Common use of Making the Advances Clause in Contracts

Making the Advances. (a) Each Borrowing shall be made on notice, given (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. (New York time) on the third Business Day prior to the date of the proposed Borrowing, and (ii) in the case of a Borrowing comprising Alternate Base Rate Advances, not later than 11:00 a.m. (New York time) on the date of the proposed Borrowing, by any Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof. Each such Notice of Borrowing by any Borrower shall be by email or any other electronic manner reasonably acceptable to the Administrative Agent, in substantially the form of Exhibit C hereto, specifying therein the requested (A) date of such Borrowing, (B) Type of Advances to be made in connection with such Borrowing, (C) aggregate amount of such Borrowing, (D) in the case of a Borrowing comprising Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01, and (E) the identity of the Borrower requesting such Borrowing. Each Borrower may request that more than one Borrowing be made on any date. Each Lender shall, before 1:00 p.m. (New York time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02, in same day funds, such Lender’s Percentage of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to such Borrower at the Administrative Agent’s aforesaid address. (b) Each Notice of Borrowing delivered by any Borrower shall be irrevocable and binding on such Borrower. In the case of any Notice of Borrowing delivered by any Borrower requesting Eurodollar Rate Advances, such Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by such Borrower to fulfill on or before the date specified in such Notice of Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date of a Borrowing comprising Eurodollar Rate Advances or (B) 12:00 p.m. (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage 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 applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing available to the Administrative Agent, such Lender and such 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 such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such Borrower, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (d) The obligations of the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Borrowing shall be made on notice, given (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than (x) 11:00 a.m. A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing, and (ii) Borrowing in the case of a Borrowing comprising Alternate Base consisting of Eurocurrency Rate AdvancesBorrowing consisting of Eurocurrency Rate Advances denominated in Dollars, not later than (y) 4:00 P.M. (London time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurocurrency Rate Advances denominated in any Committed Currency, or (z) 11:00 a.m. A.M. (New York City time) on the date of the proposed BorrowingBorrowing in the case of a Borrowing consisting of Base Rate Advances, by any Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereofthereof by telecopier. Each such notice of a Borrowing (a “Notice of Borrowing by any Borrower Borrowing”) shall be by email telephone, confirmed immediately in writing, or any other electronic manner reasonably acceptable to the Administrative Agent, telecopier in substantially the form of Exhibit C B hereto, specifying therein the requested (Ai) date of such Borrowing, (Bii) Type of Advances to be made in connection with comprising such Borrowing, (Ciii) aggregate amount of such Borrowing, and (Div) in the case of a Borrowing comprising Eurodollar consisting of Eurocurrency Rate Advances, the initial Interest Period and currency for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01, and (E) the identity of the Borrower requesting such Borrowing. Each Borrower may request that more than one Borrowing be made on any date. Each Lender shall, before 1:00 p.m. P.M. (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Advances denominated in Dollars, and before 11:00 A.M. (London time) on the date of such Borrowing, in the case of a Borrowing consisting of Eurocurrency Rate Advances denominated in any Committed Currency, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the applicable Agent’s Account, in same day funds, such Lender’s Percentage ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to such the Borrower requesting the Borrowing at the Administrative Agent’s aforesaid addressaddress 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) no Borrower may select Eurocurrency Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than the Borrowing Minimum or if the obligation of the Lenders to make Eurocurrency Rate Advances shall then be suspended pursuant to Section 2.07 or 2.11 and (ii) the Eurocurrency Rate Advances may not be outstanding as part of more than 12 separate Borrowings. (c) Each Notice of Borrowing delivered by any Borrower shall be irrevocable and binding on such Borrowerthe Borrower requesting the Borrowing. In the case of any Borrowing that the related Notice of Borrowing delivered by any Borrower requesting Eurodollar specifies is to be comprised of Eurocurrency Rate Advances, the Borrower requesting such Borrower Borrowing shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by such Borrower to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (cd) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date time of a any Borrowing comprising Eurodollar Rate Advances or (B) 12:00 p.m. (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage 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 applicable Borrower requesting such Borrowing on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing ratable portion available to the Administrative Agent, such Lender and such 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 such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such a Borrower, the higher of (A) the interest rate applicable at the time to Advances made in connection with comprising such Borrowing and (B) the cost of funds incurred by the Agent in respect of such amount and (ii) in the case of such Lender, (A) the Federal Funds RateRate in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (de) The obligations of the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Borrowing under Section 2.01 shall be made on notice, given (i) in the case of a Borrowing comprising Eurodollar Rate SOFR Advances, not later than 11:00 a.m. A.M. (New York City time) on the third (3rd) U.S. Government Securities Business Day prior to the date of the proposed Borrowing, and (ii) in the case of a Borrowing comprising Alternate Base Rate Advances, not later than 11:00 a.m. 1:00 P.M. (New York City time) on the date of the proposed Borrowing, by any the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof. Each such notice of a Borrowing (a “Notice of Borrowing by any Borrower Borrowing”) shall be transmitted by facsimile or email or any other electronic manner reasonably acceptable to the Administrative Agent, in substantially the form of Exhibit C A-1 hereto, specifying therein the requested (A) date of such Borrowing, (B) Type of Advances to be made in connection with such Borrowing, (C) aggregate amount of such Borrowing, (D) wire instructions of the Borrower, and (E) in the case of a Borrowing comprising Eurodollar Rate SOFR Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01, and (E) the identity of the Borrower requesting such Borrowing. Each Borrower may request that more than one Borrowing be made on any dateAdvances. Each Lender shall, before 1:00 p.m. (x) 12:00 noon (New York City time) on the date of such Borrowingany Borrowing comprising SOFR Advances, and (y) 3:00 P.M. (New York City time) on the date of any Borrowing comprising Base Rate Advances, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Agent’s Account, in same day funds, such Lender’s Percentage ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower in such manner as the Borrower at shall have specified in the Administrative Agent’s aforesaid addressapplicable Notice of Borrowing. (b) Each Notice of Borrowing delivered by any Borrower shall be irrevocable and binding on such the Borrower. In the case of any Notice of Borrowing delivered by any Borrower requesting Eurodollar Rate SOFR Advances, such the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by such Borrower to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits)loss, cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired acquired, or the hedging of the interest rate risks associated with respect to such funds, by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date time of a any Borrowing comprising Eurodollar Rate Advances or (B) 12:00 p.m. (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances under Section 2.01 that such Lender will not make available to the Administrative Agent such Lender▇▇▇▇▇▇’s Percentage 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 applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing ratable portion available to the Administrative Agent, such Lender and the Borrower (following the Administrative Agent’s demand on such Borrower Lender for the corresponding amount) 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 such the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such the Borrower, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (d) The obligations of the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing under Section 2.01 shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any BorrowingBorrowing under Section 2.01.

Making the Advances. (a) Each Borrowing shall be made on notice, given (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing, and (ii) in the case of a Borrowing comprising Alternate Base Rate Advances, not later than 11:00 a.m. A.M. (New York City time) on the date of the proposed Borrowing, by any the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof. Each such notice of a Borrowing (a “Notice of Borrowing by any Borrower Borrowing”) shall be transmitted by email or any other electronic manner reasonably acceptable to the Administrative Agent, facsimile in substantially the form of Exhibit C A-1 hereto, specifying therein the requested (A) date of such Borrowing, (B) Type of Advances to be made in connection with such Borrowing, (C) aggregate amount of such Borrowing, (D) wire instructions of the Borrower, and (E) in the case of a Borrowing comprising Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01, and (E) the identity of the Borrower requesting such Borrowing. Each Borrower may request that more than one Borrowing be made on any dateAdvances. Each Lender shall, before 1:00 p.m. (x) 12:00 noon (New York City time) on the date of such Borrowingany Borrowing comprising Eurodollar Rate Advances, and (y) 1:00 P.M. (New York City time) on the date of any Borrowing comprising Base Rate Advances, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02, in same day funds, such Lender’s Percentage ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to such the Borrower at the Administrative Agent’s aforesaid address. (b) Each Notice of Borrowing delivered by any Borrower shall be irrevocable and binding on such the Borrower. In the case of any Notice of Borrowing delivered by any Borrower requesting Eurodollar Rate Advances, such the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by such Borrower to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits)loss, cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date time of a any Borrowing comprising Eurodollar Rate Advances or (B) 12:00 p.m. (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage 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 applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing ratable portion available to the Administrative Agent, such Lender and the Borrower (following the Administrative Agent’s demand on such Borrower Lender for the corresponding amount) 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 such the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such the Borrower, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (d) The obligations of the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Except as otherwise provided in Section 2.02(b) or Section 2.03(c), each Borrowing shall be made on notice, given (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. (x) 1:00 P.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing, and (ii) Borrowing in the case of a Borrowing comprising Alternate Base consisting of Eurodollar Rate Advances, not later than 11:00 a.m. Advances or (y) 1:00 P.M. (New York City time) on the date of the proposed BorrowingBorrowing in the case of a Borrowing consisting of Base Rate Advances, by any the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereofthereof by facsimile. Each such notice of a Borrowing (a “Notice of Borrowing by any Borrower Revolving Credit Borrowing”) shall be by email telephone, confirmed immediately in writing, or any other electronic manner reasonably acceptable to the Administrative Agent, facsimile in substantially the form of Exhibit C B hereto, specifying therein the requested (Ai) date of such Borrowing, (Bii) Type of Advances to be made in connection with comprising such Borrowing, (Ciii) aggregate amount of such Borrowing, and (Div) in the case of a Borrowing comprising consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01, and (E) the identity of the Borrower requesting such Borrowing. Each Borrower may request that more than one Borrowing be made on any date. Each Lender shall, before 1:00 p.m. 3:00 P.M. (New York City time) on the date of such Borrowing, Borrowing make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Agent’s Account, in same day funds, such Lender’s Percentage ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to such the Borrower at the Administrative AgentBorrower’s aforesaid address. (b) Each Notice account as specified in writing by two Financial Officers of Borrowing delivered the Borrower; provided, however, that the Agent shall first make a portion of such funds equal to the aggregate principal amount of any Swing Line Advances made by the Swing Line Banks and by any Borrower shall be irrevocable other Lender and binding on such Borrower. In the case of any Notice of Borrowing delivered by any Borrower requesting Eurodollar Rate Advances, such Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by such Borrower to fulfill on or before the date specified in such Notice of Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date of a Borrowing comprising Eurodollar Rate Advances or (B) 12:00 p.m. (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent outstanding on the date of such Borrowing in accordance with subsection (a) Revolving Credit Borrowing, plus interest accrued and unpaid thereon to and as of this Section 2.02 and the Administrative Agent maysuch date, in reliance upon such assumption, make available to the applicable Borrower on Swing Line Banks and such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage other Lenders for repayment of such Borrowing available to the Administrative Agent, such Lender and such 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 such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such Borrower, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this AgreementSwing Line Advances. (d) The obligations of the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Borrowing shall be made on notice, given (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. (x) 10:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing, and (ii) Borrowing in the case of a Borrowing comprising Alternate Base consisting of Eurocurrency Rate AdvancesAdvances denominated in any Major Currency, not later than (y) 11:00 a.m. A.M. (New York City time) on the third Business Day prior to the date of the proposed BorrowingBorrowing in the case of a Borrowing consisting of Eurocurrency Rate Advances denominated in Dollars or (z) 9:00 A.M. (New York City time) on the day of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by any Borrower the Company to the Administrative Agent, which shall give to each Lender prompt notice thereofthereof by telecopier. Each such notice of a Borrowing (a “Notice of Borrowing by any Borrower Borrowing”) shall be by email telephone, confirmed immediately in writing, or any other electronic manner reasonably acceptable to the Administrative Agent, telecopier in substantially the form of Exhibit C B hereto, specifying therein the requested (Ai) date of such Borrowing, (Bii) Type of Advances to be made in connection with comprising such Borrowing, (Ciii) aggregate amount of such Borrowing, and (Div) in the case of a Borrowing comprising Eurodollar consisting of Eurocurrency Rate Advances, the initial Interest Period and currency for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01, and (E) the identity of the Borrower requesting such Borrowing. Each Borrower may request that more than one Borrowing be made on any date. Each Lender shall, before 1:00 p.m. 11:00 A.M. (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Advances denominated in Dollars, and before 11:00 A.M. (London time) on the date of such Borrowing, in the case of a Borrowing consisting of Eurocurrency Rate Advances denominated in any Major Currency, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the applicable Agent’s Account, in same day funds, such Lender’s Percentage ratable portion (as determined in accordance with Section 2.01) of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to such Borrower the Company at the Administrative Agent’s aforesaid addressaddress or at the applicable Payment Office, as the case may be. (b) Anything in subsection (a) above to the contrary notwithstanding, the Company may not select Eurocurrency Rate Advances for any proposed Borrowing if the obligation of the Lenders to make Eurocurrency Rate Advances shall then be suspended pursuant to Section 2.09 or 2.12. (c) Each Notice of Borrowing delivered by any Borrower shall be irrevocable and binding on such Borrowerthe Company. In the case of any Borrowing that the related Notice of Borrowing delivered by any Borrower requesting Eurodollar specifies is to be comprised of Eurocurrency Rate Advances, such Borrower the Company shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by such Borrower the Company to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (cd) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date time of a any Borrowing comprising Eurodollar Rate Advances or (B) 12:00 p.m. (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage ratable portion of such Borrowing, 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 applicable Borrower Company on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing ratable portion available to the Administrative Agent, such Lender and such Borrower the Company 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 such Borrower the Company until the date such amount is repaid to the Administrative Agent, at (ix) in the case of such Borrowerthe Company, the higher of (A) the interest rate applicable at the time to Advances made in connection with 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 Advance as part of such Borrowing for purposes of this Agreement. (d) The obligations of the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.and

Making the Advances. (a) Each Borrowing shall be made on notice, given not later than (ix) 1:00 P.M. (New York City time) on the second Business Day prior to either the Closing Date or (if applicable) the Pre-Funding Date, in the case of a Borrowing comprising Eurodollar Eurocurrency Rate AdvancesAdvance, not later than 11:00 a.m. or (y) noon (New York City time) on the third Business Day prior to either the date of Closing Date or (if applicable) the proposed BorrowingPre-Funding Date, and (ii) in the case of a Borrowing comprising Alternate Base Rate Advances, not later than 11:00 a.m. (New York time) on the date of the proposed BorrowingAdvance, by any Borrower the Company to the Administrative Agent, which shall give to each Lender prompt notice thereof. Each such notice of a Borrowing (a “Notice of Borrowing by any Borrower Borrowing”) shall be by in writing, via email or any other electronic manner reasonably acceptable to the Administrative Agenttelecopier, in substantially the form of Exhibit C B hereto, specifying therein the requested (Ai) date of such Borrowing, (Bii) Type of Advances to be made in connection with comprising such Borrowing, (Ciii) the Class of Advances comprising such Borrowing, (iv) aggregate amount of such Borrowing, and (Dv) in the case of a Borrowing comprising Eurodollar consisting of Eurocurrency Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01, and (E) the identity of the Borrower requesting such Borrowing. Each Borrower may request that more than one Borrowing be made on any date. Each Lender shall, before 1:00 p.m. P.M. (New York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the applicable Agent’s Account, in same day funds, such Lender’s Percentage ratable portion of such BorrowingBorrowing in accordance with the respective Commitment of such Lender. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIISection 3.02, subject to Section 3.03 (if applicable), the Administrative Agent will make such funds available to such Borrower the Company at the Administrative Agent’s aforesaid addressaddress referred to in Section 9.02 or at the applicable Payment Office, as the case may be. (b) [Reserved] (c) Anything in subsection (a) above to the contrary notwithstanding, (i) the Company may not select Eurocurrency Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $10,000,000 or is not in an integral multiple of $1,000,000 in excess thereof, or if the obligation of the Lenders to make Eurocurrency Rate Advances shall then be suspended pursuant to Section 2.08 or 2.12 and (ii) the Eurocurrency Rate Advances may not be outstanding as part of more than six separate Borrowings. (d) Each Notice of Borrowing delivered by any Borrower shall be irrevocable and binding on the Company; provided however, that any Notice of Borrowing may be conditioned on the occurrence of any event, in which case such Borrowernotice may be revoked by the Company (by notice delivered to the Agent on or prior to the date of the proposed Borrowing (whether into the Pre-Funded Account pursuant to Section 3.03 or otherwise)) if such condition is not satisfied (it being understood that any revocation of a Notice of Borrowing shall be subject to the provisions in the succeeding sentence). In the case of any a Borrowing that the related Notice of Borrowing delivered by any Borrower requesting Eurodollar specifies is to be comprised of Eurocurrency Rate Advances, such Borrower the Company shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by such Borrower to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article IIISection 3.02, including, without limitation, any loss (including excluding any loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (ce) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date time of a any Borrowing comprising Eurodollar Rate Advances or (B) 12:00 p.m. (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage 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 2.02, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower Company on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing ratable portion available to the Administrative Agent, such Lender and such Borrower the Company 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 such Borrower the Company until the date such amount is repaid to the Administrative Agent, at (i) in the case of such Borrowerthe Company, the higher of the interest rate applicable at the time to the Advances made in connection with comprising such Borrowing and the cost of funds incurred by the Agent in respect of such amount and (ii) in the case of such Lender, the higher of the Federal Funds RateRate and the cost of funds incurred by the Agent in respect of such amount, plus any administrative, processing or similar fees customarily charged by the Agent in connection with the foregoing. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (df) The obligations of the Lenders hereunder to make Advances are several and not joint. [Reserved] (g) The failure of any Lender to make the Advance Advances to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Borrowing shall be made on notice, given (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing, and (ii) in the case of Borrowing if a Borrowing comprising Alternate Base consists of Eurodollar Rate Advances, or not later than 11:00 a.m. A.M. (New York City time) on the date of the proposed BorrowingBorrowing if a Borrowing consists of Base Rate Advances, by any the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereofthereof by telecopier. Each such notice of a Borrowing (a "Notice of Borrowing by any Borrower Borrowing") shall be by email or any other electronic manner reasonably acceptable to the Administrative Agenttelephone, confirmed immediately by telecopier in substantially the form of Exhibit C B hereto, specifying therein the requested (Ai) date of such Borrowing, (Bii) Type of Advances to be made in connection with comprising such Borrowing, (Ciii) aggregate amount of such Borrowing, Borrowing and (Div) in the case if such Borrowing consists of a Borrowing comprising Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01, and (E) the identity of the Borrower requesting such Borrowing. Each Borrower may request that more than one Borrowing be made on any date. Each Lender shall, before 1:00 p.m. 11:00 A.M. (New York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Agent's Account, in same day funds, such Lender’s Percentage 's ratable portion of such Borrowing; provided, however, that if a Notice of Borrowing in respect of a proposed Borrowing consisting of Base Rate Advances is given on the date of such Borrowing, the Lenders shall so make available their ratable portions of such Borrowing before 3:00 P.M. (New York City time) on such date. 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 such the Borrower at the Administrative Agent’s aforesaid addressBankers Trust Company, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. (b) Each Notice of Borrowing delivered by any Anything in subsection (a) above to the contrary notwithstanding, the Borrower shall be irrevocable and binding on such Borrower. In the case of any Notice of Borrowing delivered by any Borrower requesting may not select Eurodollar Rate Advances, such Advances for any Borrowing if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.07(e). (c) The Borrower shall indemnify each Lender against any lossactual and documented loss (excluding any loss of profit and/or margin), cost or expense reasonably incurred by such Lender as a result of (i) the revocation by the Borrower of (x) any Notice of Borrowing if it specifies that the Borrowing is to be comprised of Eurodollar Rate Advances or (y) any notice given by the Borrower pursuant to Section 2.08 of the Conversion of Base Rate Advances to Eurodollar Rate Advances and (ii) any failure by such Borrower to fulfill on or before the date specified in a Notice of Borrowing for a Borrowing that such Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances the applicable conditions set forth in Article III, including, without limitationlimitation in each such case, any loss (including excluding loss of anticipated profitsprofit and/or margin), cost or expense reasonably incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing or as a result of such Conversion when such Advance, as a result of such revocation or failure, is not made on the date specified therefor in the relevant Notice of Borrowing or when such dateBase Rate Advances, as a result of such revocation, are not converted to Eurodollar Rate Advances, but excluding, however, any such losses, costs and expenses resulting from any such revocation or failure which has occurred more than 60 days prior to demand being made to the Borrower by such Lender for indemnification. The payment of such indemnity to a Lender shall be made within 30 days of a demand by such Lender complying with Section 8.04(d). (cd) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date of a any Borrowing comprising Eurodollar Rate Advances or (B) 12:00 p.m. (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage '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 (aSection 2.02(a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing ratable portion available to the Administrative Agent, such Lender and such 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 such the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such the Borrower, the interest rate applicable at the time to Advances made in connection with 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 's Advance as part of such Borrowing for purposes of this Agreement. (de) The obligations of the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Borrowing shall be made on notice, given (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than (x) 11:00 a.m. A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing, and (ii) Borrowing in the case of a Borrowing comprising Alternate Base consisting of Eurodollar Rate Advances, not later than Advances or (y) 11:00 a.m. A.M. (New York City time) on the date of the proposed BorrowingBorrowing in the case of a Borrowing consisting of Base Rate Advances, by any the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereofthereof by telecopier. Each such notice of a Borrowing (a “Notice of Borrowing by any Borrower Borrowing”) shall be by email telephone, confirmed immediately in writing, or any other electronic manner reasonably acceptable to the Administrative Agent, telecopier in substantially the form of Exhibit C B hereto, specifying therein the requested (Ai) date of such Borrowing, (Bii) Type of Advances to be made in connection with comprising such Borrowing, (Ciii) aggregate amount of such Borrowing, and (Div) in the case of a Borrowing comprising consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01, and (E) the identity of the Borrower requesting such Borrowing. Each Borrower may request that more than one Borrowing be made on any date. Each Lender shall, before 1:00 p.m. P.M. (New York City time) on the date of such Borrowing, Borrowing make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Agent’s Account, in same day funds, such Lender’s Percentage ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to such the Borrower at the Administrative Agent’s aforesaid addressaddress referred to in Section 8.02. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $10,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.07 or 2.11 and (ii) the Eurodollar Rate Advances may not be outstanding as part of more than eight separate Borrowings. (c) Each Notice of Borrowing delivered by any Borrower shall be irrevocable and binding on such the Borrower. In the case of any Borrowing that the related Notice of Borrowing delivered by any Borrower requesting specifies is to be comprised of Eurodollar Rate Advances, such the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by such Borrower to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (cd) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date time of a any Borrowing comprising Eurodollar Rate Advances or (B) 12:00 p.m. (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage 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 applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing ratable portion available to the Administrative Agent, such Lender and such 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 such the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such the Borrower, the interest rate applicable at the time to Base Rate Advances made in connection with such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds RateRate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (de) The obligations of the Lenders hereunder to make Advances and to make payments pursuant to Section 8.04(c) are several and not joint. The failure of any Lender to make the any Advance or to be made by it as part of make any Borrowing payment under Section 8.04(c) on any date required hereunder shall not relieve any other Lender of its obligationcorresponding obligation to do so on such date, if any, hereunder to make its Advance on the date of such Borrowing, but and no Lender shall be responsible for the failure of any other Lender to so make the its Advance or to be made by such other Lender on the date of any Borrowingmake its payment under Section 8.04(c).

