Common use of Making the Loans Clause in Contracts

Making the Loans. To request a Borrowing on the Closing Date, the Borrower shall notify the Administrative Agent by facsimile, telephone or electronically not later than (i) 10:00 a.m. (Local Time) three (3) Business Days prior to the Closing Date, in the case of a Borrowing comprised of Eurodollar Loans, and (ii) 9:00 a.m. (Local Time) on the proposed Closing Date, in the case of a Borrowing comprised of ABR Loans. A notice of Borrowing pursuant to this Section 2.02 (a “Notice of Borrowing”) shall be in substantially the form of Exhibit 2.02 hereto, specifying the proposed Closing Date (which shall be a Business Day), Type of Loans, aggregate amount of the proposed Borrowing and the Interest Period, if any, applicable thereto (which shall comply with the provisions of the definition of Interest Period). The Administrative Agent shall in turn promptly notify each Bank by facsimile of the date, applicable interest rate and aggregate amount of such Borrowing and such Bank’s ratable portion of such Borrowing. Each Bank, for the account of its Applicable Lending Office, shall, before 12:00 Noon (Local Time) on the Closing Date specified in the notice received from the Administrative Agent pursuant to the preceding sentence, deposit such Bank’s ratable portion of such Borrowing in same day funds to the Administrative Agent’s LS2 Incoming Clearing Account No. 9008113381 (ABA No. 000000000) (unless another account is designated by the Administrative Agent for such purpose), Reference: Xxxxxx International Inc., maintained at 0 Xxxxx Xxxxx, Xxxxxxx, Xxxxxxxx. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IV, the Administrative Agent shall make same day funds in the amount of such funds available to the Borrower by 2:00 p.m. (Local Time) on the Closing Date, at the account specified by the Borrower in the Notice of Borrowing.

Making the Loans. To request a (a) The Borrowing shall be made on the Closing Date, written notice given by the Borrower shall notify to the Administrative Agent by facsimile, telephone or electronically not later than than: (i) 10:00 a.m. A.M. (Local TimeNew York City time) three on the date of the Borrowing in the case of a Borrowing consisting of Base Rate Loans and (3ii) 12:00 Noon (New York City time) on the third Business Days Day prior to the Closing Datedate of the Borrowing in the case of a Borrowing consisting of Eurodollar Rate Loans. Such notice of the Borrowing (the "Notice of Borrowing") shall be in the form of Exhibit 2.02 and shall specify (A) the date of the Borrowing, (B) the Type and the aggregate principal amount of Loans comprising the Borrowing and (C) in the case of a Borrowing comprised of Eurodollar Rate Loans, the initial Interest Period for such Loans. The Notice of Borrowing shall be irrevocable and binding on the Borrower. The Agent shall promptly deliver a copy of the Notice of Borrowing to each Lender. (b) Each Lender shall, before (i) 2:00 P.M. New York City time) on the date of a Borrowing consisting of Base Rate Loans and (ii) 9:00 a.m. 12:00 Noon (Local TimeNew York City time) on the proposed Closing Date, in date of the case Borrowing consisting of a Borrowing comprised of ABR Loans. A notice of Borrowing pursuant to this Section 2.02 (a “Notice of Borrowing”) shall be in substantially the form of Exhibit 2.02 hereto, specifying the proposed Closing Date (which shall be a Business Day), Type of Eurodollar Rate Loans, aggregate amount of the proposed Borrowing and the Interest Period, if any, applicable thereto (which shall comply with the provisions of the definition of Interest Period). The Administrative Agent shall in turn promptly notify each Bank by facsimile of the date, applicable interest rate and aggregate amount of such Borrowing and such Bank’s ratable portion of such Borrowing. Each Bank, make available for the account of its Applicable applicable Lending Office to the Agent at the Agent's Office, shallin immediately available funds, before 12:00 Noon (Local Time) on such Lender's Ratable Portion of the Closing Date specified in the notice received from the Administrative Agent pursuant to the preceding sentence, deposit such Bank’s ratable portion of such Borrowing in same day funds to the Administrative Agent’s LS2 Incoming Clearing Account No. 9008113381 (ABA No. 000000000) (unless another account is designated by the Administrative Agent for such purpose), Reference: Xxxxxx International Inc., maintained at 0 Xxxxx Xxxxx, Xxxxxxx, XxxxxxxxBorrowing. After the Administrative Agent’s 's receipt of such funds and and, upon fulfillment of the applicable conditions set forth in Article IV, the Administrative Agent shall make same day funds in the amount of such funds available to the Borrower by 2:00 p.m. (Local Time) on the Closing Date, Borrower's account at the account specified by the Borrower Agent's Office or as otherwise designated in the Notice of Borrowing. In