Common use of Making the Loans Clause in Contracts

Making the Loans. (a) Except as otherwise provided in Section 2.03(c), each Borrowing shall be made on notice, given not later than (x) noon (New York City time) on the third Business Day (in the case of the proposed Borrowing to be made on the Closing Date, 9:00 A.M. (New York City time) one Business Day (or such shorter period as is approved by the Agent)) prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurocurrency Rate Loans or (y) noon (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 Appropriate Lender prompt notice thereof by fax or e-mail. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or fax in substantially the form of Exhibit B hereto (or in such other form as may be acceptable to the Agent), specifying therein the requested (i) date and Facility 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 Eurocurrency Rate Loans, initial Interest Period. Each Appropriate Lender shall (1) before noon (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Eurocurrency Rate Loans and (2) before 2:00 P.M. (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Base Rate Loans, make available for the account of its Applicable Lending Office to the Agent at the applicable Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent’s address referred to in Section 9.02 or at the applicable Payment Office, as the case may be. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurocurrency Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than the Borrowing Minimum or if the obligation of the Lenders to make Eurocurrency Rate Loans shall then be suspended pursuant to Section 2.08 or 2.12, and (ii) the Eurocurrency Rate Loans may not be outstanding as part of more than six separate Term Borrowings and ten separate Revolving Credit Borrowings. (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurocurrency Rate Loans, the Borrower shall indemnify each Appropriate 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 herein, including any loss (including loss of margin), 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. (d) Unless the Agent shall have received notice from an Appropriate Lender prior to the time of any Borrowing that such Lender will not make available to the Agent such Lender’s ratable portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the higher of (A) the interest rate applicable at the time to the Loans comprising such Borrowing and (B) the cost of funds incurred by the Agent in respect of such amount and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall 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. (e) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 9.04(c) are several and not joint. The failure of any Appropriate Lender to make any Loan or to make any payment under Section 9.04(c) on any date required hereunder shall not relieve any other Appropriate Lender of its corresponding obligation to do so on such date and no Lender shall be responsible for the failure of any other Lender to make its Loan or to make its payment under Section 9.04(c).

Making the Loans. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing shall be made on notice, given not later than (x) noon (New York City time) on the third Business Day (in the case of the proposed Borrowing to be made on the Closing Date, 9:00 A.M. (New York City time) one Business Day (or such shorter period as is approved by the Agent)) prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurocurrency Rate Loans or (y) noon (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 Appropriate Lender prompt notice thereof by fax or e-mail. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or fax in substantially the form of Exhibit B hereto (or in such other form as may be acceptable to the Agent), specifying therein the requested (i) date and Facility 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 Eurocurrency Rate Loans, initial Interest Period. Each Appropriate Lender shall (1) before noon (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Eurocurrency Rate Loans and (2) before 2:00 P.M. (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Base Rate Loans, make available for the account of its Applicable Lending Office to the Agent at the applicable Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent’s address referred to in Section 9.02 or at the applicable Payment Office, as the case may be.. Notwithstanding any other provision contained herein to the contrary, the last day of each Interest Period in effect with respect to each B Term Loan outstanding immediately prior to (x) the First Amendment Effective Date shall be deemed to be the First Amendment Effective Date, and on the First Amendment Effective Date, the Borrower shall pay interest on the unpaid principal amount of each B Term Loan that is accrued and unpaid through but excluding the First Amendment Effective Date at the rate per annum applicable to such Interest Period under Section 2.07(a)(i) or 2.07(a)(ii), as applicable, and (y) the Second Amendment Restatement Date shall be deemed to be the Second Amendment Restatement Date, and on the Second Amendment Restatement Date, the Borrower shall pay interest on the unpaid principal amount of each B Term Loan that is accrued and unpaid through but excluding the Second Amendment Restatement Date at the rate per annum applicable to such Interest Period under Section 2.07(a)(i) or 2.07(a)(ii), as applicable. Each B Term Loan outstanding as of (A) the First Amendment Effective Date will be deemed continued on the First Amendment Effective Date as a B Term Loan with an initial Interest Period as set forth on the notice of continuation attached as Exhibit A to the First Amendment and (B) the Second Amendment Restatement Date will be deemed continued on the Second Amendment Restatement Date as a B Term Loan with an initial Interest Period as set forth on the notice of continuation attached as Exhibit A to the Second Amendment. Notwithstanding any other provision contained herein to the contrary, the last day of each Interest Period in effect with respect to each A3 Term Loan and A5 Term Loan outstanding immediately prior to the Second Amendment Restatement Date shall be deemed to be the Second Amendment Restatement Date, and on the Second Amendment Restatement Date, the Borrower shall pay interest on the unpaid principal amount of each A3 Term Loan and A5 Term Loan that is accrued and unpaid through but excluding the Second Amendment Restatement Date at the rate per annum applicable to such Interest Period under Section 2.07(a)(i) or 2.07(a)(ii), as applicable. Each A3 Term Loan or A5 Term Loan outstanding as of the Second Amendment Restatement Date will be deemed continued on the Second Amendment Restatement Date as an A3 Term Loan or A5 Term Loan, as applicable, with an initial Interest Period as set forth on the notice of continuation attached as Exhibit A to the Second Amendment. [[NYCORP:3664832v12::08/15/2017--08:07 PM]] (ba) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurocurrency Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than the Borrowing Minimum or if the obligation of the Lenders to make Eurocurrency Rate Loans shall then be suspended pursuant to Section 2.08 or 2.12, and (ii) the Eurocurrency Rate Loans may not be outstanding as part of more than six separate Term Borrowings and ten separate Revolving Credit Borrowings. (cb) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurocurrency Rate Loans, the Borrower shall indemnify each Appropriate 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 herein, including any loss (including loss of margin), 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. (dc) Unless the Agent shall have received notice from an Appropriate Lender prior to the time of any Borrowing that such Lender will not make available to the Agent such Lender’s ratable portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the higher of (A) the interest rate applicable at the time to the Loans comprising such Borrowing and (B) the cost of funds incurred by the Agent in respect of such amount and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall 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. (ed) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 9.04(c) are several and not joint. The failure of any Appropriate Lender to make any Loan or to make any payment under Section 9.04(c) on any date required hereunder shall not relieve any other Appropriate Lender of its corresponding obligation to do so on such date and no Lender shall be responsible for the failure of any other Lender to make its Loan or to make its payment under Section 9.04(c).

Making the Loans. (a) Except as otherwise provided in Section 2.03(c), each Each Term Loan Borrowing (other than with respect to the initial Borrowing made hereunder) shall be made on notice, given by the Borrower to Administrative Agent not later than (x) noon 11:00 a.m. (New York City time) on the third at least two (2) Business Day (in the case of the proposed Borrowing to be made on the Closing Date, 9:00 A.M. (New York City time) one Business Day (or such shorter period as is approved by the Agent)) Days prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurocurrency Rate Loans or (y) noon (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 Appropriate Lender prompt notice thereof by fax or e-mailTerm Loan Borrowing. Each such notice of a Borrowing (a “"Notice of Borrowing”") shall be by telephone, confirmed immediately in writing, or fax in substantially the form of Exhibit B hereto (or in such other form as may be acceptable to the Agent)D, specifying therein the requested which Notice of Borrowing shall specify (i) the date and Facility of such the requested Borrowing, (ii) Type of Loans comprising such Borrowing, (iii) aggregate the amount of such Borrowing, and (iviii) in the case of a Borrowing consisting of Eurocurrency Rate Loans, initial Interest Period. Each Appropriate Lender shall (1) before noon (New York City time) on Permitted Expenditures to be paid with the date of such Borrowing, in the case of a Borrowing consisting of Eurocurrency Rate Loans and (2) before 2:00 P.M. (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Base Rate Loans, make available for the account of its Applicable Lending Office to the Agent at the applicable Agent’s Account, in same day funds, such Lender’s ratable portion proceeds of such Borrowing. After In connection with submission of a Notice of Borrowing, the Agent’s receipt of such funds and upon fulfillment of Borrower may request one or more modifications to an Approved Budget, provided that the applicable conditions Permitted Expenditures set forth in Article IIIsuch Approved Budget may be adjusted by (x) an amount equal to 10% of such Permitted Expenditures in the aggregate (the "Maximum Aggregate Adjustment Amount") (provided that no single line item for Permitted Expenditures in the Approved Budget may be adjusted by an amount in excess of 50% of the Maximum Aggregate Adjustment Amount (the Maximum Line Item Adjusted Amount)), plus (y) the Agent will make such funds available to amount by which the Borrower at actual cash revenues, including user terminal and other receipts, exceed the Agent’s address referred to forecasted cash revenue set forth in Section 9.02 or at the applicable Payment OfficeApproved Budget, as without the case may bewritten consent of the Required Lenders. (b) Anything Each Term Loan Borrowing shall be in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurocurrency Rate Loans for any Borrowing if the an aggregate amount of such the lesser of $2,000,000 and the remaining Aggregate Commitment and no more than one Term Loan Borrowing is less than the Borrowing Minimum or if the obligation of the Lenders to make Eurocurrency Rate shall be made during any 15 day period; provided, however, that any Interim Loans shall then be suspended pursuant to Section 2.08 or 2.12, and (ii) an Interim Financing Order shall be limited to $4,000,000 in the Eurocurrency Rate Loans may not be outstanding as part of more than six separate Term Borrowings and ten separate Revolving Credit Borrowingsaggregate. (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurocurrency Rate Loans, the Borrower shall indemnify each Appropriate 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 herein, including any loss (including loss of margin), 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. (d) Unless the Agent shall have received notice from an Appropriate Lender prior to the time of any Borrowing that such Lender will not make available to the Agent such Lender’s ratable portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the higher of (A) the interest rate applicable at the time to the Loans comprising such Borrowing and (B) the cost of funds incurred by the Agent in respect of such amount and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall 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. (e) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 9.04(c) are several and not joint. The failure of any Appropriate Lender to make any Loan or to make any payment under Section 9.04(c) on any date required hereunder shall not relieve any other Appropriate Lender of its corresponding obligation to do so on such date and no Lender shall be responsible for the failure of any other Lender to make its Loan or to make its payment under Section 9.04(c).

Making the Loans. (a) Except as otherwise provided in Section 2.03(c), each Borrowing shall be made on notice, given not later than (x) noon 11:00 A.M. (New York City time) on the third Business Day (in the case of the proposed Borrowing to be made on the Closing Date, 9:00 A.M. (New York City time) one Business Day (or such shorter period as is approved by the Agent)) prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurocurrency Eurodollar Rate Loans or (y) noon 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 Appropriate applicable Lender prompt notice thereof by fax telecopier or e-mailany other electronic means agreed to by the Agent. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately promptly in writing, or fax by telecopier (or any other electronic means agreed to by the Agent), in substantially the form of Exhibit B hereto (or in such other form as may be acceptable to the Agent)hereto, specifying therein the requested (i) date and Facility of such Borrowing, (ii) Type of Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, Borrowing and (iv) in the case of a Borrowing consisting of Eurocurrency Eurodollar Rate Loans, the initial Interest PeriodPeriod for each such Loan. Each Appropriate applicable Lender shall (1) shall, before noon (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Eurocurrency Rate Loans and (2) before 2:00 1:00 P.M. (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Base Rate Loans, make available for the account of its Applicable Lending Office to the Agent at the applicable Agent’s Account, in same day funds, such Lender’s ratable portion 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 Borrower at the Agent’s address referred to in Section 9.02 or at the applicable Payment Office, as the case may be9.02(a). (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurocurrency Eurodollar Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than the Borrowing Minimum $10,000,000 or if the obligation of the Lenders to make Eurocurrency Eurodollar Rate Loans shall then be suspended pursuant to Section 2.08 or 2.12, 2.12 and (ii) the Eurocurrency Eurodollar Rate Loans may not be outstanding as part of more than six eighteen separate Term Borrowings and ten separate Revolving Credit Borrowings. (c) Each Notice of Borrowing shall be irrevocable and binding on the BorrowerBorrower delivering such notice. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurocurrency Eurodollar Rate Loans, the Borrower shall indemnify each Appropriate 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 hereinin Article III, including including, without limitation, any loss (including excluding loss of marginanticipated 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. (d) Unless the Agent shall have received notice from an Appropriate a Lender prior to the time of any Borrowing that such Lender will not make available to the Agent such Lender’s ratable portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 2.02, as applicable, and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the higher of (A) the interest rate applicable at the time to the Loans comprising such Borrowing and (B) the cost of funds incurred by the Agent in respect of such amount and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall 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. (e) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 9.04(c) are several and not joint. The failure of any Appropriate Lender to make the Loan to be made by it as part of any Loan or to make any payment under Section 9.04(c) on any date required hereunder Borrowing shall not relieve any other Appropriate Lender of its corresponding obligation obligation, if any, hereunder to do so make its Loan on the date of such date and Borrowing, but no Lender shall be responsible for the failure of any other Lender to make its the Loan or to make its payment under Section 9.04(c)be made by such other Lender on the date of any Borrowing.

Making the Loans. (a) Except as otherwise provided in Section 2.03(c), each The Borrowing on the Funding Date shall be made on noticenotice given by the Company to the Agent (i) in the case of a Borrowing comprised of Term SOFR Loans, given not later than 11:00 a.m. (xNew York City time) three (3) Business Days prior to the Funding Date, (ii) in the case of a Borrowing comprised of Daily Simple SOFR Loans, not later than 11:00 a.m. (New York City time) three (3) Business Days prior to the Funding Date, and (iii) in the case of a Borrowing comprised of Base Rate Loans, not later than 12:00 noon (New York City time) on the third Business Day (in the case of the proposed Borrowing to be made on the Closing Funding Date, 9:00 A.M. (New York City time) one Business Day (or such shorter period as is approved by the Agent)) prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurocurrency Rate Loans or (y) noon (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 Appropriate Lender prompt notice thereof by fax or e-mail. Each such Such notice of a Borrowing (a the “Notice of Borrowing”) shall be signed by telephonea Responsible Officer of the Company, confirmed immediately delivered in writing, or fax a manner specified in Section 9.02 and shall be in substantially the form of Exhibit B B-1 hereto (or in such other form as may be acceptable to approved by the Agent), specifying therein (1) the requested date of the Borrowing (i) date and Facility of such Borrowingwhich shall be the Funding Date), (ii2) the Type of Loans comprising such the Borrowing, (iii3) the aggregate amount of such Borrowing and (4) the location and number of the Company’s account (or an account designated by the Company) to which funds are to be disbursed. Following its receipt of the Notice of Borrowing, and the Agent shall give each Bank prompt notice thereof in a manner specified in Section 9.02. (ivb) in Each Bank shall make available for the case account of a Borrowing consisting of Eurocurrency Rate Loans, initial Interest Period. Each Appropriate Lender shall (1) its Lending Office to the Agent before noon 10:00 a.m. (New York City time) on the date of such Borrowing(or, in the case of a Borrowing consisting comprised of Eurocurrency Base Rate Loans and (2) Loans, if the Notice of Borrowing shall have been given on the Funding Date, before 2:00 P.M. 4:00 p.m. (New York City time)) on the date of Funding Date, at such Borrowing, in account maintained at the case of a Borrowing consisting of Base Rate Loans, make available for Payment Office as shall have been notified by the account of its Applicable Lending Office Agent to the Agent at the applicable Agent’s Account, Banks prior thereto and in same day funds, such LenderBank’s ratable portion of such BorrowingBorrowing in Dollars. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIISection 3.02, the Agent will make such funds available to the Borrower at Company by promptly remitting the Agent’s address referred amounts so received, in like funds, to such account as shall be designated in Section 9.02 or at the applicable Payment Office, as the case may be. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurocurrency Rate Loans for any Borrowing if the aggregate amount Notice of such Borrowing is less than the Borrowing Minimum or if the obligation of the Lenders to make Eurocurrency Rate Loans shall then be suspended pursuant to Section 2.08 or 2.12, and (ii) the Eurocurrency Rate Loans may not be outstanding as part of more than six separate Term Borrowings and ten separate Revolving Credit BorrowingsBorrowing. (c) Each The Notice of Borrowing shall be irrevocable and binding on the BorrowerCompany; provided that, at the Company’s option, the Notice of Borrowing may be conditioned on the consummation (or substantially concurrent consummation) of the Purolite Acquisition on the date of the requested Borrowing, in which case such Notice of Borrowing may be withdrawn by the Company by notice to the Agent, which must be received by the Agent not later than 11:00 a.m. (New York City time) on the date of the requested Borrowing. In If the case of any Borrowing that the related Notice of Borrowing specifies that the Borrowing on the Funding Date is to be comprised of Eurocurrency Rate Term SOFR Loans or Daily Simple SOFR Loans, the Borrower Company shall indemnify each Appropriate Lender Bank, after receipt of a written request by such Bank setting forth in reasonable detail the basis for such request, against any lossloss (but excluding loss of any Applicable Term SOFR Margin or Applicable Daily Simple SOFR Margin, as applicable), cost or expense reasonably incurred by such Lender Bank as a result of any failure to fulfill on or before the date specified in such the Notice of Borrowing for such Borrowing the applicable conditions set forth hereinin Section 3.02 or any withdrawal of such Notice of Borrowing as contemplated above, including including, without limitation, any loss (including but excluding loss of marginany Applicable Term SOFR Margin or Applicable Daily Simple SOFR Margin, as applicable), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender Bank to fund the Loan to be made by such Lender Bank as part of such Borrowing when such Loan, as a result of such failurefailure or such withdrawal, is not made on such date. (d) Unless the Agent shall have received notice from an Appropriate Lender a Bank prior to the time date of any the Borrowing on the Funding Date that such Lender Bank will not make available to the Agent such LenderBank’s ratable portion of such Borrowing, the Agent may assume that such Lender Bank has made such portion available to the Agent it on the date of such Borrowing in accordance with subsection (ab) of this Section 2.02 and the Agent it may, in reliance upon such assumption, make (but shall not be required to make) available to the Borrower Company on such date a corresponding amount. If and to the extent that such Lender Bank shall not have so made such ratable portion available to the Agent, such Lender Bank and the Borrower Company severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower Company until the date such amount is repaid to the Agent, Agent at (i) in the case of the BorrowerCompany, the higher of (A) the interest rate applicable at the time to the Base Rate Loans comprising such Borrowing and (B) the cost of funds incurred by the Agent in respect of such amount and (ii) in the case of such LenderBank, the Federal Funds Rategreater of (x) the NYFRB Rate and (y) a 29 ​ rate determined by the Agent in accordance with banking industry rules on interbank compensation plus any administrative, processing or similar fees customarily charged by the Agent in connection with the foregoing. If such Lender Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such LenderBank’s Loan as part of such Borrowing for purposes of this Agreement. (e) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 9.04(c) are several and not joint. The failure of any Appropriate Lender Bank to make any the Loan or to make any payment under Section 9.04(c) be made by it as part of the Borrowing on any date required hereunder the Funding Date shall not relieve any other Appropriate Lender Bank of its corresponding obligation obligation, if any, hereunder to do so make its Loan on such date and the Funding Date, but no Lender Bank shall be responsible for the failure of any other Lender Bank to make its the Loan to be made by such other Bank on the Funding Date. (f) After giving effect to the Borrowing on the Funding Date, all Conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than eight (8) Borrowings comprised of Term SOFR Loans or to make its payment under Section 9.04(c)Daily Simple SOFR Loans.