Making the Advances. (a) Each Borrowing shall be made on notice, given (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing, and (ii) in the case of a Borrowing comprising Alternate Base Rate Advances, not later than 11:00 a.m. A.M. (New York City time) on the date of the proposed Borrowing, by any the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof. Each such notice of a Borrowing (a "Notice of Borrowing by any Borrower Borrowing") shall be transmitted by email telecopier, telex or any other electronic manner reasonably acceptable to the Administrative Agentcable, confirmed immediately in writing, in substantially the form of Exhibit C A-1 hereto, specifying therein the requested (A) date of such Borrowing, (B) Type of Advances to be made in connection with such Borrowing, (C) aggregate amount of such Borrowing, and (D) in the case of a Borrowing comprising Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01, and (E) the identity of the Borrower requesting such Borrowing. Each Borrower may request that more than one Borrowing be made on any date. Each Lender shall, before 1:00 p.m. (x) 12:00 noon (New York City time) on the date of such Borrowingany Borrowing comprising Eurodollar Rate Advances, and (y) 1:00 P.M. (New York City time) on the date of any Borrowing comprising Base Rate Advances, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02, in same day funds, such Lender’s Percentage 's ratable portion of such Borrowing. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to such the Borrower at the Administrative Agent’s 's aforesaid address. (b) Each Notice of Borrowing delivered by any Borrower shall be irrevocable and binding on such the Borrower. In the case of any Notice of Borrowing delivered by any Borrower requesting Eurodollar Rate Advances, such the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by such Borrower to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits)loss, cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date of a any Borrowing comprising Eurodollar Rate Advances or (B) 12:00 p.m. (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage '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 applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing ratable portion available to the Administrative Agent, such Lender and the Borrower (following the Administrative Agent's demand on such Borrower Lender for the corresponding amount) 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 such the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such the Borrower, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s 's Advance as part of such Borrowing for purposes of this Agreement. (d) The obligations of the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Borrowing (other than with respect to Swingline Advances) shall be in an amount not less than $10,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $1,000,000 in excess thereof and shall consist of Advances (other than Swingline Advances) of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Borrowing (other than with respect to Swingline Advances) shall be made on notice, given (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. (New York time) A.M. on the third Business Day prior to the date of the proposed Borrowing, and (ii) Borrowing in the case of a Borrowing comprising Alternate Base consisting of Eurodollar Rate Advances, or not later than 11:00 a.m. (New York time) 9:30 A.M. on the date of the proposed BorrowingBorrowing in the case of a Borrowing consisting of Base Rate Advances, by any the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereofwritten notice. Each such notice of a Borrowing under this Section 2.02 (a “Notice of Borrowing by any Borrower Borrowing”) shall be by email telephone, confirmed immediately in writing, or any other electronic manner reasonably acceptable to the Administrative Agent, fax in substantially the form of Exhibit C A hereto, specifying therein the requested (Ai) date of Borrowing Date for such Borrowing, (Bii) Type of Advances to be made in connection with comprising such Borrowing, (Ciii) aggregate amount of such Borrowing, and (Div) in the case of a Borrowing comprising consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01, and (E) the identity of the Borrower requesting such Borrowing. Each Borrower may request that more than one Borrowing be made on any date. Each Lender shall, before 1:00 p.m. (New York time) 12:00 noon on the date of such Borrowingapplicable Borrowing Date, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Agent’s Account, in same day funds, such Lender’s Percentage ratable portion of the Borrowing to be made on such BorrowingBorrowing Date. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will promptly make such funds available to the Borrower in such manner as the Borrower at shall have specified in the applicable Notice of Borrowing and as shall be reasonably acceptable to the Administrative Agent’s aforesaid address. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $10,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.12(c), 2.12(f) or 2.16, and (ii) there shall be not more than 20 Borrowings at any one time outstanding. (c) Each Notice of Borrowing delivered by any Borrower shall be irrevocable and binding on such the Borrower. In the case of any Borrowing that the related Notice of Borrowing delivered by any Borrower requesting specifies is to comprise Eurodollar Rate Advances, such the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by such Borrower to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (cd) Unless the Administrative Agent shall have received written notice via facsimile transmission by courier or fax from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day any Borrowing Date or, in the case of a Base Rate Advance, prior to the date time of a Borrowing comprising Eurodollar Rate Advances or (B) 12:00 p.m. (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances Borrowing, that such Lender will not make available to the Administrative Agent such Lender’s Percentage Advance as part of the Borrowing to be made on such BorrowingBorrowing Date, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing Date in accordance with subsection (a) of this Section 2.02 2.02, and the Administrative Agent maymay (but it shall not be required to), in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing Advance available to the Administrative Agent, such Lender and such the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount amount, together with interest thereon, for each day from the date such amount is made available to such the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such the Borrower, the interest rate applicable at the time to Advances made in connection with 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 Advance as part of such Borrowing for purposes of this Agreement. (de) The obligations of the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Borrowing shall be made on notice, given (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. (x) 10:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing, and (ii) Borrowing in the case of a Borrowing comprising Alternate Base consisting of Alternative Currency Term Rate Advances, not later than (y) 11:00 a.m. A.M. (New York City time) on the second Business Day prior to the date of the proposed BorrowingBorrowing in the case of a Borrowing consisting of Term SOFR Advances or (z) 9:00 A.M. (New York City time) on the day of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by any Borrower the Company to the Administrative Agent, which shall give to each Lender prompt notice thereofthereof by telecopier. Each such notice of a Borrowing (a “Notice of Borrowing by any Borrower Borrowing”) shall be by email telephone, confirmed immediately in writing, or any other electronic manner reasonably acceptable to the Administrative Agent, telecopier in substantially the form of Exhibit C B hereto, specifying therein the requested (Ai) date of such Borrowing, (Bii) Type of Advances to be made in connection with comprising such Borrowing, (Ciii) aggregate amount of such Borrowing, and (Div) in the case of a Borrowing comprising Eurodollar consisting of Term Rate Advances, the initial Interest Period and currency for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01, and (E) the identity of the Borrower requesting such Borrowing. Each Borrower may request that more than one Borrowing be made on any date. Each Lender shall, before 1:00 p.m. 11:00 A.M. (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Advances denominated in Dollars, and not later than the Applicable Time on the date of such Borrowing, in the case of a Borrowing consisting of Term Advances denominated in any Alternative Currency, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the applicable Agent’s Office, in same day funds, such Lender▇▇▇▇▇▇’s Percentage ratable portion (as determined in accordance with Section 2.01) of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to such Borrower the Company at the Administrative Agent’s aforesaid address. (b) Anything in subsection (a) above to the contrary notwithstanding, the Company may not select Term Rate Advances for any proposed Borrowing if the obligation of the Lenders to make Term Rate Advances shall then be suspended pursuant to Section 2.09, 2.12 or 2.19. (c) Each Notice of Borrowing delivered by any Borrower shall be irrevocable and binding on such Borrowerthe Company. In the case of any Borrowing that the related Notice of Borrowing delivered by any Borrower requesting Eurodollar specifies is to be comprised of Term Rate Advances, such Borrower the Company shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by such Borrower the Company to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (cd) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date time of a any Borrowing comprising Eurodollar Rate Advances or (B) 12:00 p.m. (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender▇▇▇▇▇▇’s Percentage ratable portion of such Borrowing, 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 applicable Borrower Company on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing ratable portion available to the Administrative Agent, such Lender and such Borrower the Company 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 such Borrower the Company until the date such amount is repaid to the Administrative Agent, at (ix) in the case of such Borrowerthe Company, the higher of (A) the interest rate applicable at the time to Advances made in connection with comprising such Borrowing and (iiB) the cost of funds incurred by the Administrative Agent in respect of such amount and (y) in the case of such Lender, the greater of (1)(A) the Federal Funds RateRate in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Administrative Agent in respect of such amount in the case of Advances denominated in any Alternative Currency and (2) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (de) The obligations of the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Borrowing shall be made on notice, given not later than 11:00 A.M. (iNew York City time) on the day of such proposed Borrowing, in the case of a Borrowing comprising Eurodollar comprised of Base Rate Advances, not later than 11:00 a.m. (New York time) or on the third Business Day prior to the date of the proposed Borrowing, and (ii) in the case of a Borrowing comprising Alternate Base comprised of Eurodollar Rate Advances, not later than 11:00 a.m. (New York time) on by the date of the proposed Borrowing, by any Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereofthereof by telecopier. Each such notice of a Borrowing (a “Notice of Borrowing by any Borrower Borrowing”) shall be by email or any other electronic manner reasonably acceptable to the Administrative Agenttelecopier, confirmed promptly in writing, in substantially the form of Exhibit C A-1 hereto, specifying therein the requested (Ai) date of such Borrowing, (Bii) Type of Advances to be made in connection with comprising such Borrowing, (Ciii) aggregate amount of such Borrowing, and (Div) in the case of a Borrowing comprising comprised of Eurodollar Rate Advances, the initial Interest Period for each such Advance. In the case of a proposed Borrowing comprised of Eurodollar Rate Advances, which Borrowing the Administrative Agent shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01, and (E) the identity promptly notify each Lender of the Borrower requesting such Borrowing. Each Borrower may request that more than one Borrowing be made on any dateapplicable interest rate under Section 2.06(b). Each Lender shall, before 1:00 p.m. P.M. (New York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02, in same day funds, such Lender’s Percentage ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to such the Borrower at the Administrative Agent’s aforesaid address. (b) Each Notice of Borrowing delivered by any Borrower shall be irrevocable and binding on such Borrower. In the case Borrower and, in respect of any Notice Borrowing comprised of Borrowing delivered by any Borrower requesting Eurodollar Rate Advances, such the Borrower shall indemnify each Lender against any loss, cost loss or expense incurred by such Lender as a result of any failure by such the Borrower to fulfill on or before the date specified in for such Notice of Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost ) or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date of any Borrowing (in the case of a Eurodollar Borrowing) or the time of any Borrowing comprising Eurodollar (in the case of a Base Rate Advances or (BBorrowing) 12:00 p.m. (New York time) on the date of a any Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage 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 applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing ratable portion available to the Administrative Agent, such Lender and such the Borrower severally agree to repay to the Administrative Agent (without duplication), forthwith on demand demand, such corresponding amount amount, together with interest thereon, thereon for each day from the date such amount is made available to such the Borrower until the date such amount is repaid to the Administrative Agent, at (ix) in the case of such the Borrower, the interest rate applicable at the time to Advances made in connection with comprising such Borrowing and (iiy) 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 Advance as part of such Borrowing for purposes of this Agreement. (d) The obligations of the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing. (e) If, for any reason, a Borrowing is not made on the date specified in any Notice of Borrowing, the Administrative Agent hereby agrees to repay to each Lender the amount, if any, that such Lender has made available to the Administrative Agent as such Lender’s ratable portion of such Borrowing, together with interest thereon for each day from the date such amount is made available to the Administrative Agent until the date such amount is repaid to such Lender, at the Federal Funds Rate.

Making the Advances. (a) Each Borrowing (other than pursuant to a Conversion) shall be made on notice, given (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. 10:00 A.M. (New York Chicago time) on the third Business Day prior to the date of the any proposed BorrowingBorrowing comprising Eurodollar Rate Advances, and (ii) in on the case date of a any proposed Borrowing comprising Alternate Base Rate Advances, not later than 11:00 a.m. (New York time) on by the date of the proposed Borrowing, by any Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof. Each such notice of a Borrowing (a "Notice of Borrowing by any Borrower a Borrowing") shall be sent by email telecopier, telex or any other electronic manner reasonably acceptable to the Administrative Agentcable, confirmed immediately in writing, in substantially the form of Exhibit C B hereto, specifying therein the requested (Ai) date of such Borrowing, (Bii) Type of Advances to be made in connection with such Borrowing, (Ciii) aggregate amount of such Borrowing, and (Div) in the case of a Borrowing comprising Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall the Advances to be subject to the limitations stated made in the definition of “Interest Period” in Section 1.01, and (E) the identity of the Borrower requesting connection with such Borrowing. Each Borrower may request that more than one Borrowing be made on any date. Each Lender shall, before 1:00 p.m. 12:00 Noon (New York Chicago time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02, in same day funds, such Lender’s Percentage 's ratable portion of such Borrowing. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to such the Borrower at the Administrative Agent’s 's aforesaid address. (b) Each Notice of a Borrowing delivered by any Borrower shall be irrevocable and binding on such the Borrower. In the case of any Borrowing that the related Notice of a Borrowing delivered by any Borrower requesting specifies is to comprise Eurodollar Rate Advances, such the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by such Borrower to fulfill on or before the date specified in such Notice of a Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits)loss, cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date of a any Borrowing comprising Eurodollar Rate Advances or (B) 12:00 p.m. (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage '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 applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing ratable portion available to the Administrative Agent, such Lender and such 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 such the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such the Borrower, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s 's Advance as part of such Borrowing for purposes of this Agreement. (d) The obligations of the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing. (e) Notwithstanding anything to the contrary contained herein, no more than sixteen (16) Borrowings comprising Eurodollar Rate Advances may be outstanding at any time.

Making the Advances. (a) Each Except as otherwise provided in Section 2.02(b) or Section 2.03(c), each Borrowing shall be made on notice, given (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. (x) 1:00 P.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing, and (ii) Borrowing in the case of a Borrowing comprising Alternate Base consisting of Eurodollar Rate Advances, not later than 11:00 a.m. Advances or (y) 1:00 P.M. (New York City time) on the date of the proposed BorrowingBorrowing in the case of a Borrowing consisting of Base Rate Advances, by any the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereofthereof by telecopier. Each such notice of a Borrowing (a "Notice of Borrowing by any Borrower Revolving Credit Borrowing") shall be by email telephone, confirmed immediately in writing, or any other electronic manner reasonably acceptable to the Administrative Agent, telecopier in substantially the form of Exhibit C B hereto, specifying therein the requested (Ai) date of such Borrowing, (Bii) Type of Advances to be made in connection with comprising such Borrowing, (Ciii) aggregate amount of such Borrowing, and (Div) in the case of a Borrowing comprising consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01, and (E) the identity of the Borrower requesting such Borrowing. Each Borrower may request that more than one Borrowing be made on any date. Each Lender shall, before 1:00 p.m. 3:00 P.M. (New York City time) on the date of such Borrowing, Borrowing make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Agent's Account, in same day funds, such Lender’s Percentage 's ratable portion of such Borrowing. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to such the Borrower at the Administrative Agent’s aforesaid address. (b) Each Notice Borrower's account as specified in writing by two Financial Officers of Borrowing delivered the Borrower; provided, however, that the Agent shall first make a portion of such funds equal to the aggregate principal amount of any Swing Line Advances made by the Swing Line Banks and by any Borrower shall be irrevocable other Lender and binding on such Borrower. In the case of any Notice of Borrowing delivered by any Borrower requesting Eurodollar Rate Advances, such Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by such Borrower to fulfill on or before the date specified in such Notice of Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date of a Borrowing comprising Eurodollar Rate Advances or (B) 12:00 p.m. (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent outstanding on the date of such Borrowing in accordance with subsection (a) Revolving Credit Borrowing, plus interest accrued and unpaid thereon to and as of this Section 2.02 and the Administrative Agent maysuch date, in reliance upon such assumption, make available to the applicable Borrower on Swing Line Banks and such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage other Lenders for repayment of such Borrowing available to the Administrative Agent, such Lender and such 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 such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such Borrower, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this AgreementSwing Line Advances. (d) The obligations of the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Borrowing shall be made on notice, given not later than 10:00 A.M. (iNew York City time) on the day of such proposed Borrowing, in the case of a Borrowing comprising Eurodollar comprised of Base Rate Advances, not later than 11:00 a.m. (New York time) or on the third Business Day prior to the date of the proposed Borrowing, and (ii) in the case of a Borrowing comprising Alternate Base comprised of Eurodollar Rate Advances, not later than 11:00 a.m. (New York time) on by the date of the proposed Borrowing, by any Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereofthereof by telecopier. Each such notice of a Borrowing (a "Notice of Borrowing by any Borrower Borrowing") shall be by email or any other electronic manner reasonably acceptable to the Administrative Agenttelecopier, confirmed promptly in writing, in substantially the form of Exhibit C A-1 hereto, specifying therein the requested (Ai) date of such Borrowing, (Bii) Type of Advances to be made in connection with comprising such Borrowing, (Ciii) aggregate amount of such Borrowing, and (Div) in the case of a Borrowing comprising comprised of Eurodollar Rate Advances, the initial Interest Period for each such Advance. In the case of a proposed Borrowing comprised of Eurodollar Rate Advances, which Borrowing the Administrative Agent shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01, and (E) the identity promptly notify each Lender of the Borrower requesting such Borrowing. Each Borrower may request that more than one Borrowing be made on any dateapplicable interest rate under Section 2.06(b). Each Lender shall, before 1:00 p.m. 12:00 P.M. (New York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02, in same day funds, such Lender’s Percentage 's ratable portion of such Borrowing. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to such the Borrower at the Administrative Agent’s 's aforesaid address. (b) Each Notice of Borrowing delivered by any Borrower shall be irrevocable and binding on such Borrower. In the case Borrower and, in respect of any Notice Borrowing comprised of Borrowing delivered by any Borrower requesting Eurodollar Rate Advances, such the Borrower shall indemnify each Lender against any loss, cost loss or expense incurred by such Lender as a result of any failure by such the Borrower to fulfill on or before the date specified in for such Notice of Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost ) or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date of a any Borrowing comprising Eurodollar Rate Advances or (B) 12:00 p.m. (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage '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 applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing ratable portion available to the Administrative Agent, such Lender and such the Borrower severally agree to repay to the Administrative Agent (without duplication), forthwith on demand demand, such corresponding amount amount, together with interest thereon, thereon for each day from the date such amount is made available to such the Borrower until the date such amount is repaid to the Administrative Agent, at (ix) in the case of such the Borrower, the interest rate applicable at the time to Advances made in connection with comprising such Borrowing and (iiy) 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 Advance as part of such Borrowing for purposes of this Agreement. (d) The obligations of the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing. (e) If, for any reason, a Borrowing is not made on the date specified in any Notice of Borrowing, the Administrative Agent hereby agrees to repay to each Lender the amount, if any, that such Lender has made available to the Administrative Agent as such Lender's ratable portion of such Borrowing, together with interest thereon for each day from the date such amount is made available to the Administrative Agent until the date such amount is repaid to such Lender, at the Federal Funds Rate.