the case of a Borrowing consisting of Base Rate Loans, the Agent will not be required to make funds so available until 3:00 P.M. (New York City time) on the date of such Borrowing. (c) Unless the Agent has received notice from a Lender prior to (i) 1:00 P.M. (New York City time) on the date of the Borrowing consisting of Base Rate Loans and (ii) 11:00 A.M. (New York City time) on the date of the Borrowing consisting of Eurodollar Rate Loans that such Lender will not make available to the Agent such Lender's Ratable Portion of the Borrowing, the Agent may assume such Lender has made such portion available to the Agent on the date of the Borrowing in accordance with Section 2.02(b) and the Agent in its sole discretion may, in reliance on such assumption, make available to the Borrower on such date a corresponding amount on behalf of such Lender. If and to the extent that such Lender shall not have so made its Ratable Portion of the Borrowing 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 interest rate applicable at the time to Loans comprising the Borrowing, and (ii) in the case of such Lender, the Federal Funds Rate until (and including) the third Business Day after demand is made and thereafter at the Base Rate. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender's Loan as part of the Borrowing for purposes of this Agreement. If the Borrower shall repay to the Agent such corresponding amount, the Borrower shall have no liability with respect to losses, costs or expenses otherwise compensable under Section 3.04 in connection therewith. (d) The obligations of the Lenders to make Loans to the Borrower pursuant to this Agreement are several and not joint or joint and several, and the failure of any Lender to make the Loan to be made by it as part of the Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of the 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 the Borrowing.

Making the Loans. To request a (a) The Initial Borrowing shall be made on the Closing Datenotice, the Borrower shall notify the Administrative Agent by facsimile, telephone or electronically given not later than (ix) 10:00 a.m. (Local Time) three (3) 12:00 noon on the third Business Days Day prior to the Closing Date, Effective Date in the case of a an Initial Borrowing comprised consisting of Eurodollar Loans, and Rate Loans or (iiy) 9:00 a.m. (Local Time) 12:00 noon on the proposed Closing Date, Business Day prior to the Effective Date in the case of a an Initial Borrowing comprised consisting of ABR Base Rate Loans, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by facsimile. A Such notice of the Initial Borrowing pursuant to this Section 2.02 (a the “Notice of Initial Borrowing”) shall be in writing or by facsimile in substantially the form of Exhibit 2.02 B hereto, specifying therein the proposed Closing Date requested (i) date of the Initial Borrowing (which shall be the Effective Date and a Business Day), (ii) Type of LoansLoans comprising the Initial Borrowing, (iii) aggregate amount of the proposed Initial Borrowing, and (iv) in the case of an Initial Borrowing and consisting of Eurodollar Rate Loans, initial Interest Period for each such Loan. Each Lender shall, before 2:00 p.m. on the Interest Period, if any, applicable thereto (which shall comply with the provisions date of the definition of Interest Period). The Administrative Agent shall in turn promptly notify each Bank by facsimile of the dateInitial Borrowing, applicable interest rate and aggregate amount of such Borrowing and such Bank’s ratable portion of such Borrowing. Each Bank, make available for the account of its Applicable Lending Office, shall, before 12:00 Noon (Local Time) on the Closing Date specified in the notice received from the Administrative Agent pursuant Office to the preceding sentenceAgent at the Agent’s Account, deposit such Bank’s ratable portion of such Borrowing in same day funds to funds, such Lender’s Ratable Share of the Administrative Agent’s LS2 Incoming Clearing Account No. 9008113381 (ABA No. 000000000) (unless another account is designated by the Administrative Agent for such purpose), Reference: Xxxxxx International Inc., maintained at 0 Xxxxx Xxxxx, Xxxxxxx, XxxxxxxxInitial Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IVIII, the Administrative Agent shall will make same day funds in the amount of such funds available to the Borrower by 2:00 p.m. (Local Time) on the Closing Date, at the account specified Agent’s address referred to in Section 8.02 or as requested by the Borrower in the Notice of Initial Borrowing. