Common use of Procedure for Borrowing Clause in Contracts

Procedure for Borrowing. (a) A Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower (or a Registrant on its behalf) shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 1:00 P.M. New York City time on the requested Borrowing Date in accordance with Section 9.2), specifying (i) the amount to be borrowed, and (ii) the requested Borrowing Date. Subject to Section 2.15, the aggregate amount of each borrowing by a Borrower under the Commitments on any Borrowing Date shall be in an amount equal to $100,000 or a whole multiple of $100,000 in excess thereof (or, if the then Available Commitments are less than $100,000, such lesser amount). Upon receipt of any such notice from a Borrower (or a Registrant on its behalf), the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of such Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 4:00 P.M., New York City time, on the Borrowing Date requested by such Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to such Borrower on such Borrowing Date by the Administrative Agent’s transferring by wire to the account of such Borrower the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent; provided that if, on the Borrowing Date of any Revolving Credit Loans of a Borrower, any Swing Line Loans to such Borrower shall be outstanding, the proceeds of such Revolving Credit Loans to such Borrower shall first be applied to pay in full such Swing Line Loans, with any remaining proceeds to be made available to such Borrower as provided above. (b) Notwithstanding any other provision hereof to the contrary, the Bank-Advisors may not, and shall not have the obligation to, (i) lend to (including, without limitation as a Swing Line Lender), (ii) participate or purchase a participation in, or make a Revolving Credit Loan to refund, repay or refinance, any Loan (including, without limitation, any Swing Line Loan) made by an Other Lender (including, without limitation, the Swing Line Lender) to, or (iii) share in a Benefited Lender’s excess payment or benefits of collateral or proceeds received from, in each case, any of their respective Affected Borrowers. With respect to a borrowing to be made by any Affected Borrower(s) (with borrowings made or to be made by and Loans made or to be made to any Affected Borrower or any Unaffected Borrower to include, for purposes of this Section 2.2(b), borrowings and Loans which are or are to be made to refund, refinance or repay Swing Line Loans made to such Affected Borrower or such Unaffected Borrower and participations which are or are to be purchased in Swing Line Loans and other Loans to such Affected Borrower or such Unaffected Borrower), the portion of such borrowing otherwise allocable to the related Bank-Advisor shall be allocated by the Administrative Agent to the Other Lenders (to the extent they have availability under their Commitments, and provided that no Lender shall be required to lend in excess of its Commitment) pro rata according to the amounts of their respective Available Commitments. Whenever borrowings are to be made by one or more Affected Borrowers and one or more Unaffected Borrowers on the same day, then for purposes of calculating the Lenders’ respective pro rata shares of borrowings by such Unaffected Borrower(s) there shall first be deducted from the Available Commitment of each Other Lender the amount of the Loans to be made by such Other Lender to the Affected Borrower(s) on such day. In the event that Loans are outstanding to one or more Affected Borrowers and as a result thereof, not all of the Aggregate Commitment is available to be borrowed by one or more Unaffected Borrowers, each Bank-Advisor that has previously not lent to such Affected Borrower(s) shall lend any or all such amounts not lent to such Affected Borrower(s) to such Unaffected Borrower(s) to the extent requested by it in conformance with the terms hereof but in no event more than its Available Commitment.

Procedure for Borrowing. (a) A Subject to Section 4, the Borrower may borrow under the Commitments during the Commitment Period on any Working Day, with respect to Eurodollar Loans, or any Business Day, with respect to ABR Loans, provided that the Borrower (or a Registrant on its behalf) shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 1:00 P.M. 11:00 A.M., New York City time time, three Working Days prior to the requested Borrowing Date for a Eurodollar Loan, and 11:00 a.m. on the requested Borrowing Date in accordance with Section 9.2for an ABR Loan), specifying (i) the aggregate amount to be borrowedborrowed and the aggregate amount outstanding after giving effect to such borrowing, and (ii) the Type of each Loan requested, (iii) the requested Borrowing Date. Subject Date and (iv) with respect to Section 2.15any Eurodollar Loan, the lengths of the initial Interest Periods therefor. The aggregate amount of each borrowing by a the Borrower under the Commitments on any Borrowing Date shall be in an amount equal to (i) as to each ABR Loan, $100,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof (or, if the then Available Commitments are less than $100,0001,000,000, such lesser amount); (ii) as to each Eurodollar Loan, $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if the then Available Commitments are less than $1,000,000, such lesser amount). Upon receipt of any such notice from a Borrower (or a Registrant on its behalf)the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of such the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 4:00 P.M., New York City time, on the Borrowing Date requested by such the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to such the Borrower on such Borrowing Date by the Administrative Agent’s Agent transferring by wire to the custodian of and for the account of such the Borrower the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent; provided that if, on the Borrowing Date of any Revolving Credit Loans of a Borrower, any Swing Line Loans to such Borrower shall be outstanding, the proceeds of such Revolving Credit Loans to such Borrower shall first be applied to pay in full such Swing Line Loans, with any remaining proceeds to be made available to such Borrower as provided above. (b) Notwithstanding any other provision hereof to the contrary, the Bank-Advisors may not, and shall not have the obligation to, (i) lend to (including, without limitation as a Swing Line Lender), (ii) participate or purchase a participation in, or make a Revolving Credit Loan to refund, repay or refinance, any Loan (including, without limitation, any Swing Line Loan) made by an Other Lender (including, without limitation, the Swing Line Lender) to, or (iii) share in a Benefited Lender’s excess payment or benefits of collateral or proceeds received from, in each case, any of their respective Affected Borrowers. With respect to a borrowing to be made by any Affected Borrower(s) (with borrowings made or to be made by and Loans made or to be made to any Affected Borrower or any Unaffected Borrower to include, for purposes of this Section 2.2(b), borrowings and Loans which are or are to be made to refund, refinance or repay Swing Line Loans made to such Affected Borrower or such Unaffected Borrower and participations which are or are to be purchased in Swing Line Loans and other Loans to such Affected Borrower or such Unaffected Borrower), the portion of such borrowing otherwise allocable to the related Bank-Advisor shall be allocated by the Administrative Agent to the Other Lenders (to the extent they have availability under their Commitments, and provided that no Lender shall be required to lend in excess of its Commitment) pro rata according to the amounts of their respective Available Commitments. Whenever borrowings are to be made by one or more Affected Borrowers and one or more Unaffected Borrowers on the same day, then for purposes of calculating the Lenders’ respective pro rata shares of borrowings by such Unaffected Borrower(s) there shall first be deducted from the Available Commitment of each Other Lender the amount of the Loans to be made by such Other Lender to the Affected Borrower(s) on such day. In the event that Loans are outstanding to one or more Affected Borrowers and as a result thereof, not all of the Aggregate Commitment is available to be borrowed by one or more Unaffected Borrowers, each Bank-Advisor that has previously not lent to such Affected Borrower(s) shall lend any or all such amounts not lent to such Affected Borrower(s) to such Unaffected Borrower(s) to the extent requested by it in conformance with the terms hereof but in no event more than its Available Commitment.

Procedure for Borrowing. (a) A Borrower may borrow under Each Borrowing of Loans shall be made upon the Commitments during the Commitment Period on any Business Day, provided that the Borrower (or a Registrant on its behalf) shall give Company’s irrevocable written notice delivered to the Administrative Agent irrevocable notice (in accordance with Section 10.02 in the form of a Notice of Borrowing, which notice must be received by the Administrative Agent (i) prior to 1:00 P.M. Noon (New York City time time) three Business Days prior to the requested Borrowing date, in the case of Offshore Rate Loans; and (ii) prior to Noon (New York City time) on the requested Borrowing Date date, in accordance with Section 9.2)the case of Base Rate Loans, specifying in each case: (iA) the amount to of the Borrowing, which shall be borrowed, and in an aggregate minimum principal amount of Five Million Dollars (ii$5,000,000) or any multiple of One Million Dollars ($1,000,000) in excess thereof for each Type of Loan; (B) the requested Borrowing Datedate, which shall be a Business Day; (C) whether the Borrowing is to be comprised of Offshore Rate Loans or Base Rate Loans; and (D) the duration of the Interest Period applicable to such Loans included in such notice. Subject If the Notice of Borrowing shall fail to Section 2.15, specify the aggregate amount duration of each borrowing by a Borrower under the Commitments on Interest Period for any Borrowing Date comprised of Offshore Rate Loans, such Interest Period shall be in an amount equal one month. The exercise by the Company of the elections specified above shall be subject to $100,000 or a whole multiple the limitation that no more than ten Tranches of $100,000 in excess thereof Offshore Rate Loans may be outstanding at any one time. (or, if the then Available Commitments are less than $100,000, such lesser amount). b) Upon receipt of any such notice from a Borrower (or a Registrant on its behalf)the Notice of Borrowing, the Administrative Agent shall will promptly notify each Lender thereof. Bank thereof and of the amount of such Bank’s Commitment Percentage of the Borrowing. (c) Each Lender Bank will make the amount of its pro rata share Commitment Percentage of each borrowing the Borrowing available to the Administrative Agent for the account of such Borrower the Company at the office of the Administrative Agent specified in Section 9.2 prior to 4:00 P.M., Agent’s Payment Office by 2:00 p.m. (New York City time, ) on the Borrowing Date date requested by such Borrower the Company in funds immediately available to the Administrative Agent. Such borrowing Any such amount which is received by the Administrative Agent later than 2:00 p.m. (New York City time) shall be deemed to have been received on the immediately succeeding Business Day. The proceeds of all such Loans will then be made available to such Borrower on such Borrowing Date the Company by the Administrative Agent’s transferring Agent by wire to the account of such Borrower the aggregate of the amounts made available transfer in accordance with written instructions provided to the Administrative Agent by the Lenders and in Company of like funds as received by the Administrative Agent; provided that if, on the Borrowing Date of any Revolving Credit Loans of a Borrower, any Swing Line Loans to such Borrower shall be outstanding, the proceeds of such Revolving Credit Loans to such Borrower shall first be applied to pay in full such Swing Line Loans, with any remaining proceeds to be made available to such Borrower as provided above. (bd) Notwithstanding any other provision hereof to Unless the contraryMajority Banks shall otherwise agree, during the existence of a Default or Event of Default, the Bank-Advisors Company may not, and shall not elect to have the obligation to, (i) lend to (including, without limitation as a Swing Line Lender), (ii) participate or purchase a participation in, or make a Revolving Credit Loan to refund, repay or refinance, any Loan (including, without limitation, any Swing Line Loan) made by an Other Lender (including, without limitation, the Swing Line Lender) to, or (iii) share in a Benefited Lender’s excess payment or benefits of collateral or proceeds received from, in each case, any of their respective Affected Borrowers. With respect to a borrowing to be made by any Affected Borrower(s) (with borrowings made or to be made by and Loans made or to be made to any Affected Borrower or any Unaffected Borrower to include, for purposes of this Section 2.2(b), borrowings and Loans which are or are to be made to refund, refinance or repay Swing Line Loans made to such Affected Borrower or such Unaffected Borrower and participations which are or are to be purchased in Swing Line Loans and other Loans to such Affected Borrower or such Unaffected Borrower), the portion of such borrowing otherwise allocable to the related Bank-Advisor shall be allocated by the Administrative Agent to the Other Lenders (to the extent they have availability under their Commitments, and provided that no Lender shall be required to lend in excess of its Commitment) pro rata according to the amounts of their respective Available Commitments. Whenever borrowings are to be made by one or more Affected Borrowers and one or more Unaffected Borrowers on the same day, then for purposes of calculating the Lenders’ respective pro rata shares of borrowings by such Unaffected Borrower(s) there shall first be deducted from the Available Commitment of each Other Lender the amount of the Loans to be made by such Other Lender to the Affected Borrower(s) on such day. In the event that Loans are outstanding to one or more Affected Borrowers and as a result thereof, not all of the Aggregate Commitment is available to be borrowed by one or more Unaffected Borrowers, each Bank-Advisor that has previously not lent to such Affected Borrower(s) shall lend any or all such amounts not lent to such Affected Borrower(s) to such Unaffected Borrower(s) to the extent requested by it in conformance with the terms hereof but in no event more than its Available Commitmentan Offshore Rate Loan.