Making the Loans. A Borrower shall give the Administrative ---------------- Agent prior telephone notice (a) Except as otherwise provided in Section 2.03(c), each Borrowing shall be made on which notice, given if requested by the Administrative Agent, must be promptly confirmed in writing in substantially the form of Exhibit I hereto (a "Notice of Borrowing")) (i) not later than (x) noon (New York City time) on the third Business Day (in the case of the proposed Borrowing to be made on the Closing Date, 9:00 A.M. (New York City time) one Business Day (or such shorter period as is approved by the Agent)) prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurocurrency Rate Loans or (y) noon 11:00 a.m. (New York City time) on the date of the proposed Borrowing borrowing, in the case of a Borrowing borrowing consisting of Base Rate Loans, by the Borrower to the Agent, which shall give to each Appropriate Lender prompt notice thereof by fax or e-mail. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or fax in substantially the form of Exhibit B hereto (or in such other form as may be acceptable to the Agent), specifying therein the requested (i) date and Facility 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 Eurocurrency Rate Loans, initial Interest Period. Each Appropriate Lender shall (1) before not later than 12:00 noon (New York City time) on the date of three Business Days prior to such Borrowing, proposed borrowing in the case of a Borrowing borrowing consisting of Eurocurrency Rate Loans and (2) before 2:00 P.M. (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Base Rate Eurodollar Loans, make available for the account of its Applicable Lending Office to the Agent at the applicable Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent’s address referred to in Section 9.02 or at the applicable Payment Office, as the case may be. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurocurrency Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than the Borrowing Minimum or if the obligation of the Lenders to make Eurocurrency Rate Loans shall then be suspended pursuant to Section 2.08 or 2.12, and (ii) the Eurocurrency Rate Loans may not be outstanding as part of more than six separate Term Borrowings and ten separate Revolving Credit Borrowings. (c) Each Such Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurocurrency Rate Loans, shall specify the Borrower shall indemnify each Appropriate 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 herein, including any loss (including loss of margin), 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 that is requesting such Loan, as whether such Loan is requested to be an A Revolving Credit Loan or a result of such failure, is not made on such date. (d) Unless the Agent shall have received notice from an Appropriate Lender prior to the time of any Borrowing that such Lender will not make available to the Agent such Lender’s ratable portion of such BorrowingB Revolving Credit Loan, the Agent may assume that such Lender has made such portion available to principal amount of the Agent on the date of such Borrowing in accordance with subsection proposed borrowing (a) of this Section 2.02 and the Agent maywhich, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrowera Eurodollar Loan, the higher must be in a minimum amount of (A) the interest rate applicable at the time $5,000,000 and in multiples of $1,000,000 in excess thereof), whether such Loan is requested to the Loans comprising such Borrowing and (B) the cost of funds incurred by the Agent in respect of such amount and (ii) be a Base Rate Loan or a Eurodollar Loan and, in the case of such Lendera Eurodollar Loan, the Federal Funds RateInitial Interest Period for such Eurodollar Loan, if requested by the Administrative Agent, the use of the proceeds of such proposed Loan, and the proposed borrowing date, which must be a Business Day, and such Borrower shall be bound to make a borrowing in accordance therewith. If such Lender The Company shall repay not be entitled to borrow A Revolving Credit Loans more than two times each calendar year. The Administrative Agent may act without liability upon the basis of written, telecopy or telephone notice believed by the Administrative Agent in good faith to be from a Borrower (or from any officer thereof designated in writing to the Agent such corresponding amountAdministrative Agent), such amount so repaid shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement. (e) The obligations and each Borrower hereby waives the right to dispute the Administrative Agent's record of the Lenders hereunder to make Loans and to make payments pursuant to Section 9.04(c) are several and not joint. The failure terms of any Appropriate Lender to make any Loan or to make any payment under Section 9.04(c) on any date required hereunder shall not relieve any other Appropriate Lender such telephonic Notice of its corresponding obligation to do so on such date and no Lender shall be responsible for the failure of any other Lender to make its Loan or to make its payment under Section 9.04(c)Borrowing.

Making the Loans. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing shall be made on upon receipt of a notice, given by the Borrower to the Administrative Agent not later than (x) noon 11:00 A.M. (New York City time) on the third Business Day (or, in the case of the proposed initial Borrowing to be made on the Closing DateDate or any Borrowing consisting only of Base Rate Loans, 9:00 A.M. (New York City timethe first) one Business Day (or such shorter period as is approved by the Agent)) prior to the date of the proposed Borrowing. Each such notice (a "Notice of Borrowing") shall be by telecopy, telex or cable, confirmed immediately in a manually signed writing in substantially the form of Exhibit A, specifying therein (i) the date of such proposed Borrowing, (ii) the aggregate amount of such proposed Borrowing, (iii) the amount thereof, if any, requested to be Eurodollar Rate Loans and (iv) the initial Interest Period or Periods for such Eurodollar Rate Loans. The Loans shall be made as Base Rate Loans unless (subject to Section 2.10) 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 prompt notice of the case Administrative Agent's receipt of a Notice of Borrowing consisting of Eurocurrency and, if Eurodollar Rate Loans or (y) noon are properly requested in such Notice of Borrowing, the applicable interest rate under Section 2.7(b). Each Lender shall, before 12:00 Noon (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 Appropriate Lender prompt notice thereof by fax or e-mail. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or fax in substantially the form of Exhibit B hereto (or in such other form as may be acceptable to the Agent), specifying therein the requested (i) date and Facility 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 Eurocurrency Rate Loans, initial Interest Period. Each Appropriate Lender shall (1) before noon (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Eurocurrency Rate Loans and (2) before 2:00 P.M. (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Base Rate Loans, make available for the account of its Applicable Lending Office to the Administrative Agent at the applicable Agent’s Accountits address referred to in Section 10.2, in same day immediately available funds, such Lender’s ratable portion 's Ratable Portion of such proposed Borrowing. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent’s address referred to in Section 9.02 or at the applicable Payment Office, as the case may be. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurocurrency Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than the Borrowing Minimum or if the obligation of the Lenders to make Eurocurrency Rate Loans shall then be suspended pursuant to Section 2.08 or 2.12, and (ii) the Eurocurrency Rate Loans may not be outstanding as part of more than six separate Term Borrowings and ten separate Revolving Credit Borrowings's aforesaid address. (c) Each Borrowing consisting solely of Base Rate Loans shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $100,000 in excess thereof. (d) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any proposed Borrowing that which the related Notice of Borrowing specifies is to be comprised of Eurocurrency Eurodollar Rate Loans, the Borrower shall indemnify each Appropriate 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 proposed Borrowing the applicable conditions set forth hereinin Article III, including including, without limitation, any loss (including loss of marginanticipated net profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the 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. (de) Unless the Administrative Agent shall have received notice from an Appropriate a Lender prior to the time date of any proposed Borrowing that such Lender will not make available to the Administrative Agent such Lender’s ratable portion 's Ratable Portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion Ratable Portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 2.2 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion Ratable Portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the higher of (A) the interest rate applicable at the time to the Loans comprising such Borrowing and (B) the cost of funds incurred by the Agent in respect of such amount and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s 's Loan as part of such Borrowing for purposes of this Agreement. If the Borrower shall repay to the Administrative Agent such corresponding amount, such payment shall not relieve such Lender of any obligation it may have to the Borrower hereunder. (ef) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 9.04(c) are several and not joint. The failure of any Appropriate Lender to make the Loan to be made by it as part of any Loan or to make any payment under Section 9.04(c) on any date required hereunder Borrowing shall not relieve any other Appropriate Lender of its corresponding obligation obligation, if any, hereunder to do so make its Loan on the date of such date and Borrowing, but no Lender shall be responsible for the failure of any other Lender to make its the Loan or to make its payment under Section 9.04(c)be made by such other Lender on the date of any Borrowing.

Making the Loans. (a) Except as otherwise provided in Section 2.03(c), each Borrowing shall be made on notice, given not later than (x) noon (New York City time) on the third Business Day (in the case of the proposed Borrowing to be made on the Closing Date, 9:00 A.M. (New York City time) one Business Day (or such shorter period as is approved by the Agent)) prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurocurrency Rate Loans or (y) noon (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 Appropriate Lender prompt notice thereof by fax or e-mail. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or fax in substantially the form of Exhibit B hereto (or in such other form as may be acceptable to the Agent), specifying therein the requested (i) date and Facility 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 Eurocurrency Rate Loans, initial Interest Period. Each Appropriate Lender shall (1) before noon (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Eurocurrency Rate Loans and (2) before 2:00 P.M. (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Base Rate Loans, make available for the account of its Applicable [[3666665]] Lending Office to the Agent at the applicable Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent’s address referred to in Section 9.02 or at the applicable Payment Office, as the case may be. Notwithstanding any other provision contained herein to the contrary, the last day of each Interest Period in effect with respect to each Revolving Credit Loan and Term Loan outstanding immediately prior to the First Amendment Restatement Date shall be deemed to be the First Amendment Restatement Date, and on the First Amendment Restatement Date, the Borrower shall pay interest on the unpaid principal amount of each Revolving Credit Loan or Term Loan that is accrued and unpaid through but excluding the First Amendment Restatement Date at the rate per annum applicable to such Interest Period under Section 2.07(a)(i) or 2.07(a)(ii), as applicable. Each Revolving Credit Loan or Term Loan outstanding as of the First Amendment Restatement Date will be deemed continued on the First Amendment Restatement Date as a Revolving Credit Loan or Term Loan, as applicable, with an initial Interest Period as set forth on the notice of continuation attached as Exhibit A to the First Amendment. (ba) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurocurrency Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than the Borrowing Minimum or if the obligation of the Lenders to make Eurocurrency Rate Loans shall then be suspended pursuant to Section 2.08 or 2.12, and (ii) the Eurocurrency Rate Loans may not be outstanding as part of more than six separate Term Borrowings and ten separate Revolving Credit Borrowings. (cb) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurocurrency Rate Loans, the Borrower shall indemnify each Appropriate 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 herein, including any loss (including loss of margin), 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. (dc) Unless the Agent shall have received notice from an Appropriate Lender prior to the time of any Borrowing that such Lender will not make available to the Agent such Lender’s ratable portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the higher of (A) the interest rate applicable at the time to the Loans comprising such Borrowing and (B) the cost of funds incurred by the Agent in respect of such amount and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall 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. (ed) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 9.04(c) are several and not joint. The failure of any Appropriate Lender to make any Loan or to make any payment under Section 9.04(c) on any date required hereunder shall not relieve any other Appropriate Lender of its corresponding obligation to do so on such date and no Lender shall be responsible for the failure of any other Lender to make its Loan or to make its payment under Section 9.04(c).. [[3666665]]

Making the Loans. Subsections (a) Except and (b) of Section 5.01 of the Existing Agreement are hereby amended and restated in their entirety to read as otherwise provided in Section 2.03(c), each follows: (a) Each of the initial Borrowing and the Borrowing of the Additional Loan shall be made on upon notice, given not later than 11:00 A.M. (x) noon (New York City Los Angeles, California time) on the third one (1) Business Day (in to the case extent that such Borrowing will consist of Alternate Base Rate Loans) and three (3) Business Days (to the proposed extent that such Borrowing to be made on the Closing Date, 9:00 A.M. (New York City time) one Business Day (or such shorter period as is approved by the Agent)will consist of Eurodollar Rate Loans) prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurocurrency Rate Loans or (y) noon (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Loanssuch Borrowing, by the Borrower Company to the Agent, which shall give to each Appropriate Lender Bank prompt notice thereof by fax or e-mailand of each other notice received from the Company hereunder. Each such The notice of a such Borrowing (each, a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or fax substantially in substantially the form of Exhibit B hereto (or in such other form as may be acceptable to the Agent)G hereto, and specifying therein the requested (i) the requested date and Facility of such Borrowing, (ii) the requested Type and amount of Loans each Loan comprising such Borrowing, (iii) the requested aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting comprised of Eurocurrency Eurodollar Rate Loans, the initial Interest PeriodPeriod for each such Loan. In the case of a proposed Borrowing comprised of Eurodollar Rate Loans, the Agent shall promptly notify each Bank of the applicable interest rate pursuant to Section 4.05 hereof. Each Appropriate Lender shall Bank shall, before 11:00 A.M. (1) before noon (New York City Los Angeles, California time) on the date of such Borrowing, in the case of a Borrowing consisting of Eurocurrency Rate Loans and (2) before 2:00 P.M. (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Base Rate Loans, make available for the account of its Applicable Lending Office to the Agent at the applicable Agent’s Accountits Principal Office, in same day funds, such LenderBank’s ratable portion Proportionate Share of such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIISection 7 hereof (or, in the case of the Borrowing of the Additional Loan, the applicable conditions set forth in Section 2 of the First Amendment), the Agent will make such funds available to the Borrower at Company by promptly crediting the Agent’s address referred amounts so received in like funds to an account of the Company designated by the Company in the applicable Notice of Borrowing. For the purposes of determining whether the applicable conditions set forth in Section 9.02 or at 7 hereof (or, in the case of the Borrowing of the Additional Loan, the applicable Payment Officeconditions set forth in Section 2 of the First Amendment) have been fulfilled, as the case Agent may beassume the truth of the statements contained in certificates delivered pursuant to said Section. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurocurrency Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than the Borrowing Minimum or if the obligation of the Lenders to make Eurocurrency Rate Loans shall then be suspended pursuant to Section 2.08 or 2.12, and (ii) the Eurocurrency Rate Loans may not be outstanding as part of more than six separate Term Borrowings and ten separate Revolving Credit Borrowings. (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case Company and, in respect of any Borrowing that the related comprised of Eurodollar Rate Loans specified in such Notice of Borrowing specifies is to be comprised of Eurocurrency Rate LoansBorrowing, the Borrower Company shall indemnify each Appropriate Lender Bank against any loss, cost loss or expense incurred by such Lender Bank 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 hereinin Section 7 hereof (or, including any loss (including loss of margin), 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. (d) Unless the Agent shall have received notice from an Appropriate Lender prior to the time of any Borrowing that such Lender will not make available to the Agent such Lender’s ratable portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the BorrowerBorrowing of the Additional Loan, the higher applicable conditions set forth in Section 2 of (A) the interest rate applicable at the time First Amendment), including, without limitation, any amounts payable to the Loans comprising such Borrowing and (B) the cost of funds incurred by the Agent in respect of such amount and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall 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. (e) The obligations of the Lenders hereunder to make Loans and to make payments applicable Banks pursuant to Section 9.04(c) are several and not joint. The failure 6.03 hereof (excluding loss of any Appropriate Lender to make any Loan or to make any payment under Section 9.04(c) on any date required hereunder shall not relieve any other Appropriate Lender of its corresponding obligation to do so on such date and no Lender shall be responsible for the failure of any other Lender to make its Loan or to make its payment under Section 9.04(canticipated profits).

Making the Loans. (a) Except as otherwise provided in Section 2.03(c)2.03, each Borrowing shall be made on notice, given not later than (x) noon 11:00 A.M. (New York City time) on the third Business Day (or in the case of the proposed Borrowing to be made on Term Loans, the Closing Date, 9:00 A.M. (New York City time) one second Business Day (or such shorter period as is approved by the Agent)Day) prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurocurrency Eurodollar Rate Loans or (y) noon 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 Appropriate Lender prompt notice thereof by fax or e-mailthereof. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or fax telecopier in substantially the form of Exhibit B hereto (hereto, or in such other form as may be acceptable to approved by the Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Agent), appropriately completed and signed by a Responsible Officer, specifying therein the requested (i) date and Facility 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 Eurocurrency Eurodollar Rate Loans, initial Interest PeriodPeriod for such Loans. Each Appropriate Lender shall (1) shall, before noon (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Eurocurrency Rate Loans and (2) before 2:00 1:00 P.M. (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Base Rate Loans, make available for the account of its Applicable Lending Office to the Agent at the applicable Agent’s Account, in same day funds, such Lender’s ratable portion 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 Borrower at the Agent’s address referred to in Section 9.02 or at the applicable Payment Office, as the case may be8.02. (b) Anything Each Borrowing of Eurodollar Rate Loans shall be in subsection (a) above to the contrary notwithstandingan amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, and each Borrowing of Base Rate Loans shall be in an amount of $500,000 or a whole multiple of $100,000 in excess thereof; provided that (i) if the Borrower Lenders fund their participation interests in any Letter of Credit pursuant to Section 2.03(c), the resulting Borrowing may not select Eurocurrency Rate Loans for be in the amount of the payment made by the applicable Issuing Bank in respect of such Letter of Credit; and (ii) if at any Borrowing if time the aggregate amount of the A-1 Term Loans and/or the A-2 Term Loans is not a whole multiple of $1,000,000, then the Borrower may maintain one Borrowing of the applicable Class of Term Loans that is not such Borrowing a whole multiple (but is not less than the Borrowing Minimum or if the obligation $5,000,000). Borrowings comprised of the Lenders to make Eurocurrency Rate Loans shall then be suspended pursuant to Section 2.08 or 2.12, and (ii) the Eurocurrency Eurodollar Rate Loans may not be outstanding as part of more than six separate Term Borrowings and (x) ten separate Revolving Credit BorrowingsInterest Periods with respect to Loans of a single Class and (y) twenty separate Interest Periods in the aggregate for Loans of all Classes. (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurocurrency Eurodollar Rate Loans, the Borrower shall indemnify each Appropriate 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 hereinin Article III, including any loss (including excluding loss of marginanticipated 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. (d) Unless the Agent shall have received notice from an Appropriate a Lender prior to the time date of any Borrowing that such Lender will not make available to the Agent such Lender’s ratable portion Ratable Share of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion Ratable Share available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the higher of (A) the interest rate applicable at the time to the Loans comprising such Borrowing and (B) the cost of funds incurred by the Agent in respect of such amount and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall 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. (e) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 9.04(c) are several and not joint. The failure of any Appropriate Lender to make the Loan to be made by it as part of any Loan or to make any payment under Section 9.04(c) on any date required hereunder Borrowing shall not relieve any other Appropriate Lender of its corresponding obligation obligation, if any, hereunder to do so make its Loan on the date of such date and Borrowing, but no Lender shall be responsible for the failure of any other Lender to make its the Loan or to make its payment under Section 9.04(c)be made by such other Lender on the date of any Borrowing.