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than $5,000,000 (or an integral multiple of $1,000,000 in excess thereof) or if the obligation of the Lenders to make Eurodollar Rate Loans shall then be suspended pursuant to Section 2.06 or 2.10, and (ii) at no time shall there be more than fifteen (15) different Interest Periods outstanding for Eurodollar Rate Loans. (c) The Notice of Initial Borrowing shall be irrevocable and binding on the Borrower. If the Notice of Initial Borrowing specifies that the Initial Borrowing is to be comprised of Eurodollar Rate Loans, the Borrower shall indemnify each Lender against any loss, cost or expense reasonably incurred by such Lender as a result of any failure (i) to fulfill on or before the date specified in the Notice of Initial Borrowing the applicable conditions set forth in Article III or (ii) to otherwise borrow the Eurodollar Rate Loans requested by the Borrower in the Notice of Initial Borrowing on such date (and shall set forth such indemnification obligation in the Notice of Initial Borrowing), including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the 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 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 a Lender prior to the time of the Initial Borrowing that such Lender will not make available to the Agent such Lender’s Ratable Share of the Initial Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of 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 Share available to the Agent, such Lender and the Borrower severally agree to repay to the Agent 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 interest rate applicable at the time to Loans comprising the Initial Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If the Borrower and such Lender shall pay such interest to the 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 the Initial Borrowing for purposes of this Agreement. (e) The failure of any Lender to make the Loan to be made by it as part of the Initial Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of the Initial 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 the Initial Borrowing.

Making the Loans. To request a (a) The Borrowing on the Closing DateFunding Date shall be made on notice given by the Company to the Agent (i) in the case of a Borrowing comprised of Term SOFR Loans, the Borrower shall notify the Administrative Agent by facsimile, telephone or electronically not later than (i) 10:00 11:00 a.m. (Local TimeNew York City time) three (3) Business Days prior to the Closing 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 Funding Date. Such notice of Borrowing (the “Notice of Borrowing”) shall be signed by a Responsible Officer of the Company, delivered in a manner specified in Section 9.02 and shall be in substantially the form of Exhibit B-1 hereto (or such other form as may be approved by the Agent), specifying therein (1) the requested date of the Borrowing (which shall be the Funding Date), (2) the Type of Loans comprising the Borrowing, (3) 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, the Agent shall give each Bank prompt notice thereof in a manner specified in Section 9.02. (b) Each Bank shall make available for the account of its Lending Office to the Agent before 10:00 a.m. (New York City time) (or, in the case of a Borrowing comprised of Eurodollar Base Rate Loans, and if the Notice of Borrowing shall have been given on the Funding Date, before 4:00 p.m. (ii) 9:00 a.m. (Local TimeNew York City time)) on the proposed Closing Funding Date, in at such account maintained at the case of a Borrowing comprised of ABR Loans. A notice of Borrowing pursuant to this Section 2.02 (a “Notice of Borrowing”) Payment Office as shall be in substantially have been notified by the form of Exhibit 2.02 hereto, specifying the proposed Closing Date (which shall be a Business Day), Type of Loans, aggregate amount of the proposed Borrowing and the Interest Period, if any, applicable thereto (which shall comply with the provisions of the definition of Interest Period). The Administrative Agent shall in turn promptly notify each Bank by facsimile of the date, applicable interest rate and aggregate amount of such Borrowing and such Bank’s ratable portion of such Borrowing. Each Bank, for the account of its Applicable Lending Office, shall, before 12:00 Noon (Local Time) on the Closing Date specified in the notice received from the Administrative Agent pursuant to the preceding sentenceBanks prior thereto and in same day funds, deposit such Bank’s ratable portion of such Borrowing in same day funds to the Administrative Agent’s LS2 Incoming Clearing Account No. 9008113381 (ABA No. 000000000) (unless another account is designated by the Administrative Agent for such purpose), Reference: Xxxxxx International Inc., maintained at 0 Xxxxx Xxxxx, Xxxxxxx, XxxxxxxxDollars. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IVSection 3.02, the Administrative Agent shall will make same day funds in the amount of such funds available to the Borrower Company by 2:00 p.m. (Local Time) on promptly remitting the Closing Dateamounts so received, at the in like funds, to such account specified by the Borrower as shall be designated in the Notice of Borrowing. (c) The Notice of Borrowing shall be irrevocable and binding on the Company; 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. If the Notice of Borrowing specifies that the Borrowing on the Funding Date is to be comprised of Term SOFR Loans or Daily Simple SOFR Loans, the Company shall indemnify each Bank, after receipt of a written request by such Bank setting forth in reasonable detail the basis for such request, against any loss (but excluding loss of any Applicable Term SOFR Margin or Applicable Daily Simple SOFR Margin, as applicable), cost or expense reasonably incurred by such Bank as a result of any failure to fulfill on or before the date specified in the Notice of Borrowing for such Borrowing the applicable conditions set forth in Section 3.02 or any withdrawal of such Notice of Borrowing as contemplated above, including, without limitation, any loss (but excluding loss of any 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 Bank to fund the Loan to be made by such Bank as part of such Borrowing when such Loan, as a result of such failure or such withdrawal, is not made on such date. (d) Unless the Agent shall have received notice from a Bank prior to the date of the Borrowing on the Funding Date that such Bank will not make available to the Agent such Bank’s ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to it on the date of such Borrowing in accordance with subsection (b) of this Section 2.02 and it may, in reliance upon such assumption, make (but shall not be required to make) available to the Company on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the 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 Company until the date such amount is repaid to the Agent at (i) in the case of the Company, the interest rate applicable to Base Rate Loans and (ii) in the case of such Bank, the greater 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 Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Loan as part of such Borrowing for purposes of this Agreement. (e) The failure of any Bank to make the Loan to be made by it as part of the Borrowing on the Funding Date shall not relieve any other Bank of its obligation, if any, hereunder to make its Loan on the Funding Date, but no Bank shall be responsible for the failure of any other Bank to make 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 Daily Simple SOFR Loans.

Making the Loans. To request a (a) The Borrowing shall be made on the Closing Date, written notice given by the Borrower shall notify to the Administrative Agent by facsimile, telephone or electronically not later than than: (i) 10:00 a.m. A.M. (Local TimeNew York City time) three on the date of the Borrowing in the case of a Borrowing consisting of Base Rate Loans and (3ii) 12:00 Noon (New York City time) on the third Business Days Day prior to the Closing Datedate of the Borrowing in the case of a Borrowing consisting of Eurodollar Rate Loans. Such notice of the Borrowing (the "Notice of Borrowing") shall be in the form of Exhibit 2.02 and shall specify (A) the date of the Borrowing, (B) the Type and the aggregate principal amount of Loans comprising the Borrowing and (C) in the case of a Borrowing comprised of Eurodollar Rate Loans, the initial Interest Period for such Loans. The Notice of Borrowing shall be irrevocable and binding on the Borrower. The Agent shall promptly deliver a copy of the Notice of Borrowing to each Lender. (b) Each Lender shall, before (i) 2:00 P.M. York City time) on the date of a Borrowing consisting of Base Rate Loans and (ii) 9:00 a.m. 12:00 Noon (Local TimeNew York City time) on the proposed Closing Date, in date of the case Borrowing consisting of a Borrowing comprised of ABR Loans. A notice of Borrowing pursuant to this Section 2.02 (a “Notice of Borrowing”) shall be in substantially the form of Exhibit 2.02 hereto, specifying the proposed Closing Date (which shall be a Business Day), Type of Eurodollar Rate Loans, aggregate amount of the proposed Borrowing and the Interest Period, if any, applicable thereto (which shall comply with the provisions of the definition of Interest Period). The Administrative Agent shall in turn promptly notify each Bank by facsimile of the date, applicable interest rate and aggregate amount of such Borrowing and such Bank’s ratable portion of such Borrowing. Each Bank, make available for the account of its Applicable applicable Lending Office to the Agent at the Agent's Office, shallin immediately available funds, before 12:00 Noon (Local Time) on such Lender's Ratable Portion of the Closing Date specified in the notice received from the Administrative Agent pursuant to the preceding sentence, deposit such Bank’s ratable portion of such Borrowing in same day funds to the Administrative Agent’s LS2 Incoming Clearing Account No. 9008113381 (ABA No. 000000000) (unless another account is designated by the Administrative Agent for such purpose), Reference: Xxxxxx International Inc., maintained at 0 Xxxxx Xxxxx, Xxxxxxx, XxxxxxxxBorrowing. After