Procedure for Borrowing. (a) A Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower (or a Registrant Fund on its behalf) shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 1:00 2:30 P.M. New York City time on the requested Borrowing Date in accordance with Section 9.2), specifying (i) the amount to be borrowed, and (ii) the requested Borrowing Date. Subject to Section 2.15, the aggregate amount of each borrowing by a Borrower under the Commitments on any Borrowing Date shall be in an amount equal to $100,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof (or, if the then Available Commitments are less than $100,0005,000,000, such lesser amount). Upon receipt of any such notice from a Borrower (or a Registrant Fund on its behalf), the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of such Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 4:00 P.M., New York City time, on the Borrowing Date requested by such Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to such Borrower on such Borrowing Date by the Administrative Agent’s Agent transferring by wire to the account of such Borrower the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent; provided that if, on the Borrowing Date of any Revolving Credit Loans of a Borrower, any Swing Line Loans to such Borrower shall be outstanding, the proceeds of such Revolving Credit Loans to such Borrower shall first be applied to pay in full such Swing Line Loans, with any remaining proceeds to be made available to such Borrower as provided above. Anything to the contrary in this Agreement notwithstanding, each of the Administrative Agent, each Lender and the Swing Line Lender may rely solely upon a telephonic request which the Administrative Agent or the Swing Line Lender, as the case may be, reasonably believes is made on behalf of a Borrower in making Revolving Credit Loans or Swing Line Loans hereunder. Each such telephonic request for a Revolving Credit Loan or Swing Line Loan shall constitute a representation and warranty by the applicable Borrower as of the date thereof that the conditions contained in Section 4.2 have been satisfied with respect to such Borrower. Such telephonic request shall be confirmed promptly in writing, by facsimile or other mutually acceptable electronic transmission medium, which written confirmation must be received by the Administrative Agent or Swing Line Lender, as the case may be, on the proposed Borrowing Date in form and substance satisfactory to the Administrative Agent or Swing Line Lender, as the case may be. Each Borrower agrees to indemnify and hold harmless the Administrative Agent, each Lender and the Swing Line Lender for any reasonable action taken, including, without limitation, the making of Revolving Credit Loans or Swing Line Loans to such Borrower hereunder, or loss or expense incurred, by the Administrative Agent, such Lender or the Swing Line Lender in good faith reliance upon such telephonic request for a Revolving Credit Loan or Swing Line Loan; provided that such Borrower shall not be liable for any such action, loss or expense to the extent the same shall result solely from the gross negligence or willful misconduct of the Administrative Agent or the Swing Line Lender. (b) Notwithstanding any other provision hereof to the contrary, the Bank-Advisors may not, and shall not have the obligation to, (i) lend to (including, without limitation as a Swing Line Lender), (ii) participate or purchase a participation in, or make a Revolving Credit Loan to refund, repay or refinance, any Loan (including, without limitation, any Swing Line Loan) made by an Other Lender (including, without limitation, the Swing Line Lender) to, or (iii) share in a Benefited Lender’s excess payment or benefits of collateral or proceeds received from, in each case, any of their respective Affected Borrowers. With respect to a borrowing to be made by any Affected Borrower(s) (with borrowings made or to be made by and Loans made or to be made to any Affected Borrower or any Unaffected Borrower to include, for purposes of this Section 2.2(b), borrowings and Loans which are or are to be made to refund, refinance or repay Swing Line Loans made to such Affected Borrower or such Unaffected Borrower and participations which are or are to be purchased in Swing Line Loans and other Loans to such Affected Borrower or such Unaffected Borrower), the portion of such borrowing otherwise allocable to the related Bank-Advisor shall be allocated by the Administrative Agent to the Other Lenders (to the extent they have availability under their Commitments, and provided that no Lender shall be required to lend in excess of its Commitment) pro rata according to the amounts of their respective Available Commitments. Whenever borrowings are to be made by one or more Affected Borrowers and one or more Unaffected Borrowers on the same day, then for purposes of calculating the Lenders’ respective pro rata shares of borrowings by such Unaffected Borrower(s) there shall first be deducted from the Available Commitment of each Other Lender the amount of the Loans to be made by such Other Lender to the Affected Borrower(s) on such day. In the event that Loans are outstanding to one or more Affected Borrowers and as a result thereof, not all of the Aggregate Commitment is available to be borrowed by one or more Unaffected Borrowers, each Bank-Advisor that has previously not lent to such Affected Borrower(s) shall lend any or all such amounts not lent to such Affected Borrower(s) to such Unaffected Borrower(s) to the extent requested by it in conformance with the terms hereof but in no event more than its Available Commitment.

Procedure for Borrowing. (a) A Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower (or a Registrant Trust on its behalf) shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 1:00 P.M. New York City time on the requested Borrowing Date in accordance with Section 9.2), specifying (i) the amount to be borrowed, and (ii) the requested Borrowing Date. Subject to Section 2.15, the aggregate amount of each borrowing by a Borrower under the Commitments on any Borrowing Date shall be in an amount equal to $100,000 300,000 or a whole multiple of $100,000 in excess thereof (or, if the then Available Commitments are less than $100,000300,000, such lesser amount). Upon receipt of any such notice from a Borrower (or a Registrant Trust on its behalf), the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of such Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 4:00 P.M., New York City time, on the Borrowing Date requested by such Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to such Borrower on such Borrowing Date by the Administrative Agent’s Agent transferring by wire to the account of such Borrower the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent; provided that if. Anything to the contrary in this Agreement notwithstanding, each of the Administrative Agent and each Lender may rely solely upon a telephonic request which the Administrative Agent, reasonably believes is made on the Borrowing Date behalf of any a Borrower in making Revolving Credit Loans hereunder. Each such telephonic request for a Revolving Credit Loan shall constitute a representation and warranty by the applicable Borrower as of a Borrower, any Swing Line Loans the date thereof that the conditions contained in Section 4.2 have been satisfied with respect to such Borrower Borrower. Such telephonic request shall be outstandingconfirmed promptly in writing, by facsimile or other mutually acceptable electronic transmission medium, which written confirmation must be received by the Administrative Agent on the proposed Borrowing Date in form and substance satisfactory to the Administrative Agent. Each Borrower agrees to indemnify and hold harmless the Administrative Agent and each Lender for any reasonable action taken, including, without limitation, the proceeds making of such Revolving Credit Loans to such Borrower shall first be applied to pay hereunder, or loss or expense incurred, by the Administrative Agent or such Lender in full good faith reliance upon such Swing Line Loans, with any remaining proceeds to be made available to telephonic request for a Revolving Credit Loan; provided that such Borrower as provided aboveshall not be liable for any such action, loss or expense to the extent the same shall result solely from the gross negligence or willful misconduct of the Administrative Agent. (b) Notwithstanding any other provision hereof to the contrary, the Bank-Advisors may not, and shall not have the obligation to, (i) lend to (including, without limitation as a Swing Line Lender)to, (ii) participate or purchase a participation in, or make a Revolving Credit Loan to refund, repay or refinance, any Revolving Credit Loan (including, without limitation, any Swing Line Loan) made by an Other Lender (including, without limitation, the Swing Line Lender) to, or (iii) share in a Benefited Lender’s excess payment or benefits of collateral or proceeds received from, in each case, any of their respective Affected Borrowers. With respect to a borrowing to be made by any Affected Borrower(s) (with borrowings made or to be made by and Revolving Credit Loans made or to be made to any Affected Borrower or any Unaffected Borrower to include, for purposes of this Section 2.2(b), borrowings and Loans which are or are to be made to refund, refinance or repay Swing Line Loans made to such Affected Borrower or such Unaffected Borrower and participations which are or are to be purchased in Swing Line Loans and other Revolving Credit Loans to such Affected Borrower or such Unaffected Borrower), the portion of such borrowing otherwise allocable to the related Bank-Advisor shall be allocated by the Administrative Agent to the Other Lenders (to the extent they have availability under their Commitments, and provided that no Lender shall be required to lend in excess of its Commitment) pro rata according to the amounts of their respective Available Commitments. Whenever borrowings are to be made by one or more Affected Borrowers and one or more Unaffected Borrowers on the same day, then for purposes of calculating the Lenders’ respective pro rata shares of borrowings by such Unaffected Borrower(s) there shall first be deducted from the Available Commitment of each Other Lender the amount of the Revolving Credit Loans to be made by such Other Lender to the Affected Borrower(s) on such day. In the event that Revolving Credit Loans are outstanding to one or more Affected Borrowers and as a result thereof, not all of the Aggregate Commitment is available to be borrowed by one or more Unaffected Borrowers, each Bank-Advisor that has previously not lent to such Affected Borrower(s) shall lend any or all such amounts not lent to such Affected Borrower(s) to such Unaffected Borrower(s) to the extent requested by it in conformance with the terms hereof but in no event more than its Available Commitment.