Making the Loans. (a) Except as otherwise provided in Section 2.03(c), each Each Revolving Credit Borrowing shall be made on notice, given by the Company on behalf of itself or one or more of the other Borrowers, as the case may be, to the Administrative Agent not later than (x) noon 12:00 P.M. (New York City time) on the third Business Day (of the proposed Revolving Credit Borrowing, in the case of the proposed Borrowing Revolving Credit Loans that are to be made as Base Rate Loans, and on the Closing Date, 9:00 A.M. (New York City time) one third Business Day (or such shorter period as is approved by the Agent)) prior to the date of the proposed Borrowing Revolving Credit Borrowing, in the case of Revolving Credit Loans that are to be made as Eurodollar Rate Loans. Each such notice (a Borrowing consisting "Notice of Eurocurrency Borrowing") shall be in substantially the form of Exhibit A, specifying therein (i) the date of such proposed Revolving Credit Borrowing, (ii) the aggregate amount of such proposed Revolving Credit Borrowing, (iii) the amount thereof, if any, requested to be Eurodollar Rate Loans, (iv) the initial Interest Period or Periods for any such Eurodollar Rate Loans, and (v) the identity of the Borrower of such proposed Revolving Credit Borrowing. The Revolving Credit 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 $1,000,000 or an integral multiple of $1,000,000 in excess thereof; and provided, further, that no more than ten Interest Periods may be outstanding for all Loans at any time. (yb) noon The Administrative Agent shall give to each Lender 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 applicable interest rate under Subsection 2.9(b). Each Lender shall, before 2:00 p.m. (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Loans, by the Borrower to the Agent, which shall give to each Appropriate Lender prompt notice thereof by fax or e-mail. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or fax in substantially the form of Exhibit B hereto (or in such other form as may be acceptable to the Agent), specifying therein the requested (i) date and Facility 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 Eurocurrency Rate Loans, initial Interest Period. Each Appropriate Lender shall (1) before noon (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Eurocurrency Rate Loans and (2) before 2:00 P.M. (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Base Rate Loans, make available for the account of its Applicable Lending Office to the Administrative Agent at the applicable Agent’s Accountits address referred to in Section 11.2, in same day immediately available funds, such Lender’s ratable portion 's Ratable Portion of such proposed Borrowing. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Company or such other Borrower at the Agent’s address referred to in Section 9.02 or at the applicable Payment OfficeBorrowers, as the case may be. (b) Anything in subsection (a) above to , at the contrary notwithstanding, (i) the Borrower may not select Eurocurrency Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than the Borrowing Minimum or if the obligation of the Lenders to make Eurocurrency Rate Loans shall then be suspended pursuant to Section 2.08 or 2.12, and (ii) the Eurocurrency Rate Loans may not be outstanding as part of more than six separate Term Borrowings and ten separate Revolving Credit BorrowingsAdministrative Agent's aforesaid address. (c) Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) Each Notice of Borrowing shall be irrevocable and binding on the Company and each other Borrower, if any, on whose behalf the Notice of Borrowing was made (if applicable). In the case of any proposed Borrowing that which the related Notice of Borrowing specifies is to be comprised of Eurocurrency Eurodollar Rate Loans, the relevant Borrower shall indemnify each Appropriate 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 proposed Borrowing the applicable conditions set forth hereinin Article III, including including, without limitation, any loss (including including, without limitation, loss of marginanticipated profits), cost or expense incurred by reason of the 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, assuming for such purpose that such Lender will fund such Eurodollar Rate Loan in the London interbank eurodollar market with a loan of the same amount and Interest Period as such Eurodollar Rate Loan. (e) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any proposed Borrowing that such Lender will not make available to the Administrative Agent such Lender's Ratable Portion of such Borrowing, the Administrative Agent may assume that such Lender has made such Ratable Portion available to the Administrative Agent on the date of such Borrowing in accordance with this Section 2.3 and the Administrative Agent may, in reliance upon such assumption, make available to the relevant Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Ratable Portion available to the Administrative Agent, such Lender and the relevant Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available until the date such amount is repaid to the Administrative Agent, at (i) in the case of each Borrower, the interest rate applicable at the time to the 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. If a Borrower shall repay to the Administrative Agent such corresponding amount, such payment shall not relieve such Lender of any obligation it may have to such Borrower hereunder. (f) The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing. (g) Each Swing Loan Borrowing shall be made upon such notice as the Swing Bank and the Company shall agree and shall bear interest at a rate to be agreed between the Swing Bank and the Company. (h) Each Multicurrency Borrowing shall be made on such notice as the Multicurrency Lenders and the Company or the relevant Borrower shall agree and shall bear interest at a rate to be agreed between the Multicurrency Lenders and the Company (on behalf of the relevant Borrower). (i) Each Competitive Borrowing shall be made, in the case of a Eurodollar Competitive Borrowing, three Business Days following the Administrative Agent's receipt of the Company's decision to accept a Competitive Bid and, in the case of a Fixed Rate Borrowing, the same Business Day as the Administrative Agent's receipt of the Company's decision to accept a Competitive Bid, all in accordance with the provisions of Section 2.20(d). (j) In connection with the Competitive Loans, the Administrative Agent shall give prompt notice to the Lender or Lenders whose Competitive Bid was accepted of such acceptance. Each Lender whose Competitive Bid was accepted shall, before 12:00 P.M. (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 11.2, in immediately available funds, the amount committed by such Lender in its Competitive Bid(s) (a Lender's "Competitive Loan Obligation"). 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 Company at the Administrative Agent's aforesaid address. (k) Each Notice of Borrowing or Accepted Competitive Bid shall be irrevocable and binding on the Company (and, in the case of each Notice of Borrowing, each other Borrower on whose behalf the Notice of Borrowing was delivered, if applicable). In the case of any proposed Borrowing which the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Loans and in the case of the Competitive Loans, the Company 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 or Accepted Competitive Bid for such proposed Borrowing or Loan the applicable conditions set forth in Article III, including, without limitation, any loss (including, without limitation, 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 proposed Borrowing when such Loan, as a result of such failure, is not made on such date. (dl) Unless the Agent shall have received notice from an Appropriate Each Lender prior to the time of may book any Borrowing that such Lender will not make available to the Agent such Lender’s ratable portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Agent, Loan at any Applicable Lending Office selected by such Lender and the Borrower severally agree may change its Applicable Lending Office with respect to repay any Loan from time to time. Each Lender may, by written notice to the Administrative Agent forthwith on demand such corresponding amount together with interest thereonand the Company, designate replacement or additional Applicable Lending Offices through which Loans will be made by it and for each day from the date such amount is made available whose account payments are to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the higher of (A) the interest rate applicable at the time to the Loans comprising such Borrowing and (B) the cost of funds incurred by the Agent in respect of such amount and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall 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 Agreementbe made. (e) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 9.04(c) are several and not joint. The failure of any Appropriate Lender to make any Loan or to make any payment under Section 9.04(c) on any date required hereunder shall not relieve any other Appropriate Lender of its corresponding obligation to do so on such date and no Lender shall be responsible for the failure of any other Lender to make its Loan or to make its payment under Section 9.04(c).

Making the Loans. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing shall be made on notice, given not later than (x) 12:00 noon (New York City time) on the third Business Day (in the case of the proposed Borrowing to be made on the Closing Date, 9:00 A.M. (New York City time) one Business Day (or such shorter period as is approved by the Agent)) prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurocurrency Rate Loans or Borrowing, and (y) noon 11:00 A.M. (New York City time) on the date of the proposed Borrowing in the case day of a Borrowing consisting of Base Rate LoansBorrowing, by the U.S. Borrower (on its own behalf and on behalf of any Euro Borrower) to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof by fax or e-mailtelecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephonemade in writing, or verbally and confirmed immediately in writing, by telecopier, electronic mail, telex or fax cable, in substantially the form of Exhibit B hereto (or in such other form as may be acceptable to the Agent)B-1 hereto, specifying therein the requested (i) date and Facility of such BorrowingBorrowing (which shall be a Business Day), (ii) Type of Loans Loan comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting comprised of Eurocurrency Rate Loans, initial the Interest PeriodPeriod for each such Loan, and (v) the name of the Borrower (which shall be the U.S. Borrower or a Euro Borrower). Each Appropriate Lender shall (1A) before noon (New York City time) 11:00 A.M. Local Time on the date of such Borrowing, Borrowing (in the case of a Borrowing consisting of Eurocurrency Rate Loans Borrowing) and (2B) before 2:00 1:00 P.M. (New York City time) on the date of such Borrowing, Borrowing (in the case of a Borrowing consisting of Base Rate LoansBorrowing), make available for the account of its Applicable Lending Office to the Administrative Agent at the applicable Administrative Agent’s Account, Account 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 Article IIIIV (Conditions of Lending), the Administrative Agent will make such funds available to the relevant Borrower at the Agent’s address referred to in Section 9.02 or at the applicable Payment Office, such manner as the case may be. (b) Anything in subsection (a) above to Administrative Agent and the contrary notwithstanding, (i) the U.S. Borrower may not select Eurocurrency Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than the Borrowing Minimum or if the obligation of the Lenders to make Eurocurrency Rate Loans shall then be suspended pursuant to Section 2.08 or 2.12, and (ii) the Eurocurrency Rate Loans may not be outstanding as part of more than six separate Term Borrowings and ten separate Revolving Credit Borrowingsagree. (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurocurrency Rate Loans, the Borrower shall indemnify each Appropriate 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 herein, including any loss (including loss of margin), 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. (d) Unless the Agent shall have received notice from an Appropriate Lender prior to the time of any Borrowing that such Lender will not make available to the Agent such Lender’s ratable portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the higher of (A) the interest rate applicable at the time to the Loans comprising such Borrowing and (B) the cost of funds incurred by the Agent in respect of such amount and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall 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. (e) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 9.04(c) are several and not joint. The failure of any Appropriate Lender to make any Loan or to make any payment under Section 9.04(c) on any date required hereunder shall not relieve any other Appropriate Lender of its corresponding obligation to do so on such date and no Lender shall be responsible for the failure of any other Lender to make its Loan or to make its payment under Section 9.04(c).

Making the Loans. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing shall be made on notice, given not later than (x) 12:00 noon (New York City time) on the third Business Day (in the case of the proposed Borrowing to be made on the Closing Date, 9:00 A.M. (New York City time) one Business Day (or such shorter period as is approved by the Agent)) prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurocurrency Rate Loans or Borrowing, and (y) noon 11:00 A.M. (New York City time) on the date of the proposed Borrowing in the case day of a Borrowing consisting of Base Rate LoansBorrowing, by the U.S. Borrower (on its own behalf and on behalf of any Euro Borrower) to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof by fax or e-mailtelecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephonemade in writing, or verbally and confirmed immediately in writing, by telecopier, electronic mail, telex or fax cable, in substantially the form of Exhibit B hereto (or in such other form as may be acceptable to the Agent)B-1 hereto, specifying therein the requested (i) date and Facility of such BorrowingBorrowing (which shall be a Business Day), (ii) Type of Loans Loan comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting comprised of Eurocurrency Rate Loans, initial the Interest PeriodPeriod for each such Loan, and (v) the name of the Borrower (which shall be the U.S. Borrower or a Euro Borrower). Each Appropriate Lender shall (1A) before noon (New York City time) 11:00 A.M. Local Time on the date of such Borrowing, Borrowing (in the case of a Borrowing consisting of Eurocurrency Rate Loans Borrowing) and (2B) before 2:00 1:00 P.M. (New York City time) on the date of such Borrowing, Borrowing (in the case of a Borrowing consisting of Base Rate LoansBorrowing), make available for the account of its Applicable Lending Office to the Administrative Agent at the applicable Administrative Agent’s Account, Account 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 Article IIIIV (Conditions of Lending), the Administrative Agent will make such funds available to the relevant Borrower at the Agent’s address referred to in Section 9.02 or at the applicable Payment Office, such manner as the case Administrative Agent and the U.S. Borrower may beagree. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the U.S. Borrower may not select Eurocurrency Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than the Borrowing Minimum or if the obligation of the Lenders to make Eurocurrency Rate Loans shall then be suspended pursuant to Section 2.08 or 2.12, and (ii) the Eurocurrency Rate Loans may not be outstanding as part of more than six separate Term Borrowings and ten separate Revolving Credit Borrowings$1,000,000. (c) Each Subject to Sections 2.09(c) and 3.06, each Notice of Borrowing shall be irrevocable and binding on the U.S. Borrower and the relevant Borrower. In the case of any Borrowing that by a Borrower which the related Notice of Borrowing specifies is to be comprised of Eurocurrency Rate Loans, the such Borrower shall indemnify each Appropriate relevant 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 hereinin Article IV (Conditions of Lending), including including, without limitation, any loss (including excluding loss of marginanticipated 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. (d) Unless the Administrative Agent shall have received notice from an Appropriate a Lender prior to the time of any Borrowing is required to be made that such Lender will not make TERM LOAN AGREEMENT FMC CORPORATION available to the Administrative Agent such Lender’s ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 3.01 and the Administrative Agent may, in reliance upon such assumption, make available to the relevant Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the relevant Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the such Borrower, the higher of (A) the interest rate applicable at the time to the Loans comprising such Borrowing and (B) the cost of funds incurred by the Agent in respect of such amount and (ii) in the case of such Lender, the Federal Funds Rate, provided that such Borrower retains its rights against such Lender with respect to any damages it may incur as a result of such Lender’s failure to fund, and notwithstanding anything herein to the contrary, in no event shall such Borrower be liable to such Lender or any other Person for the interest payable by such Lender to the Administrative Agent pursuant to this sentence. 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. (e) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 9.04(c) are several and not joint. The failure of any Appropriate Lender to make the Loan to be made by it as part of any Loan or to make any payment under Section 9.04(c) on any date required hereunder Borrowing shall not relieve any other Appropriate Lender of its corresponding obligation obligation, if any, hereunder to do so make its Loan on the date of such date and Borrowing, but no Lender shall be responsible for the failure of any other Lender to make its the Loan or to make its payment under Section 9.04(c)be made by such other Lender on the date of any Borrowing.

Making the Loans. The Administrative Borrower, on behalf of itself and the other Borrower, shall give the Agent prior telephone notice (a) Except as otherwise provided in Section 2.03(c), each Borrowing shall be made on which notice, given if requested by the Agent, must be promptly confirmed in writing in substantially the form of Exhibit I hereto (a "Notice of Borrowing")) (i) not later than (x) noon (New York City time) on the third Business Day (in the case of the proposed Borrowing to be made on the Closing Date, 9:00 A.M. (New York City time) one Business Day (or such shorter period as is approved by the Agent)) prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurocurrency Rate Loans or (y) 12:00 noon (New York City time) on the date of the proposed Borrowing borrowing, in the case of a Borrowing borrowing consisting of Base Rate Loans, by the Borrower to the Agent, which shall give to each Appropriate Lender prompt notice thereof by fax or e-mail. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or fax in substantially the form of Exhibit B hereto (or in such other form as may be acceptable to the Agent), specifying therein the requested (i) date and Facility 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 Eurocurrency Rate Loans, initial Interest Period. Each Appropriate Lender shall (1) before not later than 12:00 noon (New York City time) on the date of three Business Days prior to such Borrowing, proposed borrowing in the case of a Borrowing borrowing consisting of Eurocurrency Rate Eurodollar Loans, provided that Eurodollar Loans and (2) before 2:00 P.M. (New York City time) will only be made on the date of such Borrowing, in the case first Business Day of a Borrowing consisting of Base Rate Loans, make available for the account of its Applicable Lending Office to the Agent at the applicable Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowingmonth. 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 9.02 or at the applicable Payment Office, as the case may be. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurocurrency Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than the Borrowing Minimum or if the obligation of the Lenders to make Eurocurrency Rate Loans shall then be suspended pursuant to Section 2.08 or 2.12, and (ii) the Eurocurrency Rate Loans may not be outstanding as part of more than six separate Term Borrowings and ten separate Revolving Credit Borrowings. (c) Each Such Notice of Borrowing shall be irrevocable and binding on shall specify the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurocurrency Rate Loans, the Borrower shall indemnify each Appropriate 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 herein, including any loss (including loss of margin), cost or expense incurred by reason principal amount 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 Loanproposed borrowing (which, as a result of such failure, is not made on such date. (d) Unless the Agent shall have received notice from an Appropriate Lender prior to the time of any Borrowing that such Lender will not make available to the Agent such Lender’s ratable portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) 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 to be a Base Rate Loan or a Eurodollar Loan and, in the Borrowercase of a Eurodollar Loan, the higher Initial Interest Period for such Eurodollar Loan, the use of (A) the interest rate applicable at proceeds of such proposed Loan, and the time proposed borrowing date, which must be a Business Day and, in the case of a Eurodollar Loan, the first Business Day of a month, and the Borrowers shall be bound to make a borrowing in accordance therewith. Notwithstanding anything to the contrary contained herein, prior to the Syndication Date, all Loans comprising such Borrowing shall be incurred and (B) maintained as Base Rate Loans. The Agent may act without liability upon the cost basis of funds incurred written, telecopy or telephone notice believed by the Agent in respect of such amount and good faith to be from the Administrative Borrower (ii) or from any officer thereof designated in the case of such Lender, the Federal Funds Rate. If such Lender shall repay writing to the Agent such corresponding amountAgent), such amount so repaid shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement. (e) The obligations and the Borrowers hereby waive the right to dispute the Agent's record of the Lenders hereunder to make Loans and to make payments pursuant to Section 9.04(c) are several and not joint. The failure terms of any Appropriate Lender to make any Loan or to make any payment under Section 9.04(c) on any date required hereunder shall not relieve any other Appropriate Lender such telephonic Notice of its corresponding obligation to do so on such date and no Lender shall be responsible for the failure of any other Lender to make its Loan or to make its payment under Section 9.04(c)Borrowing.

Making the Loans. A Borrower shall give the Agent prior telephone notice (a) Except as otherwise provided in Section 2.03(c), each Borrowing shall be made on which notice, given if requested by the Agent, must be promptly confirmed in writing in substantially the form of Exhibit K hereto (a "Notice of Borrowing")) (i) not later than (x) noon (New York City time) on the third Business Day (in the case of the proposed Borrowing to be made on the Closing Date, 9:00 A.M. (New York City time) one Business Day (or such shorter period as is approved by the Agent)) prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurocurrency Rate Loans or (y) noon 11:00 a.m. (New York City time) on the date of the proposed Borrowing borrowing, in the case of a Borrowing borrowing consisting of Base Rate Loans, by the Borrower to the Agent, which shall give to each Appropriate Lender prompt notice thereof by fax or e-mail. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or fax in substantially the form of Exhibit B hereto (or in such other form as may be acceptable to the Agent), specifying therein the requested (i) date and Facility 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 Eurocurrency Rate Loans, initial Interest Period. Each Appropriate Lender shall (1) before not later than 12:00 noon (New York City time) on the date of three Business Days prior to such Borrowing, proposed borrowing in the case of a Borrowing borrowing consisting of Eurocurrency Rate Eurodollar Loans, provided that Eurodollar Loans and (2) before 2:00 P.M. (New York City time) will only be made on the date of such Borrowing, in the case first Business Day of a Borrowing consisting of Base Rate Loans, make available for the account of its Applicable Lending Office to the Agent at the applicable Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowingmonth. 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 9.02 or at the applicable Payment Office, as the case may be. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurocurrency Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than the Borrowing Minimum or if the obligation of the Lenders to make Eurocurrency Rate Loans shall then be suspended pursuant to Section 2.08 or 2.12, and (ii) the Eurocurrency Rate Loans may not be outstanding as part of more than six separate Term Borrowings and ten separate Revolving Credit Borrowings. (c) Each Such Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurocurrency Rate Loans, shall specify the Borrower shall indemnify each Appropriate 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 herein, including any loss (including loss of margin), 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 that is requesting such Loan, as a result the principal amount of such failurethe proposed borrowing (which, is not made on such date. (d) Unless the Agent shall have received notice from an Appropriate Lender prior to the time of any Borrowing that such Lender will not make available to the Agent such Lender’s ratable portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of a Eurodollar Loan, must be in a minimum amount of $3,000,000 and in multiples of $1,000,000 in excess thereof), whether such Loan is requested to be a Base Rate Loan or a Eurodollar Loan and, in the Borrowercase of a Eurodollar Loan, the higher Initial Interest Period for such Eurodollar Loan, the use of the proceeds of such proposed Loan, and the proposed borrowing date, which must be a Business Day and, in the case of a Eurodollar Loan, the first Business Day of a month, and such Borrower shall be bound to make a borrowing in accordance therewith. At no time shall the Borrowers collectively have more than three (A3) Eurodollar Loans outstanding at any one time. The Agent may act without liability upon the interest rate applicable at the time to the Loans comprising such Borrowing and (B) the cost basis of funds incurred written, telecopy or telephone notice believed by the Agent in respect of such amount and good faith to be from a Borrower (ii) or from any officer thereof designated in the case of such Lender, the Federal Funds Rate. If such Lender shall repay writing to the Agent such corresponding amountAgent), such amount so repaid shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement. (e) The obligations and the Borrowers hereby waive the right to dispute the Agent's record of the Lenders hereunder to make Loans and to make payments pursuant to Section 9.04(c) are several and not joint. The failure terms of any Appropriate Lender to make any Loan or to make any payment under Section 9.04(c) on any date required hereunder shall not relieve any other Appropriate Lender such telephonic Notice of its corresponding obligation to do so on such date and no Lender shall be responsible for the failure of any other Lender to make its Loan or to make its payment under Section 9.04(c)Borrowing.

