such 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 liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of such Borrowing when such Loan, as a result of such failure, is not made on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure. (cd) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed time of any Borrowing that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on Lender’s ratable portion of such dateBorrowing, the Administrative Agent may assume that such Lender has made such funds portion available to the Administrative Agent on the date of such date Borrowing in accordance with subsection (a) of this Section 1.02(b) 2.02, as applicable, and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the applicable Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lendera corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such LenderAgent, such Lender shall, on demand, pay and the applicable Borrower severally agree to repay to the Administrative Agent funds in an forthwith on demand such corresponding amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon thereon, for each day from the date such funds shall have been so amount is made available by the Administrative Agent to the such Borrower until the date such amount shall have been is repaid to the Administrative Agent Agent, at (i) in the case of a Borrower, the interest rate applicable at the applicable Interest Rate until time to the Loans comprising such Borrowing and (and includingii) in the third Business Day after demand is case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement. The failure of any Lender to make the Loan to be made and thereafter at by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the Default Ratedate of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing. (de) All Loans made Each Revolving Lender may, at its option, make any Revolving Loan available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed Kodak Canada by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower causing any foreign or to its order by wire transfer of immediately available funds in the aggregate principal amount domestic branch or Affiliate of such Loans Lender to make such Revolving Loan; provided that any exercise of such option shall not affect the obligation of Kodak Canada to repay such Revolving Loan in accordance with the payment instructions terms of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowingthis Agreement.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior telephonic notice (immediately confirmed in writing, in substantially the “form of Exhibit C hereto (a "Notice of Borrowing”) (which notice shall be irrevocable) no ")), not later than 11:00 A.M. 12:00 noon (New York City time) on the third date which is 3 Business Day before Days prior to the requested date for the making of the Loans. The Notice of Borrowing shall specify proposed Loan (i) the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, or such shorter period as the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan is willing to be made by such Lender on the requested date specified therein. (b) Not accommodate from time to time, but in no event later than 11:00 A.M. 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) in the case of Loans requested date on which the Loans are Funding Date, whether such Loan is requested to be disburseda Revolving Loan or the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, and (v) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, must be the Funding Date. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. (b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrowers shall be bound to make a borrowing in accordance therewith. Each Revolving Loan shall be made in a minimum amount of $500,000 and shall be in an integral multiple of $100,000. (i) Except as otherwise provided in this Section 2.02(c), all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Revolving Credit Commitment or the Total Term Loan Commitment, as the case may be, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender. (ii) Notwithstanding any other provision of this Agreement, and in order to reduce the number of fund transfers among the Borrowers, the Agents and the Lenders, the Borrowers, the Agents and the Lenders agree that the Administrative Agent may (but shall not be obligated to), and the Borrowers and the Lenders hereby irrevocably authorize the Administrative Agent to, fund, on behalf of the Revolving Loan Lenders, Revolving Loans pursuant to Section 2.01, subject to the procedures for settlement set forth in Section 2.02(d); provided, however, that (A) the Administrative Agent shall in no event fund any such Revolving Loans if the Administrative Agent shall have received written notice from the Collateral Agent or the Required Lenders on the Business Day prior to the date of the proposed Revolving Loan that one or more of the conditions precedent contained in Section 5.02 will not be satisfied at the time of the proposed Revolving Loan, and (B) the Administrative Agent shall not otherwise be required to determine that, or take notice whether, the conditions precedent in Section 5.02 have been satisfied. If the Administrative Borrower gives a Notice of Borrowing requesting a Revolving Loan and the Administrative Agent elects not to fund such Revolving Loan on behalf of the Revolving Loan Lenders, then promptly after receipt of the Notice of Borrowing requesting such Revolving Loan, the Administrative Agent shall notify each Revolving Loan Lender of the specifics of the requested Revolving Loan and that it will not fund the requested Revolving Loan on behalf of the Revolving Loan Lenders. If the Administrative Agent notifies the Revolving Loan Lenders that it will not fund a requested Revolving Loan on behalf of the Revolving Loan Lenders, each Revolving Loan Lender shall make its Pro Rata Share of the Revolving Loan available to the Administrative Agent, in Dollars immediately available funds, in funds the Administrative Agent's Account no later than 3:00 p.m. (New York City time) (provided that the Administrative Agent requests payment from such Revolving Loan Lender not later than 1:00 p.m. (New York City time)) on the date of the proposed Revolving Loan. The Administrative Agent will make the proceeds of such Revolving Loans available to the Borrowers on the day of the proposed Revolving Loan by causing an amount, in immediately available funds, equal to the proceeds of all such Revolving Loans received by the Administrative Agent in the Administrative Agent's Account or the amount funded by the Administrative Agent on behalf of the Revolving Loan Lenders to be deposited in an account designated by the Administrative Borrower. (iii) If the Administrative Agent has notified the Revolving Loan Lenders that the Administrative Agent, on behalf of the Revolving Loan Lenders, will not fund a particular Revolving Loan pursuant to Section 2.02(c)(ii), the Administrative Agent may assume that each such Revolving Loan Lender has made such amount available to the Administrative Agent on such day and the Administrative Agent, in its sole discretion, may, but shall not be obligated to, cause a corresponding amount to be made available to the Borrowers on such day. If the Administrative Agent makes such corresponding amount available to the Borrowers and such corresponding amount is not in fact made available to the Administrative Agent by any such Revolving Loan Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Revolving Loan Lender together with interest thereon, for each day from the date such payment was due until the date such amount is paid to the Administrative Agent, at the offices of Federal Funds Rate for 3 Business Days and thereafter at the Reference Rate. During the period in which such Revolving Loan Lender has not paid such corresponding amount to the Administrative Agent, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the amount so advanced by the Administrative Agent to the Borrowers shall, for all purposes hereof, be a Revolving Loan made by the Administrative Agent for its own account. Upon any such failure by a Revolving Loan Lender to pay the Administrative Agent, the Loan(s) Administrative Agent shall promptly thereafter notify the Administrative Borrower of such failure and the Borrowers shall immediately pay such corresponding amount