Procedure for Borrowing. (a) A Borrower may borrow under the Commitments ----------------------- during the Commitment Period on any Business Day, provided that the Borrower (or a Registrant on its behalf) -------- shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 1:00 P.M. 12:00 Noon, New York City time on the requested Borrowing Date in accordance with Section 9.2Date), specifying (i) the amount to be borrowed, and (ii) the requested Borrowing Date. Subject to Section 2.15, the The aggregate amount of each borrowing by a Borrower under the Commitments on any Borrowing Date shall be in an amount equal to $100,000 2,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof (or, if the then Available Commitments are less than $100,0001,000,000, such lesser amount). Upon receipt of any such notice from a Borrower (or a Registrant on its behalf)Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of such Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 4:00 3:00 P.M., New York City time, on the Borrowing Date requested by such Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to such Borrower on such Borrowing Date by the Administrative Agent’s Agent transferring by wire to the custodian of and for the account of such Borrower the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent; provided that if, on the Borrowing Date of -------- any Revolving Credit Loans of a Borrower, any Swing Line Loans to such Borrower shall be outstanding, the proceeds of such Revolving Credit Loans to such Borrower shall first be applied to pay in full such Swing Line Loans, with any remaining proceeds to be made available to such Borrower as provided above. (b) Notwithstanding any other provision hereof to the contrary, the Bank-Advisors may not, and shall not have the obligation to, (i) lend to (including, without limitation as a Swing Line Lender), (ii) participate or purchase a participation in, or make a Revolving Credit Loan to refund, repay or refinance, any Loan (including, without limitation, any Swing Line Loan) made by an Other Lender (including, without limitation, the Swing Line Lender) to, or (iii) share in a Benefited Lender’s excess payment or benefits of collateral or proceeds received from, in each case, any of their respective Affected Borrowers. With respect to a borrowing to be made by any Affected Borrower(s) (with borrowings made or to be made by and Loans made or to be made to any Affected Borrower or any Unaffected Borrower to include, for purposes of this Section 2.2(b), borrowings and Loans which are or are to be made to refund, refinance or repay Swing Line Loans made to such Affected Borrower or such Unaffected Borrower and participations which are or are to be purchased in Swing Line Loans and other Loans to such Affected Borrower or such Unaffected Borrower), the portion of such borrowing otherwise allocable to the related Bank-Advisor shall be allocated by the Administrative Agent to the Other Lenders (to the extent they have availability under their Commitments, and provided that no Lender shall be required to lend in excess of its Commitment) pro rata according to the amounts of their respective Available Commitments. Whenever borrowings are to be made by one or more Affected Borrowers and one or more Unaffected Borrowers on the same day, then for purposes of calculating the Lenders’ respective pro rata shares of borrowings by such Unaffected Borrower(s) there shall first be deducted from the Available Commitment of each Other Lender the amount of the Loans to be made by such Other Lender to the Affected Borrower(s) on such day. In the event that Loans are outstanding to one or more Affected Borrowers and as a result thereof, not all of the Aggregate Commitment is available to be borrowed by one or more Unaffected Borrowers, each Bank-Advisor that has previously not lent to such Affected Borrower(s) shall lend any or all such amounts not lent to such Affected Borrower(s) to such Unaffected Borrower(s) to the extent requested by it in conformance with the terms hereof but in no event more than its Available Commitment.

Procedure for Borrowing. (a) A Borrower may borrow under the Commitments during on the Commitment Period on any Business Day, provided that the Borrower (or a Registrant on its behalf) shall give Closing Date by giving the Administrative Agent irrevocable notice substantially in the form of Exhibit C (a “Borrowing Request”), which notice must be received by the Administrative Agent prior to 1:00 P.M. (a) 11:00 a.m., New York City time on time, three Business Days prior to the requested Borrowing Date Date, in accordance with Section 9.2)the case of a Eurodollar Borrowing, specifying or (b) 11:00 a.m., New York City time, on the Business Day prior to the requested Borrowing Date, in the case of an ABR Borrowing. The Borrowing Request shall specify (i) the amount to be borrowedborrowed (which must not be less than the aggregate amount of Commitments), and (ii) the requested Borrowing Date (which must be the Closing Date. Subject ), (iii) whether the Borrowing is to Section 2.15be of Eurodollar Loans or ABR Loans, (iv) if the Borrowing is to be of Eurodollar Loans, the aggregate amount length of each borrowing by a Borrower under the Commitments on any initial Interest Period therefor, and (vi) the location and number of Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of this Agreement. If no election as to the Type of Borrowing Date is specified, then the requested Borrowing shall be in an amount equal ABR Borrowing. If no Interest Period is specified with respect to $100,000 or a whole multiple any requested Eurodollar Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of $100,000 in excess thereof one month’s duration. (or, if the then Available Commitments are less than $100,000, such lesser amount). b) [RESERVED]. (c) Upon receipt of any such notice from a Borrower (or a Registrant on its behalf)the Borrowing Request, the Administrative Agent shall promptly notify each Lender of the aggregate amount of the Borrowing and of the amount of such Lender’s pro rata portion thereof, which shall be based on their respective Commitments. Each Lender will make the amount of its pro rata share portion of each borrowing the Borrowing available to the Administrative Agent for the account of such the applicable Borrower at the New York office of the Administrative Agent specified in Section 9.2 9.01 prior to 4:00 P.M.10:00 a.m., New York City time, on the Borrowing Closing Date requested by such Borrower in funds immediately available to the Administrative Agent. Such borrowing Amounts so received by the Administrative Agent will then promptly be made available to such Borrower on such Borrowing Date or the Additional Borrower, as applicable, by the Administrative Agent’s transferring by wire to Agent crediting the account of Borrower or the Additional Borrower, as applicable, on the books of such Borrower office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent; provided that if, on the Borrowing Date of any Revolving Credit Loans of a Borrower, any Swing Line Loans to such Borrower shall be outstanding, the proceeds of such Revolving Credit Loans to such Borrower shall first be applied to pay in full such Swing Line Loans, with any remaining proceeds to be made available to such Borrower as provided above. (b) Notwithstanding any other provision hereof to the contrary, the Bank-Advisors may not, and shall not have the obligation to, (i) lend to (including, without limitation as a Swing Line Lender), (ii) participate or purchase a participation in, or make a Revolving Credit Loan to refund, repay or refinance, any Loan (including, without limitation, any Swing Line Loan) made by an Other Lender (including, without limitation, the Swing Line Lender) to, or (iii) share in a Benefited Lender’s excess payment or benefits of collateral or proceeds received from, in each case, any of their respective Affected Borrowers. With respect to a borrowing to be made by any Affected Borrower(s) (with borrowings made or to be made by and Loans made or to be made to any Affected Borrower or any Unaffected Borrower to include, for purposes of this Section 2.2(b), borrowings and Loans which are or are to be made to refund, refinance or repay Swing Line Loans made to such Affected Borrower or such Unaffected Borrower and participations which are or are to be purchased in Swing Line Loans and other Loans to such Affected Borrower or such Unaffected Borrower), the portion of such borrowing otherwise allocable to the related Bank-Advisor shall be allocated by the Administrative Agent to the Other Lenders (to the extent they have availability under their Commitments, and provided that no Lender shall be required to lend in excess of its Commitment) pro rata according to the amounts of their respective Available Commitments. Whenever borrowings are to be made by one or more Affected Borrowers and one or more Unaffected Borrowers on the same day, then for purposes of calculating the Lenders’ respective pro rata shares of borrowings by such Unaffected Borrower(s) there shall first be deducted from the Available Commitment of each Other Lender the amount of the Loans to be made by such Other Lender to the Affected Borrower(s) on such day. In the event that Loans are outstanding to one or more Affected Borrowers and as a result thereof, not all of the Aggregate Commitment is available to be borrowed by one or more Unaffected Borrowers, each Bank-Advisor that has previously not lent to such Affected Borrower(s) shall lend any or all such amounts not lent to such Affected Borrower(s) to such Unaffected Borrower(s) to the extent requested by it in conformance with the terms hereof but in no event more than its Available Commitment.

Procedure for Borrowing. (a) A Borrower may borrow under With respect to the Commitments during the Commitment Period on any Business DayInitial Loans, provided that the Borrower (or a Registrant on its behalf) shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 1:00 P.M. 2:00 P.M., New York City time time, one Business Day prior to the anticipated Closing Date) requesting that the Lenders make the Initial Loans on the requested Borrowing Closing Date in accordance with Section 9.2), and specifying (i) the amount to be borrowed, and (ii) the requested Borrowing Date. Subject to Section 2.15, the aggregate amount of each borrowing by a Borrower under the Commitments on any Borrowing Date shall be in an amount equal to $100,000 or a whole multiple of $100,000 in excess thereof (or, if the then Available Commitments are less than $100,000, such lesser amount). Upon receipt of any such notice from a Borrower (or a Registrant on its behalf), the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of such Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 4:00 P.M.Not later than 12:00 Noon, New York City time, on the Borrowing Closing Date requested by such Borrower in funds immediately each Lender shall make available to the Administrative Agent. Such borrowing will then Agent at the Funding Office an amount in immediately available funds equal to the Initial Loan to be made available to by such Borrower on such Borrowing Date by the Lender. The Administrative Agent’s transferring by wire to Agent shall credit the account of the Borrower on the books of such Borrower office of the Administrative Agent with the aggregate of the amounts Initial Loans made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent; provided that if, on the Borrowing Date of any Revolving Credit Loans of a Borrower, any Swing Line Loans to such Borrower shall be outstanding, the proceeds of such Revolving Credit Loans to such Borrower shall first be applied to pay in full such Swing Line Loans, with any remaining proceeds to be made immediately available to such Borrower as provided abovefunds. (b) Notwithstanding any other provision hereof to the contrary, the Bank-Advisors may not, and shall not have the obligation to, (i) lend to (including, without limitation as a Swing Line Lender), (ii) participate or purchase a participation in, or make a Revolving Credit Loan to refund, repay or refinance, any Loan (including, without limitation, any Swing Line Loan) made by an Other Lender (including, without limitation, the Swing Line Lender) to, or (iii) share in a Benefited Lender’s excess payment or benefits of collateral or proceeds received from, in each case, any of their respective Affected Borrowers. With respect to a borrowing to be made by any Affected Borrower(s) (with borrowings made or to be made by and Loans made or to be made to any Affected Borrower or any Unaffected Borrower to include, for purposes of this Section 2.2(b), borrowings and Loans which are or are to be made to refund, refinance or repay Swing Line Loans made to such Affected Borrower or such Unaffected Borrower and participations which are or are to be purchased in Swing Line Loans and other Loans to such Affected Borrower or such Unaffected Borrower)the Delayed Draw Loans, the portion of such borrowing otherwise allocable to Borrower shall give the related Bank-Advisor shall Administrative Agent irrevocable notice (which notice must be allocated received by the Administrative Agent prior to 2:00 P.M., New York City time, one Business Day prior to the Other anticipated borrowing date) requesting that the Lenders (make the Delayed Draw Loans on the borrowing date and specifying the amount to be borrowed. Upon receipt of such notice the Administrative Agent shall promptly notify each Lender thereof. Not later than 12:00 Noon, New York City time, on the borrowing date set forth in the notice each Lender shall make available to the extent they have availability under their Commitments, and provided that no Lender shall be required to lend Administrative Agent at the Funding Office an amount in excess of its Commitment) pro rata according immediately available funds equal to the amounts of their respective Available Commitments. Whenever borrowings are to be made by one or more Affected Borrowers and one or more Unaffected Borrowers on the same day, then for purposes of calculating the Lenders’ respective pro rata shares of borrowings by such Unaffected Borrower(s) there shall first be deducted from the Available Commitment of each Other Lender the amount of the Loans Delayed Draw Loan to be made by such Other Lender Lender. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the Delayed Draw Loans made available to the Affected Borrower(s) on such day. In Administrative Agent by the event that Loans are outstanding to one or more Affected Borrowers and as a result thereof, not all of the Aggregate Commitment is Lenders in immediately available to be borrowed by one or more Unaffected Borrowers, each Bank-Advisor that has previously not lent to such Affected Borrower(s) shall lend any or all such amounts not lent to such Affected Borrower(s) to such Unaffected Borrower(s) to the extent requested by it in conformance with the terms hereof but in no event more than its Available Commitmentfunds.