Making the Loans. (a) Except as otherwise provided in Section 2.03(c)2.2(b) or 2.13, each Revolving Credit Borrowing shall be made on notice, given not later than 11:00 a.m. (x) noon (New York City Dallas time) on the third Business Day (i) in the case of the proposed such a Borrowing to be made comprised of Domestic Loans, on the Closing Date, 9:00 A.M. (New York City time) one Business Day (or such shorter period as is approved by the Agent)) prior to the date of the proposed Borrowing Borrowing, and (ii) in the case of such a Borrowing consisting comprised of Eurocurrency Rate LIBOR Loans or (y) noon (New York City time) on the third Business Day prior to the date of the proposed Borrowing Borrowing, in the either case of a Borrowing consisting of Base Rate Loans, by the Borrower to the AgentAdministrative Lender, which shall give to each Appropriate Lender prompt notice thereof by fax telex, telecopier or e-mailcable. Each such notice of a Revolving Credit Borrowing (a “"Notice of Borrowing”") shall be by telephonetelephone (confirmed by sending a Notice of Borrowing by one of the following means) telex, confirmed immediately in writingtelecopier or cable, or fax in substantially the form of Exhibit B hereto (or in such other form as may be acceptable to the Agent)I, specifying therein the requested (iA) date and Facility of such Borrowing, (iiB) Type of Loans comprising such Borrowing, (iiiC) aggregate amount of such Borrowing, and (ivD) in the case of such a Borrowing consisting of Eurocurrency Rate LIBOR Loans, initial Interest PeriodPeriod for each such Loan. In the case of a proposed Revolving Credit Borrowing comprised of LIBOR Loans Administrative Lender shall promptly notify each Lender of the applicable interest rate under Section 2.6. Each Appropriate Lender shall (1) shall, before 12:00 noon (New York City Dallas time) on the date of such Revolving Credit Borrowing, in the case of a Borrowing consisting of Eurocurrency Rate Loans and (2) before 2:00 P.M. (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Base Rate Loans, make available for the account of its Applicable Lending Office to the Agent Administrative Lender at the applicable Agent’s AccountAdministrative Lender's Principal Office, in same day funds, such Lender’s ratable portion 's Pro Rata Part of such Borrowing. After the Agent’s Administrative Lender's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIISections 2.16 and 2.17, the Agent Administrative Lender will make such funds available to Borrower by depositing such funds received in the general deposit account of Borrower at the Agent’s address referred to in Section 9.02 or at the applicable Payment Office, as the case may bewith Administrative Lender. (b) Each Swing Line Borrowing shall be made on notice, given not later than 1:30 p.m. (Dallas time) on the date of the proposed Swing Line Borrowing, by Borrower to Swing Line Bank and Administrative Lender. Each such notice of a Swing Line Borrowing (a "Notice of Swing Line Borrowing") shall be by telephone, telex or telecopier, specifying therein the requested (i) date of such Borrowing fand (ii) amount of such Borrowing. If, in its sole discretion, it elects to make the requested Swing Line Loan, Swing Line Bank will make the amount thereof available to Administrative Lender at Administrative Lender's Principal Office, in same day funds. After Administrative Lender's receipt of such funds and upon fulfillment of the applicable conditions set forth in Sections 2.16 and 2.17, Administrative Lender will make such funds available to Borrower by depositing such funds received in the general deposit account of Borrower with Administrative Lender. Forthwith upon demand by Swing Line Bank and in any event upon the making of the request or the granting of the consent specified by Section 6.2 to authorize Administrative Lender to declare the Loans due and payable pursuant to the provisions of Section 6.2, each Lender, including Swing Line Bank, notwithstanding the failure of Borrower at such time to satisfy each condition specified in Section 2.17, shall make, by 12:00 noon (Dallas time) on the first Business Day following receipt by such Lender of notice from Swing Line Bank, a Revolving Credit Loan which is a Domestic Loan in an amount equal to the product of (x) such Lender's Specified Percentage multiplied by (y) the outstanding principal amount of such Swing Line Loan, and the proceeds of such Revolving Credit Loans will be applied by Administrative Lender to repay the outstanding Swing Line Loans. (c) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurocurrency Rate LIBOR Loans for any Borrowing if (i) the aggregate amount of such Borrowing is less than the Borrowing Minimum $5,000,000, or if (ii) the obligation of the Lenders to make Eurocurrency Rate LIBOR Loans shall then be suspended pursuant to Section 2.08 or 2.12, and (ii) the Eurocurrency Rate Loans may not be outstanding as part of more than six separate Term Borrowings and ten separate Revolving Credit Borrowings2.9. (cd) Each Notice of Borrowing and Notice of Swing Line Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurocurrency Rate LIBOR Loans, the Borrower shall indemnify each Appropriate Lender against any loss, cost or expense incurred by such Lender as a result of any failure of Borrower to fulfill on or before the date specified in such borrow any LIBOR Loans after a Notice of Borrowing for such Borrowing the applicable conditions set forth hereinhas been given in accordance with Section 2.2(a), including including, without limitation, any loss (including excluding loss of marginanticipated 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. The obligations of Borrower under this Section 2.2(d) shall survive termination of this Agreement. (de) Unless the Agent Administrative Lender shall have received notice from an Appropriate a Lender prior to the time date of any Borrowing that such Lender will not make available to the Agent Administrative Lender such Lender’s ratable portion 's Pro Rata Part, if any, of such Borrowing, the Agent Administrative Lender may assume that such Lender has made such portion available to the Agent Administrative Lender on the date of such Borrowing in accordance with subsection (a) or (b) of this Section 2.02 2.2 and the Agent Administrative Lender may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion Pro Rata Part available to the AgentAdministrative Lender, such Lender and the Borrower severally agree to repay to the Agent Administrative Lender forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the AgentAdministrative Lender, at (i) in the case of the Borrower, the higher of (A) the interest rate applicable at the time to the Loans comprising such Borrowing and (B) the cost of funds incurred by the Agent in respect of such amount and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Agent Administrative Lender such corresponding amount, such amount so repaid shall constitute such Lender’s 's Loan as part of such Borrowing for purposes of this Agreement. (ef) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 9.04(c) are several and not joint. The failure of any Appropriate Lender to make the Loans to be made by it as part of any Loan or to make any payment under Section 9.04(c) on any date required hereunder Borrowing shall not relieve any other Appropriate Lender of its corresponding obligation obligation, if any, hereunder to do so make its Loan on the date of such date and Borrowing, but no Lender shall be responsible for the failure of any other Lender to make its the Loan or to make its payment under Section 9.04(c)be made by such other Lender on the date of any Borrowing.

Making the Loans. (a) Except as otherwise provided in Section 2.03(c), each Borrowing shall be made on notice, given not later than (x) noon (New York City time) on the third Business Day (in the case 2.02 of the proposed Borrowing to be made on the Closing Date, 9:00 A.M. (New York City time) one Business Day (or such shorter period Financing Agreement is hereby amended as is approved by the Agent)) prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurocurrency Rate Loans or (y) noon (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 Appropriate Lender prompt notice thereof by fax or e-mail. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or fax in substantially the form of Exhibit B hereto (or in such other form as may be acceptable to the Agent), specifying therein the requested follows: (i) date and Facility The second sentence of such Borrowing, (iiSection 2.02(a) Type of Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurocurrency Rate Loans, initial Interest Period. Each Appropriate Lender shall (1) before noon (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Eurocurrency Rate Loans and (2) before 2:00 P.M. (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Base Rate Loans, make available for the account of its Applicable Lending Office to the Agent at the applicable Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth Financing Agreement is hereby amended and restated in Article III, the Agent will make such funds available its entirety to the Borrower at the Agent’s address referred to in Section 9.02 or at the applicable Payment Office, read as the case may be. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurocurrency Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than the Borrowing Minimum or if the obligation of the Lenders to make Eurocurrency Rate Loans shall then be suspended pursuant to Section 2.08 or 2.12, and (ii) the Eurocurrency Rate Loans may not be outstanding as part of more than six separate Term Borrowings and ten separate Revolving Credit Borrowings. (c) Each follows: "Such Notice of Borrowing shall be irrevocable and binding on shall specify (A) the Borrower. In principal amount of the proposed Loan (which, in the case of any Borrowing that the related Notice a LIBOR Rate Loan, must be in a minimum amount of Borrowing specifies is to be comprised $1,000,000 and in integral multiples of Eurocurrency Rate Loans, the Borrower shall indemnify each Appropriate 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 $500,000 in such Notice of Borrowing for such Borrowing the applicable conditions set forth herein, including any loss (including loss of marginexcess thereof), 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. (d) Unless the Agent shall have received notice from an Appropriate Lender prior to the time of any Borrowing that such Lender will not make available to the Agent such Lender’s ratable portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (iB) in the case of a Revolving Loan, whether such Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the Borrowercase of a LIBOR Rate Loan, the higher of initial Interest Period with respect thereto, (A) the interest rate applicable at the time to the Loans comprising such Borrowing and (B) the cost of funds incurred by the Agent in respect of such amount and (iiC) in the case of such LenderLoans requested on the Effective Date, the Federal Funds Rate. If First Amendment Effective Date or the Second Amendment Effective Date, whether such Lender shall repay Loan requested is to be a Revolving Loan, the Term Loan, the Supplemental Term Loan or the Additional Supplemental Term Loan, (D) the use of the proceeds of such proposed Loan and (E) the proposed borrowing date, which must be a Business Day, and, (x) with respect to the Agent such corresponding amountTerm Loan, such amount so repaid shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreementmust be the Effective Date, (y) with respect to the Supplemental Term Loan, must be the First Amendment Effective Date and (z) with respect to the Additional Supplemental Term Loan, must be the Second Amendment Effective Date." (eii) The obligations Section 2.02(c)(i) of the Financing Agreement is hereby amended and restated in its entirety to read as follows: (i) Except as otherwise provided in this subsection 2.02(c), all Loans under this Agreement shall be made by the Lenders hereunder simultaneously and proportionately to make Loans their Pro Rata Shares of the Total Revolving Credit Commitment, the Total Term Loan Commitment, the Total Supplemental Term Loan Commitment and to make payments pursuant to Section 9.04(c) are several and not joint. The failure of any Appropriate Lender to make any the Total Additional Supplemental Term Loan or to make any payment under Section 9.04(c) on any date required hereunder shall not relieve any other Appropriate Lender of its corresponding obligation to do so on such date and Commitment, as the case may be, it being understood that no Lender shall be responsible for the failure of any default by any other Lender in that other Lender's obligations to make its 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 its payment under Section 9.04(c)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."

Making the Loans. (a) Except as otherwise provided in Section 2.03(c)2.03, each Borrowing shall be made on notice, given not later than (x) noon 11:00 A.M. (New York City time) on the third Business Day (or in the case of the proposed Borrowing to be made on Term Loans, the Closing Date, 9:00 A.M. (New York City time) one second Business Day (or such shorter period as is approved by the Agent)Day) prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurocurrency Eurodollar Rate Loans or (y) noon 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 Appropriate Lender prompt notice thereof by fax or e-mailthereof. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or fax telecopier in substantially the form of Exhibit B hereto (or in such other form as may be acceptable to the Agent)hereto, specifying therein the requested (i) date and Facility 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 Eurocurrency Eurodollar Rate Loans, initial Interest PeriodPeriod for such Loans. Each Appropriate Lender shall (1) shall, before noon (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Eurocurrency Rate Loans and (2) before 2:00 1:00 P.M. (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Base Rate Loans, make available for the account of its Applicable Lending Office to the Agent at the applicable Agent’s Account, in same day funds, such Lender’s ratable portion 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 Borrower at the Agent’s address referred to in Section 9.02 or at the applicable Payment Office, as the case may be8.02. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurocurrency no Borrowing of Eurodollar Rate Loans for any Borrowing if the aggregate shall be in an amount of such Borrowing that is less than the $5,000,000, (ii) no Borrowing Minimum or of Eurodollar Rate Loans shall be permitted if the obligation of the Lenders to make Eurocurrency Eurodollar Rate Loans shall then be suspended pursuant to Section 2.08 or 2.12, and (iiiii) the Eurocurrency Borrowings comprised of Eurodollar Rate Loans may not be outstanding as part of more than six twenty separate Term Borrowings and ten separate Revolving Credit BorrowingsInterest Periods. (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurocurrency Eurodollar Rate Loans, the Borrower shall indemnify each Appropriate 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 hereinin Article III, including including, without limitation, any loss (including excluding loss of marginanticipated 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. (d) Unless the Agent shall have received notice from an Appropriate a Lender prior to the time date of any Borrowing that such Lender will not make available to the Agent such Lender’s ratable portion Ratable Share of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion Ratable Share available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the higher of (A) the interest rate applicable at the time to the Loans comprising such Borrowing and (B) the cost of funds incurred by the Agent in respect of such amount and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall 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. (e) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 9.04(c) are several and not joint. The failure of any Appropriate Lender to make the Loan to be made by it as part of any Loan or to make any payment under Section 9.04(c) on any date required hereunder Borrowing shall not relieve any other Appropriate Lender of its corresponding obligation obligation, if any, hereunder to do so make its Loan on the date of such date and Borrowing, but no Lender shall be responsible for the failure of any other Lender to make its the Loan or to make its payment under Section 9.04(c)be made by such other Lender on the date of any Borrowing.

Making the Loans. (a) Except as otherwise provided in Section 2.03(c)2.03, each Borrowing shall be made on notice, given not later than (x) noon 11:00 A.M. (New York City time) on the third Business Day (in the case of the proposed Borrowing to be made on the Closing Date, 9:00 A.M. (New York City time) one Business Day (or such shorter period as is approved by the Agent)) prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurocurrency Term SOFR Rate Loans or (y) noon 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 Appropriate Lender prompt notice thereof by fax or e-mailthereof. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or fax telecopier in substantially the form of Exhibit B hereto (hereto, or in such other form as may be acceptable to approved by the Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Agent), appropriately completed and signed by a Responsible Officer, specifying therein the requested (i) CHAR1\1986393v3 date and Facility 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 Eurocurrency Term SOFR Rate Loans, initial Interest PeriodPeriod for such Loans. Each Appropriate Lender shall (1) shall, before noon (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Eurocurrency Rate Loans and (2) before 2:00 1:00 P.M. (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Base Rate Loans, make available for the account of its Applicable Lending Office to the Agent at the applicable Agent’s Account, in same day funds, such LenderXxxxxx’s ratable portion 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 Borrower at the Agent’s address referred to in Section 9.02 or at the applicable Payment Office, as the case may be8.02. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurocurrency Rate Loans for any Each Borrowing if the aggregate amount of such Borrowing is less than the Borrowing Minimum or if the obligation of the Lenders to make Eurocurrency Term SOFR Rate Loans shall then be suspended in an amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, and each Borrowing of Base Rate Loans shall be in an amount of $500,000 or a whole multiple of $100,000 in excess thereof; provided that if the Lenders fund their participation interests in any Letter of Credit pursuant to Section 2.08 or 2.122.03(c), and (ii) the Eurocurrency resulting Borrowing may be in the amount of the payment made by the applicable Issuing Bank in respect of such Letter of Credit. Borrowings comprised of Term SOFR Rate Loans may not be outstanding as part of more than six separate Term Borrowings and ten separate Revolving Credit BorrowingsInterest Periods. (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurocurrency Term SOFR Rate Loans, the Borrower shall indemnify each Appropriate 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 hereinin Article III, including any loss (including excluding loss of marginanticipated 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. (d) Unless the Agent shall have received notice from an Appropriate a Lender prior to the time date of any Borrowing that such Lender will not make available to the Agent such LenderXxxxxx’s ratable portion Ratable Share of such Borrowing, the Agent may assume that such Lender Xxxxxx has made such portion available to the Agent on the date of such Borrowing in accordance with subsection clause (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion Ratable Share available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the higher of (A) the interest rate applicable at the time to the Loans comprising such Borrowing and (B) the cost of funds incurred by the Agent in respect of such amount and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall 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. (e) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 9.04(c) are several and not joint. The failure of any Appropriate Lender to make the Loan to be made by it as part of any Loan or to make any payment under Section 9.04(c) on any date required hereunder Borrowing shall not relieve any other Appropriate Lender of its corresponding obligation obligation, if any, hereunder to do so make its Loan on the date of such date and Borrowing, but no Lender shall be responsible for the failure of any other Lender to make its the Loan or to make its payment under Section 9.04(c)be made by such other Lender on the date of any Borrowing.

Making the Loans. The Administrative Borrower shall give the Agent prior written notice (a) Except as otherwise provided in Section 2.03(csubstantially the form of Exhibit C hereto (a “Notice of Borrowing”)), each Borrowing shall be made on notice, given not later than (x) 12:00 noon (New York City time) on the third date which is 5 Business Day (in the case of the proposed Borrowing to be made on the Closing Date, 9:00 A.M. (New York City time) one Business Day (or such shorter period as is approved by the Agent)) Days prior to the date of the proposed Loan (or such shorter period as the 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). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to the initial Term Loan to be made on the Effective Date, shall be in the amount of $95,000,000, (ii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a Borrowing consisting LIBOR Rate Loan, the initial Interest Period with respect thereto, (iii) the use of Eurocurrency Rate Loans the proceeds of such proposed Loan, (iv) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term Loan, must be the Effective Date, and (v) the wire instructions of the Administrative Borrower's account or (yany other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the 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 Agent, in immediately available funds, in the Agent's Account no later than 12:00 noon (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 Appropriate Lender prompt notice thereof by fax or e-mailLoan. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or fax in substantially the form of Exhibit B hereto (or in such other form as may be acceptable to the Agent), specifying therein the requested (i) date and Facility 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 Eurocurrency Rate Loans, initial Interest Period. Each Appropriate Lender shall (1) before noon (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Eurocurrency Rate Loans and (2) before 2:00 P.M. (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Base Rate Loans, make available for the account of its Applicable Lending Office to the Agent at the applicable Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing. After the Agent’s Upon receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIIall requested funds, the Agent will make the proceeds of such funds Loan available to the Administrative Borrower at on the Agent’s address referred day of the proposed Loan by causing an amount, in immediately available funds to be deposited in Section 9.02 or at an account designated by the Administrative Borrower in the applicable Payment Office, as the case may be. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurocurrency Rate Loans for any Borrowing if the aggregate amount Notice of such Borrowing is less than the Borrowing Minimum or if the obligation of Borrowing. The Agent and the Lenders to make Eurocurrency Rate Loans shall then be suspended pursuant to Section 2.08 or 2.12, and (ii) may act without liability upon the Eurocurrency Rate Loans may not be outstanding as part basis of more than six separate Term Borrowings and ten separate Revolving Credit Borrowings. (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurocurrency Rate Loans, the Borrower shall indemnify each Appropriate 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 herein, including any loss (including loss of margin), 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. (d) Unless the Agent shall have received written notice from an Appropriate Lender prior to the time of any Borrowing that such Lender will not make available to the Agent such Lender’s ratable portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the higher of (A) the interest rate applicable at the time to the Loans comprising such Borrowing and (B) the cost of funds incurred believed by the Agent in respect of such amount and good faith to be from the Administrative Borrower (ii) or from any Authorized Officer thereof designated in writing purportedly from the case of such Lender, the Federal Funds Rate. If such Lender shall repay Administrative Borrower 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. (e) The obligations Agent). Each Borrower hereby waives the right to dispute the Agent's record of the Lenders hereunder to make Loans and to make payments pursuant to Section 9.04(c) are several and not jointterms of any such Notice of Borrowing. The failure of any Appropriate Lender to make any Loan or to make any payment under Section 9.04(c) on any date required hereunder shall not relieve any other Appropriate Lender of its corresponding obligation to do so on such date Agent and no each Lender shall be responsible for entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the failure Borrowers until the Agent receives written notice to the contrary. The Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any other Lender to make its Loan or to make its payment under Section 9.04(c)Notice of Borrowing.