Making the Advances. (a) Each Except as otherwise provided in Section 2.03, each Borrowing (other than a Swing Line Borrowing) shall be made on notice, given (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. 12:00 Noon (New York City time) on the third Business Day prior to the date of the proposed Borrowing, and (ii) Borrowing in the case of a Borrowing comprising Alternate Base consisting of Eurodollar Rate Advances, or not later than 11:00 a.m. 1:00 P.M. (New York City time) on the date one Business Day prior to the date of the proposed BorrowingBorrowing in the case of a Borrowing consisting of Base Rate Advances, by any the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereofthereof by telex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing by any Borrower Borrowing”) shall be by email telephone, confirmed immediately in writing, or any other electronic manner reasonably acceptable to the Administrative Agenttelex or telecopier or e-mail, in each case in substantially the form of Exhibit C B hereto, specifying therein the requested (Ai) date of such Borrowing, (Bii) Type of Advances to be made in connection with comprising such Borrowing, (Ciii) aggregate amount of such Borrowing, Borrowing and (Div) in the case of a Borrowing comprising consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01, and (E) the identity of the Borrower requesting such Borrowing. Each Borrower may request that more than one Borrowing be made on any date. Each Lender shall, before 1:00 p.m. 12:00 Noon (New York City time) on the date of such BorrowingBorrowing in the case of a Borrowing consisting of Eurodollar Rate Advances and 1:00 P.M. (New York City time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate Advances, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Administrative Agent’s Account, in same day funds, such Lender’s Percentage ratable portion of such BorrowingBorrowing in accordance with the respective Commitments of such Lender and the other Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to such the Borrower at by crediting the Administrative AgentBorrower’s aforesaid address. (b) Each Notice of Borrowing delivered by any Borrower shall be irrevocable and binding on such Borrower. In the case of any Notice of Borrowing delivered by any Borrower requesting Eurodollar Rate AdvancesAccount; provided, such Borrower shall indemnify each Lender against any losshowever, cost or expense incurred by such Lender as a result of any failure by such Borrower to fulfill on or before the date specified in such Notice of Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) Unless that the Administrative Agent shall have received written notice via facsimile transmission from first make a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior portion of such funds equal to the date aggregate principal amount of a Borrowing comprising Eurodollar Rate any Swing Line Advances and Letter of Credit Advances made by the Swing Line Bank or (B) 12:00 p.m. (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage of such Borrowingany Issuing Bank, 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 applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing available to the Administrative Agent, such Lender and such 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 such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in as the case of such Borrowermay be, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (d) The obligations of the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance and outstanding on the date of such Borrowing, but no Lender shall be responsible for plus interest accrued and unpaid thereon to and as of such date, available to the failure of any other Lender to make Swing Line Bank or such Issuing Bank, as the Advance to be made by case may be, and such other Lender on the date Lenders for repayment of any Borrowingsuch Swing Line Advances and Letter of Credit Advances.

Making the Advances. (a) Each Borrowing shall be made on notice, given (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing, and (ii) in the case of a Borrowing comprising Alternate Base Rate Advances, not later than 11:00 a.m. 1:00 P.M. (New York City time) on the date of the proposed Borrowing, by any the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof. Each such notice of a Borrowing (a “Notice of Borrowing by any Borrower Borrowing”) shall be transmitted by facsimile or email or any other electronic manner reasonably acceptable to the Administrative Agent, in substantially the form of Exhibit C A-1 hereto, specifying therein the requested (A) date of such Borrowing, (B) Type of Advances to be made in connection with such Borrowing, (C) aggregate amount of such Borrowing, (D) wire instructions of the Borrower, and (E) in the case of a Borrowing comprising Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01, and (E) the identity of the Borrower requesting such Borrowing. Each Borrower may request that more than one Borrowing be made on any dateAdvances. Each Lender shall, before 1:00 p.m. (x) 12:00 noon (New York City time) on the date of such Borrowingany Borrowing comprising Eurodollar Rate Advances, and (y) 3:00 P.M. (New York City time) on the date of any Borrowing comprising Base Rate Advances, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Agent’s Account, in same day funds, such Lender’s Percentage ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower in such manner as the Borrower at shall have specified in the Administrative Agent’s aforesaid addressapplicable Notice of Borrowing. (b) Each Notice of Borrowing delivered by any Borrower shall be irrevocable and binding on such the Borrower. In the case of any Notice of Borrowing delivered by any Borrower requesting Eurodollar Rate Advances, such the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by such Borrower to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits)loss, cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date time of a any Borrowing comprising Eurodollar Rate Advances or (B) 12:00 p.m. (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage 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 applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing ratable portion available to the Administrative Agent, such Lender and the Borrower (following the Administrative Agent’s demand on such Borrower Lender for the corresponding amount) 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 such the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such the Borrower, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (d) The obligations of the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Except as otherwise provided in Section 2.03, each Borrowing (other than a Swing Line Borrowing) shall be made on notice, given (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. 12:00 Noon (New York City time) on the third Business Day prior to the date of the proposed Borrowing, and (ii) Borrowing in the case of a Borrowing comprising Alternate Base consisting of Eurodollar Rate Advances, or not later than 11:00 a.m. 12:00 Noon (New York City time) on the date of the proposed BorrowingBorrowing in the case of a Borrowing consisting of Base Rate Advances, by any the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereofthereof by telex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing by any Borrower Borrowing”) shall be by email telephone, confirmed immediately in writing, or any other electronic manner reasonably acceptable to the Administrative Agenttelex or telecopier or e-mail, in each case in substantially the form of Exhibit C B hereto, specifying therein the requested (Ai) date of such Borrowing, (Bii) Type of Advances to be made in connection with comprising such Borrowing, (Ciii) aggregate amount of such Borrowing, Borrowing and (Div) in the case of a Borrowing comprising consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01, and (E) the identity of the Borrower requesting such Borrowing. Each Borrower may request that more than one Borrowing be made on any date. Each Lender shall, before 1:00 p.m. 12:00 Noon (New York City time) on the date of such BorrowingBorrowing in the case of a Borrowing consisting of Eurodollar Rate Advances and 1:00 P.M. (New York City time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate Advances, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Administrative Agent’s Account, in same day funds, such Lender’s Percentage ratable portion of such BorrowingBorrowing in accordance with the respective Commitments of such Lender and the other Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to such the Borrower at by crediting the Administrative AgentBorrower’s aforesaid address. (b) Each Notice of Borrowing delivered by any Borrower shall be irrevocable and binding on such Borrower. In the case of any Notice of Borrowing delivered by any Borrower requesting Eurodollar Rate AdvancesAccount; provided, such Borrower shall indemnify each Lender against any losshowever, cost or expense incurred by such Lender as a result of any failure by such Borrower to fulfill on or before the date specified in such Notice of Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) Unless that the Administrative Agent shall have received written notice via facsimile transmission from first make a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior portion of such funds equal to the date aggregate principal amount of a Borrowing comprising Eurodollar Rate any Swing Line Advances and Letter of Credit Advances made by the Swing Line Bank or (B) 12:00 p.m. (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage of such Borrowingany Issuing Bank, 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 applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing available to the Administrative Agent, such Lender and such 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 such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in as the case of such Borrowermay be, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (d) The obligations of the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance and outstanding on the date of such Borrowing, but no Lender shall be responsible for plus interest accrued and unpaid thereon to and as of such date, available to the failure of any other Lender to make Swing Line Bank or such Issuing Bank, as the Advance to be made by case may be, and such other Lender on the date Lenders for repayment of any Borrowingsuch Swing Line Advances and Letter of Credit Advances.

Making the Advances. (a) Each Borrowing shall be made on notice, given (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing, and (ii) Borrowing in the case of a Borrowing comprising Alternate consisting of Eurodollar Rate Advances, or the Business Day of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, not later than 11:00 a.m. (New York time) on by the date of the proposed Borrowing, by any Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof. Each such notice of a Borrowing (a “Notice of Borrowing by any Borrower Borrowing”) shall be by email telephone, confirmed immediately in writing or any other electronic manner reasonably acceptable to the Administrative Agent, by telecopier in substantially the form of Exhibit C B hereto, specifying therein the requested (Ai) date of such Borrowing, (Bii) Type of Advances to be made in connection with comprising such Borrowing, (Ciii) aggregate amount of such Borrowing, (Div) remittance instructions and (v) in the case of a Borrowing comprising consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01, and (E) the identity of the Borrower requesting such Borrowing. Each Borrower may request that more than one Borrowing be made on any date. Each Lender shall, before 1:00 p.m. P.M. (New York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Agent’s Account, in same day funds, such Lender’s Percentage ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to such the Borrower at the Administrative Agent’s aforesaid addressaddress referred to in Section 8.02. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Borrowing if the aggregate obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.06 or 2.10 and (ii) Eurodollar Rate Advances may not be outstanding as part of more than ten separate Borrowings. (c) Each Notice of Borrowing delivered by any Borrower shall be irrevocable and binding on such the Borrower. In the case of any Borrowing that the related Notice of Borrowing delivered by any Borrower requesting specifies is to be comprised of Eurodollar Rate Advances, such the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by such Borrower to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (cd) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the proposed date of a any Borrowing comprising Eurodollar Rate Advances or (B) 12:00 p.m. (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage share of such Borrowing, the Administrative Agent may assume that such Lender has made such portion share available to the Administrative Agent on the such 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 applicable Borrower on such date a corresponding amount. If and to In such event, if a Lender has not in fact made its share of the extent that such Lender shall not have so made such Percentage of such applicable Borrowing available to the Administrative Agent, such then the applicable Lender and such the Borrower severally agree to repay pay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from and including the date such amount is made available to such the Borrower until to but excluding the date such amount is repaid of payment to the Administrative Agent, at (i) in the case of a payment to be made by such BorrowerLender, the interest greater of the Federal Funds Effective Rate and a rate applicable at determined by the time to Advances made Agent in connection accordance with such Borrowing banking industry rules on interbank compensation and (ii) in the case of such Lendera payment to be made by the Borrower, the Federal Funds Rateinterest rate applicable to Base Rate Advances. 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 pays such amount to the Administrative Agent such corresponding amountAgent, then such amount so repaid shall constitute such Lender’s Advance as part of included in such Borrowing for purposes of this AgreementBorrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Agent. (de) The obligations of the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Except as otherwise provided in Section 2.03(c), each Borrowing shall be made on notice, given (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than (x) 11:00 a.m. A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing, and (ii) Borrowing in the case of a Borrowing comprising Alternate Base consisting of Eurodollar Rate Advances, not later than Advances or (y) 11:00 a.m. A.M. (New York City time) on the date of the proposed BorrowingBorrowing in the case of a Borrowing consisting of Base Rate Advances, by any the applicable Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereofthereof by telecopier. Each such notice of a Borrowing (a “Notice of Borrowing by any Borrower Borrowing”) shall be by email telephone, confirmed immediately in writing, or any other electronic manner reasonably acceptable to the Administrative Agent, telecopier in substantially the form of Exhibit C B hereto, specifying therein the requested (Ai) date and Facility of such Borrowing, (Bii) Type of Advances to be made in connection with comprising such Borrowing, (Ciii) aggregate amount of such Borrowing, and (Div) in the case of a Borrowing comprising consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01, and (E) the identity of the Borrower requesting such Borrowing. Each Borrower may request that more than one Borrowing be made on any date. Each Appropriate Lender shall, before 1:00 p.m. P.M. (New York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Agent’s Account, in same day funds, such Lender’s Percentage ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIISection 3.03, the Administrative Agent will shall make such funds available to the Borrower that requested such Advance by depositing such funds to such account as such Borrower at the Administrative Agent’s aforesaid addressshall specify. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrowers may not select Eurodollar Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than the Borrowing Minimum or if the obligation of the Appropriate Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.08 or 2.12 and (ii) the Eurodollar Rate Advances may not be outstanding as part of more than fifteen separate Borrowings. (c) Each Notice of Borrowing delivered by any Borrower shall be irrevocable and binding on the Borrower giving such BorrowerNotice. In the case of any Borrowing that the related Notice of Borrowing delivered by any Borrower requesting specifies is to be comprised of Eurodollar Rate Advances, the Borrower giving such Borrower Notice shall indemnify each Appropriate Lender against any loss, cost or expense incurred by such Lender as a result of any failure by such Borrower to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article IIISection 3.03, including, without limitation, any loss (including loss of anticipated profits)loss, cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (cd) Unless the Administrative Agent shall have received written notice via facsimile transmission from a an Appropriate Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date of any Borrowing under a Borrowing comprising Eurodollar Rate Advances or (B) 12:00 p.m. (New York time) on the date of Facility under which such Lender has a Borrowing comprising Alternate Base Rate Advances Commitment that such Lender Lender, contrary to its Commitment, will not make available to the Administrative Agent such Lender’s Percentage 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 applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing ratable portion available to the Administrative Agent, such Lender and such Borrower severally agree to repay without duplication 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 such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such Borrower, the interest rate applicable at the time to Advances made in connection with 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 Advance as part of such Borrowing for purposes of this Agreement. (de) The obligations of the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing. Nothing herein shall be deemed to prejudice any rights which any Borrower may have against a Lender as a result of any default by a Lender hereunder.

Making the Advances. (a) Each Except as otherwise provided in Section 2.03, each Borrowing shall be made on notice, given (i) in by the case of a Borrowing comprising Eurodollar Rate Advances, Borrower not later than 11:00 a.m. 2:00 p.m. (New York City time) on the third Business Day prior to the date of the proposed Borrowing, and (ii) Borrowing in the case of a Borrowing comprising Alternate Base consisting of Eurodollar Rate Advances, or not later than 11:00 a.m. (New York City time) on the date of the proposed BorrowingBorrowing in the case of a Borrowing consisting of Base Rate Advances, by any Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereofthereof by telecopier or electronic mail. Each such notice of a Borrowing (a “Notice of Borrowing by any Borrower Borrowing”) shall be by email telephone, confirmed immediately in writing, or any other telecopier or electronic manner reasonably acceptable to the Administrative Agentmail, in substantially the form of Exhibit C heretoB, specifying therein the requested (Ai) date of such Borrowing, (Bii) Type of Advances to be made in connection with comprising such Borrowing, (Ciii) aggregate amount of such Borrowing, Borrowing and (Div) in the case of a Borrowing comprising consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01, and (E) the identity of the Borrower requesting such Borrowing. Each Borrower may request that more than one Borrowing be made on any date. Each Lender shall, before 1:00 p.m. 12:00 noon (New York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Administrative Agent’s Account, in same day immediately available funds, such Lender’s Percentage ratable portion of such BorrowingBorrowing in accordance with the respective Commitment of such Lender and the other Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will shall make such funds available to such Borrower at the Administrative Agent’s aforesaid address. (b) Each Notice of Borrower, by crediting the Borrowing delivered by any Borrower shall be irrevocable and binding on such Borrower. In the case of any Notice of Borrowing delivered by any Borrower requesting Eurodollar Rate AdvancesAccount; provided, such Borrower shall indemnify each Lender against any losshowever, cost or expense incurred by such Lender as a result of any failure by such Borrower to fulfill on or before the date specified in such Notice of Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) Unless that the Administrative Agent shall have received written notice via facsimile transmission from first make a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior portion of such funds equal to the date aggregate principal amount of a Borrowing comprising Eurodollar Rate Advances or (B) 12:00 p.m. (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such any L/C Borrowings made by any Issuing Bank and by any Lender’s Percentage 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 applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing available to the Administrative Agent, such Lender and such 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 such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in as the case of such Borrowermay be, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (d) The obligations of the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance outstanding on the date of such Borrowing, but no Lender shall be responsible for the failure plus interest accrued and unpaid thereon to and as of any other Lender such date, available to make the Advance to be made by such Issuing Bank or such other Lender on Lender, as the date case may be, for repayment of any such L/C Borrowing.