Procedure for Borrowing. (a) A The Borrower shall give the Administrative Agent notice specifying the amount of the Initial Term Loans to be borrowed and the proposed Borrowing Date by submitting a Borrowing Request signed by a Responsible Officer of the Borrower (which notice must have been received by the Administrative Agent prior to 9:30 A.M., New York City time (or such later time as may be agreed by the Administrative Agent in its reasonable discretion), and shall be irrevocable after the deemed funding) on the Effective Date. Upon receipt of such notice the Administrative Agent shall promptly notify the Effective Date Term Loan Lender thereof. The Effective Date Term Loan Lender will be deemed to have made the amount of the Initial Term Loan Commitments available to the Borrower at 12:00 P.M., New York City time (or such other time as agreed to by each of the Borrower, the Administrative Agent and the Effective Date Term Loan Lender, in each case, in its reasonable discretion), on the Effective Date. Subject to subsection 2.4(d), the Administrative Agent shall on the Effective Date, and after the deemed funding of Initial Term Loans, reflect in the Register the aggregate outstanding principal amount of Initial Term Loans borrowed on the Effective Date (it being understood that the Initial Term Loans borrowed on the Effective Date shall be borrowed on a cashless basis). (i) The Borrower may borrow under the Revolving Commitments during the applicable Revolving Commitment Period on any Business Day, ; provided that the Borrower (or a Registrant on its behalfbehalf of any Borrower) shall give the Administrative Agent irrevocable notice by submitting a Borrowing Request (which notice must be received by the Administrative Agent prior to 1:00 P.M. (a) 9:30 A.M., New York City time (or such later time as may be agreed by the Administrative Agent in its reasonable discretion), if the requested Borrowing Date is the Effective Date, (b) 3:00 P.M., New York City time, at least three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to the requested Borrowing Date (if such Borrowing Date is not the Effective Date), if all or any part of the requested Revolving Loans are to be initially Eurocurrency Loans made in Dollars or (c) 12:30 P.M., New York City time (or such later time as may be agreed by the Administrative Agent in its reasonable discretion), on the requested Borrowing Date in accordance with Section 9.2Date, for ABR Loans), in each case specifying (i) the identity of the Borrower, (ii) the amount to be borrowed, and (iiiii) the requested Borrowing Date. Subject to Section 2.15, the aggregate amount of each borrowing by a Borrower under the Commitments on any Borrowing Date shall be in an amount equal to $100,000 or a whole multiple of $100,000 in excess thereof (or, if the then Available Commitments are less than $100,000, such lesser amount). Upon receipt of any such notice from a Borrower (or a Registrant on its behalf), the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of such Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 4:00 P.M., New York City time, on the Borrowing Date requested by such Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to such Borrower on such Borrowing Date by the Administrative Agent’s transferring by wire to the account of such Borrower the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent; provided that if, on the Borrowing Date of any Revolving Credit Loans of a Borrower, any Swing Line Loans to such Borrower shall be outstanding, the proceeds of such Revolving Credit Loans to such Borrower shall first be applied to pay in full such Swing Line Loans, with any remaining proceeds to be made available to such Borrower as provided above. (b) Notwithstanding any other provision hereof to the contrary, the Bank-Advisors may not, and shall not have the obligation to, (i) lend to (including, without limitation as a Swing Line Lender), (ii) participate or purchase a participation in, or make a Revolving Credit Loan to refund, repay or refinance, any Loan (including, without limitation, any Swing Line Loan) made by an Other Lender (including, without limitation, the Swing Line Lender) to, or (iii) share in a Benefited Lender’s excess payment or benefits of collateral or proceeds received from, in each case, any of their respective Affected Borrowers. With respect to a borrowing to be made by any Affected Borrower(s) (with borrowings made or to be made by and Loans made or to be made to any Affected Borrower or any Unaffected Borrower to include, for purposes of this Section 2.2(b), borrowings and Loans which are or are to be made to refund, refinance or repay Swing Line Loans made to such Affected Borrower or such Unaffected Borrower and participations which are or are to be purchased in Swing Line Loans and other Loans to such Affected Borrower or such Unaffected Borrower), the portion of such borrowing otherwise allocable to the related Bank-Advisor shall be allocated by the Administrative Agent to the Other Lenders (to the extent they have availability under their Commitments, and provided that no Lender shall be required to lend in excess of its Commitment) pro rata according to the amounts of their respective Available Commitments. Whenever borrowings are to be made by one or more Affected Borrowers and one or more Unaffected Borrowers on the same day, then for purposes of calculating the Lenders’ respective pro rata shares of borrowings by such Unaffected Borrower(s) there shall first be deducted from the Available Commitment of each Other Lender the amount of the Loans to be made by such Other Lender to the Affected Borrower(s) on such day. In the event that Loans are outstanding to one or more Affected Borrowers and as a result thereof, not all of the Aggregate Commitment is available to be borrowed by one or more Unaffected Borrowers, each Bank-Advisor that has previously not lent to such Affected Borrower(s) shall lend any or all such amounts not lent to such Affected Borrower(s) to such Unaffected Borrower(s) to the extent requested by it in conformance with the terms hereof but in no event more than its Available Commitment.,

Procedure for Borrowing. (a) A Borrower The Borrowers may borrow under the Commitments during the Commitment Period on any Business DayDay occurring prior to the relevant Commitment termination date; provided that, provided that with respect to any borrowing, the Borrower (or a Registrant on its behalf) Borrowers shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 1:00 P.M. (i) before 12:00 noon, New York City time on time, one Business Day prior to the Closing Date, (ii) before 12:00 noon, New York City time, three Business Days prior to the requested Borrowing Date in accordance with Section 9.2)if all or any part of the Loans are to be Eurodollar Loans and (iii) before 2:00 P.M., New York City time, one Business Day prior to the requested Borrowing Date if the borrowing is to be solely of Alternate Base Rate Loans) specifying (iA) the amount of the borrowing, (B) whether such Loans are initially to be borrowed, Eurodollar Loans or Alternate Base Rate Loans or a combination thereof and (iiC) if the requested Borrowing Date. Subject borrowing is to Section 2.15be entirely or partly Eurodollar Loans, the aggregate amount length of each borrowing by a Borrower under the Commitments on any Borrowing Date shall be in an amount equal to $100,000 or a whole multiple of $100,000 in excess thereof (or, if the then Available Commitments are less than $100,000, Interest Period for such lesser amount)Eurodollar Loans. Upon receipt of any such notice from a Borrower (or a Registrant on its behalf), the Administrative Agent shall promptly notify each affected Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of such Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 4:00 P.M.Not later than 12:00 noon, New York City time, on the Borrowing Date requested by specified in such Borrower in funds immediately notice, each affected Lender shall make available to the Administrative AgentAgent at the office of the Administrative Agent specified in subsection 11.2 (or at such other location as the Administrative Agent may direct) an amount in immediately available funds equal to the amount of the Loan to be made by such Lender. Such borrowing will then Loan proceeds received by the Administrative Agent hereunder shall promptly be made available to such the applicable Borrower on such Borrowing Date by the Administrative Agent’s transferring by wire to crediting the account of such Borrower Borrower, at the aggregate office of the amounts made available to the Administrative Agent specified in subsection 11.2, with the aggregate amount actually received by the Administrative Agent from the Lenders and in like funds as received by the Administrative Agent; provided that if, . The Loans made on the Borrowing Closing Date of any Revolving Credit Loans of a Borrower, any Swing Line Loans to such Borrower shall be outstanding, the proceeds of such Revolving Credit Loans to such Borrower shall first be applied to pay in full such Swing Line Alternate Base Rate Loans, with any remaining proceeds to be made available to such Borrower as provided above. (b) Notwithstanding any other provision hereof Any borrowing of Eurodollar Loans hereunder shall be in such amounts and be made pursuant to the contrarysuch elections so that, the Bank-Advisors may not, and shall not have the obligation toafter giving effect thereto, (i) lend to (including, without limitation as the aggregate principal amount of all Eurodollar Loans having the same Interest Period shall not be less than $1,000,000 or a Swing Line Lender), whole multiple of $500,000 in excess thereof and (ii) participate or purchase a participation in, or make a Revolving Credit Loan to refund, repay or refinance, any Loan (including, without limitation, any Swing Line Loan) made by an Other Lender (including, without limitation, the Swing Line Lender) to, or (iii) share in a Benefited Lender’s excess payment or benefits of collateral or proceeds received from, in each case, any of their respective Affected Borrowers. With respect to a borrowing to be made by any Affected Borrower(s) (with borrowings made or to be made by and Loans made or to be made to any Affected Borrower or any Unaffected Borrower to include, for purposes of this Section 2.2(b), borrowings and Loans which are or are to be made to refund, refinance or repay Swing Line Loans made to such Affected Borrower or such Unaffected Borrower and participations which are or are to be purchased in Swing Line Loans and other Loans to such Affected Borrower or such Unaffected Borrower), the portion of such borrowing otherwise allocable to the related Bank-Advisor no more than ten Interest Periods shall be allocated by the Administrative Agent to the Other Lenders (to the extent they have availability under their Commitments, and provided that no Lender shall be required to lend in excess of its Commitment) pro rata according to the amounts of their respective Available Commitments. Whenever borrowings are to be made by effect at any one or more Affected Borrowers and one or more Unaffected Borrowers on the same day, then for purposes of calculating the Lenders’ respective pro rata shares of borrowings by such Unaffected Borrower(s) there shall first be deducted from the Available Commitment of each Other Lender the amount of the Loans to be made by such Other Lender to the Affected Borrower(s) on such day. In the event that Loans are outstanding to one or more Affected Borrowers and as a result thereof, not all of the Aggregate Commitment is available to be borrowed by one or more Unaffected Borrowers, each Bank-Advisor that has previously not lent to such Affected Borrower(s) shall lend any or all such amounts not lent to such Affected Borrower(s) to such Unaffected Borrower(s) to the extent requested by it in conformance with the terms hereof but in no event more than its Available Commitmenttime.