Making the Loans. (a) Except as otherwise provided The Borrower shall give the Administrative Agent prior written notice in Section 2.03(csubstantially the form of Exhibit B hereto (a “Notice of Borrowing”)), each Borrowing shall be made on notice, given not later than (x) noon (New York City time) on the third Business Day (in the case of the proposed Borrowing to be made on the Closing Date, 9:00 A.M. (New York City time) one Business Day (or such shorter period as is approved by the Agent)) prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurocurrency Rate Loans or (y) 12:00 noon (New York City time) on the date of the proposed Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to time, provided, that such Notice of Borrowing in the case of a Borrowing consisting of Base Rate Loans, shall be received by the Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof by fax or e-mail. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or fax in substantially the form of Exhibit B hereto (or in such other form as may be acceptable to the Agent), specifying therein the requested (i) date and Facility of such Borrowing, (ii) Type of Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (ivx) in the case of a Borrowing borrowing consisting of Eurocurrency a Reference Rate LoansLoan, initial Interest Period. Each Appropriate Lender shall (1) before not later than 12:00 noon (New York City time) on the borrowing date of such Borrowingthe proposed Reference Rate Loan, and (y) in the case of a Borrowing borrowing consisting of Eurocurrency LIBOR Rate Loans and (2) before 2:00 P.M. Loans, not later than 12:00 noon (New York City time) on the a date of such Borrowing, in the case of a Borrowing consisting of Base Rate Loans, make available for the account of its Applicable Lending Office that is two (2) Business Days prior to the Agent at the applicable Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowingproposed 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 Borrower at the Agent’s address referred to in Section 9.02 or at the applicable Payment Office, as the case may be. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurocurrency Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than the Borrowing Minimum or if the obligation of the Lenders to make Eurocurrency Rate Loans shall then be suspended pursuant to Section 2.08 or 2.12, and (ii) the Eurocurrency Rate Loans may not be outstanding as part of more than six separate Term Borrowings and ten separate Revolving Credit Borrowings. (c) Each Such Notice of Borrowing shall be irrevocable and binding shall specify (i) the principal amount of the proposed Loan, which, in the case of the Term Loan A, shall fully utilize the Total Term Loan A Commitment on the BorrowerEffective Date, in the case of the Term Loan A-1, shall fully utilize the Total Term Loan A-1 Commitment on the Effective Date, and in the case of the Term Loan B, shall fully utilize the Total Term Loan B Commitment on the Effective Date, (ii) whether such 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, (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 Loan A, the Term Loan A-1 and the Term Loan B, must be the Effective Date, and (v) whether the Loan is a Revolving Loan, Term Loan A, Term Loan A-1 or Term Loan B. 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, the Assistant Treasurer or the Vice President of Finance and Accounting 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. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurocurrency Rate Revolving Loans, (i) each Reference Rate Loan shall be made in a minimum amount of $200,000 and shall be in an integral multiple of $100,000 and (ii) each LIBOR Rate Loan shall be made in a minimum amount of $1,000,000 and in integral multiples of $500,000 in excess thereof. In the case of the Term Loan A, the Term Loan A-1 and the Term Loan B, (i) each Reference Rate Loan shall be made in a minimum amount of $1,000,000 and shall be in an integral multiple of $500,000 and (ii) each LIBOR Rate Loan shall be made in a minimum amount of $1,000,000 and in integral multiples of $500,000 in excess thereof. No more than ten (10) Interest Periods in the aggregate for the Borrower may exist at any one time. (i) Except as otherwise provided in this subsection 2.02(c), all Loans under this Agreement shall indemnify each Appropriate be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Revolving Credit Commitment, the Total Term Loan A Commitment, the Total Term Loan A-1 Commitment or the Total Term Loan B Commitment, as the case may be, it being understood that no Lender against shall be responsible for any lossdefault by any other Lender in that other Lender’s obligations to make a Loan requested hereunder, cost nor shall the commitment of any Lender be increased or expense incurred by such Lender decreased as a result of the default by any failure other Lender in that other Lender’s obligation to fulfill on or before make a Loan requested hereunder, and each Lender shall be obligated to make the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth herein, including any loss (including loss of margin), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan Loans required to be made by such Lender as part it by the terms of such Borrowing when such Loan, as a result this Agreement regardless of such failure, is not made on such datethe failure by any other Lender. (dii) Unless 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 an Appropriate Lender the Collateral 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 6.02 will not be satisfied at the time of any 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 6.02 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 immediately available funds, in the Administrative Agent’s Account no later than 2:00 p.m. (New York City time) (provided that the Administrative Agent requests payment from such Lender’s ratable portion Revolving Loan Lender not later than 1:00 p.m. (New York City time)) (1) on the date of the proposed Revolving Loan in the case of a Reference Rate Loan and (2) one day prior to the date of the proposed Revolving Loan, in the case of a LIBOR Rate Loan. The Administrative Agent will make the proceeds of such BorrowingRevolving 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 such 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 portion amount available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 day and the Agent Administrative Agent, in its sole 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 a corresponding amountday. If and to the extent that Administrative Agent makes such Lender shall not have so made such ratable portion corresponding amount available to the Agent, such Lender Borrower and the Borrower severally agree to repay to the Agent forthwith on demand 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 amount is made available to the Borrower payment was due until the date such amount is repaid 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 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, the Borrower shall, upon demand by the Administrative Agent, repay such amount to the Administrative Agent for its own account. (iv) Nothing in this subsection 2.02(c) shall be deemed to relieve any Lender from its obligations to fulfill its Revolving Credit Commitment hereunder or to prejudice any rights that the Agents or the Borrower may have against any Lender as a result of any default by such Lender hereunder. (i) With respect to each Revolving Loan that is a 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 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 notify each Revolving Loan Lender of the unpaid principal amount of the 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 3:00 p.m. (New York City time) if the Administrative Agent requests payment from such Lender not later than 12:00 noon (New York City 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 case of the Borrowerthen outstanding Revolving Loans to such an extent that, the higher of (A) the after giving effect to such adjustment, each such Revolving Loan Lender’s interest rate applicable at the time to the Loans comprising such Borrowing and (B) the cost of funds incurred by the Agent in respect of such amount and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay then outstanding Revolving Loans will be equal 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. (e) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 9.04(c) are several and not joint. The failure of any Appropriate Lender to make any Loan or to make any payment under Section 9.04(c) on any date required hereunder shall not relieve any other Appropriate Lender of its corresponding obligation to do so on such date and no Lender shall be responsible for the failure of any other Lender to make its Loan or to make its payment under Section 9.04(c).Pro

Making the Loans. (a) Except as otherwise provided in Section 2.03(c), each Borrowing thereof shall be made on noticeEurodollar Rate Loans; provided, given however, that the aggregate of -------- ------- the Eurodollar Rate Loans for each Interest Period must be in an amount of not later less than $1,000,000 or an integral multiple of $100,000 in excess thereof. Notwithstanding the foregoing, unless otherwise agreed to by the Agents, until the earlier to occur of (xi) noon the date that is 30 days after the Closing Date and (New York City timeii) on the third Business Day date the Borrower is advised by the Syndication Agent that the Syndication Agent's primary syndication period has been concluded, the Borrower may only request Base Rate Loans. (in the case b) The Administrative Agent shall give to each Lender prompt notice of the proposed Administrative Agent's receipt of a Notice of Borrowing to be made on and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the Closing Dateapplicable interest rate under Section 2.8(b). Each Lender shall, 9:00 before 11:00 A.M. (New York City time) one Business Day (or such shorter period as is approved by the Agent)) prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurocurrency Rate Loans or (y) noon (New York City Boston 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 Appropriate Lender prompt notice thereof by fax or e-mail. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or fax in substantially the form of Exhibit B hereto (or in such other form as may be acceptable to the Agent), specifying therein the requested (i) date and Facility 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 Eurocurrency Rate Loans, initial Interest Period. Each Appropriate Lender shall (1) before noon (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Eurocurrency Rate Loans and (2) before 2:00 P.M. (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Base Rate Loans, make available for the account of its Applicable Lending Office to the Administrative Agent at the applicable Agent’s Accountits address referred to in Section 10.2, in same day immediately available funds, such Lender’s ratable portion 's Ratable Portion of such proposed Borrowing. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent’s address referred to in Section 9.02 or at the applicable Payment Office, as the case may be. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurocurrency Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than the Borrowing Minimum or if the obligation of the Lenders to make Eurocurrency Rate Loans shall then be suspended pursuant to Section 2.08 or 2.12, and (ii) the Eurocurrency Rate Loans may not be outstanding as part of more than six separate Term Borrowings and ten separate Revolving Credit Borrowings's aforesaid address. (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any a proposed Borrowing that which the related Notice of Borrowing specifies is to be comprised of Eurocurrency Eurodollar Rate Loans, the Borrower shall indemnify each Appropriate 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 proposed Borrowing the applicable conditions set forth hereinin Article III, including including, without limitation, any loss (including including, without limitation, loss of marginanticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the 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 datethe date so specified. (d) Unless the Administrative Agent shall have received notice from an Appropriate a Lender prior to the time date of any proposed Borrowing that such Lender will not make available to the Administrative Agent such Lender’s ratable portion 's Ratable Portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion Ratable Portion available to the Administrative Agent on the date of such proposed Borrowing in accordance with subsection (a) of this Section 2.02 2.2 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion Ratable Portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the higher of (A) the interest rate applicable at the time to the Loans comprising such Borrowing and (B) the cost of funds incurred by the Agent in respect of such amount and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s 's Loan as part of such Borrowing for purposes of this Agreement. If the Borrower shall repay to the Administrative Agent such corresponding amount, such payment shall not relieve such Lender of any obligation it may have to the Borrower hereunder. (e) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 9.04(c) are several and not joint. The failure of any Appropriate Lender to make any the Loan or to make any payment under Section 9.04(c) on any date required hereunder be made by it as part of a Borrowing shall not relieve any other Appropriate Lender of its corresponding obligation obligation, if any, hereunder to do so make its Loan on the date of such date and Borrowing, but no Lender shall be responsible for the failure of any other Lender to make its the Loan to be made by such other Lender on the date of any such Borrowing. (f) Each Borrowing consisting solely of Base Rate Loans shall be in an aggregate amount of not less than $500,000 or to make its payment under Section 9.04(c)an integral multiple of $100,000 in excess thereof.

Making the Loans. (a) Except as otherwise provided in Section 2.03(c)2.03, each Borrowing shall be made on notice, given not later than (x) noon 11:00 A.M. (New York City time) on the third Business Day (or in the case of the proposed Borrowing to be made on Term Loans, the Closing Date, 9:00 A.M. (New York City time) one second Business Day (or such shorter period as is approved by the Agent)Day) prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurocurrency Eurodollar Rate Loans or (y) noon 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 Appropriate Lender prompt notice thereof by fax or e-mailthereof. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or fax telecopier in substantially the form of Exhibit B hereto (or in such other form as may be acceptable to the Agent)hereto, specifying therein the requested (i) date and Facility 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 Eurocurrency Eurodollar Rate Loans, initial Interest PeriodPeriod for such Loans. Each Appropriate Lender shall (1) shall, before noon (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Eurocurrency Rate Loans and (2) before 2:00 1:00 P.M. (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Base Rate Loans, make available for the account of its Applicable Lending Office to the Agent at the applicable Agent’s Account, in same day funds, such Lender’s ratable portion 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 Borrower at the Agent’s address referred to in Section 9.02 or at the applicable Payment Office, as the case may be8.02. (b) Anything Each Borrowing of Eurodollar Rate Loans shall be in subsection (a) above to the contrary notwithstandingan amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, and each Borrowing of Base Rate Loans shall be in an amount of $500,000 or a whole multiple of $100,000 in excess thereof; provided that (i) if the Borrower Lenders fund their participation interests in any Letter of Credit pursuant to Section 2.03(c), the resulting Borrowing may not select Eurocurrency Rate Loans for be in the amount of the payment made by the applicable Issuing Bank in respect of such Letter of Credit; and (ii) if at any Borrowing if time the aggregate amount of the A-1 Term Loans and/or the A-2 Term Loans is not a whole multiple of $1,000,000, then the Borrower may maintain one Borrowing of the applicable Class of Term Loans that is not such Borrowing a whole multiple (but is not less than the Borrowing Minimum or if the obligation $5,000,000). Borrowings comprised of the Lenders to make Eurocurrency Rate Loans shall then be suspended pursuant to Section 2.08 or 2.12, and (ii) the Eurocurrency Eurodollar Rate Loans may not be outstanding as part of more than six separate Term Borrowings and (x) ten separate Revolving Credit BorrowingsInterest Periods with respect to Loans of a single Class and (y) twenty separate Interest Periods in the aggregate for Loans of all Classes. (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurocurrency Eurodollar Rate Loans, the Borrower shall indemnify each Appropriate 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 hereinin Article III, including any loss (including excluding loss of marginanticipated 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. (d) Unless the Agent shall have received notice from an Appropriate a Lender prior to the time date of any Borrowing that such Lender will not make available to the Agent such Lender’s ratable portion Ratable Share of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion Ratable Share available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the higher of (A) the interest rate applicable at the time to the Loans comprising such Borrowing and (B) the cost of funds incurred by the Agent in respect of such amount and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall 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. (e) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 9.04(c) are several and not joint. The failure of any Appropriate Lender to make the Loan to be made by it as part of any Loan or to make any payment under Section 9.04(c) on any date required hereunder Borrowing shall not relieve any other Appropriate Lender of its corresponding obligation obligation, if any, hereunder to do so make its Loan on the date of such date and Borrowing, but no Lender shall be responsible for the failure of any other Lender to make its the Loan or to make its payment under Section 9.04(c)be made by such other Lender on the date of any Borrowing.

Making the Loans. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing shall be made on notice, given not later than (x) noon (New York City time) on the third Business Day (or, in the case of the proposed Borrowing to be made on the Closing Date, 9:00 A.M. noon (New York City time) one Business Day (or such shorter period as is approved by the Agent)) prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurocurrency Rate Loans or (y) noon (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 Appropriate Lender prompt notice thereof by fax or e-mail. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or fax in substantially the form of Exhibit B hereto (or in such other form as may be acceptable to the Agent), specifying therein the requested requested, (i) date and Facility 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 Eurocurrency Rate Loans, the initial Interest Period. Each Appropriate Lender shall (1) before noon (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Eurocurrency Rate Loans and (2) before 2:00 P.M. (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Base Rate Loans, make available for the account of its Applicable Lending Office to the Agent at the applicable Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent’s address referred to in Section 9.02 or at the applicable Payment Office, as the case may be. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurocurrency Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than the Borrowing Minimum or if the obligation of the Lenders to make Eurocurrency Rate Loans shall then be suspended pursuant to Section 2.08 2.07 or 2.12, and (ii) the Eurocurrency Rate Loans may not be outstanding as part of more than six separate Term Borrowings and ten separate Revolving Credit Borrowings. (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurocurrency Rate Loans, the Borrower shall indemnify each Appropriate 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 herein, including any loss (including loss of margin), 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. (d) Unless the Agent shall have received notice from an Appropriate Lender prior to the time of any Borrowing that such Lender will not make available to the Agent such Lender’s ratable portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the higher of (A) the interest rate applicable at the time to the Loans comprising such Borrowing and (B) the cost of funds incurred by the Agent in respect of such amount and (ii) in the case of such Lender, the greater of the Federal Funds RateEffective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement. (e) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 9.04(c) are several and not joint. The failure of any Appropriate Lender to make any Loan or to make any payment under Section 9.04(c) on any date required hereunder shall not relieve any other Appropriate Lender of its corresponding obligation to do so on such date and no Lender shall be responsible for the failure of any other Lender to make its Loan or to make its payment under Section 9.04(c).

Making the Loans. (a) Except as otherwise provided in Section 2.03(c), each Borrowing shall be made on notice, given not later than (x) noon (New York City time) on the third Business Day (in the case 2.02 of the proposed Borrowing to be made on the Closing Date, 9:00 A.M. (New York City time) one Business Day (or such shorter period Financing Agreement is hereby amended as is approved by the Agent)) prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurocurrency Rate Loans or (y) noon (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 Appropriate Lender prompt notice thereof by fax or e-mail. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or fax in substantially the form of Exhibit B hereto (or in such other form as may be acceptable to the Agent), specifying therein the requested follows: (i) date and Facility The second sentence of such Borrowing, (iiSection 2.02(a) Type of Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurocurrency Rate Loans, initial Interest Period. Each Appropriate Lender shall (1) before noon (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Eurocurrency Rate Loans and (2) before 2:00 P.M. (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Base Rate Loans, make available for the account of its Applicable Lending Office to the Agent at the applicable Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth Financing Agreement is hereby amended in Article III, the Agent will make such funds available its entirety to the Borrower at the Agent’s address referred to in Section 9.02 or at the applicable Payment Office, read as the case may be. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurocurrency Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than the Borrowing Minimum or if the obligation of the Lenders to make Eurocurrency Rate Loans shall then be suspended pursuant to Section 2.08 or 2.12, and (ii) the Eurocurrency Rate Loans may not be outstanding as part of more than six separate Term Borrowings and ten separate Revolving Credit Borrowings. (c) Each follows: "Such Notice of Borrowing shall be irrevocable and binding on shall specify (i) the Borrower. In principal amount of the proposed Loan (which, in the case of any Borrowing that the related Notice a LIBOR Rate Loan, must be in a minimum amount of Borrowing specifies $1,000,000 and in integral multiples of $100,000 in excess thereof), (ii) whether such Loan is requested to be comprised a Reference Rate Loan or a LIBOR Rate Loan and, in the case of Eurocurrency a LIBOR Rate LoansLoan, the Borrower shall indemnify each Appropriate Lender against any lossinitial Interest Period with respect thereto, 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 herein, including any loss (including loss of margin), 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. (d) Unless the Agent shall have received notice from an Appropriate Lender prior to the time of any Borrowing that such Lender will not make available to the Agent such Lender’s ratable portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (iiii) in the case of Loans requested on the BorrowerEffective Date, the higher of Fourth Amendment Effective Date, the Second Draw Date, the Supplemental Term Loan Second Draw Date or the Supplemental Term Loan Final Draw Date, whether such Loan is requested to be a Revolving Loan, the Term Loan or the Supplemental Term Loan, (Aiv) the interest rate applicable at use of the time proceeds of such proposed Loan, and (v) the proposed borrowing date, which must be a Business Day, and, (x) with respect to the Loans comprising such Borrowing Term Loan, must be the Effective Date or the Second Draw Date and (By) with respect to the cost of funds incurred by Supplemental Term Loan, must be the Agent in respect of such amount and Fourth Amendment Effective Date, the Supplemental Term Loan Second Draw Date or the Supplemental Term Loan Final Draw Date." (ii) Section 2.02(c)(i) of the Financing Agreement is hereby amended in its entirety to read as follows: (i) Except as otherwise provided in this subsection 2.02(c) and Section 2.01(a)(ii)(B), 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 Term Loan Commitment and the Total Supplemental Term Loan Commitment, as the case of such Lendermay be, 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. (e) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 9.04(c) are several and not joint. The failure of any Appropriate Lender to make any Loan or to make any payment under Section 9.04(c) on any date required hereunder shall not relieve any other Appropriate Lender of its corresponding obligation to do so on such date and it being understood that no Lender shall be responsible for the failure of any default by any other Lender in that other Lender's obligations to make its 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 its payment under Section 9.04(c)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."