Making the Advances. (a) Each Except as otherwise provided in Section 2.02(b) or Section 2.03(a) and except with respect to Advances made pursuant to Section 2.03(c), each Revolving Credit Borrowing shall be made on notice, given (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. (x) 10:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing, and (ii) Revolving Credit Borrowing in the case of a Revolving Credit Borrowing comprising Alternate Base consisting of Eurocurrency Rate Advances, not later than 11:00 a.m. Advances or (y) 12:00 noon (New York City time) on the date of the proposed BorrowingRevolving Credit Borrowing in the case of a Revolving Credit Borrowing consisting of Base Rate Advances, by any Borrower to the Administrative Agent (and, in the case of a Revolving Credit Borrowing consisting of Eurocurrency Rate Advances denominated in Swiss Francs, simultaneously to the Sub-Agent), which shall give to each Lender prompt notice thereofthereof by facsimile. Each such notice of a Revolving Credit Borrowing (a “Notice of Borrowing by any Borrower Revolving Credit Borrowing”) shall be by email telephone, confirmed immediately in writing, or any other electronic manner reasonably acceptable to the Administrative Agent, facsimile in substantially the form of Exhibit C B hereto, specifying therein the requested (Ai) date of such Revolving Credit Borrowing, (Bii) Type of Advances to be made in connection with comprising such Revolving Credit Borrowing, (Ciii) aggregate amount of such Revolving Credit Borrowing, and (Div) in the case of a Revolving Credit Borrowing comprising Eurodollar consisting of Eurocurrency Rate Advances, the initial Interest Period and currency for each such Advance; provided, which Borrowing however, that if any such notice shall fail to specify a currency, Dollars shall be subject deemed to the limitations stated in the definition of “Interest Period” in Section 1.01, and (E) the identity of the Borrower requesting such Borrowing. Each Borrower may request that more than one Borrowing be made on any datehave been specified. Each Lender shall, before 1:00 p.m. 2:00 P.M. (New York City time) on the date of such Revolving Credit Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the applicable Agent’s Account, in same day funds, such Lender’s Percentage ratable portion of such Revolving Credit Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to such the applicable Borrower requesting the Revolving Credit Borrowing at the Administrative Agent’s aforesaid address. (b) Each Notice of Borrowing delivered by any Borrower shall be irrevocable and binding on such Borrower. In address referred to in Section 9.02 or, in the case of any Notice a Revolving Credit Borrowing in a Committed Currency, at the applicable Payment Office, as the case may be; provided, however, that the Agent shall first make a portion of Borrowing delivered by any Borrower requesting Eurodollar Rate Advances, such Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result funds equal to the aggregate principal amount of any failure by such Borrower to fulfill on or before the date specified in such Notice of Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by such Lender to fund the Advance to be Swing Line Advances made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date of a Borrowing comprising Eurodollar Rate Advances or (B) 12:00 p.m. (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent Swing Line Banks and outstanding on the date of such Borrowing in accordance with subsection (a) Revolving Credit Borrowing, plus interest accrued and unpaid thereon to and as of this Section 2.02 and the Administrative Agent maysuch date, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage Swing Line Banks for repayment of such Borrowing available to the Administrative Agent, such Lender and such 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 such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such Borrower, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this AgreementSwing Line Advances. (d) The obligations of the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Borrowing shall be made on notice, given (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. a.m. (New York timei) on the third Business Day prior to the date of the proposed Borrowing, and (ii) in the case of a Borrowing comprising Alternate Base comprised of Eurodollar Rate Advances, not later than 11:00 a.m. Advances and (New York timeii) on the date of the proposed Borrowing, in the case of a Borrowing comprised of Base Rate Advances, in each case by any the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereofthereof by telecopier, telex or cable. Each such notice of a Borrowing (a “Notice of Borrowing by any Borrower Borrowing”) shall be by email telecopier, telex or any other electronic manner reasonably acceptable to the Administrative Agentcable, in substantially the form of Exhibit C 2.2 (a) hereto, specifying therein the requested (A) date of such Borrowing, (B) Type of Advances to be made in connection with comprising such Borrowing, (C) aggregate amount of such Borrowing, Borrowing and (D) in the case of a Borrowing comprising comprised of Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01, and (E) the identity of the Borrower requesting such Borrowing. Each Borrower may request that more than one Borrowing be made on any date. Each Lender shall, before 1:00 p.m. (New York timex) 12:00 noon on the date of such Borrowing, in the case of a Borrowing comprised of Eurodollar Rate Advances, and (y) 1:00 p.m. on the date of such Borrowing, in the case of a Borrowing comprised of Base Rate Advances, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.028.2, in same day funds, such Lender’s Percentage ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will promptly make such funds available to such the Borrower at the Administrative Agent’s aforesaid address. (b) Each Notice of Borrowing delivered by any Borrower shall be irrevocable and binding on such the Borrower. In the case of any Borrowing which the related Notice of Borrowing delivered by any Borrower requesting specifies is to be comprised of Eurodollar Rate Advances, such the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by such Borrower to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits)loss, cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender to fund the Eurodollar Rate Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date time of a any Borrowing comprising Eurodollar Rate Advances or (B) 12:00 p.m. (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage Advance as part of such Borrowing, the Administrative Agent may assume that such Lender has made such portion Advance available to the Administrative Agent on the date time of such Borrowing in accordance with subsection (aSection 2.2(a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date time a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing Advance available to the Administrative Agent, such Lender and such the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount amount, together with interest thereon, for each day from the date time such amount is made available to such the Borrower until the date time such amount is repaid to the Administrative Agent, at (i) in the case of such the Borrower, the interest rate applicable at the time to Advances made in connection with 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 Advance as part of such Borrowing for purposes of this Agreement. (d) The obligations of the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Borrowing shall be made on notice, given (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing, and (ii) in the case of a Borrowing comprising Alternate Base Rate Advances, not later than 11:00 a.m. A.M. (New York City time) on the date of the proposed Borrowing, by any the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof. Each such notice of a Borrowing (a “Notice of Borrowing by any Borrower Borrowing”) shall be transmitted by email or any other electronic manner reasonably acceptable to the Administrative Agent, facsimile in substantially the form of Exhibit C A-1 hereto, specifying therein the requested (A) date of such Borrowing, (B) Type of Advances to be made in connection with such Borrowing, (C) aggregate amount of such Borrowing, (D) wire instructions of the Borrower, and (E) in the case of a Borrowing comprising Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01, and (E) the identity of the Borrower requesting such Borrowing. Each Borrower may request that more than one Borrowing be made on any dateAdvances. Each Lender shall, before 1:00 p.m. (x) 12:00 noon (New York City time) on the date of such Borrowingany Borrowing comprising Eurodollar Rate Advances, and (y) 1:00 P.M. (New York City time) on the date of any Borrowing comprising Base Rate Advances, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Agent’s Account, in same day funds, such Lender’s Percentage ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower in such manner as the Borrower at shall have specified in the Administrative Agent’s aforesaid addressapplicable Notice of Borrowing. (b) Each Notice of Borrowing delivered by any Borrower shall be irrevocable and binding on such the Borrower. In the case of any Notice of Borrowing delivered by any Borrower requesting Eurodollar Rate Advances, such the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by such Borrower to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits)loss, cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date time of a any Borrowing comprising Eurodollar Rate Advances or (B) 12:00 p.m. (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage 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 applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing ratable portion available to the Administrative Agent, such Lender and the Borrower (following the Administrative Agent’s demand on such Borrower Lender for the corresponding amount) 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 such the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such the Borrower, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (d) The obligations of the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Borrowing shall be made on notice, given (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. a.m. (New York timei) on the third Business Day prior to the date of the proposed Borrowing, and (ii) in the case of a Borrowing comprising Alternate Base comprised of Eurodollar Rate Advances, not later than 11:00 a.m. Advances and (New York timeii) on the date of the proposed Borrowing, in the case of a Borrowing comprised of Base Rate Advances, in each case by any the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereofthereof by telecopier, telex or cable. Each such Notice notice of a Borrowing by any Borrower (a "NOTICE OF BORROWING") shall be by email telecopier, telex or any other electronic manner reasonably acceptable to the Administrative Agentcable, in substantially the form of Exhibit C 2.02 (a) hereto, specifying therein the requested (A) date of such Borrowing, (B) Type of Advances to be made in connection with comprising such Borrowing, (C) aggregate amount of such Borrowing, Borrowing and (D) in the case of a Borrowing comprising comprised of Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01, and (E) the identity of the Borrower requesting such Borrowing. Each Borrower may request that more than one Borrowing be made on any date. Each Lender shall, before 1:00 p.m. (New York timex) 12:00 noon on the date of such Borrowing, in the case of a Borrowing comprised of Eurodollar Rate Advances, and (y) 1:00 p.m. on the date of such Borrowing, in the case of a Borrowing comprised of Base Rate Advances, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02, in same day funds, such Lender’s Percentage 's ratable portion of such Borrowing. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will promptly make such funds available to such the Borrower at the Administrative Agent’s 's aforesaid address. (b) Each Notice of Borrowing delivered by any Borrower shall be irrevocable and binding on such the Borrower. In the case of any Borrowing which the related Notice of Borrowing delivered by any Borrower requesting specifies is to be comprised of Eurodollar Rate Advances, such the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by such Borrower to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits)loss, cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender to fund the Eurodollar Rate Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date time of a any Borrowing comprising Eurodollar Rate Advances or (B) 12:00 p.m. (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage 's Advance as part of such Borrowing, the Administrative Agent may assume that such Lender has made such portion Advance available to the Administrative Agent on the date time 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 applicable Borrower on such date time a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing Advance available to the Administrative Agent, such Lender and such the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount amount, together with interest thereon, for each day from the date time such amount is made available to such the Borrower until the date time such amount is repaid to the Administrative Agent, at (i) in the case of such the Borrower, the interest rate applicable at the time to Advances made in connection with 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 's Advance as part of such Borrowing for purposes of this Agreement. (d) The obligations of the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Borrowing shall be made on notice, given (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. (x) 1:00 p.m. (New York City time) on the third Business Day prior to the date of the proposed Borrowing, and (ii) Borrowing in the case of a Borrowing comprising Alternate consisting of Eurodollar Rate Advances or (y) 1:00 p.m. (New York City time) on the day of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, not later than 11:00 a.m. (New York time) on by the date of the proposed Borrowing, by any Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereofthereof by telecopier. Each such notice of a Borrowing (a “Notice of Borrowing by any Borrower Borrowing”) shall be by email telephone, confirmed immediately in writing, or any other electronic manner reasonably acceptable to the Administrative Agent, telecopier in substantially the form of Exhibit C B hereto, specifying therein the requested (Ai) date of such Borrowing, (Bii) Type of Advances to be made in connection with comprising such Borrowing, (Ciii) aggregate amount of such Borrowing, and (Div) in the case of a Borrowing comprising consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01, and (E) the identity of the Borrower requesting such Borrowing. Each Borrower may request that more than one Borrowing be made on any date. Each Lender shall, before 1:00 p.m. 3:00 P.M. (New York City time) on the date of such Borrowing, Borrowing make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Agent’s Account, in same day funds, such Lender’s Percentage ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to such the Borrower at the Administrative Agent’s aforesaid addressaddress referred to in Section 8.02 and will disburse such funds in accordance with the Borrower’s instructions. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $10,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.07 or 2.11 and (ii) the Eurodollar Rate Advances may not be outstanding as part of more than six separate Borrowings. (c) Each Notice of Borrowing delivered by any Borrower shall be irrevocable and binding on such the Borrower. In the case of any Borrowing that the related Notice of Borrowing delivered by any Borrower requesting specifies is to be comprised of Eurodollar Rate Advances, such the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by such Borrower to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits)loss, cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (cd) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date time of a any Borrowing comprising Eurodollar Rate Advances or (B) 12:00 p.m. (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage 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 applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing ratable portion available to the Administrative Agent, such Lender and such 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 such the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such the Borrower, the interest rate applicable at the time to Advances made in connection with 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 Advance as part of such Borrowing for purposes of this AgreementAgreement and the Borrower shall not also be required to repay such amount to the Agent. (de) The obligations of the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Borrowing shall be made on notice, given (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. a.m. (New York timei) on the third Business Day prior to the date of the proposed Borrowing, and (ii) in the case of a Borrowing comprising Alternate Base comprised of Eurodollar Rate Advances, not later than 11:00 a.m. Advances and (New York timeii) on the date of the proposed Borrowing, in the case of a Borrowing comprised of Base Rate Advances, in each case by any the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereofthereof by telecopier, telex or cable. Each such notice of a Borrowing (a “Notice of Borrowing by any Borrower Borrowing”) shall be by email telecopier, telex or any other electronic manner reasonably acceptable to the Administrative Agentcable, in substantially the form of Exhibit C 2.02(a) hereto, specifying therein the requested (A) date of such Borrowing, (B) Type of Advances to be made in connection with comprising such Borrowing, (C) aggregate amount of such Borrowing, Borrowing and (D) in the case of a Borrowing comprising comprised of Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01, and (E) the identity of the Borrower requesting such Borrowing. Each Borrower may request that more than one Borrowing be made on any date. Each Lender shall, before 1:00 p.m. (New York timex) 12:00 noon on the date of such Borrowing, in the case of a Borrowing comprised of Eurodollar Rate Advances, and (y) 1:00 p.m. on the date of such Borrowing, in the case of a Borrowing comprised of Base Rate Advances, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02, in same day funds, such Lender’s Percentage ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will promptly make such funds available to such the Borrower at the Administrative Agent’s aforesaid address. (b) Each Notice of Borrowing delivered by any Borrower shall be irrevocable and binding on such the Borrower. In the case of any Borrowing which the related Notice of Borrowing delivered by any Borrower requesting specifies is to be comprised of Eurodollar Rate Advances, such the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by such Borrower to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits)loss, cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender to fund the Eurodollar Rate Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date of a any Borrowing comprising Eurodollar Rate Advances or (B) 12:00 p.m. (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage Advance as part of such Borrowing, the Administrative Agent may assume that such Lender has made such portion Advance 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 applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing Advance available to the Administrative Agent, such Lender and such the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount amount, together with interest thereon, for each day from the date such amount is made available to such the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such the Borrower, the interest rate applicable at the time to Advances made in connection with 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 Advance as part of such Borrowing for purposes of this Agreement. (d) The obligations of the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Borrowing shall be made on notice, given (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. (x) 1:00 P.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing, and (ii) Borrowing in the case of a Borrowing comprising Alternate Base consisting of Eurocurrency Rate AdvancesAdvances denominated in Dollars, not later than 11:00 a.m. (y) 4:00 P.M. (London time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurocurrency Rate Advances denominated in any Committed Currency, or (z) 1:00 P.M. (New York City time) on the date of the proposed BorrowingBorrowing in the case of a Borrowing consisting of Base Rate Advances, by any the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereofthereof by telecopier or email. Each such notice of a Borrowing (a “Notice of Borrowing by any Borrower Borrowing”) shall be by telephone, confirmed immediately in writing, or telecopier or email or any other electronic manner reasonably acceptable to the Administrative Agent, in substantially the form of Exhibit C B hereto, specifying therein the requested (Ai) date of such Borrowing, (Bii) Type of Advances to be made in connection with comprising such Borrowing, (Ciii) aggregate amount of such Borrowing, and (Div) in the case of a Borrowing comprising Eurodollar consisting of Eurocurrency Rate Advances, the initial Interest Period and currency for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01, and (E) the identity of the Borrower requesting such Borrowing. Each Borrower may request that more than one Borrowing be made on any date. Each Lender shall, before 1:00 p.m. 3:00 P.M. (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Advances denominated in Dollars, and before 11:00 A.M. (London time) on the date of such Borrowing, in the case of a Borrowing consisting of Eurocurrency Rate Advances denominated in any Committed Currency, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the applicable Agent’s Account, in same day funds, such Lender’s Percentage ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to such the Borrower at the Administrative Agent’s aforesaid addressaddress referred to in Section 8.02 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 Advances for any Borrowing if the aggregate amount of such Borrowing is less than the Borrowing Minimum or if the obligation of the Lenders to make Eurocurrency Rate Advances shall then be suspended pursuant to Section 2.07 or 2.11 and (ii) the Eurocurrency Rate Advances may not be outstanding as part of more than six separate Borrowings. (c) Each Notice of Borrowing delivered by any Borrower shall be irrevocable and binding on such the Borrower. In the case of any Borrowing that the related Notice of Borrowing delivered by any Borrower requesting Eurodollar specifies is to be comprised of Eurocurrency Rate Advances, such the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by such Borrower to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (cd) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date time of a any Borrowing comprising Eurodollar Rate Advances or (B) 12:00 p.m. (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage 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 2.02, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing ratable portion available to the Administrative Agent, such Lender and such 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 such the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such the Borrower, the higher of (A) the interest rate applicable at the time to the Advances made in connection with 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, Lender (A) the Federal Funds RateRate in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (de) The obligations of the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, obligation hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Except as otherwise provided in Section 2.03, each Borrowing (other than a Swing Line Borrowing) shall be made on notice, given (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. 12:00 Noon (New York City time) on the third Business Day prior to the date of the proposed Borrowing, and (ii) Borrowing in the case of a Borrowing comprising Alternate Base consisting of Eurodollar Rate Advances, or not later than 11:00 a.m. 1:00 P.M. (New York City time) on the date one Business Day prior to the date of the proposed BorrowingBorrowing in the case of a Borrowing consisting of Base Rate Advances, by any the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereofthereof by telex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing by any Borrower Borrowing”) shall be by email telephone, confirmed immediately in writing, or any other electronic manner reasonably acceptable to the Administrative Agenttelex or telecopier or e-mail, in each case in substantially the form of Exhibit C B hereto, specifying therein the requested (Ai) date of such Borrowing, (Bii) Facility to which such Borrowing relates, (iii) Type of Advances to be made in connection with comprising such Borrowing, (Civ) aggregate amount of such Borrowing, Borrowing and (Dv) in the case of a Borrowing comprising consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01, and (E) the identity of the Borrower requesting such Borrowing. Each Borrower may request that more than one Borrowing be made on any date. Each Lender shall, before 1:00 p.m. 12:00 Noon (New York City time) on the date of such BorrowingBorrowing in the case of a Borrowing consisting of Eurodollar Rate Advances and 1:00 P.M. (New York City time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate Advances, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Administrative Agent’s Account, in same day funds, such Lender’s Percentage ratable portion of such BorrowingBorrowing in accordance with the respective Commitments in respect of such applicable Facility of such Lender and the other Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to such the Borrower at by crediting the Administrative AgentBorrower’s aforesaid address. (b) Each Notice of Borrowing delivered by any Borrower shall be irrevocable and binding on such Borrower. In Account; provided, however, that in the case of any Notice of Borrowing delivered by any Borrower requesting Eurodollar Rate Advancesadvances under the Revolving Credit Facility, such Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by such Borrower to fulfill on or before the date specified in such Notice of Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) Unless the Administrative Agent shall have received written notice via facsimile transmission from first make a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior portion of such funds equal to the date aggregate principal amount of a Borrowing comprising Eurodollar Rate any Swing Line Advances and Letter of Credit Advances made by any Swing Line Bank or (B) 12:00 p.m. (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage of such BorrowingIssuing Bank, 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 applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing available to the Administrative Agent, such Lender and such 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 such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in as the case of such Borrowermay be, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (d) The obligations of the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance and outstanding on the date of such Borrowing, but no Lender shall be responsible for plus interest accrued and unpaid thereon to and as of such date, available to such Swing Line Bank or Issuing Bank, as the failure of any other Lender to make the Advance to be made by case may be, and such other Lender on the date Lenders for repayment of any Borrowingsuch Swing Line Advances and Letter of Credit Advances.