to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of Administrative Agent for its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureown account. (civ) Unless Nothing in this Section 2.02(c) shall be deemed to relieve any Revolving Loan Lender from its obligations to fulfill its Revolving Credit Commitment hereunder or to prejudice any rights that the Administrative Agent or the Borrowers may have against any Revolving Loan Lender as a result of any default by such Revolving Loan Lender hereunder. (i) With respect to all periods for which the Administrative Agent has funded Revolving Loans pursuant to Section 2.02(c), on Friday of each week, or if the applicable Friday is not a Business Day, then on the following Business Day, or such shorter period as the Administrative Agent may from time to time select (any such week or shorter period being herein called a "Settlement Period"), the Administrative Agent shall have received notice notify each Revolving Loan Lender of the unpaid principal amount of the Revolving Loans outstanding as of the last day of each such Settlement Period. In the event that such amount is greater than the unpaid principal amount of the Revolving Loans outstanding on the last day of the Settlement Period immediately preceding such Settlement Period (or, if there has been no preceding Settlement Period, the amount of the Revolving Loans made on the date of such Revolving Loan Lender's initial funding), each Revolving Loan Lender shall promptly (and in any event not later than 2:00 p.m. (New York City time) if the Administrative Agent requests payment from a such Lender prior to 10:00 A.M. not later than 12:00 noon (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not day) make available to the Administrative Agent funds with respect its Pro Rata Share of the difference in immediately available funds. In the event that such amount is less than such unpaid principal amount, the Administrative Agent shall promptly pay over to each Revolving Loan Lender its Pro Rata Share of the difference in immediately available funds. In addition, if the Administrative Agent shall so request at any time when a Default or an Event of Default shall have occurred and be continuing, or any other event shall have occurred as a result of which the Administrative Agent shall determine that it is desirable to present claims against the Borrowers for repayment, each Revolving Loan Lender shall promptly remit to the Loan(sAdministrative Agent or, as the case may be, the Administrative Agent shall promptly remit to each Revolving Loan Lender, sufficient funds to adjust the interests of the Revolving Loan Lenders in the then outstanding Revolving Loans to such an extent that, after giving effect to such adjustment, each such Revolving Loan Lender's interest in the then outstanding Revolving Loans will be equal to its Pro Rata Share thereof. The obligations of the Administrative Agent and each Revolving Loan Lender under this Section 2.02(d) requested shall be absolute and unconditional. Each Revolving Loan Lender shall only be entitled to receive interest on its Pro Rata Share of the Revolving Loans which have been funded by such Revolving Loan Lender. (ii) In the event that any Revolving Loan Lender fails to make any payment required to be made by such Lender on such dateit pursuant to Section 2.02(d)(i), the Administrative Agent may assume that shall be entitled to recover such Lender has made corresponding amount on demand from such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Revolving Loan Lender together with interest thereon thereon, for each day from the date such funds shall have been payment was due until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for 3 Business Days and thereafter at the Reference Rate. During the period in which such Revolving Loan Lender has not paid such corresponding amount to the Administrative Agent, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the amount so made available advanced by the Administrative Agent to the Borrowers shall, for all purposes hereof, be a Revolving Loan made by the Administrative Agent for its own account. Upon any such failure by a Revolving Loan Lender to pay the Administrative Agent, the Administrative Agent shall promptly thereafter notify the Administrative Borrower until of such failure and the date Borrowers shall immediately pay such corresponding amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and includingfor its own account. Nothing in this Section 2.02(d)(ii) the third Business Day after demand is made and thereafter at the Default Rate. (d) All Loans made available shall be deemed to relieve any Revolving Loan Lender from its obligation to fulfill its Revolving Credit Commitment hereunder or to prejudice any rights that the Administrative Agent in accordance with Section 1.02(b) shall be disbursed or the Borrowers may have against any Revolving Loan Lender as a result of any default by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of BorrowingRevolving Loan Lender hereunder.

Making the Loans. (a) The Each Borrowing shall be made on notice, given by the Borrower shall give to the Administrative Agent notice (the “Notice of Borrowing”) (which notice shall be irrevocable) no not later than (i) 11:00 A.M. (New York City time) on the third (3rd) Business Day before prior to the requested date for the making of the Loans. The Notice proposed Borrowing in the case of Borrowing shall specify (i) the requested date for the making of the requested Eurodollar Rate Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified therein. (b) Not later than 11:00 A.M. (New York City time) on the Business Day prior to the date of the proposed Borrowing in the case of Base Rate Loans. Each such notice (a "Notice of Borrowing") shall be in substantially the form of Exhibit B, specifying therein (i) the date of such proposed Borrowing, (ii) the aggregate amount of such proposed Borrowing, (iii) the amount thereof, if any, requested date on which the Loans are to be disbursedEurodollar Rate Loans, and (iv) the initial Interest Period or Periods for any such Eurodollar Rate Loans. The Loans shall be made as Base Rate Loans unless (subject to Section 2.12) the Notice of Borrowing specifies that all or a pro rata portion thereof shall be Eurodollar Rate Loans; provided, however, that the aggregate of the Eurodollar Rate Loans for each Interest Period must be in an amount of not less than $5,000,000 or an integral multiple of $500,000 in excess thereof. (b) The Administrative Agent shall give to each Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices prompt notice of the Administrative Agent's receipt of a Notice of Borrowing and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the Loan(s) to be made by such applicable interest rate under Section 2.9, and each Lender's Ratable Portion of the proposed Borrowing. Each Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such dateshall, but such other Lender shall not be liable for such failure. (c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. before 12:00 Noon (New York City time) on the requested date on which of the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumptionproposed Borrowing, make available to for the Borrower on such date funds in an amount equal to the principal amount account of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid its Applicable Lending Office to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate. (d) All Loans made its address referred to in Section 10.2, in immediately available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. funds, such Lender's Ratable Portion of such proposed Borrowing. By 12:00 Noon (New York City time) in the case of Eurodollar Rate Loans and Base Rate Loans, on the requested date therefor, to specified by the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.the