the Administrative Agent’s 's receipt of such funds and and, upon fulfillment of the applicable conditions set forth in Article IV, the Administrative Agent shall make same day funds in the amount of such funds available to the Borrower by 2:00 p.m. (Local Time) on the Closing Date, Borrower's account at the account specified by the Borrower Agent's Office or as otherwise designated in the Notice of Borrowing. In the case of a Borrowing consisting of Base Rate Loans, the Agent will not be required to make funds so available until 3:00 P.M. (New York City time) on the date of such Borrowing. (c) Unless the Agent has received notice from a Lender prior to (i) 1:00 P.M. (New York City time) on the date of the Borrowing consisting of Base Rate Loans and (ii) 11:00 A.M. (New York City time) on the date of the Borrowing consisting of Eurodollar Rate Loans that such Lender will not make available to the Agent such Lender's Ratable Portion of the Borrowing, the Agent may assume such Lender has made such portion available to the Agent on the date of the Borrowing in accordance with Section 2.02(b) and the Agent in its sole discretion may, in reliance on such assumption, make available to the Borrower on such date a corresponding amount on behalf of such Lender. If and to the extent that such Lender shall not have so made its Ratable Portion of the Borrowing 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 interest rate applicable at the time to Loans comprising the Borrowing, and (ii) in the case of such Lender, the Federal Funds Rate until (and including) the third Business Day after demand is made and thereafter at the Base Rate. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender's Loan as part of the Borrowing for purposes of this Agreement. If the Borrower shall repay to the Agent such corresponding amount, the Borrower shall have no liability with respect to losses, costs or expenses otherwise compensable under Section 3.04 in connection therewith. (d) The obligations of the Lenders to make Loans to the Borrower pursuant to this Agreement are several and not joint or joint and several, and the failure of any Lender to make the Loan to be made by it as part of the Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of the 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 the Borrowing.

Making the Loans. To request a (a) 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 Borrower shall notify the Administrative Agent by facsimile, telephone or electronically not later than (iAgent)) 10:00 a.m. (Local Time) three (3) Business Days prior to the Closing Date, date of the proposed Borrowing in the case of a Borrowing comprised consisting of Eurodollar Loans, and Eurocurrency Rate Loans or (iiy) 9:00 a.m. noon (Local TimeNew York City time) on the date of the proposed Closing Date, Borrowing in the case of a Borrowing comprised consisting of ABR Base Rate Loans, by the Borrower to the Agent, which shall give to each Appropriate Lender prompt notice thereof by fax or e-mail. A Each such notice of a Borrowing pursuant to this Section 2.02 (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or fax in substantially the form of Exhibit 2.02 heretoB hereto (or in such other form as may be acceptable to the Agent), specifying therein the proposed Closing Date requested (which shall be a Business Day)i) date and Facility of such Borrowing, (ii) Type of LoansLoans comprising such Borrowing, aggregate amount of the proposed Borrowing and the Interest Period, if any, applicable thereto (which shall comply with the provisions of the definition of Interest Period). The Administrative Agent shall in turn promptly notify each Bank by facsimile of the date, applicable interest rate and 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 BankBorrowing, 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. Each Bank, for the account of its Applicable Lending Office, shall, before 12:00 Noon (Local Time) on the Closing Date specified in the notice received from the Administrative Agent pursuant to the preceding sentence, deposit such Bank’s ratable portion of such Borrowing in same day funds to the Administrative Agent’s LS2 Incoming Clearing Account No. 9008113381 (ABA No. 000000000) (unless another account is designated by the Administrative Agent for such purpose), Reference: Xxxxxx International Inc., maintained at 0 Xxxxx Xxxxx, Xxxxxxx, Xxxxxxxx. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IVIII, the Administrative Agent shall will make same day funds in the amount of 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 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 2:00 p.m. 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 (Local Timeincluding 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 Closing Date, at the account specified by the Borrower in the Notice failure of Borrowingany other Lender to make its Loan or to make its payment under Section 9.04(c).