Making the Loans. Each borrowing under this Section 2.01 (aa “Borrowing”) Except as otherwise provided shall be in a minimum amount of $100,000 or an integral multiple of $100,000 above such amount. Subject to Section 2.03(c)3.08, each Borrowing shall be made comprised entirely of Prime Rate Loans or LIBOR Loans, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment on notice, given not later than (x) noon (New York City time) on the third Business Day (in the case of the proposed Borrowing to be made on the Closing Date, 9:00 A.M. (New York City time) one any Business Day (or such shorter period as is approved by the Agent)) prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurocurrency Rate Loans or (y) noon (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate for LIBOR Loans, by any LIBOR Business Day), provided that the Borrower to the Agent, which shall give to each Appropriate the Lender prompt irrevocable written notice thereof by fax or e-mail. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately substantially in writing, or fax in substantially the form of Exhibit B A hereto (or in such other form as may which notice must be acceptable received by the Lender prior to the Agent)3:00 p.m., specifying therein the requested New York time) (i) date and Facility of such Borrowing, (ii) Type of Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv1) in the case of a Borrowing consisting of Eurocurrency Prime Rate Loans, initial Interest Period. Each Appropriate Lender shall on such requested Borrowing date, and (12) before noon (New York City time) on the date of such Borrowing, in the case of LIBOR Loans, three (3) LIBOR Business Days prior to the requested Borrowing date, in each case specifying (A) the amount of the proposed Borrowing, (B) the requested date of the Borrowing, (C) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing consisting of Eurocurrency shall be a Prime Rate Loans Loan) and (2D) before 2:00 P.M. (New York City time) on if such Borrowing is a LIBOR Loan, the date length of such Borrowing, in the case of a Borrowing consisting of Base Rate Loans, make available for the account of its Applicable Lending Office to the Agent at the applicable Agent’s Account, in same day funds, such Lender’s ratable portion of such BorrowingInterest Period therefor. After the Agent’s receipt of such funds and upon fulfillment Upon satisfaction or waiver of the applicable conditions set forth in Article IIIIV, the Agent Lender will make available the proceeds of all such funds available Loans to the Borrower at by crediting the Agent’s address referred to in Section 9.02 or at the applicable Payment Office, as the case may be. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) account of the Borrower may not select Eurocurrency Rate Loans for any Borrowing if on the aggregate amount of such Borrowing is less than the Borrowing Minimum or if the obligation books of the Lenders to make Eurocurrency Rate Loans shall then be suspended pursuant to Section 2.08 Lender, or 2.12, and (ii) the Eurocurrency Rate Loans may not be outstanding as part of more than six separate Term Borrowings and ten separate Revolving Credit Borrowings. (c) Each Notice of Borrowing shall be irrevocable and binding on otherwise directed by the Borrower. In the case The Lender’s failure to receive any written notice of any a particular Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurocurrency Rate Loans, shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall indemnify each Appropriate Lender against not incur 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 herein, including any loss (including loss of margin), 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. (d) Unless the Agent shall have received notice from an Appropriate Lender prior to the time of any Borrowing that such Lender will not make available to the Agent such Lender’s ratable portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case behalf of the Borrower, the higher of (A) the interest rate applicable at the time to the Loans comprising such Borrowing and (B) the cost of funds incurred by the Agent in respect of such amount and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall 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. (e) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 9.04(c) are several and not joint. The failure of any Appropriate Lender to make any Loan or to make any payment under Section 9.04(c) on any date required hereunder shall not relieve any other Appropriate Lender of its corresponding obligation to do so on such date and no Lender shall be responsible for the failure of any other Lender to make its Loan or to make its payment under Section 9.04(c).

Making the Loans. (a) Except as otherwise provided in Section 2.03(c), each The Initial Borrowing shall be made on notice, given not later than (x) 12:00 noon (New York City time) on the third Business Day (prior to the Effective Date in the case of the proposed Borrowing to be made on the Closing Date, 9:00 A.M. (New York City time) one Business Day (or such shorter period as is approved by the Agent)) prior to the date of the proposed Borrowing in the case of a an Initial Borrowing consisting of Eurocurrency Eurodollar Rate Loans or (y) 12:00 noon (New York City time) on the date of Business Day prior to the proposed Borrowing Effective Date in the case of a an Initial Borrowing consisting of Base Rate Loans, by the Borrower to the Agent, which shall give to each Appropriate Lender prompt notice thereof by fax or e-mailfacsimile. Each such Such notice of a the Initial Borrowing (a the “Notice of Initial Borrowing”) shall be in writing or by telephone, confirmed immediately in writing, or fax facsimile in substantially the form of Exhibit B hereto (or in such other form as may be acceptable to the Agent)hereto, specifying therein the requested (i) date of the Initial Borrowing (which shall be the Effective Date and Facility of such Borrowinga Business Day), (ii) Type of Loans comprising such the Initial Borrowing, (iii) aggregate amount of such the Initial Borrowing, and (iv) in the case of a an Initial Borrowing consisting of Eurocurrency Eurodollar Rate Loans, initial Interest PeriodPeriod for each such Loan. Each Appropriate Lender shall (1) shall, before noon (New York City time) 2:00 p.m. on the date of such the Initial Borrowing, in the case of a Borrowing consisting of Eurocurrency Rate Loans and (2) before 2:00 P.M. (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Base Rate Loans, make available for the account of its Applicable Lending Office to the Agent at the applicable Agent’s Account, in same day funds, such Lender’s ratable portion Ratable Share of such the Initial 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 Borrower at the Agent’s address referred to in Section 9.02 8.02 or at as requested by the applicable Payment Office, as Borrower in the case may beNotice of Initial Borrowing. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurocurrency Eurodollar Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than the Borrowing Minimum $5,000,000 or less than an integral multiple of $1,000,000 in excess thereof or if the obligation of the Lenders to make Eurocurrency Eurodollar Rate Loans shall then be suspended pursuant to Section 2.08 2.06 or 2.122.10, and (ii) the Eurocurrency Rate Loans may not at no time shall there be outstanding as part of more than six separate Term Borrowings and ten separate Revolving Credit Borrowingsthree (3) different Interest Periods outstanding for Eurodollar Rate Loans. (c) Each The Notice of Initial Borrowing shall be irrevocable and binding on the Borrower. In If the case Notice of any Initial Borrowing specifies that the related Notice of Initial Borrowing specifies is to be comprised of Eurocurrency Eurodollar Rate Loans, the Borrower shall indemnify each Appropriate 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 such the Notice of Borrowing for such Initial Borrowing the applicable conditions set forth hereinin 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 including, without limitation, any loss (including excluding loss of marginanticipated 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 the Initial Borrowing when such Loan, as a result of any such failure, is not made on such date. (d) Unless the Agent shall have received notice from an Appropriate a Lender prior to the time of any the Initial Borrowing that such Lender will not make available to the Agent such Lender’s ratable portion Ratable Share of such the Initial Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such the Initial Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion Ratable Share available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on 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, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the higher of (A) the interest rate applicable at the time to the Loans comprising such the Initial Borrowing and (B) the cost of funds incurred by the Agent in respect of such amount and (ii) in the case of such Lender, the Federal Funds Rate. If the Borrower and such Lender shall pay such interest to the Agent for the same or an overlapping period, the Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower 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 such the Initial Borrowing for purposes of this Agreement. (e) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 9.04(c) are several and not joint. The failure of any Appropriate Lender to make any the Loan or to make any payment under Section 9.04(c) on any date required hereunder be made by it as part of the Initial Borrowing shall not relieve any other Appropriate Lender of its corresponding obligation obligation, if any, hereunder to do so make its Loan on such the date and of the Initial Borrowing, but no Lender shall be responsible for the failure of any other Lender to make its the Loan or to make its payment under Section 9.04(c)be made by such other Lender on the date of the Initial Borrowing.

Making the Loans. (a) Except as otherwise provided for in Section 2.03(cSections 2.2(b), 2.3(a), 2.9(b), 2.9(c), 2.17(h) and 2.18, each Borrowing shall be made on notice, given not later than by a Borrower to the Agent (x) noon (New York City time) on the third Business Day (in the case of the proposed a Revolving Credit Borrowing requested to be made on the Closing Daterefinance a Swing Loan, 9:00 A.M. not later than 12:00 P.M. (New York City time) one Business Day (or such shorter period as is approved by the Agent)) prior to the date of the proposed Revolving Credit Borrowing and (y) in the case of each other Borrowing requested as a Borrowing consisting of Eurocurrency Rate Loans or (y) noon direct advance to a Borrower, 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 Appropriate Lender prompt notice thereof by fax or e-mailBorrowing. Each such notice shall be executed by an officer of a Borrowing any Borrower indicated on Schedule 2.2 or such other Persons as agreed to, in writing, by the Agent (a “"Notice of Borrowing”) "), which notice shall be by telephone, confirmed immediately in writing, or fax in substantially the form of Exhibit B hereto (or in such other form as may be acceptable to the Agent)B, specifying therein the requested (i) the date and Facility of such proposed Borrowing, (ii) Type of Loans comprising such Borrowing, (iii) the aggregate amount of such Borrowing, proposed Borrowing and (iviii) in the case of a Revolving Credit Borrowing consisting of Eurocurrency or a Swing Loan Borrowing, a statement that the proposed Borrowing does not exceed the Excess Availability. The Revolving Credit Loans shall be made as Base Rate Loans. (b) Each Swing Loan Borrowing shall be made on notice, initial Interest Period. Each Appropriate Lender shall (1) before noon (New York City time) on given by a Borrower to the date of such Borrowing, in the case of a Borrowing consisting of Eurocurrency Rate Loans and (2) before 2:00 Swing Bank not later than 12:00 P.M. (New York City time) on the date Business Day of such the proposed Swing Loan Borrowing. All Swing Loans shall be made as Base Rate Loans. (c) The Agent shall give to each Appropriate Lender prompt notice of the Agent's receipt of a Notice of Borrowing. Each Appropriate Lender shall, (x) in the case of a Revolving Credit Borrowing consisting requested to refinance a Swing Loan, before 12:00 P.M. (New York City time) and (y) in the case of Base Rate Loansa Loan requested as a direct advance to a 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 at the applicable Agent’s 's Account, in same day immediately available funds, such Lender’s ratable portion 's Ratable Portion of such proposed Borrowing. After the Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIIIII and the absence of notice of the Majority Revolving Credit Lenders that one or more of the applicable conditions contained in Article III is not satisfied, the Agent will promptly make such funds available to the such Borrower at the Agent’s address referred 's aforesaid address. In determining whether such applicable conditions have been satisfied, the Agent shall be entitled to in Section 9.02 or at rely on the applicable Payment Office, as most recent Borrowing Base Certificate received from the case may beBorrowers. (bd) Anything Each Revolving Credit Borrowing shall be in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurocurrency Rate Loans for any Borrowing if the an aggregate amount of such Borrowing is not less than $1,000,000. 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. The Term Borrowing Minimum or if shall be in the obligation amount of the Lenders to make Eurocurrency Rate Loans shall then be suspended pursuant to Section 2.08 or 2.12, and (ii) Term Facility on the Eurocurrency Rate Loans may not be outstanding as part of more than six separate Term Borrowings and ten separate Revolving Credit BorrowingsEffective Date. (ce) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurocurrency Rate Loans, the Borrower shall indemnify each Appropriate 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 herein, including any loss (including loss of margin), cost or expense incurred by reason all 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 dateBorrowers. (df) Unless the Agent shall have received notice from an Appropriate Lender prior to the time date of any proposed Borrowing under a Facility under which such Lender has a Commitment that such Lender will not make available to the Agent such Lender’s ratable portion 's Ratable Portion of such Borrowing, the Agent may assume that such Lender has made such portion Ratable Portion of the proposed Borrowing available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 2.2 and the Agent may, in reliance upon such assumption, make available to the Borrower that delivered the applicable Notice of Borrowing on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Agent, such Lender and the Borrower Borrowers severally agree to repay to the Agent forthwith on demand the next Business Day following the day on which the Lender does not make such portion available such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower that delivered the applicable Notice of Borrowing until the date such amount is repaid to the Agent, at (i) in the case of the BorrowerBorrowers, the higher of (A) the interest rate applicable at the time to the Loans comprising such Borrowing and (B) the cost of funds incurred by the Agent in respect of such amount and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender’s 's Loan as part of such Borrowing for purposes of this Agreement. If the Borrowers shall repay to the Agent such corresponding amount, such payment shall not relieve such Lender of any obligation it may have to the Borrowers hereunder. (eg) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 9.04(c) are several and not joint. The failure of any Appropriate Lender to make the Loan to be made by it as part of any Loan or to make any payment under Section 9.04(c) on any date required hereunder Borrowing shall not relieve any other Appropriate Lender of its corresponding obligation obligation, if any, hereunder to do so make its Loan on the date of such date and Borrowing, but no Lender shall be responsible for the failure of any other Lender to make its the Loan or to make its payment under Section 9.04(c)be made by such other Lender on the date of any Borrowing.

Making the Loans. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing shall be made on notice, given by the Borrower to the Administrative Agent not later than (xi) noon 11:00 A.M. (New York City Phoenix time) on the third fourth (4th) Business Day (in the case of the proposed Borrowing to be made on the Closing Date, 9:00 A.M. (New York City time) one Business Day (or such shorter period as is approved by the Agent)) prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurocurrency Eurodollar Rate Loans or Loans, and (yii) noon 11:00 A.M. (New York City Phoenix time) on the second (2nd) Business Day prior to 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 Appropriate Lender prompt notice thereof by fax or e-mail. Each such notice of a Borrowing (a “"Notice of Borrowing”") shall be by telephone, confirmed immediately in writing, or fax in substantially the form of Exhibit B hereto (or in such other form as may be acceptable to the Agent)H, specifying therein the requested (i) the date and Facility of such proposed Borrowing, (ii) Type the aggregate amount of Loans comprising such proposed Borrowing, (iii) aggregate the amount of such Borrowingthereof, if any, requested to be Eurodollar 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 41 Period must be in an amount of not less than $2,500,000 or an integral multiple of $100,000 in excess thereof. (b) The Administrative Agent shall give to each Lender prompt notice of the case Administrative Agent's receipt of a Notice of Borrowing consisting and, if Eurodollar Rate Loans are properly requested in such Notice of Eurocurrency Rate LoansBorrowing, initial Interest Periodthe applicable interest rate under Section 2.9, and each Lender's Ratable Portion of the proposed Borrowing. Each Appropriate Lender shall shall, before 12:00 Noon (1) before noon (New York City Phoenix time) on the date of such the proposed Borrowing, in the case of a Borrowing consisting of Eurocurrency Rate Loans and (2) before 2:00 P.M. (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Base Rate Loans, make available for the account of its Applicable Lending Office to the Administrative Agent at the applicable Agent’s Accountits address referred to in Section 11.2, in same day immediately available funds, such Lender’s ratable portion 's Ratable Portion of such proposed Borrowing. After By 1:00 PM (Phoenix time) in the Agent’s receipt case of such funds Eurodollar Rate Loans and upon 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 address referred to 's aforesaid address; provided that in Section 9.02 or at the applicable Payment Office, as event that the case may be. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may Administrative Agent shall not select Eurocurrency Rate Loans for any Borrowing if the aggregate amount have received from a Lender such Lender's Ratable Portion of such Borrowing is less than Borrowing, the Borrowing Minimum or if the Administrative Agent shall be under no obligation to fund such Lender's Ratable Portion of the Lenders to make Eurocurrency Rate Loans shall then be suspended pursuant to Section 2.08 or 2.12, and (ii) the Eurocurrency Rate Loans may not be outstanding as part of more than six separate Term Borrowings and ten separate Revolving Credit Borrowingssuch Borrowing. (c) Each Notice of Borrowing Base Rate Loan shall be irrevocable and binding on the Borrower. In the case in an aggregate amount of any Borrowing that the related Notice not less than $1,000,000 or an integral multiple of Borrowing specifies is to be comprised of Eurocurrency Rate Loans, the Borrower shall indemnify each Appropriate 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 $100,000 in such Notice of Borrowing for such Borrowing the applicable conditions set forth herein, including any loss (including loss of margin), 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 dateexcess thereof. (d) Unless the Agent shall have received notice from an Appropriate Lender prior to the time of any Borrowing that such Lender will not make available to the Agent such Lender’s ratable portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the higher of (A) the interest rate applicable at the time to the Loans comprising such Borrowing and (B) the cost of funds incurred by the Agent in respect of such amount and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall 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. (e) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 9.04(c) are several and not joint. The failure of any Appropriate Lender to make any Loan or to make any payment under Section 9.04(c) on any date required hereunder shall not relieve any other Appropriate Lender of its corresponding obligation to do so on such date and no Lender shall be responsible for the failure of any other Lender to make its Loan or to make its payment under Section 9.04(c).

Making the Loans. (a) Except as otherwise provided in Section 2.03(c)2.03, each Borrowing shall be made on notice, given not later than (x) noon 11:00 A.M. (New York City time) on the third Business Day (in the case of the proposed Borrowing to be made on the Closing Date, 9:00 A.M. (New York City time) one Business Day (or such shorter period as is approved by the Agent)) prior to the date of the proposed Borrowing Borrowing, in the case of a Borrowing consisting of Eurocurrency Eurodollar Rate Loans Loans, or (y) noon (New York City time) on the date same Business Day 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 to each Appropriate Lender prompt notice thereof by fax telecopier or e-mailelectronic communication. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or fax by telecopier or electronic communication, in substantially the form of Exhibit B hereto (or in such other form as may be acceptable to the Agent)B-1 hereto, specifying therein the requested (i) date and Facility of such Borrowing, (ii) Type Facility under which such Borrowing is to be made, (iii) Types of Loans comprising such Borrowing, (iiiiv) aggregate amount of such Borrowing, Borrowing and (ivv) in the case of a Borrowing consisting of Eurocurrency Eurodollar Rate Loans, the initial Interest PeriodPeriod for each such Loan. Each Appropriate Lender shall (1) shall, before noon 11:00 A.M. (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Eurocurrency Rate Loans and (2) before 2:00 P.M. (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Base Rate Loans, make available for the account of its Applicable Lending Office to the Administrative Agent at the applicable Administrative Agent’s Account, in same day funds, such Lender’s ratable portion of such BorrowingBorrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at the Agent’s address referred to by crediting (1) in Section 9.02 or at the applicable Payment Office, as the case may beof the Term B Borrowing, the Funding Account, and (2) in the case of a Revolving Credit Borrowing, the Revenue Account or, on the Effective Date only, the Funding Account. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurocurrency Eurodollar Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than the Borrowing Minimum or if the obligation of the Appropriate Lenders to make Eurocurrency Eurodollar Rate Loans shall then be suspended pursuant to Section 2.08 2.09 or 2.12, 2.10 and (ii) the Eurocurrency Rate Revolving Credit Loans may not be outstanding as part of more than six ten (10) separate Term Borrowings and ten separate Revolving Credit Borrowings. (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurocurrency Eurodollar Rate Loans, the Borrower shall indemnify each Appropriate 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 hereinin Article III, including including, without limitation, any loss (including but excluding loss of marginanticipated 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. (d) Unless the Administrative Agent shall have received notice from an Appropriate Lender prior to the time date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount together with and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the higher of (A) the interest rate applicable at the such time to the Loans comprising such Borrowing and (B) the cost of funds incurred by the Agent in respect of such amount and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall 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. (e) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 9.04(c) are several and not joint. The failure of any Appropriate Lender to make any Loan or to make any payment under Section 9.04(c) on any date required hereunder shall not relieve any other Appropriate Lender of its corresponding obligation to do so on such date and no Lender shall be responsible for the failure of any other Lender to make its Loan or to make its payment under Section 9.04(c).under