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written notice (in substantially the form of Exhibit C hereto (a “Notice of Borrowing”) (which notice shall be irrevocable) no )), not later than 11:00 A.M. 12:00 noon (New York City time) on the third date which is 5 Business Day before Days prior to the requested date for the making of the Loans. The Notice of Borrowing shall specify proposed Loan (i) the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, or such shorter period as the Administrative Agent shall promptly notify each Lender of (with respect to the contents thereof and of Term Loans) or the principal amount of each Loan Revolving Agent (with respect to be made by such Lender on the requested date specified therein. (bRevolving Loans) Not is willing to accommodate from time to time, but in no event later than 11:00 A.M. 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to the Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000, (ii) whether the Loan is requested date on to be a Reference Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the initial Interest Period with respect thereto, (iii) the use of the proceeds of such proposed Loan, (iv) the proposed borrowing date, which must be a Business Day, and, with respect to the Loans initial Term Loan, must be the Effective Date, and (v) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the Administrative applicable Agent, in Dollars in funds immediately available to funds, in the Administrative Agent at Revolving Agent's Account (in the offices case of Revolving Loans) or the Administrative Agent, ’s Account (in the Loan(scase of Term Loans) to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure. (c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested date on which funds, the Loans are to be disbursed that applicable Agent will make the proceeds of such Lender will not make Loan available to the Administrative Agent Borrower on the day of the proposed Loan by causing an amount, in immediately available funds with respect to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Agents and the Lenders may act without liability upon the basis of written notice believed by the Agents (or either of them) in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Loan(sAgents (or either of them)). Each Borrower hereby waives the right to dispute any Agent's record of the terms of any such Notice of Borrowing. Each Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers until such Agent receives written notice to the contrary. The Agents and the Lenders shall have no duty to verify the authenticity of the signature appearing on any Notice of Borrowing. (b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrowers shall be bound to make a borrowing in accordance therewith. Each Revolving Loan shall be made (i) in a minimum amount of $1,000,000 and shall be in an integral multiple of $250,000 and (ii) not more than 1 time each week. (c) (i) Except as otherwise provided in this Section 2.02(c), all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Revolving Credit Commitment or the Total Term Loan Commitment, as the case may be, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Xxxxxx's obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by such Lender on such dateit by the terms of this Agreement regardless of the failure by any other Lender. (c) Notwithstanding any other provision of this Agreement, and in order to reduce the number of fund transfers among the Borrowers, the Agents and the Lenders, the Borrowers, the Agents and the Lenders agree that the Revolving Agent may (but shall not be obligated to), and the Borrowers and the Lenders hereby irrevocably authorize the Revolving Agent to, fund, on behalf of the Revolving Loan Lenders, Revolving Loans pursuant to Section 2.01, subject to the procedures for settlement set forth in Section 2.02(d); provided, however, that (A) the Revolving Agent shall in no event fund any such Revolving Loans if the Revolving Agent shall have received written notice from the Administrative Agent or the Required Revolving Loan Lenders on the Business Day prior to the date of the proposed Revolving Loan that one or more of the conditions precedent contained in Section 5.02 will not be satisfied at the time of the proposed Revolving Loan, and (B) the Revolving Agent shall not otherwise be required to determine that, or take notice whether, the conditions precedent in Section 5.02 have been satisfied. If the Administrative Borrower gives a Notice of Borrowing requesting a Revolving Loan and the Revolving Agent elects not to fund such Revolving Loan on behalf of the Revolving Loan Lenders, then promptly after receipt of the Notice of Borrowing requesting such Revolving Loan, the Revolving Agent shall notify each Revolving Loan Lender of the specifics of the requested Revolving Loan and that it will not fund the requested Revolving Loan on behalf of the Revolving Loan Lenders. If the Revolving Agent notifies the Revolving Loan Lenders that it will not fund a requested Revolving Loan on behalf of the Revolving Loan Lenders, each Revolving Loan Lender shall make its Pro Rata Share of the Revolving Loan available to the Revolving Agent, in immediately available funds, in the Revolving Agent's Account no later than 3:00 p.m. (New York City time) (provided that the Revolving Agent requests payment from such Revolving Loan Lender not later than 1:00 p.m. (New York City time)) on the date of the proposed Revolving Loan. The Revolving Agent will make the proceeds of such Revolving Loans available to the Borrowers on the day of the proposed Revolving Loan by causing an amount, in immediately available funds, equal to the proceeds of all such Revolving Loans received by the Revolving Agent in the Revolving Agent's Account or the amount funded by the Revolving Agent on behalf of the Revolving Loan Lenders to be deposited in an account designated by the Administrative Borrower. (d) If the Revolving Agent has notified the Revolving Loan Lenders that the Revolving Agent, on behalf of the Revolving Loan Lenders, will not fund a particular Revolving Loan pursuant to Section 2.02(c)(ii), the Revolving Agent may assume that each such Revolving Loan Lender has made such funds amount available to the Administrative Revolving Agent on such date in accordance with Section 1.02(b) day and the Administrative Agent Revolving Agent, in its sole discretion discretion, may, in reliance upon such assumptionbut shall not be obligated to, make available to the Borrower on such date funds in an cause a corresponding amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Borrowers on such day. If the Revolving Agent funds with respect makes such corresponding amount available to the Loan(s) requested to be made by Borrowers and such Lender on such date and the Administrative Agent shall have so corresponding amount is not in fact made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made Revolving Agent by any such Lender on behalf of such Revolving Loan Lender, the Revolving Agent shall be entitled to recover such Lender shall, corresponding amount on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by demand from such Revolving Loan Lender together with interest thereon thereon, for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower payment was due until the date such amount shall have been repaid is paid to the Administrative Agent Revolving Agent, at the applicable Interest Federal Funds Rate until (and including) the third for 3 Business Day after demand is made Days and thereafter at the Default Reference Rate. During the period in which such Revolving Loan Lender has not paid such corresponding amount to the Revolving Agent, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the amount so advanced by the Revolving Agent to the Borrowers shall, for all purposes hereof, be a Revolving Loan made by the Revolving Agent for its own account. Upon any such failure by a Revolving Loan Lender to pay the Revolving Agent, the Revolving Agent shall promptly thereafter notify the Administrative Borrower (with a copy of such notice to the Administrative Agent) of such failure and the Borrowers shall immediately pay such corresponding amount to the Revolving Agent for its own account. (de) All Nothing in this Section 2.02(c) shall be deemed to relieve any Revolving Loan Lender from its obligations to fulfill its Revolving Credit Commitment hereunder or to prejudice any rights that the Agents or the Borrowers may have against any Revolving Loan Lender as a result of any default by such Revolving Loan Lender hereunder. (i) With respect to all periods for which the Revolving Agent has funded Revolving Loans made available pursuant to Section 2.02(c), on Friday of each week, or if the applicable Friday is not a Business Day, then on the following Business Day, or such shorter period as the Revolving Agent may from time to time select (any such week or shorter period