Making the Loans. To request a Borrowing on the Closing Date, the (a) The Borrower shall notify give the Administrative Agent by facsimileprior telephonic notice (immediately confirmed in writing, telephone or electronically in substantially the form of Exhibit B hereto (a "Notice of Borrowing")), not later than 12:00 noon (iLuxembourg time) 10:00 a.m. on the date which is five (Local Time) three (35) Business Days prior to the Closing Datedate of the Loan (or, in each case, such shorter period as the case Administrative Agent may agree, in its sole discretion, to accommodate from time to time). Such Notice of a Borrowing comprised shall be revocable until 12:00 noon (Luxembourg time) one (1) Business Day prior to the date of Eurodollar Loans, the Loan and specify (i) the principal amount of the proposed Loan and (ii) 9:00 a.m. the proposed borrowing date, which must be a Business Day, and, with respect to the Loan, must be the Effective Date. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Borrower (Local Time) or from any Authorized Officer thereof designated in writing purportedly from the Borrower to the Administrative Agent). The Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on the proposed Closing Date, in authority of any Authorized Officer of the case Borrower to request a Loan on behalf of a Borrowing comprised 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 ABR Loans. A notice the signature appearing on any written Notice of Borrowing. (a) The Notice of Borrowing pursuant to this Section 2.02 (a “Notice of Borrowing”) shall be conditional on the substantially contemporaneous consummation of the other transactions contemplated by the Flow of Funds Agreement, the Share Purchase Agreement and the Amended Shareholders' Agreement. (b) Except as otherwise provided in substantially this Section 2.02(c), the form of Exhibit 2.02 hereto, specifying the proposed Closing Date (which Loan under this Agreement shall be a Business Day), Type of Loans, aggregate amount made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the proposed Borrowing and Total Commitment, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligations to make a Loan requested hereunder, nor shall the Interest Period, if any, applicable thereto (which shall comply with the provisions Commitment of any Lender be increased or decreased as a result of the definition default by any other Lender in that other Lender's obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms of Interest Period). The Administrative Agent shall in turn promptly notify each Bank by facsimile this Agreement regardless of the date, applicable interest rate and aggregate amount of such Borrowing and such Bank’s ratable portion of such Borrowing. Each Bank, for the account of its Applicable Lending Office, shall, before 12:00 Noon (Local Time) on the Closing Date specified in the notice received from the Administrative Agent pursuant to the preceding sentence, deposit such Bank’s ratable portion of such Borrowing in same day funds to the Administrative Agent’s LS2 Incoming Clearing Account No. 9008113381 (ABA No. 000000000) (unless another account is designated failure by the Administrative Agent for such purpose), Reference: Xxxxxx International Inc., maintained at 0 Xxxxx Xxxxx, Xxxxxxx, Xxxxxxxx. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IV, the Administrative Agent shall make same day funds in the amount of such funds available to the Borrower by 2:00 p.m. (Local Time) on the Closing Date, at the account specified by the Borrower in the Notice of Borrowingany other Lender.