Making the Loans. (a) Except as otherwise provided The Borrower shall give the Administrative Agent prior telephonic notice (immediately confirmed in Section 2.03(cwriting, in substantially the form of Exhibit C hereto (a "Notice of Borrowing")), each (i) on the Effective Date for a portion of the Tranche A Term Loans specified in the Notice of Borrowing shall be made delivered on noticethe Effective Date, given (ii) not later than (x) 12:00 noon (New York City time) on the third ten 10 Business Day (in the case of the proposed Borrowing to be made on the Closing Date, 9:00 A.M. (New York City time) one Business Day (or such shorter period as is approved by the Agent)) Days prior to the proposed date for borrowing of the proposed Borrowing in second drawing of the case of a Borrowing consisting of Eurocurrency Rate Tranche A Term Loans or provided, that, such borrowing must occur within 30 days after the Effective Date; and (yiii) not later than 12:00 noon (New York City time) on the date for each proposed Tranche B Term Loan, not later than the fifteenth (15th) day of the calendar month preceding the month in which the proposed Borrowing borrowing is to occur (or, for any of the above, such shorter period as the Administrative Agent is willing to accommodate from time to time, but in the case of a Borrowing consisting of Base Rate Loans, by the Borrower to the Agent, which shall give to each Appropriate Lender prompt notice thereof by fax or e-mail. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or fax in substantially the form of Exhibit B hereto (or in such other form as may be acceptable to the Agent), specifying therein the requested (i) date and Facility 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 Eurocurrency Rate Loans, initial Interest Period. Each Appropriate Lender shall (1) before no event later than 12:00 noon (New York City time) on the borrowing date of such Borrowing, in the case of a Borrowing consisting of Eurocurrency Rate Loans and (2) before 2:00 P.M. (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Base Rate Loans, make available for the account of its Applicable Lending Office to the Agent at the applicable Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowingproposed Loan). 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 9.02 or at the applicable Payment Office, as the case may be. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurocurrency Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than the Borrowing Minimum or if the obligation of the Lenders to make Eurocurrency Rate Loans shall then be suspended pursuant to Section 2.08 or 2.12, and (ii) the Eurocurrency Rate Loans may not be outstanding as part of more than six separate Term Borrowings and ten separate Revolving Credit Borrowings. (c) Each Such Notice of Borrowing shall be irrevocable and binding on shall specify (i) the Borrowerprincipal amount of the proposed Loan, (ii) whether the Loan is requested to [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. In be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of any Borrowing that a LIBOR Rate Loan, the related 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 a Business Day, and, with respect to: (A) the Tranche A Term Loans, must be on or within 30 days after the Effective Date and (B) a Tranche B Term Loan, must be at least the 5th Business Day of the calendar month following the date of the Notice of Borrowing specifies is to be comprised Borrowing. The Administrative Agent shall promptly notify each Lender of Eurocurrency Rate Loans, the Borrower shall indemnify each Appropriate 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 hereinBorrowing, including any loss (including loss of margin), cost or expense incurred by reason the requested date of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund proposed Tranche B Term Loan and the Loan amount thereof to be made by such Lender as part Lender. Notwithstanding the above, the Borrower cannot request more than two (2) Tranche B Term Loans in any one calendar month or more than three (3) Tranche B Term Loans in the aggregate. The Administrative Agent and the Lenders may act without liability upon the basis of such Borrowing when such Loanwritten, as a result of such failure, is not made on such date. telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Borrower (d) Unless or from any Authorized Officer thereof designated in writing purportedly from the Agent shall have received notice from an Appropriate Lender prior Borrower to the time Administrative Agent). The Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of any Borrowing that such Lender will not make available to the telephonic Notice of Borrowing. The Administrative Agent such Lender’s ratable portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such each Lender shall not have so made such ratable portion available be entitled to the Agent, such Lender and the Borrower severally agree rely conclusively on any Authorized Officer's authority to repay to the Agent forthwith request a Loan on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to behalf of the Borrower until the date such amount is repaid Administrative Agent receives written notice to the Agent, at (i) in contrary. The Administrative Agent and the case Lenders shall have no duty to verify the authenticity of the Borrower, the higher signature appearing on any written Notice of (A) the interest rate applicable at the time to the Loans comprising such Borrowing and (B) the cost of funds incurred by the Agent in respect of such amount and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall 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 AgreementBorrowing. (eb) The obligations 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 Loan shall be made in a minimum amount of $25,000,000 and shall be in an integral multiple of $1,000,000 in excess thereof. (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 Lenders hereunder to make Loans and to make payments pursuant to Section 9.04(c) are several and not joint. The failure of any Appropriate Lender to make any Loan or to make any payment under Section 9.04(c) on any date required hereunder shall not relieve any other Appropriate Lender of its corresponding obligation to do so on such date and Commitment for the applicable Class, it being understood that no Lender shall be responsible for the failure of any default by any other Lender in that other Lender's obligations to make its 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 its payment under Section 9.04(c)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.

Making the Loans. A Borrower shall give the Administrative Agent prior telephone notice (a) Except as otherwise provided in Section 2.03(c), each Borrowing shall be made on which notice, given if requested by the Administrative Agent, must be promptly confirmed in writing in substantially the form of Exhibit J hereto (a "Notice of Borrowing")) (i) not later than (x) noon (New York City time) on the third Business Day (in the case of the proposed Borrowing to be made on the Closing Date, 9:00 A.M. (New York City time) one Business Day (or such shorter period as is approved by the Agent)) prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurocurrency Rate Loans or (y) noon 11:00 a.m. (New York City time) on the date of the proposed Borrowing borrowing, in the case of a Borrowing borrowing consisting of Base Rate Loans, by the Borrower to the Agent, which shall give to each Appropriate Lender prompt notice thereof by fax or e-mail. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or fax in substantially the form of Exhibit B hereto (or in such other form as may be acceptable to the Agent), specifying therein the requested (i) date and Facility 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 Eurocurrency Rate Loans, initial Interest Period. Each Appropriate Lender shall (1) before not later than 12:00 noon (New York City time) on the date of three Business Days prior to such Borrowing, proposed borrowing in the case of a Borrowing borrowing consisting of Eurocurrency Rate Eurodollar Loans, provided that Eurodollar Loans and (2) before 2:00 P.M. (New York City time) will only be made on the date of such Borrowing, in the case first Business Day of a Borrowing consisting of Base Rate Loans, make available for the account of its Applicable Lending Office to the Agent at the applicable Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowingmonth. 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 9.02 or at the applicable Payment Office, as the case may be. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurocurrency Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than the Borrowing Minimum or if the obligation of the Lenders to make Eurocurrency Rate Loans shall then be suspended pursuant to Section 2.08 or 2.12, and (ii) the Eurocurrency Rate Loans may not be outstanding as part of more than six separate Term Borrowings and ten separate Revolving Credit Borrowings. (c) Each Such Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurocurrency Rate Loans, shall specify the Borrower shall indemnify each Appropriate 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 herein, including any loss (including loss of margin), 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 that is requesting such Loan, as a result the principal amount of such failurethe proposed borrowing (which, is not made on such date. (d) Unless the Agent shall have received notice from an Appropriate Lender prior to the time of any Borrowing that such Lender will not make available to the Agent such Lender’s ratable portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrowera Eurodollar Loan that is a Revolving Credit Loan, the higher must be in a minimum amount of (A) the interest rate applicable at the time to the Loans comprising such Borrowing and (B) the cost of funds incurred by the Agent in respect of such amount and (ii) $5,000,000 and, in the case of a Eurodollar Loan that is a Term Loan, must be in a minimum amount of $10,000,000 and, in each case, in multiples of $1,000,000 in excess thereof), whether such LenderLoan is requested to be a Base Rate Loan or a Eurodollar Loan and, in the case of a Eurodollar Loan, the Federal Funds RateInitial Interest Period for such Eurodollar Loan, the use of the proceeds of such proposed Loan, and the proposed borrowing date, which must be a Business Day and, in the case of a Eurodollar Loan, the first Business Day of a month, and such Borrower shall be bound to make a borrowing in accordance therewith. If such Lender At no time shall repay the principal amount of Revolving Credit Loans that are Eurodollar Loans exceed $40,000,000 in the aggregate for the Borrowers and at no time shall the principal amount of the Term Loan that is a Eurodollar Loan exceed $12,000,000. Notwithstanding anything to the contrary contained herein, prior to the Syndication Date, all Loans shall be incurred and maintained as Base Rate Loans. The Administrative Agent such corresponding amountmay act without liability upon the basis of written, such amount so repaid shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement. telecopy or telephone notice believed by the Administrative Agent in good faith to be from a Borrower (e) The obligations or from any officer thereof designated in writing to the Administrative Agent), and each Borrower hereby waives the right to dispute the Administrative Agent's record of the Lenders hereunder to make Loans and to make payments pursuant to Section 9.04(c) are several and not joint. The failure terms of any Appropriate Lender to make any Loan or to make any payment under Section 9.04(c) on any date required hereunder shall not relieve any other Appropriate Lender such telephonic Notice of its corresponding obligation to do so on such date and no Lender shall be responsible for the failure of any other Lender to make its Loan or to make its payment under Section 9.04(c)Borrowing.

Making the Loans. (a) Except as otherwise provided in Section 2.03(c), each Borrowing shall be made on notice, given not later than (x) noon (New York City time) on the third Business Day (in the case of the proposed Borrowing to be made on the Closing Date, 9:00 A.M. (New York City time) one Business Day (or such shorter period as is approved by the Agent)) prior to the date of the proposed Borrowing in the case of Each notice requesting a Borrowing consisting of Eurocurrency Rate Loans or (y) noon (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 Appropriate Lender prompt notice thereof by fax or e-mail. Each such notice of a Borrowing Loan (a “Notice of BorrowingLoan Notice”) shall be by telephone, confirmed immediately in writing, or fax be in substantially the form of Exhibit B hereto F, and be (or together with all supporting documentation) satisfactory in such other form as may be acceptable and substance to the Agent)Required Lenders, specifying and shall specify therein the requested following: (i) date whether such Loan is a Tranche B Loan or a Tranche CD Loan, provided that (x) no more than four (4) separate borrowings of Tranche B Loans shall be made under this Agreement and Facility (y) no more than foursix (46) separate borrowings of such Borrowing, Tranche CD Loans shall be made under this Agreement; (ii) Type of Loans comprising the proposed Funding Date for such Borrowing, Loan (which Funding Date shall be a Business Day during the Availability Period); (iii) the amount of such Loan, provided that the aggregate amount of (x) Tranche B Loans requested for any Funding Date shall not be less than $5,000,000 or the available remaining amount of the Tranche B Commitment as of such BorrowingFunding Date and (y) Tranche CD Loans requested for any Funding Date shall not be less than the least of (A) $5,000,000, (B) the cash shortfall referred to in Section 4.01(cc)(ii) and (C)$1,000,000 or the available remaining amount of the Tranche CD Commitment as of such Funding Date; and (iv) the account to which the proceeds of such Loan shall be sent; and (v) the expected uses (in reasonable detail) to which the case proceeds of such Loan are to be applied accompanied by a Borrowing consisting certificate of Eurocurrency Rate Loansthe chief financial officer of Borrower certifying as to such use of proceeds and the amount and the Loan Expenditure Category to which such proceeds are to be applied and attaching documentation (such as contracts, initial Interest Period. Each Appropriate contractual budgets, receipts, and invoices, providing support for such certifications); provided that (x) the Loan Notice for any Loans made on the Restatement Effective Date must be provided to Administrative Agent and each Lender shall no later than 10:00 a.m. (1) before noon (New York City Pacific time) two (2) Business Days prior to the Restatement Effective Date and (y) each other Loan Notice must be provided to Administrative Agent and each Lender no later than 10:00 a.m. (Pacific time) five (5) Business Days prior to the proposed Funding Date. (b) Each Loan Notice shall be irrevocable and binding on Borrower. Borrower shall, as provided in Section 2.10, indemnify each Lender against any loss, cost or expense reasonably incurred by such Lender or its Affiliates as a result of any failure by Borrower to borrow such Loan on the date of specified in such BorrowingLoan Notice. (c) Each Lender shall, in the case of a Borrowing consisting of Eurocurrency Rate Loans and (2) before 2:00 P.M. (New York City time) 1:00 p.m. on the date of such Borrowing, in the case of a Borrowing consisting of Base Rate LoansFunding Date, make available for the account of its Applicable Lending Office to the Administrative Agent at the applicable (to an account designated by Administrative Agent’s Account), in same day immediately available funds, such Lender’s ratable portion Ratable Share of such BorrowingLoan. After the Administrative Agent’s receipt of such funds (regardless of whether it shall have received funds from all Lenders) and upon fulfillment of the applicable conditions set forth in Article IIISection 3.02,3.02 or Section 3.04, the as applicable, in each case subject to Section 2.13, Administrative Agent will make such funds as it has received available to Borrower by depositing such funds into the Borrower at the Agent’s address referred to in Section 9.02 or at the applicable Payment Office, as the case may be. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurocurrency Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than the Borrowing Minimum or if the obligation of the Lenders to make Eurocurrency Rate Loans shall then be suspended pursuant to Section 2.08 or 2.12, and (ii) the Eurocurrency Rate Loans may not be outstanding as part of more than six separate Term Borrowings and ten separate Revolving Credit Borrowings. (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurocurrency Rate Loans, the Borrower shall indemnify each Appropriate Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date account specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth herein, including any loss (including loss of margin), 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 dateNotice. (d) Unless the Agent shall have received notice from an Appropriate Lender prior to the time of any Borrowing that such Lender will not make available to the Agent such Lender’s ratable portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the higher of (A) the interest rate applicable at the time to the Loans comprising such Borrowing and (B) the cost of funds incurred by the Agent in respect of such amount and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall 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. (e) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 9.04(c) are several and not joint. The failure of any Appropriate Lender to make any Loan or to make any payment under Section 9.04(c) on any date required hereunder shall not relieve any other Appropriate Lender of its corresponding obligation to do so on such date and no Lender shall be responsible for the failure of any other Lender to make its Loan or to make its payment under Section 9.04(c).

Making the Loans. (a) Except as otherwise provided in Section 2.03(c), each Revolving Credit Loans shall be 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 (x) noon (New York City time) on the third Business Day (in the case of the proposed Borrowing to be made on the Closing Date, 9:00 11:00 A.M. (New York City time) one Business Day (or such shorter period as is approved by the Agent)) prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurocurrency Rate Loans or (y) noon (New York City time) on the date of the proposed Borrowing Revolving Credit Borrowing; PROVIDED, HOWEVER, that in the case of a Borrowing consisting of Base Eurodollar Rate Loans, by the Borrower shall give notice to the Agent, which shall give Agent three Business Days prior to each Appropriate Lender prompt notice thereof by fax or e-mailthe date of the proposed Revolving Credit Borrowing. Each such notice of a Borrowing (a “Notice of Borrowing”"NOTICE OF BORROWING") shall be by telephone, confirmed immediately in writing, or fax in substantially the form of Exhibit B hereto 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 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 $3,000,000 or an integral multiple of $1,000,000 in excess thereof. (b) Each Swing Loan shall be 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. (c) The Agent shall give to each Lender prompt notice of the Agent's receipt of a Notice of Borrowing with respect to Revolving Credit Loans and, if Eurodollar Rate Loans are properly requested in such other form as may be acceptable to the Agent), specifying therein the requested (i) date and Facility Notice 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 Eurocurrency Rate Loans, initial Interest Periodinformation required under SECTION 2.9. Each Appropriate Lender shall (1) shall, before noon (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Eurocurrency Rate Loans and (2) before 2:00 1:00 P.M. (New York City time) on the date of such the proposed Revolving Credit Borrowing, in the case of a Borrowing consisting of Base Rate Loans, make available for the account of its Applicable Lending Office to the Agent at the applicable Agent’s Accountits address referred to in SECTION 10.2, in same day immediately available funds, such Lender’s ratable portion 's Ratable Portion of such proposed Revolving Credit Borrowing. After the Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article ARTICLE III, the Agent will make such funds available to the Borrower in a bank account maintained by the Borrower at the Agent’s address referred to in Section 9.02 or at the applicable Payment Office, as the case may beCUSA. (bd) Anything Each Borrowing shall be in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurocurrency Rate Loans for any Borrowing if the an aggregate amount of such Borrowing is not less than the Borrowing Minimum or if the obligation of the Lenders to make Eurocurrency Rate Loans shall then be suspended pursuant to Section 2.08 or 2.12, and (ii) the Eurocurrency Rate Loans may not be outstanding as part of more than six separate Term Borrowings and ten separate Revolving Credit Borrowings$1,000,000. (ce) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any proposed Borrowing that where the related Notice of Borrowing specifies is to be comprised of Eurocurrency Eurodollar Rate Loans, the Borrower shall indemnify each Appropriate 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 proposed Revolving Credit Borrowing the applicable conditions set forth hereinin ARTICLE III, including including, without limitation, any loss (including including, without limitation, loss of marginanticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the 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. There shall be no more than six separate Interest Periods in the aggregate outstanding at any one time in respect of Eurodollar Rate Loans. (df) Unless the Agent shall have received notice from an Appropriate a Lender prior to the time date of any proposed Borrowing that such Lender will not make available to the Agent such Lender’s ratable portion 's Ratable Portion of such Borrowing, the Agent may assume that such Lender has made such portion Ratable Portion available to the Agent on the date of such Revolving Credit Borrowing in accordance with subsection (a) of this Section 2.02 SECTION 2.2 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion Ratable Portion available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the higher of (A) the interest rate applicable at the time to the Loans comprising such Borrowing and (B) the cost of funds incurred by the Agent in respect of such amount and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Agent such corresponding amount, such the amount so repaid shall constitute such Lender’s '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. (eg) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 9.04(c) are several and not joint. The failure of any Appropriate Lender to make the Loan to be made by it as part of any Loan or to make any payment under Section 9.04(c) on any date required hereunder Borrowing shall not relieve any other Appropriate Lender of its corresponding obligation obligation, if any, hereunder to do so make its Loan on the date of such date and Borrowing, but no Lender shall be responsible for the failure of any other Lender to make its the Loan or to make its payment under Section 9.04(c)be made by such other Lender on the date of any Borrowing.