being herein called a “Settlement Period”), the Revolving Agent shall notify each Revolving Loan Lender (with a copy of such notice to the Administrative Agent Agent) of the unpaid principal amount of the Revolving Loans outstanding as of the last day of each such Settlement Period. In the event that such amount is greater than the unpaid principal amount of the Revolving Loans outstanding on the last day of the Settlement Period immediately preceding such Settlement Period (or, if there has been no preceding Settlement Period, the amount of the Revolving Loans made on the date of such Revolving Loan Lender's initial funding), each Revolving Loan Lender shall promptly (and in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent any event not later than 3:00 P.M. 2:00 p.m. (New York City time) if the Revolving Agent requests payment from such Lender not later than 12:00 noon (New York City time) on the requested date therefor, such day) make available to the Borrower Revolving Agent its Pro Rata Share of the difference in immediately available funds. In the event that such amount is less than such unpaid principal amount, the Revolving Agent shall promptly pay over to each Revolving Loan Lender its Pro Rata Share of the difference in immediately available funds. In addition, if the Revolving Agent shall so request at any time when a Default or an Event of Default shall have occurred and be continuing, or any other event shall have occurred as a result of which the Revolving Agent shall determine that it is desirable to present claims against the Borrowers for repayment, each Revolving Loan Lender shall promptly remit to the Revolving Agent or, as the case may be, the Revolving Agent shall promptly remit to each Revolving Loan Lender, sufficient funds to adjust the interests of the Revolving Loan Lenders in the then outstanding Revolving Loans to such an extent that, after giving effect to such adjustment, each such Revolving Loan Lender's interest in the then outstanding Revolving Loans will be equal to its order Pro Rata Share thereof. The obligations of the Revolving Agent and each Revolving Loan Lender under this Section 2.02(d) shall be absolute and unconditional. Each Revolving Loan Lender shall only be entitled to receive interest on its Pro Rata Share of the Revolving Loans which have been funded by wire transfer of immediately available funds such Revolving Loan Lender. (a) In the event that any Revolving Loan Lender fails to make any payment required to be made by it pursuant to Section 2.02(d)(i), the Revolving Agent shall be entitled to recover such corresponding amount on demand from such Revolving Loan Lender together with interest thereon, for each day from the date such payment was due until the date such amount is paid to the Revolving Agent, at the Federal Funds Rate for 3 Business Days and thereafter at the Reference Rate. During the period in which such Revolving Loan Lender has not paid such corresponding amount to the aggregate principal Revolving Agent, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the amount so advanced by the Revolving Agent to the Borrowers shall, for all purposes hereof, be a Revolving Loan made by the Revolving Agent for its own account. Upon any such failure by a Revolving Loan Lender to pay the Revolving Agent, the Revolving Agent shall promptly thereafter notify the Administrative Borrower (with a copy of such Loans in accordance with the payment instructions of the Borrower set forth in the letter notice to the Administrative Agent) of such failure and the Borrowers shall immediately pay such corresponding amount to the Revolving Agent (for its own account. Nothing in this Section 2.02(d)(ii) shall be deemed to relieve any Revolving Loan Lender from its obligation to fulfill its Revolving Credit Commitment hereunder or to prejudice any rights that the “Pay Proceeds Letter”) along with Agents or the Notice Borrowers may have against any Revolving Loan Lender as a result of Borrowingany default by such Revolving Loan Lender hereunder.

Making the Loans. (a) The Borrower Parent shall give the Administrative Agent prior telephone notice (immediately confirmed in writing, in substantially the “Notice form of Borrowing”) Exhibit D hereto (which notice shall be irrevocable) no a "NOTICE OF BORROWING"), not later than 11:00 A.M. 1:00 p.m. (New York City time) on the third date which is five Business Day before Days prior to the requested date for the making of the Loansproposed Loan. The Such Notice of Borrowing shall be irrevocable and shall specify (i) the requested date for the making principal amount of the requested Loansproposed Loan, which shall be a Business Day and (ii) the principal use of the proceeds of such proposed Loan, and (iii) the proposed borrowing date, which must be a Business Day. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Parent (or from any Authorized Officer thereof designated in writing purportedly from the Parent to the Administrative Agent). The Borrowers hereby waive the right to dispute the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Parent until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. Except as otherwise provided in this Section 2.02, Loans shall be made ratably by the Lenders in accordance with their respective Revolving Credit Commitments. (b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrowers shall be bound to make a borrowing in accordance therewith. Each Revolving Loan shall be made in a minimum amount of $1,000,000 and shall be in an integral multiple of $100,000. The Borrowers will be limited to one borrowing per week, subject to the other terms and conditions set forth herein. (i) Except as otherwise provided in this subsection 2.02(c), all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Revolving Credit Commitment, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to make a Loan requested hereunder, and each requested Tranche A Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender. (ii) Notwithstanding any other provision of this Agreement, and in order to reduce the number of fund transfers among the Borrowers, the Agents and the Lenders, the Borrowers, the Agents and the Lenders agree that the Administrative Agent may (but shall not be obligated to), and the Borrowers and the Lenders hereby irrevocably authorize the Administrative Agent to, fund, on behalf of the Lenders, Revolving Loans pursuant to Section 2.01, subject to the procedures for settlement set forth in subsection 2.02(d); PROVIDED, HOWEVER, that (a) the Administrative Agent shall in no event fund such Loans if the Administrative Agent shall have received written notice from the Required Lenders on the Business Day prior to the day of the proposed Loan that one or more of the conditions precedent contained in Section 5.02 will not be satisfied on the day of the proposed Loan, and (b) the Administrative Agent shall not otherwise be required to determine that, or take notice whether, the conditions precedent in Section 5.02 have been satisfied. If the Parent gives a Notice of Borrowing requesting a Revolving Loan and Tranche B Loan. Upon the Administrative Agent elects not to fund such Loan on behalf of the Lenders, then promptly after receipt of the Notice of BorrowingBorrowing requesting such Loan, the Administrative Agent shall promptly notify each Lender of the contents thereof and specifics of the principal amount of each requested Loan to be made by such Lender on and that it will not fund the requested date specified therein. (b) Not later than 11:00 A.M. (New York City time) Loan on behalf of the Lenders. If the Administrative Agent notifies the Lenders that it will not fund a requested date Revolving Loan on which behalf of the Loans are to be disbursedLenders, each Lender shall make its Pro Rata Share of the Loan available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent funds, at the offices of the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure. (c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. Payment Office no later than 3:00 p.m. (New York City time) (provided that the Administrative Agent requests payment from such Lender not later than 2:00 p.m.) on the requested date on which of the proposed Loan. The Administrative Agent will make the proceeds of such Loans are to be disbursed that such Lender will not make available to the Borrowers on the day of the proposed Loan by