Making the Loans. To request a (a) The initial Borrowing on the Closing Dateshall be made upon notice, the Borrower shall notify the Administrative Agent by facsimile, telephone or electronically given not later than 11:00 A.M. (iLos Angeles, California time) 10:00 a.m. one (Local Time1) Business Day (to the extent that the initial Borrowing will consist of Alternate Base Rate Loans) and three (3) Business Days (to the extent that the initial Borrowing will consist of Eurodollar Rate Loans) prior to the Closing Datedate of such Borrowing, by the Company to the Agent, which shall give to each Bank prompt notice thereof and of each other notice received from the Company hereunder. The notice of such Borrowing (the “Notice of Borrowing”) shall be in writing, substantially in the form of Exhibit G hereto, and specifying therein (i) the requested date of such Borrowing, (ii) the requested Type and amount of each Loan comprising such Borrowing, (iii) the requested aggregate amount of such Borrowing, and (iv) in the case of a Borrowing comprised of Eurodollar Rate Loans, and (ii) 9:00 a.m. (Local Time) on the proposed Closing Date, in initial Interest Period for each such Loan. In the case of a proposed Borrowing comprised of ABR Loans. A notice of Borrowing pursuant to this Section 2.02 (a “Notice of Borrowing”) shall be in substantially the form of Exhibit 2.02 hereto, specifying the proposed Closing Date (which shall be a Business Day), Type of Eurodollar Rate Loans, aggregate amount of the proposed Borrowing and the Interest Period, if any, applicable thereto (which shall comply with the provisions of the definition of Interest Period). The Administrative Agent shall in turn promptly notify each Bank by facsimile of the date, applicable interest rate and aggregate amount of such Borrowing and such Bank’s ratable portion pursuant to Section 4.05 hereof. Each Bank shall, before 11:00 A.M. (Los Angeles, California time) on the date of such Borrowing. Each Bank, make available for the account of its Applicable Lending Office to the Agent at its Principal Office, shallin same day funds, before 12:00 Noon (Local Time) on the Closing Date specified in the notice received from the Administrative Agent pursuant to the preceding sentence, deposit such Bank’s ratable portion Proportionate Share of such Borrowing in same day funds to the Administrative Agent’s LS2 Incoming Clearing Account No. 9008113381 (ABA No. 000000000) (unless another account is designated by the Administrative Agent for such purpose), Reference: Xxxxxx International Inc., maintained at 0 Xxxxx Xxxxx, Xxxxxxx, XxxxxxxxBorrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IVSection 7 hereof, the Administrative Agent shall will make same day funds in the amount of such funds available to the Borrower Company by 2:00 p.m. (Local Time) on promptly crediting the Closing Date, at amounts so received in like funds to an account of the account specified Company designated by the Borrower Company in the Notice of Borrowing. For the purposes of determining whether the applicable conditions set forth in Section 7 hereof have been fulfilled, the Agent may assume the truth of the statements contained in certificates delivered pursuant to said Section. (b) The Notice of Borrowing shall be irrevocable and binding on the Company and, in respect of any Borrowing comprised of Eurodollar Rate Loans specified in such Notice of Borrowing, the Company shall indemnify each Bank against any loss or expense incurred by such Bank as a result of any failure to fulfill on or before the date specified for such Borrowing the applicable conditions set forth in Section 7 hereof, including, without limitation, any amounts payable to the applicable Banks pursuant to Section 6.03 hereof (excluding loss of anticipated profits). (c) Unless the Agent shall have received notice from a Bank prior to the date of any Borrowing pursuant to Section 5.01(a) hereof that such Bank will not make available to the Agent such Bank’s Proportionate Share of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with Section 5.01(a) hereof and the Agent may, in reliance upon such assumption, make available to the Company on such date a corresponding amount. If such Bank’s Proportionate Share of such Borrowing is made available to the 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 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 Bank’s Proportionate Share of such Borrowing is not in fact made available to the Agent by such Bank within three (3) Business Days after the date of such Borrowing, the Company agrees to pay to the Agent, on demand, an amount equal to such Proportionate Share together with interest thereon, for each day from the date such amount was made available to the Company until the date such amount is repaid to the Agent, at the interest rate applicable at the time to the Loans comprising such Borrowing. (d) The failure of any Bank to make the Loan to be made by it as part of any Borrowing shall not relieve any other Bank of its obligation hereunder to make its Loan on the date of such Borrowing, but no Bank shall be responsible for the failure of any other Bank to make the Loan to be made by such other Bank on the date of any Borrowing.