Making the Loans. (a) Except as otherwise provided The Administrative Borrower ---------------- shall give the Administrative Agent prior telephonic notice (immediately confirmed in Section 2.03(cwriting, in substantially the form of Exhibit B (a "Notice of --------- --------- Borrowing")), each Borrowing shall be made on notice, given not later than (x) noon (New York City time) on the third Business Day (in the case of the proposed Borrowing to be made on the Closing Date, 9:00 A.M. (New York City time) one Business Day (or such shorter period as is approved by the Agent)) prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurocurrency Rate Loans or (y) 12:00 noon (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 Appropriate Lender prompt notice thereof by fax or e-mail. Each such notice of a Borrowing is three (a “Notice of Borrowing”3) shall be by telephone, confirmed immediately in writing, or fax in substantially the form of Exhibit B hereto Business Days (or in such other form shorter period as may be acceptable to the Administrative Agent), specifying therein ) prior to the requested (i) date of the proposed Loan with respect to Term Loan B and Facility of such Borrowing, (ii) Type of Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in on shorter notice as the case of a Borrowing consisting of Eurocurrency Rate Administrative Agent is willing to accommodate from time to time with respect to any Revolving Loans, initial Interest Period. Each Appropriate Lender shall (1) before noon but in no event later than 1:00 p.m. (New York City time) on the borrowing date of such Borrowingthe proposed Revolving Loan, in the case of a Borrowing consisting of Eurocurrency Rate Loans and (2) before 2:00 P.M. (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Base Rate Loans, make available for the account of its Applicable Lending Office to the Agent at the applicable Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent’s address referred to in Section 9.02 or at the applicable Payment Office, it being understood that so long as CUSA acts as the case may be. (b) Anything in subsection (a) above to Administrative Agent, if the contrary notwithstanding, amount of any proposed Revolving Loan does not exceed the lesser of (i) amount available on the Borrower may not select Eurocurrency Rate Loans for any Borrowing if the aggregate amount of Revolving Loan at such Borrowing is less than the Borrowing Minimum or if the obligation of the Lenders to make Eurocurrency Rate Loans shall then be suspended pursuant to Section 2.08 or 2.12, time and (ii) $20,000,000, CUSA, acting as the Eurocurrency Administrative Agent, may make such proposed Loan on the Business Day of the borrowing request. Notwithstanding the foregoing, the Administrative Borrower shall give the Administrative Agent (x) five (5) Business Days notice prior to the date of any proposed Term Loan A advance and (y) three (3) Business Days notice prior to the date of any proposed Revolving Loan which is a Eurodollar Rate Loans may not be outstanding as part of more than six separate Term Borrowings and ten separate Revolving Credit Borrowings. (c) Loan. Each such Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurocurrency Rate Loans, the Borrower shall indemnify each Appropriate 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 herein, including any loss (including loss of margin), 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. (d) Unless the Agent shall have received notice from an Appropriate Lender prior to the time of any Borrowing that such Lender will not make available to the Agent such Lender’s ratable portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at specify (i) the principal amount of the proposed Loan, which, in the case of the BorrowerTerm Loan B, shall fully utilize the higher of (A) Total Term Loan B Commitment on the interest rate applicable at the time to the Loans comprising such Borrowing and (B) the cost of funds incurred by the Agent in respect of such amount and Facility Effective Date, (ii) the use of the proceeds of such proposed Loan, (iii) the proposed borrowing date, which must be a Business Day, and with respect to the Revolving Loans and the Term A Loan advances, must be on or after the Facility Effective Date, and in the case of such Lenderthe Term Loan B, must be the Facility Effective Date, (iv) whether the Loan is a Revolving Loan, Term Loan A or Term Loan B or a combination thereof, (v) whether any portion of the proposed borrowing of any Revolving Loan will be Reference Rate Loans or Eurodollar Rate Loans and (vi) the initial Interest Period or Periods for any portion of any Revolving Loans which are Eurodollar Rate Loans. Revolving Loans shall be made as Reference Rate Loans unless, subject to Section 2.10, the Federal Funds RateNotice of Borrowing specifies that all or a portion ------------ thereof shall be Eurodollar Rate Loans. If Each borrowing of Eurodollar Rate Loans shall be in an aggregate amount of $15 million or an integral multiples of $1 million in excess thereof; provided, however, that the -------- ------- aggregate amount of the Eurodollar Rate Loans for each Interest Period must be in an amount of $15 million or an integral multiple of $1 million 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 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 repay 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 such corresponding amount, such amount so repaid and the Lenders shall constitute such Lender’s Loan as part have no duty to verify the authenticity of such Borrowing for purposes the signature appearing on any written Notice of this AgreementBorrowing. (eb) The obligations 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 which is a Reference Rate Loan shall be made in a minimum amount of $100,000 and shall be in an integral multiple of $100,000. Each Revolving Loan which is a Eurodollar Rate Loan shall be made in a minimum amount of $15,000,000 and shall be in an integral multiple of $1,000,000. (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 Lenders hereunder to make Loans and to make payments pursuant to Section 9.04(c) are several and not joint. The failure of any Appropriate Lender to make any Total Revolving Credit Commitment or the applicable Total Term Loan or to make any payment under Section 9.04(c) on any date required hereunder shall not relieve any other Appropriate Lender of its corresponding obligation to do so on such date and Commitment, it being understood that no Lender shall be responsible for the failure of any default by any other Lender in that other Lender's obligations to make its a Loan requested hereunder, nor shall the Revolving Credit 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 its payment under 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 9.04(c2.01, 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 6.02 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 6.02 have been satisfied. All Revolving Loans funded by the ------------ Administrative Agent pursuant to this Section 2.02(c) shall be Reference ---------------

Making the Loans. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing shall be made on notice, given not later than (x) 12:00 noon (New York City time) on the third Business Day (in the case of the proposed Borrowing to be made on the Closing Date, 9:00 A.M. (New York City time) one Business Day (or such shorter period as is approved by the Agent)) prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurocurrency Rate Loans or Borrowing, and (y) noon 11:00 A.M. (New York City time) on the date of the proposed Borrowing in the case day of a Borrowing consisting of Base Rate LoansBorrowing, by the Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof by fax or e-mailthereof. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be made in writing by telephonetelecopier, confirmed immediately in writingelectronic mail, telex or fax cable, in substantially the form of Exhibit B hereto (or in such other form as may be acceptable to the Agent)B-1 hereto, specifying therein the requested (i) date and Facility of such BorrowingBorrowing (which shall be a Business Day), (ii) Type of Loans Loan comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting comprised of Eurocurrency Rate Loans, initial the Interest PeriodPeriod for each such Loan, and (v) the name of the Borrower. Each Appropriate Lender shall (1A) before noon (New York City time) 11:00 A.M. Local Time on the date of such Borrowing, Borrowing (in the case of a Borrowing consisting of Eurocurrency Rate Loans Borrowing) and (2B) before 2:00 1:00 P.M. (New York City time) on the date of such Borrowing, Borrowing (in the case of a Borrowing consisting of Base Rate LoansBorrowing), make available for the account of its Applicable Lending Office to the Administrative Agent at the applicable Administrative Agent’s Account, Account 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 Article IIIIV (Conditions of Lending), the Administrative Agent will make such funds available to the Borrower at the Agent’s address referred to in Section 9.02 or at the applicable Payment Office, such manner as the case may be. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) Administrative Agent and the Borrower may not select Eurocurrency Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than the Borrowing Minimum or if the obligation of the Lenders to make Eurocurrency Rate Loans shall then be suspended pursuant to Section 2.08 or 2.12, and (ii) the Eurocurrency Rate Loans may not be outstanding as part of more than six separate Term Borrowings and ten separate Revolving Credit Borrowingsagree. (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurocurrency Rate Loans, the Borrower shall indemnify each Appropriate 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 herein, including any loss (including loss of margin), 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. (d) Unless the Agent shall have received notice from an Appropriate Lender prior to the time of any Borrowing that such Lender will not make available to the Agent such Lender’s ratable portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the higher of (A) the interest rate applicable at the time to the Loans comprising such Borrowing and (B) the cost of funds incurred by the Agent in respect of such amount and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall 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. (e) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 9.04(c) are several and not joint. The failure of any Appropriate Lender to make any Loan or to make any payment under Section 9.04(c) on any date required hereunder shall not relieve any other Appropriate Lender of its corresponding obligation to do so on such date and no Lender shall be responsible for the failure of any other Lender to make its Loan or to make its payment under Section 9.04(c).

Making the Loans. (a) Except as otherwise provided in Section 2.03(c)2.03, each Borrowing shall be made on notice, given not later than (x) noon 11:00 A.M. (New York City time) on the third Business Day (in the case of the proposed Borrowing to be made on the Closing Date, 9:00 A.M. (New York City time) one Business Day (or such shorter period as is approved by the Agent)) prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurocurrency Eurodollar Rate Loans or (y) noon 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 Appropriate Lender prompt notice thereof by fax or e-mailthereof. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or fax telecopier in substantially the form of Exhibit B hereto (hereto, or in such other form as may be acceptable to approved by the Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Agent), appropriately completed and signed by a Responsible Officer, specifying therein the requested (i) date and Facility 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 Eurocurrency Eurodollar Rate Loans, initial Interest PeriodPeriod for such Loans. Each Appropriate Lender shall (1) shall, before noon (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Eurocurrency Rate Loans and (2) before 2:00 1:00 P.M. (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Base Rate Loans, make available for the account of its Applicable Lending Office to the Agent at the applicable Agent’s Account, in same day funds, such Lender’s ratable portion 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 Borrower at the Agent’s address referred to in Section 9.02 or at the applicable Payment Office, as the case may be8.02. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurocurrency Rate Loans for any Each Borrowing if the aggregate amount of such Borrowing is less than the Borrowing Minimum or if the obligation of the Lenders to make Eurocurrency Eurodollar Rate Loans shall then be suspended in an amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, and each Borrowing of Base Rate Loans shall be in an amount of $500,000 or a whole multiple of $100,000 in excess thereof; provided that if the Lenders fund their participation interests in any Letter of Credit pursuant to Section 2.08 or 2.122.03(c), and (ii) the Eurocurrency resulting Borrowing may be in the amount of the payment made by the applicable Issuing Bank in respect of such Letter of Credit. Borrowings comprised of Eurodollar Rate Loans may not be outstanding as part of more than six separate Term Borrowings and ten separate Revolving Credit BorrowingsInterest Periods. (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurocurrency Eurodollar Rate Loans, the Borrower shall indemnify each Appropriate 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 hereinin Article III, including any loss (including excluding loss of marginanticipated 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. (d) Unless the Agent shall have received notice from an Appropriate a Lender prior to the time date of any Borrowing that such Lender will not make available to the Agent such Lender’s ratable portion Ratable Share of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with subsection clause (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion Ratable Share available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the higher of (A) the interest rate applicable at the time to the Loans comprising such Borrowing and (B) the cost of funds incurred by the Agent in respect of such amount and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall 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. (e) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 9.04(c) are several and not joint. The failure of any Appropriate Lender to make the Loan to be made by it as part of any Loan or to make any payment under Section 9.04(c) on any date required hereunder Borrowing shall not relieve any other Appropriate Lender of its corresponding obligation obligation, if any, hereunder to do so make its Loan on the date of such date and Borrowing, but no Lender shall be responsible for the failure of any other Lender to make its the Loan or to make its payment under Section 9.04(c)be made by such other Lender on the date of any Borrowing.

Making the Loans. (a) Except as otherwise provided in Section 2.03(c), each The initial Borrowing shall be made on upon notice, given not later than 11:00 A.M. (x) noon (New York City Los Angeles, California time) on the third one (1) Business Day (in to the case extent that the initial Borrowing will consist of Alternate Base Rate Loans) and three (3) Business Days (to the proposed extent that the initial Borrowing to be made on the Closing Date, 9:00 A.M. (New York City time) one Business Day (or such shorter period as is approved by the Agent)will consist of Eurodollar Rate Loans) prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurocurrency Rate Loans or (y) noon (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Loanssuch Borrowing, by the Borrower Company to the Agent, which shall give to each Appropriate Lender Bank prompt notice thereof by fax or e-mailand of each other notice received from the Company hereunder. Each such The notice of a such Borrowing (a the “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or fax substantially in substantially the form of Exhibit B hereto (or in such other form as may be acceptable to the Agent)G hereto, and specifying therein the requested (i) the requested date and Facility of such Borrowing, (ii) the requested Type and amount of Loans each Loan comprising such Borrowing, (iii) the requested aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting comprised of Eurocurrency Eurodollar Rate Loans, the initial Interest PeriodPeriod for each such Loan. In the case of a proposed Borrowing comprised of Eurodollar Rate Loans, the Agent shall promptly notify each Bank of the applicable interest rate pursuant to Section 4.05 hereof. Each Appropriate Lender shall Bank shall, before 11:00 A.M. (1) before noon (New York City Los Angeles, California time) on the date of such Borrowing, in the case of a Borrowing consisting of Eurocurrency Rate Loans and (2) before 2:00 P.M. (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Base Rate Loans, make available for the account of its Applicable Lending Office to the Agent at the applicable Agent’s Accountits Principal Office, in same day funds, such LenderBank’s ratable portion Proportionate Share of such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIISection 7 hereof, the Agent will make such funds available to the Borrower at Company by promptly crediting the Agent’s address referred amounts so received in like funds to an account of the Company designated by the Company in the Notice of Borrowing. For the purposes of determining whether the applicable conditions set forth in Section 9.02 or at 7 hereof have been fulfilled, the applicable Payment Office, as Agent may assume the case may betruth of the statements contained in certificates delivered pursuant to said Section. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurocurrency Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than the Borrowing Minimum or if the obligation of the Lenders to make Eurocurrency Rate Loans shall then be suspended pursuant to Section 2.08 or 2.12, and (ii) the Eurocurrency Rate Loans may not be outstanding as part of more than six separate Term Borrowings and ten separate Revolving Credit Borrowings. (c) Each The Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case Company and, in respect of any Borrowing that the related comprised of Eurodollar Rate Loans specified in such Notice of Borrowing specifies is to be comprised of Eurocurrency Rate LoansBorrowing, the Borrower Company shall indemnify each Appropriate Lender Bank against any loss, cost loss or expense incurred by such Lender Bank 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 hereinin Section 7 hereof, including including, without limitation, any loss amounts payable to the applicable Banks pursuant to Section 6.03 hereof (including excluding loss of marginanticipated 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. (dc) Unless the Agent shall have received notice from an Appropriate Lender a Bank prior to the time date of any Borrowing pursuant to Section 5.01(a) hereof that such Lender Bank will not make available to the Agent such LenderBank’s ratable portion Proportionate Share of such Borrowing, the Agent may assume that such Lender Bank has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (aSection 5.01(a) of this Section 2.02 hereof and the Agent may, in reliance upon such assumption, make available to the Borrower Company on such date a corresponding amount. If and such Bank’s Proportionate Share of such Borrowing is made available to the extent Agent on a date after the date of such Borrowing, such Bank shall pay to the Agent on demand an amount equal to the product of (i) the daily average Federal Funds Rate during such period as quoted by the Agent, times (ii) the amount of such Bank’s Proportionate Share of such Borrowing, times (iii) the number of days that elapse from and including the date of such Lender shall not have so made Borrowing to the date on which such Bank’s ratable portion of such Borrowing shall have been made available to the Agent, . A certificate of the Agent submitted to any Bank with respect to any amounts owing under this Section 5.01(c) shall be conclusive absent manifest error. If such Lender and the Borrower severally agree to repay Bank’s Proportionate Share of such Borrowing is not in fact made available to the Agent forthwith by such Bank within three (3) Business Days after the date of such Borrowing, the Company agrees to pay to the Agent, on demand demand, an amount equal to such corresponding amount Proportionate Share together with interest thereon, for each day from the date such amount is was made available to the Borrower Company until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the higher of (A) the interest rate applicable at the time to the Loans comprising such Borrowing and (B) the cost of funds incurred by the Agent in respect of such amount and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall 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 AgreementBorrowing. (ed) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 9.04(c) are several and not joint. The failure of any Appropriate Lender Bank to make the Loan to be made by it as part of any Loan or to make any payment under Section 9.04(c) on any date required hereunder Borrowing shall not relieve any other Appropriate Lender Bank of its corresponding obligation hereunder to do so make its Loan on the date of such date and Borrowing, but no Lender Bank shall be responsible for the failure of any other Lender Bank to make its the Loan or to make its payment under Section 9.04(c)be made by such other Bank on the date of any Borrowing.

Making the Loans. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing shall be made on notice, given not later than (x) noon (New York City time) on the third Business Day (in the case of the proposed Borrowing to be made on the Closing Date, 9:00 A.M. (New York City time) one Business Day (or such shorter period as is approved by the Agent)) prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurocurrency Rate Loans or (y) noon (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 Appropriate Lender prompt notice thereof by fax or e-mail. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or fax in substantially the form of Exhibit B hereto (or in such other form as may be acceptable to the Agent), specifying therein the requested (i) date and Facility 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 Eurocurrency Rate Loans, initial Interest Period. Each Appropriate Lender shall (1) before noon (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Eurocurrency Rate Loans and (2) before 2:00 P.M. (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Base Rate Loans, make available for the account of its Applicable Lending Office to the Agent at the applicable Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent’s address referred to in Section 9.02 or at the applicable Payment Office, as the case may be. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurocurrency Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than the Borrowing Minimum or if the obligation of the Lenders to make Eurocurrency Rate Loans shall [[3596554]] then be suspended pursuant to Section 2.08 or 2.12, and (ii) the Eurocurrency Rate Loans may not be outstanding as part of more than six separate Term Borrowings and ten separate Revolving Credit Borrowings. (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurocurrency Rate Loans, the Borrower shall indemnify each Appropriate 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 herein, including any loss (including loss of margin), 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. (d) Unless the Agent shall have received notice from an Appropriate Lender prior to the time of any Borrowing that such Lender will not make available to the Agent such Lender’s ratable portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the higher of (A) the interest rate applicable at the time to the Loans comprising such Borrowing and (B) the cost of funds incurred by the Agent in respect of such amount and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall 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. (e) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 9.04(c) are several and not joint. The failure of any Appropriate Lender to make any Loan or to make any payment under Section 9.04(c) on any date required hereunder shall not relieve any other Appropriate Lender of its corresponding obligation to do so on such date and no Lender shall be responsible for the failure of any other Lender to make its Loan or to make its payment under Section 9.04(c).

Making the Loans. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing shall be made on notice, given not later than (x) noon 11:00 A.M. (New York City time) on the third Business Day (in the case of the proposed Borrowing to be made on the Closing Date, 9:00 A.M. (New York City time) one Business Day (or such shorter period as is approved by the Agent)) prior to the date of the proposed Borrowing Closing Date in the case of a Borrowing consisting of Eurocurrency Eurodollar Rate Loans or (y) noon 11:00 A.M. (New York City time) on the date of the proposed Borrowing Closing Date in the case of a Borrowing consisting of Base Rate Loans, by the Borrower Company to the Agent, which shall give to each Appropriate applicable Lender prompt notice thereof by fax telecopier or e-mailany other electronic means agreed to by the Agent. Each such Such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately promptly in writing, or fax by telecopier (or any other electronic means agreed to by the Agent), in substantially the form of Exhibit B hereto (or in such other form as may be acceptable to the Agent)hereto, specifying therein the requested (i) date and Facility of such Borrowing, (ii) Type of Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, Borrowing and (iv) in the case of a Borrowing consisting of Eurocurrency Eurodollar Rate Loans, the initial Interest PeriodPeriod for each such Loan. Each Appropriate applicable Lender shall (1) shall, before noon (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Eurocurrency Rate Loans and (2) before 2:00 1:00 P.M. (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Base Rate Loans, Closing Date make available for the account of its Applicable Lending Office to the Agent at the applicable Agent’s Account, in same day funds, such Lender’s ratable portion 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 Borrower Company at the Agent’s address referred to in Section 9.02 or at the applicable Payment Office, as the case may be9.02(a). (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower Company may not select Eurocurrency Eurodollar Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than the Borrowing Minimum $10,000,000 or if the obligation of the Lenders to make Eurocurrency Eurodollar Rate Loans shall then be suspended pursuant to Section 2.08 2.06 or 2.12, 2.10 and (ii) the Eurocurrency Eurodollar Rate Loans may not be outstanding as part of more than six eight separate Term Borrowings and ten separate Revolving Credit Borrowings. (c) Each The Notice of Borrowing shall be irrevocable and binding on the BorrowerCompany. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurocurrency Eurodollar Rate Loans, the Borrower Company shall indemnify each Appropriate applicable Lender against any loss, cost or expense incurred by such Lender as a result of any failure of the Company to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth hereinin Article III, including including, without limitation, any loss (including excluding loss of marginanticipated 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. (d) Unless the Agent shall have received notice from an Appropriate a Lender prior to the time of any Borrowing that such Lender will not make available to the Agent such Lender’s ratable portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing Closing Date in accordance with subsection (a) of this Section 2.02 2.02, and the Agent may, in reliance upon such assumption, make available to the Borrower Company on such date the Closing Date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Agent, such Lender and the Borrower Company severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower Company until the date such amount is repaid to the Agent, at at: (i) in the case of the BorrowerCompany, the higher of (A) the interest rate applicable at the time to the Loans comprising such Borrowing and (B) the cost of funds incurred by the Agent in respect of such amount and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall 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. (e) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 9.04(c) are several and not joint. The failure of any Appropriate Lender to make the Loan to be made by it as part of any Loan or to make any payment under Section 9.04(c) on any date required hereunder Borrowing shall not relieve any other Appropriate Lender of its corresponding obligation obligation, if any, hereunder to do so make its Loan on such date and the Closing Date, but no Lender shall be responsible for the failure of any other Lender to make its the Loan or to make its payment under Section 9.04(c)be made by such other Lender on the Closing Date.