causing an amount, in immediately available funds, equal to the proceeds of all such Loans received by the Administrative Agent funds with respect to at the Loan(s) requested Payment Office or the amount funded by the Administrative Agent on behalf of the Lenders to be made deposited in an account designated by such Lender the Parent. (iii) If the Administrative Agent has notified the Lenders that the Administrative Agent, on such datebehalf of the Lenders, will fund a particular Loan pursuant to subsection 2.02(c)(ii), the Administrative Agent may assume that such Lender has made such funds amount available to the Administrative Agent on such date in accordance with Section 1.02(b) day and the Administrative Agent Agent, in its sole discretion discretion, may, in reliance upon such assumptionbut shall not be obligated to, make cause a corresponding amount to be made available to the Borrower Borrowers on such date funds in an day. If the Administrative Agent makes such corresponding amount equal available to the principal Borrowers and such corresponding amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall is not have so in fact made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and Lender, the Administrative Agent shall have so made available be entitled to the Borrower funds in an recover such corresponding amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by demand from such Lender together with interest thereon thereon, for each day from the date such funds shall have been payment was due until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for three Business Days and thereafter at the Reference Rate. During the period in which such Lender has not paid such corresponding amount to the Administrative Agent, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the amount so made available advanced by the Administrative Agent to the Borrower until Borrowers shall, for all purposes hereof, be a Revolving Loan made by the date Administrative Agent for its own account. Upon any such failure by a Lender to pay the Administrative Agent, the Administrative Agent shall promptly thereafter notify the Parent of such failure and the Borrowers shall immediately pay such corresponding amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Ratefor its own account. (div) All Nothing in this subsection 2.02(c) shall be deemed to relieve any Lender from its obligations to fulfill its Revolving Credit Commitments hereunder or to prejudice any rights that the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunder. (i) With respect to all periods for which the Administrative Agent has funded Loans pursuant to subsection 2.02(c), on Friday of each week, or if the applicable Friday is not a Business Day, then on the following Business Day, or such shorter period as the Administrative Agent may from time to time select (any such week or shorter period being herein called a "SETTLEMENT PERIOD"), the Administrative Agent shall notify each Lender of the unpaid principal amount of the Revolving Loans outstanding as of the last day of each such Settlement Period. In the event that such amount is greater than the unpaid principal amount of the Revolving Loans outstanding on the last day of the Settlement Period immediately preceding such Settlement Period (or, if there has been no preceding Settlement Period, the amount of the Revolving Loans made on the date of such Lender's initial funding), each Lender shall promptly (and in any event not later than 2:00 p.m. if the Administrative Agent requests payment from such Lender not later than 12:00 noon on such day) make available to the Administrative Agent its Pro Rata Share of the difference in accordance with Section 1.02(b) shall be disbursed by immediately available funds. In the event that such amount is less than such unpaid principal amount, the Administrative Agent not later than 3:00 P.M. (New York City time) on shall promptly pay over to each Lender its Pro Rata Share of the requested date therefor, to the Borrower or to its order by wire transfer of difference in immediately available funds in funds. In addition, if the aggregate principal amount Administrative Agent shall so request at any time when a Default or an Event of such Loans in accordance with Default shall have occurred and be continuing, or any other event shall have occurred as a result of which the payment instructions of Administrative Agent shall determine that it is desirable to present claims against the Borrower set forth in the letter Borrowers for repayment, each Lender shall promptly remit to the Administrative Agent (or, as the “Pay Proceeds Letter”) along with case may be, the Notice Administrative Agent shall promptly remit to each Lender, sufficient funds to adjust the interests of Borrowing.the Lenders in the then outstanding Revolving Loans to such an extent that, after giving effect to such adjustment, each Lender's interest in the then outstanding Revolving Loans will be equal to its Pro Rata Share thereof. The obligations of the Administrative Agent and each Lender under this subsection 2.02

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent written notice in substantially the form of Exhibit C hereto (the a “Notice of Borrowing”) (which notice shall be irrevocable) no )), not later than 11:00 A.M. 12:00 noon (New York City time) on the third date which is three (3) Business Day before Days (or, in the requested case of any Delayed Draw Term Loan, fifteen (15) Business Days) prior to the date for the making of the Loansproposed Loan (or such shorter period as the Origination Agent and the Administrative Agent are willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan). The Such Notice of Borrowing shall be irrevocable and shall specify (i) the requested date for the making principal amount of the requested Loansproposed Loan, which shall be a Business Day and (ii) the principal amount use of each the proceeds of such proposed Loan, (iii) whether the Loan is requested Tranche A to be a Reference Rate Loan or a LIBOR Rate Loan and Tranche B in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the proposed borrowing date, which must be a Business Day, and, with respect to the Effective Date Term Loan, must be the Effective Date, and (v) the wire instructions for the account or accounts to which the proposed Loan funds should be transferred. The Administrative Agent and the Lenders may act without liability upon the basis of written notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. Upon its receipt of the a Notice of Borrowing, the Administrative Agent shall promptly notify each Lender, and thereafter each Lender of shall make the contents thereof and of the principal amount of each its applicable Term Loan Commitment available to be made by such Lender on the requested date specified therein. (b) Not Administrative Agent in immediately available funds no later than 11:00 A.M. 1:00 p.m. (New York City time) on the date of the proposed Loan. Upon receipt of all Loan funds, the Administrative Agent shall promptly transfer such funds to the Administrative Borrower by wire transfer in immediately available funds to the account or accounts designated in the Notice of Borrowing. (b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrowers shall be bound to make a borrowing in accordance therewith. Each Delayed Draw Term Loan shall be made in a minimum amount of $5,000,000 and shall be in an integral multiple of $500,000. (c) Except as otherwise provided in this Section 2.02(c), all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Effective Date Pro Rata Shares of the Total Effective Date Term Loan Commitment and Delayed Draw Pro Rata Shares of the Total Delayed Draw Term Loan Commitment, as applicable, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligations to make a Loan requested date on which hereunder, nor shall the Loans are Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s obligation to be disbursedmake a Loan requested hereunder, and each Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure obligated to make any Loan the Loans required to be made by it on by the requested date therefor shall not relieve terms of this Agreement regardless of the failure by any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureLender. (c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate. (d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.