Making the Advances. (a1) Each Borrowing shall be made on notice, given (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing, and (ii) in the case of a Borrowing comprising Alternate Base Rate Advances, not later than 11:00 a.m. 1:00 P.M. (New York City time) on the date of the proposed Borrowing, by any the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof. Each such notice of a Borrowing (a “Notice of Borrowing by any Borrower Borrowing”) shall be transmitted by facsimile or email or any other electronic manner reasonably acceptable to the Administrative Agent, in substantially the form of Exhibit C A-1 hereto, specifying therein the requested (A) date of such Borrowing, (B) Type of Advances to be made in connection with such Borrowing, (C) aggregate amount of such Borrowing, (D) wire instructions of the Borrower, and (E) in the case of a Borrowing comprising Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01, and (E) the identity of the Borrower requesting such Borrowing. Each Borrower may request that more than one Borrowing be made on any dateAdvances. Each Lender shall, before 1:00 p.m. (x) 12:00 noon (New York City time) on the date of such Borrowingany Borrowing comprising Eurodollar Rate Advances, and (y) 3:00 P.M. (New York City time) on the date of any Borrowing comprising Base Rate Advances, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Agent’s Account, in same day funds, such Lender’s Percentage ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower in such manner as the Borrower at shall have specified in the Administrative Agent’s aforesaid addressapplicable Notice of Borrowing. (b2) Each Notice of Borrowing delivered by any Borrower shall be irrevocable and binding on such the Borrower. In the case of any Notice of Borrowing delivered by any Borrower requesting Eurodollar Rate Advances, such the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by such Borrower to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits)loss, cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c3) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date time of a any Borrowing comprising Eurodollar Rate Advances or (B) 12:00 p.m. (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage 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 applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing ratable portion available to the Administrative Agent, such Lender and the Borrower (following the Administrative Agent’s demand on such Borrower Lender for the corresponding amount) 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 such the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such the Borrower, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (d4) The obligations of the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Except as otherwise provided in Section 2.03(c), each Borrowing shall be made on notice, given (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than (x) 11:00 a.m. A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing, and (ii) Borrowing in the case of a Borrowing comprising Alternate Base consisting of Eurocurrency Rate AdvancesAdvances denominated in Dollars, not later than (y) 4:00 P.M. (London time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurocurrency Rate Advances denominated in any Committed Currency, or (z) 11:00 a.m. A.M. (New York City time) on the date of the proposed BorrowingBorrowing in the case of a Borrowing consisting of Base Rate Advances, by any the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereofthereof by telecopier. Each such notice of a Borrowing (a “Notice of Borrowing by any Borrower Borrowing”) shall be by email telephone, confirmed immediately in writing, or any other electronic manner reasonably acceptable to the Administrative Agent, telecopier in substantially the form of Exhibit C B hereto, specifying therein the requested (Ai) date of such Borrowing, (Bii) Type of Advances to be made in connection with comprising such Borrowing, (Ciii) aggregate amount of such Borrowing, and (Div) in the case of a Borrowing comprising Eurodollar consisting of Eurocurrency Rate Advances, the initial Interest Period and currency for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01, and (E) the identity of the Borrower requesting such Borrowing. Each Borrower may request that more than one Borrowing be made on any date. Each Lender shall, before 1:00 p.m. P.M. (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Advances denominated in Dollars, and before 11:00 A.M. (London time) on the date of such Borrowing, in the case of a Borrowing consisting of Eurocurrency Rate Advances denominated in any Committed Currency, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the applicable Agent’s Account, in same day funds, such Lender’s Percentage ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIISection 3.02, the Administrative Agent will make such funds available to the Borrower in same day funds on the date of such Borrower Borrowing at the Administrative Agent’s aforesaid addressaddress referred to in Section 8.02 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 Advances for any Borrowing if the aggregate amount of such Borrowing is less than the Borrowing Minimum or if the obligation of the Lenders to make Eurocurrency Rate Advances for the requested currency shall then be suspended pursuant to Section 2.08 or 2.12 and (ii) the Eurocurrency Rate Advances may not be outstanding as part of more than ten separate Borrowings. (c) Each Notice of Borrowing delivered by any Borrower shall be irrevocable and binding on such the Borrower. In the case of any Borrowing that the related Notice of Borrowing delivered by any Borrower requesting Eurodollar specifies is to be comprised of Eurocurrency Rate Advances, such the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by such Borrower to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (cd) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date time of a any Borrowing comprising Eurodollar Rate Advances or (B) 12:00 p.m. (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage 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 applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing ratable portion available to the Administrative Agent, such Lender and such 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 such the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such the Borrower, the higher of (A) the interest rate applicable at the time to Advances made in connection with comprising such Borrowing and (B) the cost of funds incurred by the Agent in respect of such amount and (ii) in the case of such Lender, (A) the Federal Funds RateRate in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (de) The obligations of the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Borrowing shall be made on notice, given (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than (x) 11:00 a.m. A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing, and (ii) Borrowing in the case of a Borrowing comprising Alternate Base consisting of Eurodollar Rate Advances, not later than Advances or (y) 11:00 a.m. A.M. (New York City time) on the date of the proposed BorrowingBorrowing in the case of a Borrowing consisting of Base Rate Advances, by any the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereofthereof by telecopier. Each such notice of a Borrowing (a “Notice of Borrowing by any Borrower Borrowing”) shall be in writing or by email or any other electronic manner reasonably acceptable to the Administrative Agent, telecopier in substantially the form of Exhibit C B hereto, specifying therein the requested (Ai) date of such Borrowing, (Bii) Type of Advances to be made in connection with comprising such Borrowing, (Ciii) aggregate amount of such Borrowing, and (Div) in the case of a Borrowing comprising consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01, and (E) the identity of the Borrower requesting such Borrowing. Each Borrower may request that more than one Borrowing be made on any date. Each Lender shall, before 1:00 p.m. P.M. (New York City time) on the date of such Borrowing, Borrowing make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Administrative Agent’s Account, in same day funds, such Lender’s Percentage ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to such the Borrower at the Administrative Agent’s aforesaid addressaddress referred to in Section 9.02. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $25.0 million or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.08 or 2.12 and (ii) the Eurodollar Rate Advances may not be outstanding as part of more than fifteen (15) separate Borrowings. (c) Each Notice of Borrowing delivered by any Borrower shall be irrevocable and binding on such the Borrower. In the case of any Borrowing that the related Notice of Borrowing delivered by any Borrower requesting specifies is to be comprised of Eurodollar Rate Advances, such the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by such Borrower to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (cd) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date of a any Borrowing comprising Eurodollar Rate Advances or (B) 12:00 p.m. (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage 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 applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing ratable portion available to the Administrative Agent, such Lender and such 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 such the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such the Borrower, the interest rate applicable at the time to Advances made in connection with 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 Advance as part of such Borrowing for purposes of this AgreementAgreement (and any interest paid by such Lender shall be paid to the Borrower for any period where the Borrower has made payments under this subsection (d)). (de) The obligations of the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Borrowing shall be made on notice, given (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. 12:00 Noon (New York Cleveland, Ohio time) on the third Business Day prior to the date of the proposed Borrowing, and (ii) Borrowing in the case of a Borrowing comprising Alternate Base consisting of Eurodollar Rate Advances, or not later than 11:00 a.m. 1:00 P.M. (New York Cleveland, Ohio time) on the date one Business Day prior to the date of the proposed BorrowingBorrowing in the case of a Borrowing consisting of Base Rate Advances, by any the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereofthereof by telex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing by any Borrower Borrowing”) shall be by email telephone, confirmed immediately in writing, or any other electronic manner reasonably acceptable to the Administrative Agenttelex or telecopier or e-mail, in each case in substantially the form of Exhibit C B hereto, specifying therein the requested (Ai) date of such Borrowing, (Bii) Type of Advances to be made in connection with comprising such Borrowing, (Ciii) aggregate amount of such Borrowing, and (Div) in the case of a Borrowing comprising consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01, and (E) the identity of the Borrower requesting such Borrowing. Each Borrower may request that more than one Borrowing be made on any date. Each Lender shall, before 1:00 p.m. 12:00 Noon (New York Cleveland, Ohio time) on the date of such BorrowingBorrowing in the case of a Borrowing consisting of Eurodollar Rate Advances and 1:00 P.M. (Cleveland, Ohio time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate Advances, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Administrative Agent’s Account, in same day funds, such Lender’s Percentage ratable portion of such BorrowingBorrowing in accordance with the respective Commitments of such Lender and the other Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to such the Borrower at by crediting the Administrative AgentBorrower’s aforesaid addressAccount. (b) [Intentionally Omitted.] (c) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $5,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.07(d)(ii), 2.09 or 2.10 and (ii) there may not be more than five (5) separate Interest Periods in effect hereunder at any time. (d) Each Notice of Borrowing delivered by any Borrower shall be irrevocable and binding on such the Borrower. In the case of any Borrowing that the related Notice of Borrowing delivered by any Borrower requesting specifies is to be comprised of Eurodollar Rate Advances, such the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by such Borrower to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits)loss, cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (ce) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date of a any Borrowing comprising Eurodollar Rate Advances or (B) 12:00 p.m. (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage 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 applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing ratable portion available to the Administrative Agent, such Lender and such 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 such the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of such the Borrower, the interest rate applicable at the such time under Section 2.07 to Advances made in connection with comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay pay to the Administrative Agent such corresponding amount, such amount so repaid paid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreementall purposes. (df) The obligations of the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Except as otherwise provided in Section 2.02(b) or Section 2.03, each Borrowing shall be made on notice, given (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. 12:00 noon (New York City time) on the third Business Day prior to the date of the proposed Borrowing, and (ii) Borrowing in the case of a Borrowing comprising Alternate Base consisting of Eurodollar Rate Advances, not later than 11:00 a.m. (New York time) on or the first Business Day prior to the date of the proposed BorrowingBorrowing in the case of a Borrowing consisting of Base Rate Advances, by any the Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereofthereof by telecopier. Each such notice of a Borrowing (a “Notice of Borrowing by any Borrower Borrowing”) shall be by email telephone, confirmed immediately in writing, or any other electronic manner reasonably acceptable to the Administrative Agentby telecopier, in substantially the form of Exhibit C B hereto, specifying therein (i) whether the Borrower is requesting a Term Borrowing or a Revolving Credit Borrowing, (ii) the requested (A) date of such Borrowing, (Biii) the requested Type of Advances to be made in connection with comprising such Borrowing, (Civ) the requested aggregate amount of such Borrowing, Borrowing and (Dv) in the case of a Borrowing comprising consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01, and (E) the identity of the Borrower requesting such Borrowing. Each Borrower may request that more than one Borrowing be made on any date. Each Appropriate Lender shall, before 1:00 p.m. 12:00 noon (New York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Administrative Agent’s Account, in same day funds, such Lender’s Percentage 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 such the Borrower at by crediting the Administrative AgentBorrower’s aforesaid address. (b) Each Notice of Borrowing delivered by any Borrower shall be irrevocable and binding on such Borrower. In Account; provided, however, that, in the case of any Notice of Borrowing delivered by any Borrower requesting Eurodollar Rate Advances, such Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by such Borrower to fulfill on or before the date specified in such Notice of Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date of a Borrowing comprising Eurodollar Rate Advances or (B) 12:00 p.m. (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage of such Revolving Credit Borrowing, the Administrative Agent may assume that shall first make a portion of such Lender has made such portion available funds equal to the Administrative Agent aggregate principal amount of any Swing Line Advances and Letter of Credit Advances made by the Swing Line Bank or any Issuing Bank, as the case may be, and by any other Revolving Credit Lender and outstanding on the date of such Borrowing in accordance with subsection (a) Revolving Credit Borrowing, plus interest accrued and unpaid thereon to and as of this Section 2.02 and the Administrative Agent maysuch date, in reliance upon such assumption, make available to the applicable Borrower on Swing Line Bank or such date a corresponding amount. If Issuing Bank, as the case may be, and to the extent that such Lender shall not have so made such Percentage other Revolving Credit Lenders for repayment of such Borrowing available to the Administrative Agent, such Lender Swing Line Advances and such 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 such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case Letter of such Borrower, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this AgreementCredit Advances. (d) The obligations of the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each (i) Except as otherwise provided in Section 2.02(a)(ii), each Borrowing shall be made on notice, given (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 (x) 10:00 a.m. (New York City time) on the date of a proposed Borrowing consisting of Base Rate Advances and (y) 12:00 noon (New York City time) on the third Business Day prior to the date of the a proposed Borrowing, and (ii) in the case Borrowing consisting of a Borrowing comprising Alternate Base Eurocurrency Rate Advances, not later than 11:00 a.m. (New York time) on in each case by the date of the proposed Borrowing, by any Borrower Company to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereofthereof by telecopier or electronic mail. Each such notice of a Borrowing (a “Notice of Borrowing by any Borrower Borrowing”) shall be by email electronic mail or any other telephone, confirmed immediately in writing by hand delivery or electronic manner reasonably acceptable to the Administrative Agentmail, in each case in substantially the form of Exhibit C A hereto, specifying therein the requested (A) date of such Borrowing, (B) Type Facility of Advances to be made in connection with such Borrowing, (C) Type of Advances comprising such Borrowing, (D) aggregate amount of such Borrowing, and (DE) in the case of a Borrowing comprising Eurodollar comprised of Eurocurrency Rate Advances, the initial Interest Period for each such Advance. The Company may, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01conditions herein provided, and (E) the identity of the Borrower requesting such Borrowing. Each Borrower may request that borrow more than one Borrowing be made on any dateBusiness Day. Each Appropriate Lender shall, before 1:00 p.m. (New York City time) in the case of a Borrowing consisting of Base Rate Advances or before 11:00 a.m. (New York City time) in the case of a Borrowing consisting of Eurocurrency Rate Advances, in each case on the requested date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.029.02, in same day funds, such Lender’s Percentage ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon Upon fulfillment of the applicable conditions set forth in Article IIISection 3.01, 3.02 or 3.03, as applicable, the Administrative Agent will make such funds available to the Company in like funds as received by the Administrative Agent either by (1) crediting the account of the Company on the books of the Administrative Agent with the amount of such Borrower funds or (2) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Company; provided, however, that if the Company has an outstanding Swing Line Advance at the Administrative Agent’s aforesaid address. (b) Each Notice time of a requested Borrowing delivered by any Borrower shall be irrevocable and binding on such Borrower. In the case of any Notice of Borrowing delivered by any Borrower requesting Eurodollar Rate Revolving Loan Advances, such Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by such Borrower to fulfill on or before the date specified in such Notice of Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) Unless the Administrative Agent shall have received written notice via facsimile transmission from first make a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior portion of such funds equal to the date aggregate principal amount of a Borrowing comprising Eurodollar Rate any Swing Line Advances or (B) 12:00 p.m. (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available made to the Administrative Agent such Lender’s Percentage of such Borrowing, Company by 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 applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing available to the Administrative Agent, such Lender and such 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 such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such Borrower, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (d) The obligations of the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to make the Advance to be made Swing Line Banks or held by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance and outstanding on the date of such Borrowing, but no Lender shall be responsible for plus interest accrued and unpaid thereon to and as of such date, available to the failure of any other Lender to make the Advance to be made by Swing Line Banks and such other Lender on the date Lenders for repayment of any Borrowingsuch Swing Line Advances.

Making the Advances. (a) Each Except as otherwise provided in Section 2.03, each Borrowing shall be made on notice, given (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. (x) 1:00 P.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing, and (ii) Borrowing in the case of a Borrowing comprising Alternate Base consisting of Eurocurrency Rate AdvancesAdvances denominated in Dollars, not later than 11:00 a.m. (y) 3:00 P.M. (London time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Revolving Credit Borrowing consisting of Eurocurrency Rate Advances denominated in any Committed Foreign Currency, or (z) 12:00 P.M. (New York City time) on the date of the proposed BorrowingBorrowing in the case of a Borrowing consisting of Base Rate Advances, by any the Borrower to the Administrative Agent (and, in the case of a Borrowing consisting of Eurocurrency Rate Advances denominated in any Committed Foreign Currency, simultaneously to the Sub-Agent), which shall give to each relevant Lender prompt notice thereofthereof by telex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing by any Borrower Borrowing”) shall be by email telephone, confirmed immediately in writing, or any other electronic manner reasonably acceptable to the Administrative Agenttelex or telecopier or e-mail, in each case in substantially the form of Exhibit C B hereto, specifying therein the requested (Ai) date of such Borrowing, (Bii) Facility under which such Borrowing is requested, (iii) Type of Advances to be made in connection with comprising such Borrowing, (Civ) aggregate amount of such Borrowing, Borrowing (Dv) in the case of a Borrowing comprising Eurodollar consisting of Eurocurrency Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated and (vi) in the definition case of “Interest Period” in Section 1.01a Borrowing consisting of Multicurrency Revolving Credit Advances, and (E) the identity currency of the Borrower requesting such Borrowing. Each Borrower may request that more than one Borrowing be made on any dateAdvances. Each Lender with a Commitment in respect of the applicable Facility shall, before 1:00 p.m. 2:00 P.M. (New York City time) on the date of such BorrowingBorrowing in the case of a Borrowing consisting of Advances denominated in Dollars, and before 3:00 P.M. (London time) on the date of such Borrowing in the case of a Borrowing consisting of Eurocurrency Advances denominated in any Committed Foreign Currency, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the applicable Administrative Agent’s Account, in same day funds, such Lender’s Percentage ratable portion of such BorrowingBorrowing in accordance with the respective Commitments of such Lender and the other Lenders in respect of the applicable Facility. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to such the Borrower at by crediting the Administrative AgentBorrower’s aforesaid address. (b) Each Notice of Borrowing delivered by any Borrower shall be irrevocable and binding on such Borrower. In Account; provided, however, that in the case of any Notice of Borrowing delivered by any Borrower requesting Eurodollar Rate Advancesunder the U.S. Dollar Revolving Credit Facility, such Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by such Borrower to fulfill on or before the date specified in such Notice of Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) Unless the Administrative Agent shall have received written notice via facsimile transmission from first make a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior portion of such funds equal to the date aggregate principal amount of a Borrowing comprising Eurodollar Rate any Swing Line Advances and Letter of Credit Advances made by the Swing Line Bank or (B) 12:00 p.m. (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage of such Borrowingany Issuing Bank, 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 applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing available to the Administrative Agent, such Lender and such 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 such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in as the case of such Borrowermay be, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (d) The obligations of the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance and outstanding on the date of such Borrowing, but no Lender shall be responsible for plus interest accrued and unpaid thereon to and as of such date, available to the failure of any other Lender to make Swing Line Bank or such Issuing Bank, as the Advance to be made by case may be, and such other Lender on the date Lenders for repayment of any Borrowingsuch Swing Line Advances and Letter of Credit Advances.