Making the Loans. To request a (a) The Initial Borrowing shall be made on the Closing Datenotice, the Borrower shall notify the Administrative Agent by facsimile, telephone or electronically given not later than (ix) 10:00 a.m. (Local Time) three (3) 12:00 noon on the third Business Days Day prior to the Closing Date, Effective Date in the case of a an Initial Borrowing comprised consisting of Eurodollar Loans, and Rate Loans or (iiy) 9:00 a.m. (Local Time) 12:00 noon on the proposed Closing Date, Business Day prior to the Effective Date in the case of a an Initial Borrowing comprised consisting of ABR Base Rate Loans, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by facsimile. A Such notice of the Initial Borrowing pursuant to this Section 2.02 (a the “Notice of Initial Borrowing”) shall be in writing or by facsimile in substantially the form of Exhibit 2.02 B hereto, specifying therein the proposed Closing Date requested (i) date of the Initial Borrowing (which shall be the Effective Date and a Business Day), (ii) Type of LoansLoans comprising the Initial Borrowing, (iii) aggregate amount of the proposed Initial Borrowing, and (iv) in the case of an Initial Borrowing and consisting of Eurodollar Rate Loans, initial Interest Period for each such Loan. Each Lender shall, before 2:00 p.m. on the Interest Period, if any, applicable thereto (which shall comply with the provisions date of the definition of Interest Period). The Administrative Agent shall in turn promptly notify each Bank by facsimile of the dateInitial Borrowing, applicable interest rate and aggregate amount of such Borrowing and such Bank’s ratable portion of such Borrowing. Each Bank, make available for the account of its Applicable Lending Office, shall, before 12:00 Noon (Local Time) on the Closing Date specified in the notice received from the Administrative Agent pursuant Office to the preceding sentenceAgent at the Agent’s Account, deposit such Bank’s ratable portion of such Borrowing in same day funds to funds, such Lender’s Ratable Share of the Administrative Agent’s LS2 Incoming Clearing Account No. 9008113381 (ABA No. 000000000) (unless another account is designated by the Administrative Agent for such purpose), Reference: Xxxxxx International Inc., maintained at 0 Xxxxx Xxxxx, Xxxxxxx, XxxxxxxxInitial Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IVIII, the Administrative Agent shall will make same day funds in the amount of such funds available to the Borrower by 2:00 p.m. (Local Time) on the Closing Date, at the account specified Agent’s address referred to in Section 8.02 or as requested by the Borrower in the Notice of Initial Borrowing. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than $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 Eurodollar Rate Loans shall then be suspended pursuant to Section 2.06 or 2.10, and (ii) at no time shall there be more than three (3) different Interest Periods outstanding for Eurodollar Rate Loans. (c) The Notice of Initial Borrowing shall be irrevocable and binding on the Borrower. If the Notice of Initial Borrowing specifies that the Initial Borrowing is to be comprised of Eurodollar Rate Loans, the Borrower shall indemnify each Lender against any loss, cost or expense reasonably incurred by such Lender as a result of any failure (i) to fulfill on or before the date specified in the Notice of Initial Borrowing the applicable conditions set forth in Article III or (ii) to otherwise borrow the Eurodollar Rate Loans requested by the Borrower in the Notice of Initial Borrowing on such date (and shall set forth such indemnification obligation in the Notice of Initial Borrowing), including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the 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 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 a Lender prior to the time of the Initial Borrowing that such Lender will not make available to the Agent such Lender’s Ratable Share of the Initial Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of 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 Share available to the Agent, such Lender and the Borrower severally agree to repay to the Agent 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 interest rate applicable at the time to Loans comprising the Initial Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If the Borrower and such Lender shall pay such interest to the 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 the Initial Borrowing for purposes of this Agreement. (e) The failure of any Lender to make the Loan to be made by it as part of the Initial Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of the Initial 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 the Initial Borrowing.