Making the Loans. (a) The Borrower shall give the Administrative Agent notice (the “Notice of Borrowing”) (which notice Each Loan shall be irrevocable) no made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day before prior to the requested date for the making of the proposed Loan in the case of a Loan consisting of LIBO Rate Loans, or the first Business Day prior to the date of the proposed Loan in the case of a Loan consisting of Base Rate Loans, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telecopier. The Notice Each such notice of Borrowing a Loan (a "Draw Request") shall specify be by telecopier ------------ substantially in the form of Exhibit B, specifying therein (i) the requested date for the making of the requested Loans, such Loan (which shall be a Business Day and Day); (ii) the portion of such Loan which will be made as a Base Rate Loan and the portion of such Loan which will be made as a LIBO Rate Loan; (iii) the requested aggregate principal amount of each requested Tranche A such Loan; (iv) the account to which the proceeds of such Loan and Tranche B shall be paid; and (v) the initial Interest Periods applicable to any such Loan which will be made as a LIBO Rate Loan. Upon receipt Each Draw Request shall be accompanied by such additional documents as may be required by Article VIII and Article IX. Each Lender shall, upon fulfillment of the Notice of Borrowingapplicable conditions set forth in Articles VIII and IX, the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified therein. (b) Not later than before 11:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursedof such Loan, each Lender shall make available to for the Administrative Agent, in Dollars in funds immediately available account of its Applicable Lending Office to the Administrative Agent at the offices Administrative Agent's Office, in same-day funds, such Lender's Loan (determined by multiplying the amount of the Borrowing by such Lender's Commitment Percentage). After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Articles VIII and IX, the Loan(s) to be made by Administrative Agent will wire transfer same-day funds in the aggregate principal amount of such Lender on such date. Any Lender’s failure to make any Loan to such account as the Borrower shall have specified in its Draw Request. If the Administrative Agent shall receive such funds and if such applicable conditions shall be made by it fulfilled prior to 11:00 A.M. (New York Time) on the requested date therefor of any proposed Loan, the Administrative Agent shall not relieve commence the wire transfer (or direct its bank to commence the wire transfer) of such funds to such account by 1:00 P.M. (New York Time). (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the aggregate principal amount of any other Lender Borrowing comprised of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender LIBO Rate Loans shall not be liable for such failureless than $5,000,000 and (ii) the Borrower may not request LIBO Rate Loans if the obligation of the Lenders to make LIBO Rate Loans shall then be suspended pursuant to Section 2.5 or 4.1. (c) Each Draw Request shall be irrevocable and binding on the Bor rower. (d) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed of any Borrowing that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on Lender's portion of such dateBorrowing, the Administrative Agent may assume that such Lender has made such funds portion available to the Administrative Agent on the date of such date Loan in accordance with subsection (a) of this Section 1.02(b) 2.2 and the Administrative Agent in may, at its sole discretion mayoption, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lendera corresponding amount. If and to the extent that such Lender shall not have so made such portion available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such LenderAgent, such Lender shall, on demand, pay and the Borrower severally will repay to the Administrative Agent funds in an forthwith on demand such corresponding amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon thereon, for each day from the date such funds shall have been so amount is made available by the Administrative Agent to the Borrower until the date such amount shall have been is repaid to the Administrative Agent Agent, at (i) in the case of the Borrower, the interest rate applicable at the applicable Interest Rate until time to Loans comprising such Borrowing and (and includingii) in the third Business Day after demand is made and thereafter at case of such Lender, the Default Federal Funds Rate. (d) All Loans made available . If such Lender shall repay to the Administrative Agent in accordance with Section 1.02(bsuch corresponding amount, such amount so repaid shall constitute a Loan by such Lender for purposes of this Agreement. (e) The failure of any Lender to make the Loan to be made by it shall be disbursed by not relieve any other Lender of its obligation, if any, hereunder to make its Loan hereunder, but neither the Administrative Agent not later than 3:00 P.M. (New York City time) on nor any Lender shall be responsible for the requested date therefor, failure of any other Lender to make the Borrower or Loan to its order be made by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowingother Lender.

Making the Loans. (a) The With respect to each Loan other than Loans outstanding pursuant to Section 2.01(a), the Borrower shall give the Administrative Agent prior telephonic notice (immediately confirmed in writing, in substantially the “form of Exhibit B hereto (a "Notice of Borrowing”) (which notice shall be irrevocable) no "), not later than 11:00 A.M. 12:00 noon (New York City time) on the third Business Day before the requested borrowing date for the making of the Loansproposed Loan). The Such Notice of Borrowing shall be irrevocable and shall specify (i) the requested date for the making principal amount of the proposed Loan, (ii) in the case of any additional Loans requested Loanson the Closing Date, whether such Loan is requested to be a Revolving Loan or the Term Loan, (iii) the use of the proceeds of such proposed Loan, and (iv) the proposed borrowing date, which shall must be a Business Day Day, and, with respect to the Term Loan, must be the Closing Date. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Borrower (or from any Responsible Officer thereof designated in writing purportedly from the Borrower to the Administrative Agent). The Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Responsible Officer's authority to request a Loan on behalf of the Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. (b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrower shall be bound to make a borrowing in accordance therewith. Each Revolving Loan shall be made in a minimum amount of $50,000 and shall be in an integral multiple of $1,000. (i) Except as otherwise provided in this Section 2.02(c), all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Revolving Credit Commitment and the Total Term Loan Commitment, as the case may be, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender. (ii) Notwithstanding any other provision of this Agreement, and in order to reduce the principal amount number of each requested Tranche A fund transfers among the Borrower, the Agents and the Lenders, the Borrower, the Agents and the Lenders agree that the Administrative Agent may (but shall not be obligated to), and the Borrower and the Lenders hereby irrevocably authorize the Administrative Agent to, fund, on behalf of the Lenders with a Revolving Credit Commitment, Revolving Loans pursuant to Section 2.01, subject to the procedures for settlement set forth in Section 2.02(d); provided, however, that (a) the Administrative Agent shall in no event fund any such Revolving Loans if the Administrative Agent shall have received written notice from the Collateral Agent or the Required Lenders prior to the time of the proposed Revolving Loan that one or more of the conditions precedent contained in Article V will not be satisfied at the time of the proposed Revolving Loan, and (b) the Administrative Agent shall not otherwise be required to determine that, or take notice whether, the conditions precedent in Article V have been satisfied. If the Borrower gives a Notice of Borrowing requesting a Revolving Loan and Tranche B Loan. Upon the Administrative Agent elects not to fund such Revolving Loan on behalf of the Revolving Loan Lenders, then promptly after receipt of the Notice of BorrowingBorrowing requesting such Revolving Loan, the Administrative Agent shall promptly notify each Revolving Loan Lender of the contents thereof and specifics of the principal amount of each requested Revolving Loan to be made by such Lender on and that it will not fund the requested date specified therein. (b) Not Revolving Loan on behalf of the Revolving Loan