Procedure for Borrowing. (a) A The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower (or a Registrant on its behalf) shall give deliver to the Administrative Agent irrevocable notice a Borrowing Notice (which notice Borrowing Notice must be received by the Administrative Agent prior to 1:00 P.M. 10:00 A.M., New York City time time, one Business Day prior to the anticipated Closing Date) requesting that the Lenders make the Term Loans on the requested Borrowing Date in accordance with Section 9.2), specifying (i) the amount to be borrowed, and (ii) the requested Borrowing Closing Date. Subject to Section 2.15, the aggregate amount of each borrowing by a Borrower under the Commitments on any Borrowing Date shall be in an amount equal to $100,000 or a whole multiple of $100,000 in excess thereof (or, if the then Available Commitments are less than $100,000, such lesser amount). Upon receipt of any such notice from a Borrower (or a Registrant on its behalf), Borrowing Notice the Administrative Agent shall promptly notify each Lender thereof. Each Not later than 12:00 Noon, New York City time, on the Closing Date each Lender will shall make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of such Borrower at the office of Funding Office an amount in immediately available funds equal to the Administrative Agent specified in Section 9.2 prior Term Loan to 4:00 be made by such Lender. Not later than 1:00 P.M., New York City time, on the Borrowing Closing Date requested by such Borrower in funds immediately the Administrative Agent shall make available to the Administrative Agent. Such borrowing will then be made available to such Borrower on such Borrowing Date by the Administrative Agent’s transferring by wire to the account of such Borrower the aggregate of the amounts made available to the Administrative Agent by the Lenders and Lenders, in like funds as received by the Administrative Agent; provided . (b) The Borrower shall deliver to the Administrative Agent a Borrowing Notice (which Borrowing Notice must be received by the Administrative Agent prior to 10:00 A.M., New York City time, one Business Day prior to the anticipated Increased Facility Closing Date) requesting that ifthe Incremental Lenders make the incremental Term Loans or Incremental Loans, as applicable, on such Increased Facility Closing Date. Upon receipt of such Borrowing Notice the Administrative Agent shall promptly notify each Incremental Lender thereof. Not later than 12:00 Noon, New York City time, on the Borrowing Date of any Revolving Credit Loans of a Borrower, any Swing Line Loans to such Borrower each Incremental Lender shall be outstanding, the proceeds of such Revolving Credit Loans to such Borrower shall first be applied to pay in full such Swing Line Loans, with any remaining proceeds to be made make available to such Borrower as provided above. (b) Notwithstanding any other provision hereof to the contrary, the Bank-Advisors may not, and shall not have the obligation to, (i) lend to (including, without limitation as a Swing Line Lender), (ii) participate or purchase a participation in, or make a Revolving Credit Loan to refund, repay or refinance, any Loan (including, without limitation, any Swing Line Loan) made by an Other Lender (including, without limitation, the Swing Line Lender) to, or (iii) share in a Benefited Lender’s excess payment or benefits of collateral or proceeds received from, in each case, any of their respective Affected Borrowers. With respect to a borrowing to be made by any Affected Borrower(s) (with borrowings made or to be made by and Loans made or to be made to any Affected Borrower or any Unaffected Borrower to include, for purposes of this Section 2.2(b), borrowings and Loans which are or are to be made to refund, refinance or repay Swing Line Loans made to such Affected Borrower or such Unaffected Borrower and participations which are or are to be purchased in Swing Line Loans and other Loans to such Affected Borrower or such Unaffected Borrower), the portion of such borrowing otherwise allocable to the related Bank-Advisor shall be allocated by the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Other Lenders (to the extent they have availability under their Commitmentsincremental Term Loans or Incremental Loans, and provided that no Lender shall be required to lend in excess of its Commitment) pro rata according to the amounts of their respective Available Commitments. Whenever borrowings are to be made by one or more Affected Borrowers and one or more Unaffected Borrowers on the same dayas applicable, then for purposes of calculating the Lenders’ respective pro rata shares of borrowings by such Unaffected Borrower(s) there shall first be deducted from the Available Commitment of each Other Lender the amount of the Loans to be made by such Other Lender Incremental Lender. Not later than 1:00 P.M., New York City time, on the Borrowing Date the Administrative Agent shall make available to the Affected Borrower(s) on such day. In Borrower the event that Loans are outstanding to one or more Affected Borrowers and as a result thereof, not all aggregate of the Aggregate Commitment is amounts made available to be borrowed the Administrative Agent by one or more Unaffected Borrowersthe Incremental Lenders, each Bank-Advisor that has previously not lent to such Affected Borrower(s) shall lend any or all such amounts not lent to such Affected Borrower(s) to such Unaffected Borrower(s) to in like funds as received by the extent requested by it in conformance with the terms hereof but in no event more than its Available CommitmentAdministrative Agent.

Procedure for Borrowing. (a) A Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower (or a Registrant on its behalf) shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 1:00 P.M. New York City time on the requested Borrowing Date in accordance with Section 9.2), specifying (i) the amount to be borrowed, and (ii) the requested Borrowing Date. Subject to Section 2.15, the aggregate amount of each borrowing by a Borrower under the Commitments on any Borrowing Date shall be in an amount equal to $100,000 or a whole multiple of $100,000 in excess thereof (or, if the then Available Commitments are less than $100,000, such lesser amount). Upon receipt of any such notice from a Borrower (or a Registrant on its behalf), the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of such Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 4:00 P.M., New York City time, on the Borrowing Date requested by such Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to such Borrower on such Borrowing Date by the Administrative Agent’s Agent transferring by wire to the account of such Borrower the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent; provided that if, on the Borrowing Date of any Revolving Credit Loans of a Borrower, any Swing Line Loans to such Borrower shall be outstanding, the proceeds of such Revolving Credit Loans to such Borrower shall first be applied to pay in full such Swing Line Loans, with any remaining proceeds to be made available to such Borrower as provided above. Anything to the contrary in this Agreement notwithstanding, each of the Administrative Agent, each Lender and the Swing Line Agent may rely solely upon a telephonic request which the Administrative Agent or the Swing Line Agent, as the case may be, reasonably believes is made on behalf of a Borrower in making Revolving Credit Loans or Swing Line Loans hereunder. Each such telephonic request for a Revolving Credit Loan or Swing Line Loan shall constitute a representation and warranty by the applicable Borrower as of the date thereof that the conditions contained in Section 4.2 have been satisfied with respect to such Borrower. Such telephonic request shall be confirmed promptly in writing, by facsimile or other mutually acceptable electronic transmission medium, which written confirmation must be received by the Administrative Agent or Swing Line Agent, as the case may be, on the proposed Borrowing Date in form and substance satisfactory to the Administrative Agent or Swing Line Agent, as the case may be. Each Borrower agrees to indemnify and hold harmless the Administrative Agent, the Swing Line Agent, each Lender and each Swing Line Lender for any reasonable action taken, including, without limitation, the making of Revolving Credit Loans or Swing Line Loans to such Borrower hereunder, or loss or expense incurred, by the Administrative Agent, the Swing Line Agent, such Lender or such Swing Line Lender in good faith reliance upon such telephonic request for a Revolving Credit Loan or Swing Line Loan; provided that such Borrower shall not be liable for any such indemnification to the Administrative Agent or the Swing Line Agent to the extent the same shall result solely form the gross negligence or willful misconduct of the Administrative Agent or the Swing Line Agent. (b) Notwithstanding any other provision hereof to the contrary, the Bank-Advisors may not, and shall not have the obligation to, (i) lend to (including, without limitation as a Swing Line Lender), (ii) participate or purchase a participation in, or make a Revolving Credit Loan to refund, repay or refinance, any Loan (including, without limitation, any Swing Line Loan) made by an Other Lender (including, without limitation, the Swing Line Lender) to, or (iii) share in a Benefited Lender’s excess payment or benefits of collateral or proceeds received from, in each case, any of their respective Affected Borrowers. With respect to a borrowing to be made by any Affected Borrower(s) (with borrowings made or to be made by and Loans made or to be made to any Affected Borrower or any Unaffected Borrower to include, for purposes of this Section 2.2(b), borrowings and Loans which are or are to be made to refund, refinance or repay Swing Line Loans made to such Affected Borrower or such Unaffected Borrower and participations which are or are to be purchased in Swing Line Loans and other Loans to such Affected Borrower or such Unaffected Borrower), the portion of such borrowing otherwise allocable to the related Bank-Advisor shall be allocated by the Administrative Agent to the Other Lenders (to the extent they have availability under their Commitments, and provided that no Lender shall be required to lend in excess of its Commitment) pro rata according to the amounts of their respective Available Commitments. Whenever borrowings are to be made by one or more Affected Borrowers and one or more Unaffected Borrowers on the same day, then for purposes of calculating the Lenders’ respective pro rata shares of borrowings by such Unaffected Borrower(s) there shall first be deducted from the Available Commitment of each Other Lender the amount of the Loans to be made by such Other Lender to the Affected Borrower(s) on such day. In the event that Loans are outstanding to one or more Affected Borrowers and as a result thereof, not all of the Aggregate Commitment is available to be borrowed by one or more Unaffected Borrowers, each Bank-Advisor that has previously not lent to such Affected Borrower(s) shall lend any or all such amounts not lent to such Affected Borrower(s) to such Unaffected Borrower(s) to the extent requested by it in conformance with the terms hereof but in no event more than its Available Commitment.