Making the Advances. (a) Each Except as otherwise provided in Section 2.02(b) or Section 2.03, each Borrowing shall be made on notice, given (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. 12:00 noon (New York City time) on the third Business Day prior to the date of the proposed Borrowing, and (ii) Borrowing in the case of a Borrowing comprising Alternate Base consisting of Eurodollar Rate Advances, not later than 11:00 a.m. (New York time) on or the first Business Day prior to the date of the proposed BorrowingBorrowing in the case of a Borrowing consisting of Base Rate Advances, by any the Borrower to the Administrative Paying Agent, which shall give to each Appropriate Lender prompt notice thereofthereof by telecopier. Each such notice of a Borrowing (a “Notice of Borrowing by any Borrower Borrowing”) shall be by email telephone, confirmed immediately in writing, or any other electronic manner reasonably acceptable to the Administrative Agentby telecopier, in substantially the form of Exhibit C B hereto, specifying therein the requested (Ai) date of such Borrowing, (Bii) Type of Advances to be made in connection with comprising such Borrowing, (Ciii) aggregate amount of such Borrowing, (Div) if the proceeds of such Borrowing will be used to fund cash distributions to the holders of the MLP Units, aggregate amount of such Borrowing to be so used and aggregate amount of Cash Distribution Advances outstanding immediately prior to such Borrowing to the extent such Advances have not been prepaid prior to such time pursuant to Section 2.06(a) and (v) in the case of a Borrowing comprising consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01, and (E) the identity of the Borrower requesting such Borrowing. Each Borrower may request that more than one Borrowing be made on any date. Each Appropriate Lender shall, before 1:00 p.m. 12:00 noon (New York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Paying Agent at its address referred to in Section 8.02the Paying Agent’s Account, in same day funds, such Lender’s Percentage ratable portion of such BorrowingBorrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders. After the Administrative Paying Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Paying Agent will make such funds available to such the Borrower at by crediting the Administrative AgentBorrower’s aforesaid address. (b) Each Notice of Borrowing delivered by any Borrower shall be irrevocable and binding on such Borrower. In Account; provided, however, that, in the case of any Notice of Borrowing delivered by any Borrower requesting Eurodollar Rate Advances, such Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by such Borrower to fulfill on or before the date specified in such Notice of Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date of a Borrowing comprising Eurodollar Rate Advances or (B) 12:00 p.m. (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage of such Revolving Credit Borrowing, the Administrative Paying Agent may assume that shall first make a portion of such Lender has made such portion available funds equal to the Administrative Agent aggregate principal amount of any Swing Line Advances and Letter of Credit Advances made by the Swing Line Bank or any Issuing Bank, as the case may be, and by any other Lender and outstanding on the date of such Borrowing in accordance with subsection (a) Revolving Credit Borrowing, plus interest accrued and unpaid thereon to and as of this Section 2.02 and the Administrative Agent maysuch date, in reliance upon such assumption, make available to the applicable Borrower on Swing Line Bank or such date a corresponding amount. If Issuing Bank, as the case may be, and to the extent that such Lender shall not have so made such Percentage other Lenders for repayment of such Borrowing available to the Administrative Agent, such Lender Swing Line Advances and such 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 such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case Letter of such Borrower, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this AgreementCredit Advances. (d) The obligations of the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Except as otherwise provided in Section 2.03(c), each Borrowing shall be made on notice, given (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than (x) 11:00 a.m. A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing, and (ii) Borrowing in the case of a Borrowing comprising Alternate Base consisting of Eurocurrency Rate AdvancesAdvances denominated in Dollars, not later than (y) 4:00 P.M. (London time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurocurrency Rate Advances denominated in any Committed Currency, or (z) 11:00 a.m. A.M. (New York City time) on the date of the proposed BorrowingBorrowing in the case of a Borrowing consisting of Base Rate Advances, by any the applicable Borrower to the Administrative Agent (and, in the case of a Borrowing consisting of Eurocurrency Rate Advances, simultaneously to the Sub-Agent), which shall give to each Lender prompt notice thereofthereof by telecopier. Each such notice of a Borrowing (a "Notice of Borrowing by any Borrower Borrowing") shall be by email telephone, confirmed immediately in writing, or any other electronic manner reasonably acceptable to the Administrative Agent, telecopier in substantially the form of Exhibit C B hereto, specifying therein the requested (Ai) date of such Borrowing, (Bii) Type of Advances to be made in connection with comprising such Borrowing, (Ciii) aggregate amount of such Borrowing, and (Div) in the case of a Borrowing comprising Eurodollar consisting of Eurocurrency Rate Advances, the initial Interest Period and currency for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01, and (E) the identity of the Borrower requesting such Borrowing. Each Borrower may request that more than one Borrowing be made on any date. Each Lender shall, before 1:00 p.m. P.M. (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Advances denominated in Dollars, and before 11:00 A.M. (London time) on the date of such Borrowing, in the case of a Borrowing consisting of Eurocurrency Rate Advances denominated in any Committed Currency, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the applicable Agent's Account, in same day funds, such Lender’s Percentage 's ratable portion of such Borrowing. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to such the applicable Borrower at the Administrative Agent’s aforesaid address'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 Borrowers may not select Eurocurrency Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than the Borrowing Minimum or if the obligation of the Lenders to make Eurocurrency Rate Advances for the requested currency shall then be suspended pursuant to Section 2.08 or 2.12 and (ii) the Eurocurrency Rate Advances may not be outstanding as part of more than six separate Borrowings. (c) Each Notice of Borrowing delivered by any Borrower shall be irrevocable and binding on the Borrower requesting such BorrowerBorrowing. In the case of any Borrowing that the related Notice of Borrowing delivered by any Borrower requesting Eurodollar specifies is to be comprised of Eurocurrency Rate Advances, such the applicable Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by such Borrower to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (cd) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date time of a any Borrowing comprising Eurodollar Rate Advances or (B) 12:00 p.m. (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage '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 applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing ratable portion available to the Administrative Agent, such Lender and such 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 such Borrower until the date such amount is repaid to the Administrative Agent, at at (i) in the case of such a Borrower, the higher of (A) the interest rate applicable at the time to Advances made in connection with comprising such Borrowing and (B) the cost of funds incurred by the Agent in respect of such amount and (ii) in the case of such Lender, (A) the Federal Funds RateRate in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s 's Advance as part of such Borrowing for purposes of this Agreement. (de) The obligations of the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Except as otherwise provided in Section 2.02(b), or 2.03, each Borrowing shall be made on notice, given (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing, and (ii) Borrowing in the case of a Borrowing comprising Alternate Base (other than the initial Borrowing hereunder) consisting of Eurodollar Rate Advances, not later than 11:00 a.m. (New York time) on or the first Business Day prior to the date of the proposed BorrowingBorrowing in the case of a Borrowing consisting of Base Rate Advances or the initial Borrowing hereunder, by any the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereofthereof by telex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing by any Borrower Borrowing”) shall be by email telephone, confirmed promptly in writing, or any other electronic manner reasonably acceptable to the Administrative Agenttelex or telecopier, in substantially the form of Exhibit C B hereto, specifying therein the requested (Ai) date of such Borrowing, (Bii) the Facility under which such Borrowing is to be made, (iii) Type of Advances to be made in connection with comprising such Borrowing, (Civ) aggregate amount of such Borrowing, Borrowing and (Dv) in the case of a Borrowing comprising consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing Advance (except that the initial Interest Period for the Advances made on the Funding Date shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01, and two (E2) the identity of the Borrower requesting such Borrowing. Each Borrower may request that more than one Borrowing be made on any datemonths). Each Lender shall, before 1:00 p.m. 11:00 A.M. (New York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Administrative Agent’s Office, in same day funds, such Lender’s Percentage ratable portion of such BorrowingBorrowing in accordance with the respective Commitments of such Lender and the other Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, (i) in the case of the initial Borrowing hereunder, the Administrative Agent will deposit such funds into the Escrow Account on the Funding Date in accordance with the Escrow Agreement or (ii) in the case of any Borrowing on or after the Escrow Release Date, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s Account or such Borrower at other account as the Administrative Agent’s aforesaid address. (b) Each Notice of Borrowing delivered by any Borrower shall be irrevocable and binding on such Borrower. In the case of any Notice of Borrowing delivered by any Borrower requesting Eurodollar Rate Advances, such Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by such Borrower to fulfill on or before the date specified in such Notice of Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such daterequest. (c) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date of a Borrowing comprising Eurodollar Rate Advances or (B) 12:00 p.m. (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage 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 applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing available to the Administrative Agent, such Lender and such 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 such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such Borrower, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (d) The obligations of the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Borrowing shall be in an amount not less than $10,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $1,000,000 in excess thereof and shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Borrowing shall be made on notice, given (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. (New York time) A.M. on the third Business Day prior to the date of the proposed Borrowing, and (ii) Borrowing in the case of a Borrowing comprising Alternate Base consisting of Eurodollar Rate Advances, or not later than 11:00 a.m. (New York time) 1:00 P.M. on the date of the proposed BorrowingBorrowing in the case of a Borrowing consisting of Base Rate Advances, by any the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereofwritten notice. Each such notice of a Borrowing under this Section 2.02 (a “Notice of Borrowing by any Borrower Borrowing”) shall be by email telephone, confirmed immediately in writing, or any other electronic manner reasonably acceptable to the Administrative Agent, fax in substantially the form of Exhibit C A hereto, specifying therein the requested (Ai) date of Borrowing Date for such Borrowing, (Bii) Type of Advances to be made in connection with comprising such Borrowing, (Ciii) aggregate amount of such Borrowing, and (Div) in the case of a Borrowing comprising consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01, and (E) the identity of the Borrower requesting such Borrowing. Each Borrower may request that more than one Borrowing be made on any date. Each Lender shall, before 1:00 p.m. (New York time) 3:00 P.M. on the date of such Borrowingapplicable Borrowing Date, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Agent’s Account, in same day funds, such Lender’s Percentage ratable portion of the Borrowing to be made on such BorrowingBorrowing Date. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIISection 3.02, the Administrative Agent will promptly make such funds available to the Borrower in such manner as the Borrower at shall have specified in the applicable Notice of Borrowing and as shall be reasonably acceptable to the Administrative Agent’s aforesaid address. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $10,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.12(b), 2.12(e) or 2.16, and (ii) there shall be not more than 20 Borrowings at any one time outstanding. (c) Each Notice of Borrowing delivered by any Borrower shall be irrevocable and binding on such the Borrower. In the case of any Borrowing that the related Notice of Borrowing delivered by any Borrower requesting specifies is to comprise Eurodollar Rate Advances, such the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by such Borrower to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article IIISection 3.02, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (cd) Unless the Administrative Agent shall have received written notice via facsimile transmission by courier or fax from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day any Borrowing Date or, in the case of a Base Rate Advance, prior to the date time of a Borrowing comprising Eurodollar Rate Advances or (B) 12:00 p.m. (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances Borrowing, that such Lender will not make available to the Administrative Agent such Lender’s Percentage Advance as part of the Borrowing to be made on such BorrowingBorrowing Date, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing Date in accordance with subsection (a) of this Section 2.02 2.02, and the Administrative Agent maymay (but it shall not be required to), in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing Advance available to the Administrative Agent, such Lender and such the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount amount, together with interest thereon, for each day from the date such amount is made available to such the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such the Borrower, the interest rate applicable at the time to Advances made in connection with 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 Advance as part of such Borrowing for purposes of this Agreement. (de) The obligations of the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Borrowing shall be made on notice, given (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than (x) 11:00 a.m. A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing, and (ii) Borrowing in the case of a Borrowing comprising Alternate Base consisting of Eurocurrency Rate AdvancesAdvances denominated in Dollars, not later than (y) 11:00 a.m. A.M. (New York City time) on the fifth Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurocurrency Rate Advances denominated in Sterling, or (z) 11:00 A.M. (New York City time) on the date of the proposed BorrowingBorrowing in the case of a Borrowing consisting of Base Rate Advances, by any the Borrower Agent to the Administrative Agent, which shall give to each Lender prompt notice thereof. Each such notice of a Borrowing (a “Notice of Borrowing by any Borrower Borrowing”) shall be by email telephone, confirmed promptly in writing, and signed by a duly authorized officer of the Borrower Agent, or any other electronic manner reasonably acceptable to employee of the Administrative Borrower Agent that is authorized by the President or Chief Financial Officer of the Borrower Agent, in substantially the form of Exhibit C B-1 hereto, specifying therein the requested (Ai) date of such Borrowing, (Bii) Type of Advances to be made in connection with comprising such Borrowing, (Ciii) aggregate amount of such Borrowing, (Div) in the case of a Borrowing comprising Eurodollar consisting of Eurocurrency Rate Advances, the initial Interest Period for each and whether such Advance, which Borrowing Advance shall be subject to the limitations stated in the definition of “Interest Period” Dollars or in Section 1.01Sterling, and (Ev) the identity of the Borrower requesting such Borrowing. Each Borrower may request that more than one Borrowing be made on any dateapplicable Borrower. Each Lender shall, before 1:00 p.m. P.M. (New York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Administrative Agent’s Account, in same day fundsSame Day Funds, such Lender’s Percentage Pro Rata Share of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to such the applicable Borrower at the Administrative Agent’s aforesaid addressaddress referred to in Section 8.02; provided, however, that if, on the date the Notice of Borrowing with respect to such Borrowing is given by the Borrower Agent, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the applicable Borrower as provided above. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrowers may not select Eurocurrency Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $5,000,000 (or the Equivalent thereof in Sterling) or if the obligation of the Lenders to make Eurocurrency Rate Advances shall then be suspended pursuant to Section 2.09 or 2.13 and (ii) the Eurocurrency Rate Advances may not be outstanding as part of more than ten separate Borrowings. (c) Each Notice of Borrowing delivered by any Borrower shall be irrevocable and binding on such Borrowerthe Borrowers. In the case of any Borrowing that the related Notice of Borrowing delivered by any Borrower requesting Eurodollar specifies is to be comprised of Eurocurrency Rate Advances, such Borrower the Borrowers shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by such Borrower to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (cd) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date time of a any Borrowing comprising Eurodollar Rate Advances or (B) 12:00 p.m. (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage Pro Rata Share of such Borrowing, the Administrative Agent may assume that such 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 and the Administrative Agent may, in reliance upon such assumption, but shall have no obligation to, make available to the applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing amount available to the Administrative Agent, such Lender and such Borrower the Borrowers 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 such the applicable Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such Borrowerthe Borrowers, the interest rate applicable at the time to Advances made in connection with comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Overnight Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, amount such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement, and thereafter, the Borrowers’ obligation to repay such amount to the Administrative Agent in accordance with this subsection (d) shall no longer be required; provided that the Borrowers shall not be relieved of their obligation to pay the interest on such amount referred to herein unless and only to the extent that such Lender has paid the interest on such amount referred to herein. (de) The obligations of the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Except as otherwise provided in Section 2.03(c), each Borrowing shall be made on notice, given (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than (x) 11:00 a.m. A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing, and (ii) Borrowing in the case of a Borrowing comprising Alternate Base consisting of Eurocurrency Rate AdvancesAdvances denominated in Dollars, not later than (y) 4:00 P.M. (London time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurocurrency Rate Advances denominated in any Committed Currency, or (z) 11:00 a.m. A.M. (New York City time) on the date of the proposed BorrowingBorrowing in the case of a Borrowing consisting of Base Rate Advances, by any the Borrower to the Administrative Agent (and, in the case of a Borrowing consisting of Eurocurrency Rate Advances, simultaneously to the Sub-Agent), which shall give to each Lender prompt notice thereofthereof by telecopier. Each such notice of a Borrowing (a “Notice of Borrowing by any Borrower Borrowing”) shall be by email telephone, confirmed immediately in writing, or any other electronic manner reasonably acceptable to the Administrative Agent, telecopier in substantially the form of Exhibit C B hereto, specifying therein the requested (Ai) date of such Borrowing, (Bii) Type of Advances to be made in connection with comprising such Borrowing, (Ciii) aggregate amount of such Borrowing, and (Div) in the case of a Borrowing comprising Eurodollar consisting of Eurocurrency Rate Advances, the initial Interest Period and currency for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01, and (E) the identity of the Borrower requesting such Borrowing. Each Borrower may request that more than one Borrowing be made on any date. Each Lender shall, before 1:00 p.m. P.M. (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Advances denominated in Dollars, and before 11:00 A.M. (London time) on the date of such Borrowing, in the case of a Borrowing consisting of Eurocurrency Rate Advances denominated in any Committed Currency, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the applicable Agent’s Account, in same day funds, such Lender’s Percentage ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIISection 3.02, the Administrative Agent will make such funds available to such the Borrower at the Administrative Agent’s aforesaid address. (b) Each Notice of Borrowing delivered by any Borrower shall be irrevocable and binding on such Borrower. In the case of any Notice of Borrowing delivered by any Borrower requesting Eurodollar Rate Advances, such Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by such Borrower to fulfill on or before the date specified in such Notice of Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment of deposits or other same day funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date of a Borrowing comprising Eurodollar Rate Advances or (B) 12:00 p.m. (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage 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 at the Agent’s address referred to in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to 8.02 or at the applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing available to the Administrative AgentPayment Office, such Lender and such 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 such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in as the case of such Borrower, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreementmay be. (d) The obligations of the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that each Borrowing shall be made on notice, given (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing, and (ii) Borrowing in the case of a Borrowing comprising Alternate consisting of Eurodollar Rate Advances or the Business Day of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, not later than 11:00 a.m. (New York time) on by the date of the proposed Borrowing, by any Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof. Each such notice of a Borrowing (a “Notice of Borrowing by any Borrower Borrowing”) shall be by email telephone, confirmed immediately in writing or any other electronic manner reasonably acceptable to the Administrative Agent, by telecopier in substantially the form of Exhibit C B hereto, specifying therein the requested (Ai) date of such Borrowing, (Bii) Type of Advances to be made in connection with comprising such Borrowing, (Ciii) aggregate amount of such Borrowing, Borrowing (Div) remittance instructions and (v) in the case of a Borrowing comprising consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01, and (E) the identity of the Borrower requesting such Borrowing. Each Borrower may request that more than one Borrowing be made on any date. Each Lender shall, before 1:00 p.m. P.M. (New York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Agent’s Account, in same day funds, such Lender’s Percentage 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, the Administrative Agent will make such funds available to such the Borrower at the Administrative Agent’s aforesaid addressaddress referred to in Section 9.02. (b) [RESERVED]. (c) [RESERVED]. (d) [RESERVED]. (e) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Borrowing if the aggregate obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.08 or 2.12 and (ii) Eurodollar Rate Advances may not be outstanding at any time as part of more than ten separate Borrowings. (f) Each Notice of Borrowing delivered by any Borrower shall be irrevocable and binding on such the Borrower. In the case of any Borrowing that the related Notice of Borrowing delivered by any Borrower requesting specifies is to be comprised of Eurodollar Rate Advances, such the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by such Borrower to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article IIIIV, including, without limitation, any loss (including excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (cg) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date proposed time of a any Borrowing comprising Eurodollar Rate Advances or (B) 12:00 p.m. (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage share of such Borrowing, the Administrative Agent may assume that such Lender has made such portion share available to the Administrative Agent on the such 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 applicable Borrower on such date a corresponding amount. If and to In such event, if a Lender has not in fact made its share of the extent that such Lender shall not have so made such Percentage of such applicable Borrowing available to the Administrative Agent, then such Lender and such the Borrower severally agree to repay pay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from and including the date such amount is made available to such the Borrower until to but excluding the date such amount is repaid of payment to the Administrative Agent, at (i) in the case of a payment to be made by such BorrowerLender, the interest greater of the Federal Funds Effective Rate and a rate applicable at determined by the time to Advances made Agent in connection accordance with such Borrowing banking industry rules on interbank compensation and (ii) in the case of such Lendera payment to be made by the Borrower, the Federal Funds Rateinterest rate applicable to Base Rate Advances. 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 pays such amount to the Administrative Agent such corresponding amountAgent, then such amount so repaid shall constitute such Lender’s Advance as part of included in such Borrowing for purposes of this AgreementBorrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Agent. (dh) The obligations of the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Except as otherwise provided in Section 2.02(b) or 2.03, each Borrowing shall be made on notice, given (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. 1:00 P.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing, and (ii) in Borrowing by the case of a Borrowing comprising Alternate Base Rate Advances, not later than 11:00 a.m. (New York time) on the date of the proposed Borrowing, by any Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereofthereof by telex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or electronic mail (containing the Notice of Borrowing as an electronic attachment containing a hand-written signature, confirmed immediately by any Borrower shall be by email telephone or any other electronic manner reasonably acceptable to the Administrative Agenttelecopier) or telecopier, in substantially the form of Exhibit C B-1 hereto, specifying therein the requested (Ai) date of such Borrowing, (Bii) Facility under which such Borrowing is to be made, (iii) Type of Advances to be made in connection with Advance comprising such Borrowing, (Civ) aggregate amount of such Borrowing, Borrowing and (Dv) in the case of a Borrowing comprising consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01, and (E) the identity of the Borrower requesting such Borrowing. Each Borrower may request that more than one Borrowing be made on any date. Each Appropriate Lender shall, before 1:00 p.m. P.M. (New York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Administrative Agent’s Account, in same day funds, such Lender’s Percentage 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 such the Borrower at by crediting the Administrative AgentBorrower’s aforesaid address. (b) Each Notice of Borrowing delivered by any Borrower shall be irrevocable and binding on such Borrower. In Account; provided, however, that, in the case of any Notice of Borrowing delivered by any Borrower requesting Eurodollar Rate AdvancesRevolving Credit Borrowing, the Administrative Agent shall first apply such Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result funds to prepay ratably the aggregate principal amount of any failure by Swing Line Advances and Letter of Credit Advances outstanding at such Borrower time, together with interest accrued and unpaid thereon to fulfill on or before the date specified in such Notice and as of Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (ci) Unless the Administrative Agent Each Swing Line Borrowing shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. be made on notice, given not later than 1:00 P.M. (New York time) one Business Day prior to the date of a Borrowing comprising Eurodollar Rate Advances or (B) 12:00 p.m. (New York City time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available the proposed Swing Line Borrowing, by the Borrower to the Administrative Agent such Lender’s Percentage 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 Swing Line Bank and the Administrative Agent may, in reliance upon Agent. Each such assumption, make available to the applicable Borrower on such date notice of a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Swing Line Borrowing available to the Administrative Agent, such Lender and such 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 such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such Borrower, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (d) The obligations of the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.a “