Lenders. If the Administrative Agent notifies the Revolving Loan Lenders that it will not fund a requested Revolving Loan on behalf of such Revolving Loan Lenders, each Revolving Loan Lender shall make its Pro Rata Share of the Revolving Loan available to the Administrative Agent, in immediately available funds, at the Payment Office no later than 11:00 A.M. 3:00 p.m. (New York City time) (provided that the Administrative Agent requests payment from such Revolving Loan Lender not later than 1:00 p.m. (New York City time) on such day) on the requested date of the proposed Revolving Loan. The Administrative Agent will make the proceeds of such Revolving Loans available to the Borrower on which the day of the proposed Revolving Loan by causing an amount, in immediately available funds, equal to the proceeds of all such Revolving Loans are received by the Administrative Agent at the Payment Office or the amount funded by the Administrative Agent on behalf of the Revolving Loan Lenders to be disburseddeposited in an account designated by the Borrower. (iii) If the Administrative Agent has notified the Revolving Loan Lenders that the Administrative Agent, on behalf of such Revolving Loan Lenders, will fund a particular Revolving Loan pursuant to Section 2.02(c)(ii), the Administrative Agent may assume that each such Revolving Loan Lender has made such amount available to the Administrative Agent on such day and the Administrative Agent, in its sole discretion, may, but shall make not be obligated to, cause a corresponding amount to be made available to the Borrower on such day. If the Administrative Agent makes such corresponding amount available to the Borrower and such corresponding amount is not in fact made available to the Administrative Agent by any such Revolving Loan Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Revolving Loan Lender together with interest thereon, for each day from the date such payment was due until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the Reference Rate. During the period in Dollars in funds immediately available which such Revolving Loan Lender has not paid such corresponding amount to the Administrative Agent, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the amount so advanced by the Administrative Agent at to the offices of Borrower shall, for all purposes hereof, be a Revolving Loan made by the Administrative Agent for its own account. Upon any such failure by a Revolving Loan Lender to pay the Administrative Agent, the Loan(s) Administrative Agent shall promptly thereafter notify the Borrower of such failure and the Borrower shall immediately pay such corresponding amount to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of Administrative Agent for its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureown account. (civ) Unless othing in this Section 2.02(c) shall be deemed to relieve any Revolving Loan Lender from its obligations to fulfill its Revolving Credit Commitment hereunder or to prejudice any rights that the Administrative Agent or the Borrower may have against any Revolving Loan Lender as a result of any default by such Revolving Loan Lender hereunder. (i) With respect to all periods for which the Administrative Agent has funded Revolving Loans pursuant to Section 2.02(c), on Friday of each week, or if the applicable Friday is not a Business Day, then on the following Business Day, or such shorter period as the Administrative Agent may from time to time select (any such week or shorter period being herein called a "Settlement Period"), the Administrative Agent shall have received notice notify each Revolving Loan Lender of the unpaid principal amount of the Revolving Loans outstanding as of the last day of each such Settlement Period. In the event that such amount is greater than the unpaid principal amount of the Revolving Loans outstanding on the last day of the Settlement Period immediately preceding such Settlement Period (or, if there has been no preceding Settlement Period, the amount of the Revolving Loans made on the date of such Revolving Loan Lender's initial funding), each Revolving Loan Lender shall promptly (and in any event not later than 2:00 p.m. (New York City time) if the Administrative Agent requests payment from a such Lender prior to 10:00 A.M. not later than 12:00 noon (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not day) make available to the Administrative Agent funds with respect to its Pro Rata Share of the Loan(s) requested to be made by difference in immediately available funds. In the event that such Lender on amount is less than such dateunpaid principal amount, the Administrative Agent may assume shall promptly pay over to each Revolving Loan Lender its Pro Rata Share of the difference in immediately available funds. In addition, if the Administrative Agent shall so request at any time when a Potential Default or an Event of Default shall have occurred and be continuing, or any other event shall have occurred as a result of which the Administrative Agent shall determine that such it is desirable to present claims against the Borrower for repayment, each Revolving Loan Lender has made such funds available shall promptly remit to the Administrative Agent on such date in accordance with Section 1.02(b) and or, as the Administrative Agent in its sole discretion maycase may be, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available promptly remit to each Revolving Loan Lender, sufficient funds to adjust the Borrower funds in an amount equal to the principal amount interests of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate. (d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds Revolving Loan Lenders in the aggregate principal amount of then outstanding Revolving Loans to such Loans in accordance with the payment instructions of the Borrower set forth in the letter an extent that, after giving effect to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.such

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior telephonic notice (immediately confirmed in writing, in substantially the “form of Exhibit D hereto (a "Notice of Borrowing”")), (x) (which notice shall be irrevocable) no in the case of a borrowing consisting of a Reference Rate Loan, not later than 11:00 A.M. 12:00 noon (New York City time) on the third date which is one (1) Business Day before prior to the requested date for the making of the Loans. The Notice of Borrowing shall specify proposed Loan (i) or such shorter period as the requested date for the making of the requested LoansAgent is willing to accommodate from time to time), which shall be a Business Day and (iiy) in the principal amount case of each requested Tranche A Loan and Tranche B a borrowing consisting of a LIBOR Rate Loan. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified therein. (b) Not not later than 11:00 A.M. 12:00 noon (New York City time) on the requested date on which the Loans are to be disbursed, each Lender shall make available is three (3) Business Days prior to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices date of the Administrative Agent, proposed Loan (or such shorter period as the Loan(sAgent is willing to accommodate from time to time). Such Notice of Borrowing shall be irrevocable and shall specify (i) to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure. (c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(sproposed Loan, (ii) whether such Loan is requested to be made by a Revolving Loan or the Term Loan A, (iii) whether such Lender on behalf Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such Lender. If proposed Loan, and to (v) the extent such Lender shall not have so made available to the Administrative Agent funds proposed borrowing date, which must be a Business Day, and, with respect to the Loan(s) requested Term Loan A, must be the Effective Date. The Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Agent in good faith to be made by such Lender on such date and from the Administrative Agent shall have so made available Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Agent). Each Borrower funds in an amount equal hereby waives the right to dispute the principal amount Agent's record of the Loan(s) terms of any such telephonic Notice of Borrowing. The Agent and each Lender shall be entitled to be made by such Lender rely conclusively on any Authorized Officer's authority to request a Loan on behalf of such Lender, such Lender shall, on demand, pay the Borrowers until the Agent receives written notice to the Administrative contrary. The Agent funds in an amount equal and the Lenders shall have no duty to verify the principal amount authenticity of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate. (d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) signature appearing on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the any written Notice of Borrowing.