Procedure for Borrowing. (a) A Borrower may borrow under Each Borrowing shall be made upon the Commitments during the Commitment Period on any Business Day, provided that the Borrower Borrower's irrevocable written notice (or a Registrant on its behalfby telephone promptly confirmed in writing) shall give delivered to the Administrative Agent irrevocable notice in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 1:00 P.M. New York City time on 11:00 a.m. (Chicago time) (i) three (3) Business Days prior to the requested Borrowing Date Date, in accordance with Section 9.2), specifying (i) the amount to be borrowedcase of Offshore Rate Loans, and (ii) on the requested Borrowing Date. Subject to Section 2.15, in the aggregate case of Base Rate Loans, specifying: (A) the amount of each borrowing by a Borrower under the Commitments on any Borrowing Date such Borrowing, which shall be in an aggregate minimum amount equal to $100,000 or a whole multiple of $100,000 1,000,000 or any larger integral multiple thereof in excess thereof thereof; (orB) the requested Borrowing Date, if which shall be a Business Day; (C) the then Available Commitments are less than $100,000Type of Loans comprising such Borrowing; and (D) with respect to any Borrowing comprised of Offshore Rate Loans, the duration of the Interest Period applicable to such Loans included in such notice. If any Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such lesser amount). Upon receipt of any such notice from a Borrower Interest Period shall be three (or a Registrant on its behalf), 3) months; provided that no Interest Period shall extend beyond the Revolver Termination Date. (b) The Administrative Agent shall will promptly notify each Lender thereof. of its receipt of any Notice of Borrowing and of the amount of such Lender's Percentage of that Borrowing. (c) Each Lender will make the amount of its pro rata share Percentage of each borrowing Borrowing available to the Administrative Agent for the account of such the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 4:00 P.M., New York City Agent's Office by 1:00 p.m. (Chicago time, ) on the Borrowing Date requested by such the Borrower in funds immediately available to the Administrative Agent. Such borrowing The proceeds of all such Loans will then be made available to such the Borrower on such Borrowing Date by the Administrative Agent’s transferring Agent by wire to the account of such Borrower the aggregate of the amounts made available transfer in accordance with written instructions provided to the Administrative Agent by the Lenders and in Borrower of like funds as received by the Administrative Agent; provided that if, on the Borrowing Date of any Revolving Credit Loans of a Borrower, any Swing Line Loans to such Borrower shall be outstanding, the proceeds of such Revolving Credit Loans to such Borrower shall first be applied to pay in full such Swing Line Loans, with any remaining proceeds to be made available to such Borrower as provided above. (b) Notwithstanding any other provision hereof to the contrary, the Bank-Advisors may not, and shall not have the obligation to, (i) lend to (including, without limitation as a Swing Line Lender), (ii) participate or purchase a participation in, or make a Revolving Credit Loan to refund, repay or refinance, any Loan (including, without limitation, any Swing Line Loan) made by an Other Lender (including, without limitation, the Swing Line Lender) to, or (iii) share in a Benefited Lender’s excess payment or benefits of collateral or proceeds received from, in each case, any of their respective Affected Borrowers. With respect to a borrowing to be made by any Affected Borrower(s) (with borrowings made or to be made by and Loans made or to be made to any Affected Borrower or any Unaffected Borrower to include, for purposes of this Section 2.2(b), borrowings and Loans which are or are to be made to refund, refinance or repay Swing Line Loans made to such Affected Borrower or such Unaffected Borrower and participations which are or are to be purchased in Swing Line Loans and other Loans to such Affected Borrower or such Unaffected Borrower), the portion of such borrowing otherwise allocable to the related Bank-Advisor shall be allocated by the Administrative Agent to the Other Lenders (to the extent they have availability under their Commitments, and provided that no Lender shall be required to lend in excess of its Commitment) pro rata according to the amounts of their respective Available Commitments. Whenever borrowings are to be made by one or more Affected Borrowers and one or more Unaffected Borrowers on the same day, then for purposes of calculating the Lenders’ respective pro rata shares of borrowings by such Unaffected Borrower(s) there shall first be deducted from the Available Commitment of each Other Lender the amount of the Loans to be made by such Other Lender to the Affected Borrower(s) on such day. In the event that Loans are outstanding to one or more Affected Borrowers and as a result thereof, not all of the Aggregate Commitment is available to be borrowed by one or more Unaffected Borrowers, each Bank-Advisor that has previously not lent to such Affected Borrower(s) shall lend any or all such amounts not lent to such Affected Borrower(s) to such Unaffected Borrower(s) to the extent requested by it in conformance with the terms hereof but in no event more than its Available Commitment.

Procedure for Borrowing. (a) A Borrower may borrow under the Commitments during the Commitment Period on any Business DayIn order to effect a borrowing hereunder, provided that the Borrower (or a Registrant on its behalf) shall give the Administrative Agent irrevocable notice a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 1:00 P.M. P.M., New York City time on time, three (3) Business Days prior to the requested Borrowing Date in accordance with Section 9.2)Date, specifying (i) the amount to be borrowed, borrowed and (ii) the requested Borrowing DateDate (which must be during the Availability Period). Subject to Section 2.15, the aggregate amount of each Each borrowing by a Borrower under the Commitments on any Borrowing Date shall be in an aggregate amount equal to $100,000 50,000,000 or a whole multiple of $100,000 10,000,000 in excess thereof (or, if or in an amount equal to the then Available Commitments are less than $100,000, such lesser amount)remaining Commitments. Upon receipt of any such notice Notice of Borrowing from a Borrower (or a Registrant on its behalf)the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of such the Borrower at the office of the Administrative Agent specified in Section 9.2 Funding Office prior to 4:00 P.M.12:00 Noon, New York City time, on the Borrowing Date requested by such the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available not later than 1:00 P.M., New York City time, to such the Borrower on such Borrowing Date by the Administrative Agent’s transferring by wire to Agent crediting the account of the Borrower on the books of such Borrower office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent; provided that if, on . In no event may the Borrowing Date Borrower request more than four borrowings hereunder. Without duplication of any Revolving Credit Loans of a Borrower, any Swing Line Loans to such Borrower shall be outstandingthe fee set forth in Section 2.6, the proceeds of such Revolving Credit Loans to such Borrower shall first be applied agrees to pay in full such Swing Line Loans, with any remaining proceeds to be made available to such Borrower as provided above. (b) Notwithstanding any other provision hereof to the contrary, the Bank-Advisors may not, and shall not have the obligation to, (i) lend to (including, without limitation as a Swing Line Lender), (ii) participate or purchase a participation in, or make a Revolving Credit Loan to refund, repay or refinance, any Loan (including, without limitation, any Swing Line Loan) made by an Other Lender (including, without limitation, the Swing Line Lender) to, or (iii) share in a Benefited Lender’s excess payment or benefits of collateral or proceeds received from, in each case, any of their respective Affected Borrowers. With respect to a borrowing to be made by any Affected Borrower(s) (with borrowings made or to be made by and Loans made or to be made to any Affected Borrower or any Unaffected Borrower to include, for purposes of this Section 2.2(b), borrowings and Loans which are or are to be made to refund, refinance or repay Swing Line Loans made to such Affected Borrower or such Unaffected Borrower and participations which are or are to be purchased in Swing Line Loans and other Loans to such Affected Borrower or such Unaffected Borrower), the portion of such borrowing otherwise allocable to the related Bank-Advisor shall be allocated by the Administrative Agent to the Other Lenders (to the extent they have availability under their Commitments, and provided that no Lender shall be required to lend fees in excess of its Commitment) pro rata according to the amounts of their respective Available Commitments. Whenever borrowings are to be made by one or more Affected Borrowers and one or more Unaffected Borrowers on the same day, then for purposes of calculating dates previously agreed to in the Lenders’ respective pro rata shares of borrowings by such Unaffected Borrower(s) there shall first be deducted from the Available Commitment of each Other Lender the amount of the Loans to be made by such Other Lender to the Affected Borrower(s) on such day. In the event that Loans are outstanding to one or more Affected Borrowers and as a result thereof, not all of the Aggregate Commitment is available to be borrowed by one or more Unaffected Borrowers, each Bank-Advisor that has previously not lent to such Affected Borrower(s) shall lend any or all such amounts not lent to such Affected Borrower(s) to such Unaffected Borrower(s) to the extent requested by it in conformance with the terms hereof but in no event more than its Available CommitmentFee Letter.

Procedure for Borrowing. (a) A The Borrower shall deliver to the Administrative Agent a Borrowing Notice requesting that the Lenders make the Initial Loans on the Closing Date. Upon receipt of such Borrowing Notice, the Administrative Agent shall promptly notify each Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date each Lender shall make available to the Borrower an amount in immediately available funds equal to the Initial Loan or Initial Loans to be made by such Lender. (b) The Borrower may borrow under the Commitments during Additional Loans on or at any time after the Commitment Period on any Business DayClosing Date and prior to the Maturity Date, provided that the Borrower (or a Registrant on its behalf) shall give deliver to the Administrative Agent irrevocable notice a Borrowing Notice (which notice Borrowing Notice must be received by the Administrative Agent prior to 1:00 P.M. 12:00 Noon, New York City time on the requested Borrowing Date in accordance with Section 9.2)time, specifying (i) the amount three Business Days prior to be borrowed, and (ii) the requested Borrowing Date). Subject to Section 2.15, the aggregate amount Each borrowing of each borrowing by a Borrower Additional Loans under the Additional Commitments on any Borrowing Date shall be in an amount equal to $100,000 1,000,000 or a whole multiple of $100,000 in excess thereof (or, if the then Available aggregate amount of available Additional Commitments are is less than $100,0001,000,000, such lesser amount). Upon receipt of any such notice Borrowing Notice from a Borrower (or a Registrant on its behalf)the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make its Loan Percentage of the amount of its pro rata share of each borrowing of Additional Loans available to the Administrative Agent for the account of such the Borrower at the office of the Administrative Agent specified in Section 9.2 Funding Office prior to 4:00 P.M.12:00 Noon, New York City time, on the Borrowing Date requested by such the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to such the Borrower on such Borrowing Date by the Administrative Agent’s transferring by wire to the account of such Borrower the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent; provided that if, on . (c) The Administrative Agent is authorized to make the Borrowing Date Additional Loans available to the Borrower under this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Person. The Borrower agrees to establish and maintain the Designated Account with the Designated Account Bank for the purpose of any Revolving Credit Loans of a Borrower, any Swing Line Loans to such Borrower shall be outstanding, receiving the proceeds of such Revolving Credit the Initial Loans to such and the Additional Loans requested by the Borrower shall first be applied to pay in full such Swing Line Loans, with any remaining proceeds to be made available to such Borrower as provided above. (b) Notwithstanding any other provision hereof to the contrary, the Bank-Advisors may not, and shall not have the obligation to, (i) lend to (including, without limitation as a Swing Line Lender), (ii) participate or purchase a participation in, or make a Revolving Credit Loan to refund, repay or refinance, any Loan (including, without limitation, any Swing Line Loan) made by an Other Lender (including, without limitation, the Swing Line Lender) to, or (iii) share in a Benefited Lender’s excess payment or benefits of collateral or proceeds received from, in each case, any of their respective Affected Borrowers. With respect to a borrowing to be made by any Affected Borrower(s) (with borrowings made or to be made by and Loans made or to be made to any Affected Borrower or any Unaffected Borrower to include, for purposes of this Section 2.2(b), borrowings and Loans which are or are to be made to refund, refinance or repay Swing Line Loans made to such Affected Borrower or such Unaffected Borrower and participations which are or are to be purchased in Swing Line Loans and other Loans to such Affected Borrower or such Unaffected Borrower), the portion of such borrowing otherwise allocable to the related Bank-Advisor shall be allocated by the Administrative Agent to the Other Lenders (to the extent they have availability under their Commitments, and provided that no Lender shall be required to lend in excess of its Commitment) pro rata according to the amounts of their respective Available Commitments. Whenever borrowings are to be made by one or more Affected Borrowers and one or more Unaffected Borrowers on the same day, then for purposes of calculating the Lenders’ respective pro rata shares of borrowings by such Unaffected Borrower(s) there shall first be deducted from the Available Commitment of each Other Lender the amount of the Loans to be made by such Other Lender to the Affected Borrower(s) on such day. In the event that Loans are outstanding to one or more Affected Borrowers and as a result thereof, not all of the Aggregate Commitment is available to be borrowed by one or more Unaffected Borrowers, each Bank-Advisor that has previously not lent to such Affected Borrower(s) shall lend any or all such amounts not lent to such Affected Borrower(s) to such Unaffected Borrower(s) to the extent requested by it in conformance with the terms hereof but in no event more than its Available Commitmenthereunder.