Making the Advances. (a) Each Borrowing shall be made on notice, given notice by the applicable Borrower to the Administrative Agent (a "NOTICE OF BORROWING") received by the Administrative Agent: (i) in the case of a proposed Borrowing comprising comprised of Prime Rate Advances or Base Rate Advances on the day of notice, provided that notice is received by the Administrative Agent not later than 9:00 A.M. (Calgary local time) on the Business Day of such proposed Borrowing; (ii) in the case of a proposed Borrowing comprised of Eurodollar Rate Advances, not later than 11:00 10:00 a.m. (New York Calgary local time) on the third Business Day prior to the date of such proposed Borrowing; and (iii) in the case of a proposed Borrowing comprised of B/A Advances, not later than 10:00 a.m. (Calgary local time) on the second Business Day prior to the date of such proposed Borrowing or, if such Borrowing shall include B/A Loans, on the third Business Day prior to the date of such proposed Borrowing. Each Notice of Borrowing shall be by telecopy, telefax or other teletransmission or by telephone (and if by telephone, confirmed promptly by telecopier, telefax or other teletransmission), in substantially the form of Exhibit B hereto, specifying therein the requested (w) date of such Borrowing, (x) Type of Advances comprising such Borrowing and, additionally, whether such Borrowing consists of Revolving Advances or Term Advances, (y) aggregate amount of such Borrowing, and (iiz) in the case of a Borrowing comprising Alternate Base comprised of Eurodollar Rate Advances, the initial Interest Period and currency for each such Advance, and in the case of a B/A Advance, the initial Contract Period for such B/A Advance. Promptly following receipt of the Notice of Borrowing (and in any event not later than 11:00 10:00 a.m. (New York Calgary local time) on the date of the proposed Borrowing), by any Borrower to the Administrative Agent, which Agent shall give to advise each Lender prompt notice thereof. Each such Notice of Borrowing by any Borrower shall be by email or any other electronic manner reasonably acceptable to the Administrative Agent, in substantially details thereof and of the form of Exhibit C hereto, specifying therein the requested (A) date amount of such Borrowing, (B) Type of Advances Lender's Advance to be made in connection with such Borrowing, (C) aggregate amount of such Borrowing, (D) in the case of a Borrowing comprising Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01, and (E) the identity as part of the Borrower requesting such requested Borrowing. Each Borrower may request that more than one Borrowing be made on any date. Each Lender shall, before 1:00 p.m. 11:00 a.m. (New York Calgary local time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent in care of its Payment Office, or at its address referred such other location designated by notice from the Administrative Agent to in the Lenders pursuant to Section 8.029.02, in same day funds, such Lender’s Percentage 's ratable portion of such Borrowing. After Immediately after the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III3, but no later than 12:00 noon (Calgary local time) on the same date the Administrative Agent will make such funds available to such the applicable Borrower at the Payment Office of the Administrative Agent’s aforesaid address, or at any account of the applicable Borrower maintained by the Administrative Agent (or any successor Administrative Agent) designated by the applicable Borrower and agreed to by the Administrative Agent (or such successor Administrative Agent), in same day funds. (b) If no election as to the Type or duration of Advance is specified, then the requested Advance shall be a Prime Rate Advance (if denominated in Cdn. Dollars) or a Base Rate Advance (if denominated in U.S. Dollars). If no currency is specified, the Advance shall be denominated in Cdn. Dollars. (c) Each Notice of Borrowing delivered by any Borrower shall be irrevocable and binding on such the applicable Borrower. In the case of any Borrowing which the related Notice of Borrowing delivered by any Borrower requesting specified is to be comprised of Eurodollar Rate Advances, if such Advances are not made as a result of any failure to fulfill on or before the date specified for such Borrowing the applicable conditions set forth in Article 3, the applicable Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of such failure, including any failure by such Borrower to fulfill on or before the date specified in such Notice of Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits)loss, cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such dateBorrowing. (cd) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date of a any Borrowing comprising Eurodollar Rate Advances or (B) 12:00 p.m. (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage '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 subsections (a) and (c) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing ratable portion available to the Administrative Agent, such Lender and such the applicable 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 such the applicable Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of Prime Rate for such Borrower, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rateday. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s 's Advance to the applicable Borrower as part of such Borrowing for purposes of this Agreement. (de) The obligations of the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Except as otherwise provided in Section 2.02(b), 2.02(h), 2.02(i) or 2.03, each Borrowing (other than the Sterling Term Loan Advance and the US Term Loan Advance) shall be made on notice, given (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. 2:00 P.M. (New York City time) on the (i) third Business Day prior to the date of the proposed Borrowing, and (ii) Borrowing in the case of a Borrowing comprising Alternate Base consisting of Eurodollar Rate AdvancesAdvances denominated in U.S. dollars, not later than 11:00 a.m. (New York timeii) on fourth Business Day prior to the date of the proposed BorrowingBorrowing in the case of a Borrowing consisting of Eurodollar Rate Advances denominated in Foreign Currencies or (iii) the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances denominated in U.S. dollars, by any the Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof. Each such notice of a Borrowing (a “Notice of Borrowing by any Borrower Borrowing”) shall be by email telephone, confirmed immediately in writing, or any other electronic manner reasonably acceptable to the Administrative Agenttelex or telecopier, in substantially the form of Exhibit C B hereto, specifying therein the requested (Ai) date of such Borrowing, (Bii) Facility under which such Borrowing is to be made, (iii) Type of Advances to be made in connection with comprising such Borrowing, (Civ) aggregate amount of such Borrowing, (Div) the applicable currency of such Borrowing and (vi) in the case of a Borrowing comprising consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01, and (E) the identity of the Borrower requesting such Borrowing. Each Borrower may request that more than one Borrowing be made on any date. Each Appropriate Lender shall, before 1:00 p.m. 2:00 ▇.▇. (New York ▇▇▇ ▇▇▇▇ ▇▇▇▇ time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Administrative Agent’s Account, in same day fundsfunds and in the applicable currency, such Lender’s Percentage 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 such the Borrower at by crediting the Administrative AgentBorrower’s aforesaid address. (b) Each Notice of Borrowing delivered by any Borrower shall be irrevocable and binding on such Borrower. In Account; provided, however, that, in the case of any Notice of Revolving Credit Borrowing delivered by any Borrower requesting Eurodollar Rate Advancesdenominated in U.S. dollars, such Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by such Borrower to fulfill on or before the date specified in such Notice of Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) Unless the Administrative Agent shall have received written notice via facsimile transmission from first make a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior portion of such funds equal to the date aggregate principal amount of a Borrowing comprising Eurodollar Rate any Swing Line Advances and Letter of Credit Advances made by the Swing Line Bank or (B) 12:00 p.m. (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Issuing Bank, as the case may be, and by any other Revolving Credit Lender will not make available to the Administrative Agent such Lender’s Percentage of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent and outstanding on the date of such Borrowing in accordance with subsection (a) Revolving Credit Borrowing, plus interest accrued and unpaid thereon to and as of this Section 2.02 and the Administrative Agent maysuch date, in reliance upon such assumption, make available to the applicable Borrower on Swing Line Bank or the Issuing Bank, as the case may be, and such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage other Revolving Credit Lenders for repayment of such Borrowing available to the Administrative Agent, such Lender Swing Line Advances and such 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 such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case Letter of such Borrower, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this AgreementCredit Advances. (d) The obligations of the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Except as provided in Section 4.03 with respect to LC Facility Borrowings, each Borrowing shall be made on notice, given (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. 12:00 P.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing, and (ii) in the case of a Borrowing comprising Alternate Base consisting of Eurodollar Rate Advances, not later than 11:00 a.m. (New York time) on or the first Business Day prior to the date of the proposed BorrowingBorrowing in the case of a Borrowing consisting of Base Rate Advances, by any the Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereofthereof by telecopier or electronic communication. Each such Notice notice of a Borrowing by any Borrower shall be in writing, or by email telecopier, electronic communication or any other electronic manner reasonably acceptable to the Administrative Agentby telephone, confirmed immediately in writing, in substantially the form of Exhibit C hereto, specifying therein the requested (Ai) date of such Borrowing, (Bii) Senior Secured Facility under which such Borrowing is to be made, (iii) Type of Advances to be made in connection with comprising such Borrowing, (Civ) aggregate amount of such Borrowing, (Dv) in the case of a Borrowing comprising consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance, Advance and (vi) the account into which the proceeds of such Borrowing shall be subject to the limitations stated deposited (which shall be, in the definition case of Tranche A Advances and Delayed Draw Advances, except as expressly provided in the funds flow memorandum provided pursuant to Section 6.01(m), the Construction Disbursement Account or the Debt Service Reserve Account) (each such notice, a “Interest Period” in Section 1.01, and (E) the identity of the Borrower requesting such BorrowingFunding Notice”). Each Borrower may request that more than one Borrowing be made on any date. Each Appropriate Lender shall, before 1:00 p.m. 12:00 P.M. (New York City time) on the date of such Borrowing, make available by wire transfer for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Administrative Agent’s Account, in same day funds, such Lender’s Percentage ratable portion of such Borrowing, in accordance with the respective Commitments under the applicable Senior Secured Facility of such Lender and the other Appropriate Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment or waiver of the applicable conditions set forth in Article IIIVI, the Administrative Agent will make such funds available to such the Borrower at the Administrative Agent’s aforesaid address. (b) Each Notice of Borrowing delivered by any Borrower shall be irrevocable and binding on such Borrower. In the case of any Notice of Borrowing delivered by any Borrower requesting Eurodollar Rate Advances, such Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by such Borrower to fulfill on or before the date specified in such Notice of Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date of a Borrowing comprising Eurodollar Rate Advances or (B) 12:00 p.m. (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage 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 Depositary Agreement and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing available to the Administrative Agent, such Lender and such 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 such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such Borrower, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreementother Loan Documents. (d) The obligations of the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each (i) Except as otherwise provided in Section 2.02(a)(ii), each Borrowing shall be made on notice, given (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 (x) 10:00 a.m. (New York City time) on the date of a proposed Borrowing consisting of Base Rate Advances and (y) 12:00 noon (New York City time) on the third Business Day prior to the date of the a proposed Borrowing, and (ii) in the case Borrowing consisting of a Borrowing comprising Alternate Base Eurocurrency Rate Advances, not later than 11:00 a.m. (New York time) on in each case by the date of the proposed Borrowing, by any Borrower Company to the Administrative applicable Agent, which shall give to each Appropriate Lender prompt notice thereofthereof by telecopier or electronic mail. Each such notice of a Borrowing (a “Notice of Borrowing by any Borrower Borrowing”) shall be by email or any other electronic manner reasonably acceptable (x) in the case of delivery to the Pro Rata Administrative Agent, by electronic mail or telephone, confirmed immediately in writing by hand delivery or electronic mail and (y) in the case of delivery to the Term Loan B Administrative Agent, by telecopier or telephone, confirmed immediately in writing by hand delivery or telecopier, in each case in substantially the form of Exhibit C A hereto, specifying therein the requested (A) date of such Borrowing, (B) Type Facility of Advances to be made in connection with such Borrowing, (C) Type of Advances comprising such Borrowing, (D) aggregate amount of such Borrowing, and (DE) in the case of a Borrowing comprising Eurodollar comprised of Eurocurrency Rate Advances, the initial Interest Period for each such Advance. The Company may, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01conditions herein provided, and (E) the identity of the Borrower requesting such Borrowing. Each Borrower may request that borrow more than one Borrowing be made on any dateBusiness Day. Each Appropriate Lender shall, before 1:00 p.m. (New York City time) in the case of a Borrowing consisting of Base Rate Advances or before 11:00 a.m. (New York City time) in the case of a Borrowing consisting of Eurocurrency Rate Advances, in each case on the requested date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative applicable Agent at its applicable address referred to in Section 8.029.02, in same day funds, such Lender’s Percentage ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon Upon fulfillment of the applicable conditions set forth in Article IIISection 3.01, 3.02 or 3.03, as applicable, the Administrative applicable Agent will make such funds available to the Company in like funds as received by the applicable Agent either by (1) crediting the account of the Company on the books of the applicable Agent with the amount of such Borrower funds or (2) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the applicable Agent by the Company; provided, however, that if the Company has an outstanding Swing Line Advance at the Administrative Agent’s aforesaid address. (b) Each Notice time of a requested Borrowing delivered by any Borrower shall be irrevocable and binding on such Borrower. In the case of any Notice of Borrowing delivered by any Borrower requesting Eurodollar Rate Revolving Loan Advances, such Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by such Borrower to fulfill on or before the date specified in such Notice of Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) Unless the Pro Rata Administrative Agent shall have received written notice via facsimile transmission from first make a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior portion of such funds equal to the date aggregate principal amount of a Borrowing comprising Eurodollar Rate any Swing Line Advances or (B) 12:00 p.m. (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available made to the Administrative Agent such Lender’s Percentage of such Borrowing, Company by 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 applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing available to the Administrative Agent, such Lender and such 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 such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such Borrower, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (d) The obligations of the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to make the Advance to be made Swing Line Banks or held by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance and outstanding on the date of such Borrowing, but no Lender shall be responsible for plus interest accrued and unpaid thereon to and as of such date, available to the failure of any other Lender to make the Advance to be made by Swing Line Banks and such other Lender on the date Lenders for repayment of any Borrowingsuch Swing Line Advances.

Making the Advances. (a) Each Except as otherwise provided in Section 2.02(b), or 2.03, each Borrowing (other than a Swing Line Borrowing) shall be made on notice, given (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing, and (ii) Borrowing in the case of a Borrowing comprising Alternate Base consisting of Eurodollar Rate Advances, not later than 11:00 a.m. (New York time) on or the first Business Day prior to the date of the proposed BorrowingBorrowing in the case of a Borrowing consisting of Base Rate Advances, by any Borrower the Borrowers to the Administrative Agent, which shall give to each Lender prompt notice thereofthereof by telex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing by any Borrower Borrowing”) shall be by email telephone, confirmed promptly in writing, or any other electronic manner reasonably acceptable to the Administrative Agenttelex or telecopier, in substantially the form of Exhibit C B-1 hereto, specifying therein the requested (Ai) date of such Borrowing, (Bii) the Facility under which such Borrowing is to be made, (iii) Type of Advances to be made in connection with comprising such Borrowing, (Civ) aggregate amount of such Borrowing, Borrowing and (Dv) in the case of a Borrowing comprising consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01, and (E) the identity of the Borrower requesting such Borrowing. Each Borrower may request that more than one Borrowing be made on any date. Each Lender shall, before 1:00 p.m. 11:00 A.M. (New York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Administrative Agent’s Office, in same day funds, such Lender’s Percentage ratable portion of such BorrowingBorrowing in accordance with the respective Commitments of such Lender and the other Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrowers by crediting the Borrower’s Account or such Borrower at other account as the Administrative Agent’s aforesaid address. (b) Each Notice of Borrowing delivered by any Borrower Borrowers shall be irrevocable and binding on such Borrower. In request; provided, however, that, in the case of any Notice of Borrowing delivered by any Borrower requesting Eurodollar Rate Revolving Credit Advances, such Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by such Borrower to fulfill on or before the date specified in such Notice of Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior first apply such funds to (A) 5:00 p.m. (New York time) one Business Day prior to prepay ratably the date of a Borrowing comprising Eurodollar Rate Advances or (B) 12:00 p.m. (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage 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 applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing available to the Administrative Agent, such Lender and such Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding aggregate principal amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such Borrower, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (d) The obligations of the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to make the Advance to be made by it as part Letter of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance Credit Advances outstanding on the date of such Borrowing, but no Lender shall be responsible for the failure plus interest accrued and unpaid thereon to and as of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowingdate.

Making the Advances. (a) Each Borrowing shall be made on noticenotice by the Borrower, given (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. (New York x) 9:00 A.M. (Chicago time) on the third Business Day prior to the date of Closing Date (or, at such later time as the proposed BorrowingAdministrative Agent, and (iiin its reasonable discretion, may agree to) in the case of a Borrowing comprising Alternate consisting of Eurocurrency Rate Advances or (y) 9:00 A.M. (Chicago time) on the Closing Date in the case of a Borrowing consisting of Base Rate Advances, not later than 11:00 a.m. (New York time) on the date of the proposed Borrowing, by any Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereofthereof by telecopier or other electronic communication. Each such The notice of a Borrowing (the “Notice of Borrowing by any Borrower Borrowing”) shall be by email telephone, confirmed immediately in writing, including by telecopier (or any other electronic manner reasonably acceptable to the Administrative Agent, communication) in substantially the form of Exhibit C A hereto, specifying therein the requested (Ai) date of such BorrowingBorrowing (which shall be a Business Day), (Bii) Type of Advances to be made in connection with comprising such Borrowing, (Ciii) aggregate amount of such Borrowing, (Div) in the case of a Borrowing comprising Eurodollar Rate Advances, the initial Interest Period for each such Advance, which if such Borrowing shall be subject is to the limitations stated in the definition consist of “Interest Period” in Section 1.01Eurocurrency Rate Advances, and (Ev) account or accounts in which the identity proceeds of the Borrower requesting such Borrowing. Each Borrower may request that more than one Borrowing should be made on any datecredited. Each Lender shall, before 1:00 p.m. 11:00 A.M. (New York Chicago time) on the date of such Borrowing, Closing Date make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the applicable Administrative Agent’s Office, in same day funds, such Lender’s Percentage ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to such the Borrower at in immediately available funds to the account or accounts specified by the Borrower to the Administrative Agent’s aforesaid addressAgent in the Notice of Borrowing relating to the applicable Borrowing. (b) Each Anything in Section 2.02(a) to the contrary notwithstanding, (i) the Borrower may not select Eurocurrency Rate Advances if the obligation of the Lenders to make Eurocurrency Rate Advances shall then be suspended pursuant to Section 2.07 or 2.11 and (ii) the Eurocurrency Rate Advances may not be outstanding as part of more than ten separate Borrowings. (c) The Notice of Borrowing delivered by any Borrower shall be irrevocable and binding on such the Borrower. In the case of any Borrowing that the related Notice of Borrowing delivered by any Borrower requesting Eurodollar specifies is to be comprised of Eurocurrency Rate Advances, such the Borrower shall indemnify each Lender against any reasonable loss, cost or expense incurred by such Lender as a result of any failure by such Borrower to fulfill on or before the date specified in such Notice of Borrowing Closing Date the applicable conditions set forth in Article III, including, without limitation, any reasonable loss (including excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (cd) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date time of a any Borrowing comprising Eurodollar Rate Advances or (B) 12:00 p.m. (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage 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 Closing Date in accordance with subsection (aSection 2.02(a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent that such any Lender shall not have so made such Percentage of such Borrowing ratable portion available to the Administrative Agent, such Lender and such the Borrower severally agree to pay or to repay 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 such the Borrower until the date such amount is paid or repaid to the Administrative Agent, at (i) in the case of such the Borrower, the higher of (A) the interest rate applicable at the time to Advances made in connection with comprising such Borrowing and (B) the cost of funds incurred by the Administrative Agent in respect of such amount and (ii) in the case of such Lender, the greater of the Federal Funds RateRate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender shall repay pay to the Administrative Agent such corresponding principal amount, such amount so repaid paid shall constitute such Lender’s Advance as part of such Borrowing for all purposes of this Agreement. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (de) The obligations of the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such BorrowingClosing Date, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of Closing Date. (f) If any BorrowingLender makes available to the Administrative Agent funds for any Advance to be made by such Lender as provided herein, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to such Borrowing are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall promptly return such funds (in like funds as received from such Lender) to such Lender, without interest.

Making the Advances. (a) Each Except as otherwise provided in Section 2.02(b), 2.03 or 2.21, each Borrowing shall be made on notice, given not later than 11:00 A.M. (iNew York City time) (or (5:30 P.M. (New York City time) in the case of a Borrowing comprising Eurodollar any Base Rate Advances, not later than 11:00 a.m. (New York timeAdvance in the Initial Extension of Credit)) on the third Business Day prior to the date of the proposed Borrowing, and (ii) Borrowing in the case of a Borrowing comprising Alternate Base consisting of Eurodollar Rate Advances, not later than 11:00 a.m. (New York time) on or the first Business Day prior to the date of the proposed BorrowingBorrowing in the case of a Borrowing consisting of Base Rate Advances, by any the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereofthereof by telex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing by any Borrower Borrowing”) shall be by email telephone, confirmed promptly in writing, or any other electronic manner reasonably acceptable to the Administrative Agenttelex or telecopier, in substantially the form of Exhibit C B hereto, specifying therein the requested (Ai) date of such Borrowing, (Bii) the Facility under which such Borrowing is to be made, (iii) Type of Advances to be made in connection with comprising such Borrowing, (Civ) aggregate amount of such Borrowing, Borrowing and (Dv) in the case of a Borrowing comprising consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01, and (E) the identity of the Borrower requesting such Borrowing. Each Borrower may request that more than one Borrowing be made on any date. Each Lender shall, before 1:00 p.m. 11:00 A.M. (New York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Administrative Agent’s Account, in same day funds, such Lender’s Percentage ratable portion of such BorrowingBorrowing in accordance with the respective Commitments of such Lender and the other Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s Account or such Borrower at other account as the Administrative Agent’s aforesaid address. (b) Each Notice of Borrowing delivered by any Borrower shall be irrevocable and binding on such Borrower. In request; provided, however, that, in the case of any Notice of Borrowing delivered by any Borrower requesting Eurodollar Rate Non-rollup Revolving Credit Advances, such Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by such Borrower to fulfill on or before the date specified in such Notice of Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior first apply such funds to (A) 5:00 p.m. (New York time) one Business Day prior to prepay ratably the date of a Borrowing comprising Eurodollar Rate Advances or (B) 12:00 p.m. (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage 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 applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing available to the Administrative Agent, such Lender and such Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding aggregate principal amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such Borrower, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (d) The obligations of the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to make the Advance to be made by it as part Letter of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance Credit Advances outstanding on the date of such Borrowing, but no Lender shall be responsible for the failure plus interest accrued and unpaid thereon to and as of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowingdate.