Making the Loans. (a) The (%3) Each Loan shall be made on notice given no later than 5:00 p.m. on the Business Day immediately preceding the Closing Date by Borrower and Guarantor to Administrative Agent, who shall give the Administrative Agent to each applicable Lender prompt notice thereof. (i) Such notice (the a “Notice of Borrowing”) (which notice shall be irrevocable) no later than 11:00 A.M. irrevocable and shall be in writing in substantially the form of Exhibit A, signed by Borrower and Guarantor, specifying therein (New York City time) on the third Business Day before the requested date for the making of the Loans. The Notice of Borrowing shall specify (ix) the requested date for the making of the requested Loans, (y) the amount of such Loans, and (z) the account to which such Loans shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified thereinmade. (b) Not later than 11:00 A.M. (New York City time) Each Lender shall, before 12:00 p.m. on the requested date on which the Loans are to be disbursedClosing Date, each Lender shall make available for the account of its Lending Office to Administrative Agent (to an account designated by Administrative Agent), in immediately available funds, such Lender’s Applicable Percentage for the Facility of such Loan. After Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Section 3.01, Administrative Agent will make such funds as it has received available to Borrower by depositing such funds into the account specified in the applicable Notice of Borrowing prior to 2:00 p.m. on the Closing Date; provided, however, that Administrative Agent may net any Loan due to Borrower against any interest payment or other amount payable by Borrower hereunder to the Administrative Agent, extent that Borrower has received prior written notice (including as a result of a customary funds flow) of such amounts being set-off and has the ability to adjust the amount of Loans specified in Dollars in funds immediately available to the Administrative Agent at the offices applicable Notice of the Administrative Agent, the Loan(s) to be made by such Borrowing. The failure of any Lender on such date. Any Lender’s failure to make any its Applicable Percentage of such Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make its Applicable Percentage of such Loan on the date of such borrowing, provided that no Lender shall be responsible for the failure of any Loan to be made by such other Lender on to make its Applicable Percentage of such date, but such other Lender shall not be liable for such failure. (c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) Loan on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rateany Loan. (d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent written notice in the form of Exhibit B hereto (the a “Notice of Borrowing”) (which notice shall be irrevocable) no )), not later than 11:00 A.M. 12:00 noon (New York City time) on the third date which is three (3) Business Days prior to the date of the proposed Loan (in the case of a SOFR Loan), or not later than 12:00 noon (New York time) on the date which is one (1) Business Day before prior to the requested date for the making of the Loansproposed Loan (in the case of a Reference Rate Loan). The Such Notice of Borrowing shall be irrevocable and shall specify (i) the requested date for the making principal amount and type of the requested Loansproposed Loan, (ii) the proposed borrowing date, which must be a Business Day, and, with respect to the Initial Term Loan, must be the Effective Date, (iii) whether the proposed Loan is to be a Reference Rate Loan or a SOFR Loan, (iv) in the case of a SOFR Loan, the initial Interest Period to be applicable thereto, which shall be a Business Day period contemplated by the definition of the term “Interest Period” and (v) the wiring information of the account of the Borrowers to which the proceeds of such Loan are to be disbursed. The Administrative Agent and the Lenders may act without liability upon the basis of email or facsimile notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. (b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrowers shall be bound to make a borrowing in accordance therewith. The Borrowers shall have no more than seven (7) SOFR Loans in effect at any given time. #97100791v3 (i) Except as otherwise provided in this subsection 2.02(c), all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Initial Term Loan Commitment, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Xxxxxx’s obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender. (ii) Following the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the a Notice of Borrowing, the Administrative Agent shall promptly notify each applicable Lender of the contents thereof and specifics of the principal amount of each Loan to be made by such Lender on the requested date specified therein. (b) Not later than 11:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed, each Loan. Each applicable Lender shall make its Pro Rata Share of the applicable Loan available to the Administrative Agent, in Dollars immediately available funds, to the Administrative Agent’s account no later than 1:00 p.m. (New York time) on the date of the proposed Loan. Upon satisfaction of the applicable conditions set forth in funds immediately Section 5.02 (or, if such borrowing is a borrowing of Initial Loans, Sections 5.01 and 5.02) and receipt of all of the proceeds of the applicable Loan, the Administrative Agent will make the proceeds of such Loans received by it available to the Borrowers on the day of the proposed Loan by causing an amount, in immediately available funds, equal to the proceeds of all such Loans received by the Administrative Agent at the offices of in the Administrative Agent, the Loan(s) ’s Account to be made deposited in the account designated by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender Administrative Borrower in the applicable Notice of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureBorrowing. (ciii) Unless the Administrative Agent shall have received written notice from a Lender prior to 10:00 A.M. (New York City time) 12:00 p.m. on the requested proposed date on which the Loans are to be disbursed of any borrowing that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on Xxxxxx’s share of such dateborrowing, the Administrative Agent may assume that such each applicable Lender has made such funds the amount of its Loan available to the Administrative Agent on such date in accordance with Section 1.02(b) the applicable borrowing day and the Administrative Agent Agent, in its sole discretion discretion, may, in reliance upon such assumptionbut shall not be obligated to, make cause a corresponding amount to be made available to the Borrower Borrowers on such date funds in an day. If the Administrative Agent makes such corresponding amount equal available to the principal Borrowers and such corresponding amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall is not have so in fact made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by any such Lender on such date and Lender, the Administrative Agent shall have so made available be entitled to the Borrower funds in an recover such corresponding amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by demand from such Lender together with interest thereon thereon, for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower payment was due until the date such amount is paid to the Administrative Agent, at the Federal Funds Effective Rate for three (3) Business Days and thereafter at the Reference Rate. Upon any such failure by a Lender to pay the Administrative Agent, the Administrative Agent shall have been repaid promptly thereafter notify the Administrative Borrower of such failure and the Borrowers shall promptly pay such corresponding amount to the Administrative Agent at the applicable Interest Rate until for its own account. (and includingiv) the third Business Day after demand is made and thereafter at the Default RateNothing in this subsection 2.02(c) shall be deemed to relieve any Lender from its obligations to fulfill its Commitments hereunder. (d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing[Reserved].