Procedure for Borrowing. (a) A The Parent Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower (or a Registrant on its behalf) shall give the Administrative Agent irrevocable notice specifying the identity of each applicable Borrower (if not the Parent Borrower), the amount of the Initial Term B Loans and Initial Term C Loans to be borrowed on the Closing Date, the Type of Initial Term B Loans and Initial Term C Loans to be borrowed and, if applicable, the length of the initial Interest Period therefor (which notice must be have been received by the Administrative Agent prior to 1:00 P.M. P.M., New York City time on (or such later time as may be agreed by the requested Borrowing Date Administrative Agent in accordance with Section 9.2), specifying (iits reasonable discretion) at least three Business Days prior to the amount to be borrowedClosing Date, and (ii) the requested Borrowing Date. Subject to Section 2.15, the aggregate amount of each borrowing by a Borrower under the Commitments on any Borrowing Date shall be in an amount equal to $100,000 or a whole multiple of $100,000 in excess thereof (or, if the then Available Commitments are less than $100,000, such lesser amountirrevocable after funding). Upon receipt of any such notice from a Borrower (or a Registrant on its behalf), the Administrative Agent shall promptly notify each applicable Lender thereof. Each Lender having an Initial Term B Loan Commitment or an Initial Term C Loan Commitment, as applicable, will make the amount of its pro rata share of the Initial Term B Loan Commitments and Initial Term C Loan Commitments, as applicable, available, in each borrowing available to the Administrative Agent case for the account of such the applicable Borrower at the office of the Administrative Agent specified in Section 9.2 11.2 prior to 4:00 12:00 P.M., New York City timetime (or, if the time period for the Parent Borrower’s delivery of notice was extended, such later time as agreed to by the Parent Borrower and the Administrative Agent in its reasonable discretion, but in no event less than one hour following notice) on the Borrowing Closing Date requested by such Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to such Borrower The Administrative Agent shall on such Borrowing Date by the Administrative Agent’s transferring by wire to date credit the account of such the applicable Borrower on the books of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. (b) The Borrowers may borrow under the Revolving Commitments during the applicable Revolving Commitment Period on any Business Day; provided that ifthe Parent Borrower shall give the Administrative Agent notice (which notice shall be irrevocable if the Borrowing Date is not the Closing Date and must be received by the Administrative Agent prior to (a) (x) in the case of Revolving Loans denominated in a currency other than Australian Dollars or Sterling, 1:00 P.M., New York City time (or such later time as may be agreed by the Administrative Agent in its reasonable discretion), at least three Business Days prior to the Closing Date and (y) in the case of Revolving Loans denominated in Australian Dollars and Sterling, 12:00 P.M., New York City time (or such later time as may be agreed by the Administrative Agent in its reasonable discretion), at least five Business Days prior to the Closing Date, in each of clause (x) and (y) if the requested Borrowing Date is the Closing Date, (b) 1:00 P.M., New York City time, at least three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to the requested Borrowing Date (if such Borrowing Date is not the Closing Date), if all or any part of the requested Revolving Loans are to be initially Term SOFR Loans, Eurocurrency Loans, BA Equivalent Loans or Canadian Prime Rate Loans, (c) 12:00 P.M., New York City time (or such later time as may be agreed to by the Administration Agent in its reasonable discretion), at least one Business Day prior to the requested Borrowing Date (if such Borrowing Date is not the Closing Date), for ABR Loans or (d) 12:00 P.M., New York City time (or such later time as may be agreed to by the Administration Agent in its reasonable discretion), at least five Business Day prior to the requested Borrowing Date (if such Borrowing Date is not the Closing Date), for Eurocurrency Loans denominated in Australian Dollars and Sterling, in each case specifying (i) the amount to be borrowed, (ii) the identity of each applicable Borrower (if not the Parent Borrower), (iii) the requested Borrowing Date, (iv) whether the borrowing is to be of Loan denominated in Dollars, Euro or another Designated Foreign Currency, (v) whether the borrowing is to be of Eurocurrency Loans, Term SOFR Loans, ABR Loans, BA Equivalent Loans, Canadian Prime Rate Loans or a combination thereof and (vi) if the borrowing is to be entirely or partly of Eurocurrency Loans, Term SOFR Loans or BA Equivalent Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods therefor. For the avoidance of doubt, Revolving Loans denominated in Dollars may not be requested as a borrowing of Eurocurrency Loans. (c) (x) Each borrowing of ABR Loans under the Revolving Commitments shall be in an amount equal to, except any ABR Loan to be used solely to pay a like amount of outstanding Reimbursement Amount or Swing Line Loans, $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if the then Available Revolving Commitments are less than $1,000,000, such lesser amount), (y) the Dollar Equivalent of the principal amount of each borrowing of Canadian Prime Rate Loans under the Revolving Commitments shall be in an amount equal to, except any Canadian Prime Loan to be used solely to pay a like amount of outstanding Reimbursement Amount, $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if the then Available Revolving Commitments are less than $1,000,000, such lesser amount) and (z) each borrowing of Term SOFR Loans or Eurocurrency Loans under the Revolving Commitments shall be in an amount equal to (or, in the case of Eurocurrency Loans to be made in any Designated Foreign Currency and S▇▇▇▇ Loans, the Dollar Equivalent of the principal amount thereof shall be in an amount equal to) $1,000,000 or a whole multiple of $500,000 in excess thereof. Upon receipt of any such notice from the Parent Borrower, the Administrative Agent shall promptly notify each Revolving Lender thereof. Subject to the satisfaction of the conditions precedent specified in Section 6.2 (and, Section 6.1, in the case of an initial Borrowing hereunder on the Closing Date), each Lender shall make the amount of its pro rata share of each borrowing of Revolving Loans available to the Administrative Agent for the account of the applicable Borrower at the office of the Administrative Agent specified in Section 11.2 prior to (i) 2:30 P.M. New York City time, in the case of Loans denominated in Dollars, (ii) 3:00 P.M. New York City time, one Business Day prior to the requested Borrowing Date, in the case of Loans denominated in Australian Dollars and Sterling and (iii) 8:00 A.M. New York City time in the case of Loans denominated in Euro or other applicable Designated Foreign Currency (other than Australian Dollars and Sterling) (or 10:00 A.M., New York City time in the case of an initial borrowing hereunder (or, if the time period for the Parent Borrower’s delivery of notice was extended, such later time as agreed to by the Parent Borrower and the Administrative Agent in its reasonable discretion, but in no event less than one hour following notice)), or at such other office of the Administrative Agent or at such other time as to which the Administrative Agent shall notify such Lender and the Parent Borrower reasonably in advance of the Borrowing Date with respect thereto, on the Borrowing Date of any Revolving Credit Loans of a Borrower, any Swing Line Loans requested by the Parent Borrower in Dollars or the applicable Designated Foreign Currency and in funds immediately available to such Borrower shall be outstanding, the proceeds of such Revolving Credit Loans to such Borrower shall first be applied to pay in full such Swing Line Loans, with any remaining proceeds to Administrative Agent. Such borrowing will then be made available to such the applicable Borrower as provided above. (b) Notwithstanding any other provision hereof to the contrary, the Bank-Advisors may not, and shall not have the obligation to, (i) lend to (including, without limitation as a Swing Line Lender), (ii) participate or purchase a participation in, or make a Revolving Credit Loan to refund, repay or refinance, any Loan (including, without limitation, any Swing Line Loan) made by an Other Lender (including, without limitation, the Swing Line Lender) to, or (iii) share in a Benefited Lender’s excess payment or benefits of collateral or proceeds received from, in each case, any of their respective Affected Borrowers. With respect to a borrowing to be made by any Affected Borrower(s) (with borrowings made or to be made by and Loans made or to be made to any Affected Borrower or any Unaffected Borrower to include, for purposes of this Section 2.2(b), borrowings and Loans which are or are to be made to refund, refinance or repay Swing Line Loans made to such Affected Borrower or such Unaffected Borrower and participations which are or are to be purchased in Swing Line Loans and other Loans to such Affected Borrower or such Unaffected Borrower), the portion of such borrowing otherwise allocable to the related Bank-Advisor shall be allocated by the Administrative Agent crediting the account of the applicable Borrower on the books of the Administrative Agent with the aggregate of the amounts made available to the Other Administrative Agent by the Lenders (to and in like funds as received by the extent they have availability under their Commitments, and provided that no Lender shall be required to lend in excess of its Commitment) pro rata according to the amounts of their respective Available Commitments. Whenever borrowings are to be made by one or more Affected Borrowers and one or more Unaffected Borrowers on the same day, then for purposes of calculating the Lenders’ respective pro rata shares of borrowings by such Unaffected Borrower(s) there shall first be deducted from the Available Commitment of each Other Lender the amount of the Loans to be made by such Other Lender to the Affected Borrower(s) on such day. In the event that Loans are outstanding to one or more Affected Borrowers and as a result thereof, not all of the Aggregate Commitment is available to be borrowed by one or more Unaffected Borrowers, each Bank-Advisor that has previously not lent to such Affected Borrower(s) shall lend any or all such amounts not lent to such Affected Borrower(s) to such Unaffected Borrower(s) to the extent requested by it in conformance with the terms hereof but in no event more than its Available CommitmentAdministrative Agent.