Making the Advances. (a) Each Except as otherwise provided in Section 2.03(c), each Borrowing shall be made on notice, given (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than (x) 11:00 a.m. A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing, and (ii) Borrowing in the case of a Borrowing comprising Alternate Base consisting of Eurocurrency RateTerm SOFR Advances denominated in Dollars, (y) 4:00 P.M. (London time) on the thirdfifth Business Day prior to the date of the proposed Borrowing in the case of a Revolving Credit Borrowing consisting of Eurocurrency Rate AdvancesAdvances or Daily Simple ▇▇▇▇▇ Advances denominated in anythe respective Committed Currency, not later than or (z) 11:00 a.m. A.M. (New York City time) on the date of the proposed BorrowingBorrowing in the case of a Revolving Credit Borrowing consisting of Base Rate Advances, by any the Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereofthereof by e-mail. Each such notice of a Borrowing (a “Notice of Borrowing by any Borrower Borrowing”) shall be by email or any other electronic manner reasonably acceptable to the Administrative Agenttelephone, confirmed immediately in writing in substantially the form of Exhibit C B hereto, specifying therein the requested (Ai) date and Facility of such Borrowing, (Bii) Type of Advances to be made in connection with comprising such Borrowing, (Ciii) aggregate amount of such Borrowing, and (Div) in the case of a Borrowing comprising Eurodollar consisting of Term SOFR Advances and/or Eurocurrency Rate Advances, the initial Interest Period and, if a Revolving Credit Borrowing, currency for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01, and (E) the identity of the Borrower requesting such Borrowing. Each Borrower may request that more than one Borrowing be made on any date. Each Appropriate Lender shall, shall (1) before 1:00 p.m. 11:00 A.M. (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Eurocurrency RateTerm SOFR Advances denominated in Dollars, (2) before 11:00 A.M. (London time) on the date of such Revolving Credit Borrowing, in the case of a Revolving Credit Borrowing consisting of Eurocurrency Rate Advances or Daily Simple ▇▇▇▇▇ Advances denominated in any Committed Currency and (3) before 1:00 P.M. (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Base Rate Advances, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the applicable Agent’s Account, in same day funds, such Lender’s Percentage ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to such the Borrower at the Administrative Agent’s aforesaid addressaddress 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 Term SOFR Advances, Eurocurrency Rate Advances or Daily Simple ▇▇▇▇▇ Advances for any Borrowing if the aggregate amount of such Borrowing is less than the Borrowing Minimum or if the obligation of the Lenders to make Eurocurrency Ratesuch Advances shall then be suspended pursuant to Section 2.08 or 2.12 and (ii) the Term SOFR Advances, Eurocurrency Rate Advances or Daily Simple ▇▇▇▇▇ Advances may not be outstanding as part of more than six separate Term Borrowings, Term 2 Borrowings, Tranche B Borrowings or Tranche B2 Borrowings and ten separate Revolving Credit Borrowings. (c) Each Notice of Borrowing delivered by any Borrower shall be irrevocable and binding on such the Borrower. In the case of any Borrowing that the related Notice of Borrowing delivered by any Borrower requesting Eurodollar Rate specifies is to be comprised of Term SOFR Advances, such Eurocurrency Rate Advances or Daily Simple ▇▇▇▇▇ Advances, the Borrower shall indemnify each Appropriate Lender against any loss, cost or expense incurred by such Lender as a result of any failure by such Borrower to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article IIIherein, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (cd) Unless the Administrative Agent shall have received written notice via facsimile transmission from a an Appropriate Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date time of a any Borrowing comprising Eurodollar Rate Advances or (B) 12:00 p.m. (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) or (b) of this Section 2.02 2.02, as applicable, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing ratable portion available to the Administrative Agent, such Lender and such 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 such the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such the Borrower, the higher of (A) the interest rate applicable at the time to the Advances made in connection with comprising such Borrowing and (B) the cost of funds incurred by the Agent in respect of such amount and (ii) in the case of such Lender, (A) the Federal Funds RateRate in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (de) The obligations of the Lenders hereunder to make Advances and to make payments pursuant to Section 9.04(c) are several and not joint. The failure of any Appropriate Lender to make the any Advance or to be made by it as part of make any Borrowing payment under Section 9.04(c) on any date required hereunder shall not relieve any other Appropriate Lender of its obligation, if any, hereunder corresponding obligation to make its Advance do so on the such date of such Borrowing, but and no Lender shall be responsible for the failure of any other Lender to make the its Advance or to be made by such other Lender on the date of any Borrowingmake its payment under Section 9.04(c).

Making the Advances. (a) Each Borrowing shall be made on notice, given (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. (x) 1:00 p.m. (New York City time) on the third U.S. Government Securities Business Day prior to the date of the proposed Borrowing, and (ii) Borrowing in the case of a Borrowing comprising Alternate consisting of SOFR Advances or (y) 1:00 p.m. (New York City time) on the day of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, not later than 11:00 a.m. (New York time) on by the date of the proposed Borrowing, by any Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereofthereof by telecopier or e-mail. Each such notice of a Borrowing (a “Notice of Borrowing by any Borrower Borrowing”) shall be by email in writing, sent via telecopier or any other electronic manner reasonably acceptable to the Administrative Agent, e-mail in substantially the form of Exhibit C B hereto, specifying therein the requested (Ai) date of such Borrowing, (Bii) Type of Advances to be made in connection with comprising such Borrowing, (Ciii) aggregate amount of such Borrowing, and (Div) in the case of a Borrowing comprising Eurodollar Rate consisting of SOFR Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01, and (E) the identity of the Borrower requesting such Borrowing. Each Borrower may request that more than one Borrowing be made on any date. Each Lender shall, before 1:00 p.m. 3:00 P.M. (New York City time) on the date of such Borrowing, Borrowing make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Agent’s Account, in same day funds, such Lender▇▇▇▇▇▇’s Percentage ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to such the Borrower either by (i) crediting the account of the Borrower at the Administrative Agent’s aforesaid addressaddress referred to in Section 8.02 or (ii) wire transfer of such funds, in each case as designated by the Borrower. (a) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select SOFR Advances for any Borrowing if the aggregate amount of such Borrowing is less than $10,000,000 or if the obligation of the Lenders to make SOFR Advances shall then be suspended pursuant to Section 2.07 or 2.11 and (ii) the SOFR Advances may not be outstanding as part of more than ten separate Borrowings. (b) Each Notice of Borrowing delivered by any Borrower shall be irrevocable and binding on such the Borrower. In the case of any Borrowing that the related Notice of Borrowing delivered by any Borrower requesting Eurodollar Rate specifies is to be comprised of SOFR Advances, such the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by such Borrower to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits)loss, cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date time of a any Borrowing comprising Eurodollar Rate Advances or (B) 12:00 p.m. (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender▇▇▇▇▇▇’s Percentage 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 applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing ratable portion available to the Administrative Agent, such Lender and such 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 such the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such the Borrower, the interest rate applicable at the time to Advances made in connection with 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 Advance as part of such Borrowing for purposes of this AgreementAgreement and the Borrower shall not also be required to repay such amount to the Agent. (d) The obligations of the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Except as otherwise provided in Section 2.03(c), each Borrowing shall be made on notice, given (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. (New York timex) 12:00 noon on the third Business Day prior to the date of the proposed Borrowing, and (ii) Borrowing in the case of a Borrowing comprising Alternate Base consisting of Eurodollar Rate Advances, not later than 11:00 a.m. Advances or (New York timey) 12:00 noon on the date of the proposed BorrowingBorrowing in the case of a Borrowing consisting of Base Rate Advances, by any the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereofthereof by facsimile. Each such notice of a Borrowing (a “Notice of Borrowing by any Borrower Borrowing”) shall be in writing or by email or any other electronic manner reasonably acceptable to the Administrative Agent, facsimile in substantially the form of Exhibit C B hereto, specifying therein the requested (Ai) date of such Borrowing, (Bii) Type of Advances to be made in connection with comprising such Borrowing, (Ciii) aggregate amount of such Borrowing, and (Div) in the case of a Borrowing comprising consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01, and (E) the identity of the Borrower requesting such Borrowing. Each Borrower may request that more than one Borrowing be made on any date. Each Lender shall, in the case of a Borrowing consisting of Base Rate Advances, before 1:00 2:00 p.m. (New York time) on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Agent’s Account, in same day funds, such Lender’s Percentage Ratable Share of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to such the Borrower at the Administrative Agent’s aforesaid addressaddress referred to in Section 8.02 or as requested by the Borrower in the applicable Notice of Borrowing. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $10,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.08 or 2.12 and (ii) at no time shall there be more than fifteen different Interest Periods outstanding for Eurodollar Rate Advances. (c) Each Notice of Borrowing delivered by any Borrower shall be irrevocable and binding on such the Borrower. In the case of any Borrowing that the related Notice of Borrowing delivered by any Borrower requesting specifies is to be comprised of Eurodollar Rate Advances, such the Borrower shall indemnify each Lender against any loss, cost or expense reasonably incurred by such Lender as a result of any failure by such Borrower to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (cd) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date time of a the applicable Borrowing comprising Eurodollar Rate Advances or (B) 12:00 p.m. (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage Ratable Share 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 applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing Ratable Share available to the Administrative Agent, such Lender and such the Borrower severally agree to repay to the Administrative 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 such the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such the Borrower, the interest rate applicable at the time to Advances made in connection with comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If the Borrower and such Lender shall pay such interest to the 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 Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (de) The obligations of the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Borrowing shall be made on notice, given (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. (New York City time) (i) on the third Business Day prior to the date of the proposed Borrowing, and (ii) in the case of a Borrowing comprising Alternate Base comprised of Eurodollar Rate Advances, not later than 11:00 a.m. Advances and (New York timeii) on the date of the proposed Borrowing, in the case of a Borrowing comprised of Base Rate Advances, in each case by any the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereofthereof by telecopier, telex or cable. Each such notice of a Borrowing (a "Notice of Borrowing by any Borrower Borrowing") shall be by email telecopier, telex or any other electronic manner reasonably acceptable to the Administrative Agentcable, in substantially the form of Exhibit C 2.02 (a) hereto, specifying therein the requested (A) date of such Borrowing, (B) Type of Advances to be made in connection with comprising such Borrowing, (C) aggregate amount of such Borrowing, Borrowing and (D) in the case of a Borrowing comprising comprised of Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01, and (E) the identity of the Borrower requesting such Borrowing. Each Borrower may request that more than one Borrowing be made on any date. Each Lender shall, before 1:00 p.m. (New York timex) 12:00 noon on the date of such Borrowing, in the case of a Borrowing comprised of Eurodollar Rate Advances, and (y) 1:00 p.m. on the date of such Borrowing, in the case of a Borrowing comprised of Base Rate Advances, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02, in same day funds, such Lender’s Percentage 's ratable portion of such Borrowing. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will promptly make such funds available to such the Borrower at the Administrative Agent’s 's aforesaid address. (b) Each Notice of Borrowing delivered by any Borrower shall be irrevocable and binding on such the Borrower. In the case of any Borrowing which the related Notice of Borrowing delivered by any Borrower requesting specifies is to be comprised of Eurodollar Rate Advances, such the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by such Borrower to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits)loss, cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender to fund the Eurodollar Rate Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date of a any Borrowing comprising Eurodollar Rate Advances or (B) 12:00 p.m. (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage 's Advance as part of such Borrowing, the Administrative Agent may assume that such Lender has made such portion Advance 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 applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing Advance available to the Administrative Agent, such Lender and such the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount amount, together with interest thereon, for each day from the date such amount is made available to such the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such the Borrower, the interest rate applicable at the time to Advances made in connection with 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 's Advance as part of such Borrowing for purposes of this Agreement. (d) The obligations of the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Borrowing shall be made on notice, given not later than 11:00 A.M. (iNew York City time) on the day of such proposed Borrowing, in the case of a Borrowing comprising Eurodollar comprised of Base Rate Advances, not later than 11:00 a.m. (New York time) or on the third Business Day prior to the date of the proposed Borrowing, and (ii) in the case of a Borrowing comprising Alternate Base comprised of Eurodollar Rate Advances, not later than 11:00 a.m. (New York time) on by the date of the proposed Borrowing, by any Borrower Company to the Administrative Agent, which shall give to each Lender prompt notice thereofthereof by telex, telecopier or cable. Each such notice of a Borrowing (a "Notice of Borrowing by any Borrower Borrowing") shall be by email telex, telecopier or any other electronic manner reasonably acceptable to the Administrative Agentcable, confirmed promptly in writing, in substantially the form of Exhibit C A-1 hereto, specifying therein the requested (Ai) date of such Borrowing, (Bii) Type of Advances to be made in connection with comprising such Borrowing, (Ciii) aggregate amount of such Borrowing, and (Div) in the case of a Borrowing comprising comprised of Eurodollar Rate Advances, the initial Interest Period for each such Advance. In the case of a proposed Borrowing comprised of Eurodollar Rate Advances, which Borrowing the Administrative Agent shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01, and (E) the identity promptly notify each Lender of the Borrower requesting such Borrowing. Each Borrower may request that more than one Borrowing be made on any dateapplicable interest rate under Section 2.07(b). Each Lender shall, before 1:00 p.m. P.M. (New York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02, in same day funds, such Lender’s Percentage 's ratable portion of such Borrowing. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to such Borrower the Company at the Administrative Agent’s 's aforesaid address. (b) Each Notice of Borrowing delivered by any Borrower shall be irrevocable and binding on such Borrower. In the case Company and, in respect of any Notice Borrowing comprised of Borrowing delivered by any Borrower requesting Eurodollar Rate Advances, such Borrower the Company shall indemnify each Lender against any loss, cost loss or expense incurred by such Lender as a result of any failure by such Borrower the Company to fulfill on or before the date specified in for such Notice of Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost ) or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date of a any Borrowing comprising Eurodollar Rate Advances or (B) 12:00 p.m. (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage '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 applicable Borrower Company on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing ratable portion available to the Administrative Agent, such Lender and such Borrower the Company severally agree to repay to the Administrative Agent (without duplication), forthwith on demand demand, such corresponding amount amount, together with interest thereon, thereon for each day from the date such amount is made available to such Borrower the Company until the date such amount is repaid to the Administrative Agent, at (ix) in the case of such Borrowerthe Company, at the interest rate applicable at the time to Advances made in connection with comprising such Borrowing and (iiy) in the case of such Lender, at 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 Advance as part of such Borrowing for purposes of this Agreement. (d) The obligations of the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing. (e) If, for any reason, a Borrowing is not made on the date specified in any Notice of Borrowing, the Administrative Agent hereby agrees to repay to each Lender the amount, if any, which such Lender has made available to the Administrative Agent as such Lender's ratable portion of such Borrowing, together with interest thereon for each day from the date such amount is made available to the Administrative Agent until the date such amount is repaid to such Lender, at the Federal Funds Rate.

Making the Advances. (a) Each Borrowing shall be made on notice, given not later than 12:00 Noon (iNew York City time) (or, in the case of a Borrowing comprising Eurodollar Rate Advancesin an Alternate Currency, not later than 11:00 a.m. (New York London time) on the third Business Day prior to next preceding the date of the proposed Borrowing, and (ii) such Borrowing in the case of a Borrowing comprising Alternate consisting of Eurocurrency Rate Advances, or 11:30 A.M. (New York City time) on the Business Day of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, not later than 11:00 a.m. (New York time) on the date of the proposed Borrowing, by any either Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereofthereof by telecopier. Each such notice of a Borrowing (a “Notice of Borrowing by any Borrower Borrowing”) shall be by email telephone, confirmed immediately in writing or any other electronic manner reasonably acceptable to the Administrative Agentby telecopier, in substantially the form of Exhibit C heretoB, specifying therein the requested (Ai) date of such Borrowing, (Bii) Currency and Type of Advances to be made in connection with comprising such Borrowing, (Ciii) aggregate amount of such Borrowing, Borrowing and (Div) in the case of a Borrowing comprising Eurodollar consisting of Eurocurrency Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01, and (E) the identity of the Borrower requesting such Borrowing. Each Borrower may request that more than one Borrowing be made on any date. Each Lender shall, before 10:00 A.M. (Local Time) on the date of such Borrowing in the case of a Borrowing consisting of Eurocurrency Rate Advances, or 1:00 p.m. P.M. (New York City time) on the date of such BorrowingBorrowing in the case of a Borrowing consisting of Base Rate Advances, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Administrative Agent’s Account for the relevant Currency, in same day funds, such Lender’s Percentage ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will will, not later than 11:00 A.M. (Local Time) on the date of such Borrowing in the case of a Borrowing consisting of Eurocurrency Rate Advances, or 2:00 P.M. (New York City time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate Advances, make such funds available to such Borrower at the Administrative Agent’s aforesaid addressaddress referred to in Section 8.02. (b) Each Notice of Borrowing delivered by any Borrower shall be irrevocable and binding on such Borrower. In the case of any Notice of Borrowing delivered by any Borrower requesting Eurodollar Rate Advances, such Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by such Borrower to fulfill on or before the date specified in such Notice of Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date of a Borrowing comprising Eurodollar Rate Advances or (B) 12:00 p.m. (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage 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 applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing available to the Administrative Agent, such Lender and such 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 such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such Borrower, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (d) The obligations of the Lenders hereunder to make Advances are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) by the Company to the Agent, in the case of a proposed Borrowing comprised of Base Rate Advances, on the date of such proposed Borrowing and in the case of a proposed Borrowing comprised of Eurodollar Rate Advances, three Business Days prior to the date of such proposed Borrowing. The Agent shall give each Bank prompt notice thereof by telecopy, telex or cable. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telecopy, telex or cable, confirmed immediately in writing, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) in the case of a proposed Borrowing comprised of Eurodollar Rate Advances, initial Interest Period for each such Advance and (iv) aggregate amount of such Borrowing. The Company shall certify, in each Notice of Borrowing, the Credit Ratings, if any, then in effect. In the case of a proposed Borrowing comprised of Eurodollar Rate Advances, the Agent shall promptly notify each Bank and the Company of the applicable interest rate under Section 2.07(b). (b) Each Bank shall make available for the account of its Applicable Lending Office: (i) in the case of a Borrowing comprising Eurodollar comprised of Base Rate Advances, not later than 11:00 a.m. to the Agent before 12:00 noon (New York City time)(or, if the applicable Notice of Borrowing shall have been given on the date of such Borrowing, before 4:00 P.M. (New York City time)) on the third Business Day prior date of such Borrowing, at such account maintained at the Payment Office as shall have been notified by the Agent to the date Banks prior thereto and in same day funds, such Bank’s ratable portion of the proposed such Borrowing, and ; and (ii) in the case of a Borrowing comprising Alternate Base Rate Advances, not later than 11:00 a.m. (New York time) on the date comprised of the proposed Borrowing, by any Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof. Each such Notice of Borrowing by any Borrower shall be by email or any other electronic manner reasonably acceptable to the Administrative Agent, in substantially the form of Exhibit C hereto, specifying therein the requested (A) date of such Borrowing, (B) Type of Advances to be made in connection with such Borrowing, (C) aggregate amount of such Borrowing, (D) in the case of a Borrowing comprising Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01, and (E) the identity of the Borrower requesting such Borrowing. Each Borrower may request that more than one Borrowing be made on any date. Each Lender shall, Agent before 1:00 p.m. 12:00 noon (New York City time) on the date of such Borrowing, make available for at such account maintained at the account of its Applicable Lending Payment Office as shall have been notified by the Agent to the Administrative Agent at its address referred to in Section 8.02, Banks prior thereto and in same day funds, such LenderBank’s Percentage ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to such Borrower the Company at the Administrative Agent’s aforesaid addressapplicable Payment Office. (bc) Each Notice of Borrowing delivered by any Borrower shall be irrevocable and binding on such Borrowerthe Company. In the case of any Borrowing which the related Notice of Borrowing delivered by any Borrower requesting specifies is to be comprised of Eurodollar Rate Advances, such Borrower the Company shall indemnify each Lender Bank against any loss, cost or expense reasonably incurred by such Lender Bank as a result of any failure by such Borrower to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits)loss, cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender Bank to fund the Advance to be made by such Lender Bank as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (cd) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day Bank prior to the date of a any Borrowing comprising Eurodollar Rate Advances or (B) 12:00 p.m. (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender Bank will not make available to the Administrative Agent such LenderBank’s Percentage ratable portion of such Borrowing, the Administrative Agent may assume that such Lender Bank has made such portion available to the Administrative Agent it on the date of such Borrowing in accordance with subsection (ab) of this Section 2.02 and the Administrative Agent it may, in reliance upon such assumption, make (but shall not be required to make) available to the applicable Borrower Company on such date a corresponding amount. If and to the extent that such Lender Bank shall not have so made such Percentage of such Borrowing ratable portion available to the Administrative Agent, such Lender Bank and such Borrower the Company 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 such Borrower the Company until the date such amount is repaid to the Administrative Agent, Agent at (i) in the case of such Borrowerthe Company, the interest rate applicable at the time to Advances made in connection with comprising such Borrowing and (ii) in the case of such LenderBank, the Federal Funds RateRate or the Agent’s overdraft cost, if higher. If such Lender Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such LenderBank’s Advance as part of such Borrowing for purposes of this Agreement. (de) The obligations of the Lenders hereunder to make Advances are several and not joint. The failure of any Lender Bank to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender Bank of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender Bank shall be responsible for the failure of any other Lender Bank to make the Advance to be made by such other Lender Bank on the date of any Borrowing.