Procedure for Borrowing. (a) A The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower (or a Registrant on its behalf) shall give gave the Administrative Agent irrevocable notice (which notice must be received by in writing in the Administrative Agent prior to 1:00 P.M. New York City time form of a Borrowing Notice requesting that the Initial 2012 Lenders make the Loans on the requested Closing Date. Such Borrowing Date Notice specified whether the Loans initially consisted of Alternate Base Rate Loans or LIBOR Loans and in accordance the case of LIBOR Loans, the Interest Period or Interest Periods with Section 9.2)respect thereto. If no election of an Interest Period was specified in such Borrowing Notice in the case of a Borrowing consisting of LIBOR Loans, specifying (i) the amount such notice was deemed to be borrowed, and a request for an Interest Period of one (ii1) month. If no election was made as to the requested Borrowing Date. Subject to Section 2.15, the aggregate amount Type of each borrowing by a Borrower under the Commitments on any Borrowing Date shall be in an amount equal to $100,000 or a whole multiple of $100,000 in excess thereof (or, if the then Available Commitments are less than $100,000Loan, such lesser amount)Borrowing Notice was deemed to be a request for a Borrowing consisting of Alternate Base Rate Loans. Upon receipt of any such notice from a Borrower (or a Registrant on its behalf), Borrowing Notice the Administrative Agent shall promptly notify notified each Initial 2012 Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of such Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 4:00 Not later than 2:00 P.M., New York City time, on the Borrowing Closing Date requested by such Borrower in funds immediately each Initial 2012 Lender made available to the Administrative AgentAgent at the Funding Office an amount in immediately available funds equal to its Commitment. Such borrowing will then be made available to such Borrower on such Borrowing Date by the The Administrative Agent’s transferring by wire to the account of such Borrower Agent disbursed the aggregate of the amounts made available to the Administrative Agent by the Lenders and by depositing such amount in like immediately available funds as received by to the Administrative Agent; provided that if, on account of the Borrower specified in the Borrowing Date of any Revolving Credit Notice. Each Lender may, at its option, fulfill its obligation to make LIBOR Loans of by causing a Borrower, any Swing Line Loans to such Borrower shall be outstanding, the proceeds foreign branch or Affiliate of such Revolving Credit Loans Lender to fund such Borrower shall first be applied to pay in full LIBOR Loans; provided, however, that any exercise of such Swing Line Loans, with any remaining proceeds to be made available to such Borrower as provided above. (b) Notwithstanding any other provision hereof to the contrary, the Bank-Advisors may not, and option shall not have affect the obligation to, (i) lend to (including, without limitation as a Swing Line Lender), (ii) participate or purchase a participation in, or make a Revolving Credit Loan to refund, repay or refinance, any Loan (including, without limitation, any Swing Line Loan) made by an Other Lender (including, without limitation, of the Swing Line Lender) to, or (iii) share in a Benefited Lender’s excess payment or benefits of collateral or proceeds received from, in each case, any of their respective Affected Borrowers. With respect to a borrowing to be made by any Affected Borrower(s) (with borrowings made or to be made by and Loans made or to be made to any Affected Borrower or any Unaffected Borrower to include, for purposes of this Section 2.2(b), borrowings and repay Loans which are or are to be made to refund, refinance or repay Swing Line Loans made to such Affected Borrower or such Unaffected Borrower and participations which are or are to be purchased in Swing Line Loans and other Loans to such Affected Borrower or such Unaffected Borrower), the portion of such borrowing otherwise allocable to the related Bank-Advisor shall be allocated by the Administrative Agent to the Other Lenders (to the extent they have availability under their Commitments, and provided that no Lender shall be required to lend in excess of its Commitment) pro rata according to the amounts of their respective Available Commitments. Whenever borrowings are to be made by one or more Affected Borrowers and one or more Unaffected Borrowers on the same day, then for purposes of calculating the Lenders’ respective pro rata shares of borrowings by such Unaffected Borrower(s) there shall first be deducted from the Available Commitment of each Other Lender the amount of the Loans to be made by such Other Lender to the Affected Borrower(s) on such day. In the event that Loans are outstanding to one or more Affected Borrowers and as a result thereof, not all of the Aggregate Commitment is available to be borrowed by one or more Unaffected Borrowers, each Bank-Advisor that has previously not lent to such Affected Borrower(s) shall lend any or all such amounts not lent to such Affected Borrower(s) to such Unaffected Borrower(s) to the extent requested by it in conformance accordance with the terms hereof but or increase the costs to the Borrower payable hereunder in no event respect of LIBOR Loans. Subject to the other provisions of this Section 2.1 and the provisions of Section 2.6, Loans of more than its Available Commitmentone Type may be outstanding at the same time.

Procedure for Borrowing. (a) A Each Borrowing shall be made upon Borrower may borrow under Representative’s irrevocable (subject to Section 10.5) written notice delivered to Agent substantially in the Commitments during the Commitment Period on form of a Notice of Borrowing or in a writing in any Business Dayother form acceptable to Agent, provided that the Borrower (or a Registrant on its behalf) shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 1:00 P.M. 2:00 p.m. (New York City time time) on the date which is two (2) Business Days prior to the requested Borrowing Date in accordance with Section 9.2), specifying date of such Borrowing. Such Notice of Borrowing shall specify: (i) the amount to of the Borrowing (which shall be borrowed, and in an aggregate minimum principal amount of $250,000); and (ii) the requested Borrowing Date. Subject to Section 2.15date, the aggregate amount of each borrowing by a Borrower under the Commitments on any Borrowing Date which shall be in an amount equal to $100,000 or a whole multiple of $100,000 in excess thereof (or, if the then Available Commitments are less than $100,000, such lesser amount). Upon receipt of any such notice from a Borrower (or a Registrant on its behalf), the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of such Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 4:00 P.M., New York City time, on the Borrowing Date requested by such Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to such Borrower on such Borrowing Date by the Administrative Agent’s transferring by wire to the account of such Borrower the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent; provided that if, on the Borrowing Date of any Revolving Credit Loans of a Borrower, any Swing Line Loans to such Borrower shall be outstanding, the proceeds of such Revolving Credit Loans to such Borrower shall first be applied to pay in full such Swing Line Loans, with any remaining proceeds to be made available to such Borrower as provided aboveBusiness Day. (b) Notwithstanding any other provision hereof to No Borrowing shall cause the contrary, the Bank-Advisors may not, and shall not have the obligation to, (i) lend to (including, without limitation as a Swing Line Lender), (ii) participate or purchase a participation in, or make a Revolving Credit Loan to refund, repay or refinance, any Loan (including, without limitation, any Swing Line Loan) made by an Other Lender (including, without limitation, the Swing Line Lender) to, or (iii) share in a Benefited Lender’s excess payment or benefits of collateral or proceeds received from, in each case, any of their respective Affected Borrowers. With respect to a borrowing to be made by any Affected Borrower(s) (with borrowings made or to be made by and Loans made or to be made to any Affected Borrower or any Unaffected Borrower to include, for purposes of this Section 2.2(b), borrowings and Loans which are or are to be made to refund, refinance or repay Swing Line Loans made to such Affected Borrower or such Unaffected Borrower and participations which are or are to be purchased in Swing Line Loans and other Loans to such Affected Borrower or such Unaffected Borrower), the portion of such borrowing otherwise allocable to the related Bank-Advisor shall be allocated by the Administrative Agent to the Other Lenders (to the extent they have availability under their Commitments, and provided that no Lender shall be required to lend in excess of its Commitment) pro rata according to the amounts of their respective Available Commitments. Whenever borrowings are to be made by one or more Affected Borrowers and one or more Unaffected Borrowers on the same day, then for purposes of calculating the Lenders’ respective pro rata shares of borrowings by such Unaffected Borrower(s) there shall first be deducted from the Available Commitment of each Other Lender the amount outstanding principal balance of the Loans to exceed the Maximum Permitted Loan Balance applicable on the date such Borrowing will be funded. (c) Upon receipt of a Notice of Borrowing, Agent will promptly notify each Lender of such Notice of Borrowing and of the amount of such ▇▇▇▇▇▇’s Commitment Percentage of the Borrowing. (d) Unless Agent is otherwise directed in writing by Borrower Representative, the proceeds of each requested Borrowing after the Closing Date will be made available to Borrowers by Agent by wire transfer of such Other Lender amount to Borrower Representative pursuant to wire transfer instructions provided by Borrower Representative to Agent. In making any such advance, Agent shall be entitled to rely on any wire transfer instructions delivered to Agent by Borrower Representative that Agent in good faith believes to be genuine and Agent shall have no duty to inquire as to the Affected Borrower(s) on such day. In the event that Loans are outstanding to one or more Affected Borrowers and as a result thereof, not all authorization of the Aggregate Commitment is available to be borrowed by one or more Unaffected Borrowers, each Bank-Advisor that has previously not lent to such Affected Borrower(s) shall lend any or all such amounts not lent to such Affected Borrower(s) to such Unaffected Borrower(s) to Person delivering the extent requested by it in conformance with the terms hereof but in no event more than its Available Commitmentwire transfer instructions on behalf of Borrower Representative.

Procedure for Borrowing. (a) A The Borrower may borrow under the Commitments during the Commitment Period Acquisition Loan Facility on any Business Day, Day prior to the Termination Date in an aggregate principal amount not exceeding the Availability at such time; provided that the Borrower (or a Registrant on its behalf) shall give the Administrative Agent irrevocable notice substantially in the form of Annex I (a "Notice of Borrowing") (which notice must be received by the Administrative Agent prior to 1:00 P.M. 11:00 a.m., New York City time on time, two Business Days prior to the requested Borrowing Date in accordance with Section 9.2Date), specifying specifying: (i) the amount to be borrowed, and ; (ii) the requested Borrowing Date. Subject ; (iii) wire instructions of the seller party or distribution agent/title company to any Acquisition (or other Persons) to which any portion of the Cash Purchase Price of any Acquisition to be financed with such borrowing is to be provided, including any such portion which is to be paid following consummation of such Acquisition in respect of post-closing adjustments, including, but not limited to, holdbacks, earnouts and escrows; (iv) the amount specified in any Notice of Borrowing may be adjusted upward or downward by up to 10% of such amount upon written notice to the Administrative Agent no later than one Business day prior to the requested Borrowing Date; provided that such adjustments shall not be deemed in any way to limit or modify the conditions to borrowing set forth in Section 2.15, the aggregate amount of each borrowing by a Borrower under the Commitments on any Borrowing Date 5.2 and shall be in an amount equal subject to $100,000 or a whole multiple of $100,000 in excess thereof the Availability for such Acquisition Loan borrowing; and (or, if the then Available Commitments are less than $100,000, such lesser amount). Upon v) upon receipt of any such notice from a Borrower (or a Registrant on its behalf), the Administrative Agent shall promptly notify each Lender thereof. Each Not later than 11:00 a.m. New York City time on the Borrowing Date specified in the Notice of Borrowing for any borrowing, each Lender will shall make the amount of its pro rata share of each borrowing available to the Administrative Agent for at its office specified in Section 10.2 the amount of such Lender's pro rata share of such borrowing in immediately available funds. The Administrative Agent shall on such date credit the account of the Borrower on the books of such Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 4:00 P.M., New York City time, on the Borrowing Date requested by such Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to such Borrower on such Borrowing Date by the Administrative Agent’s transferring by wire to the account of such Borrower with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent; provided that if, on the Borrowing Date of any Revolving Credit Loans of a Borrower, any Swing Line Loans to such Borrower shall be outstanding, the proceeds of such Revolving Credit Loans to such Borrower shall first be applied to pay in full such Swing Line Loans, with any remaining proceeds to be made available to such Borrower as provided above. (b) Notwithstanding any other provision hereof No later than three Business Days prior to the contraryproposed Borrowing Date, the Bank-Advisors may not, Borrower shall also deliver to the Administrative Agent the following (and shall not have the obligation to, of the Lenders to make the requested Acquisition Loan on the proposed Borrowing Date is contingent on the timely receipt thereof): (i) lend to (includinga calculation of the Availability, without limitation as certified by a Swing Line Lender), Responsible Officer of the Borrower; (ii) participate or purchase a participation in, or make a Revolving Credit Loan Borrowing Base Certificate showing the Borrowing Base as of such Borrowing Date after giving effect to refund, repay or refinance, any Loan (including, without limitation, any Swing Line such Acquisition Loan) made by an Other Lender (including, without limitation, the Swing Line Lender) to, or ; (iii) share in (A) a Benefited Lender’s excess payment or benefits written instruction signed by a Responsible Officer of collateral or proceeds received from, in each case, any of their respective Affected Borrowers. With respect to a borrowing to be made by any Affected Borrower(s) (with borrowings made or to be made by and Loans made or to be made to any Affected the Borrower or any Unaffected Borrower to include, for purposes of this Section 2.2(b), borrowings and Loans which are or are to be made to refund, refinance or repay Swing Line Loans made to such Affected Borrower or such Unaffected Borrower and participations which are or are to be purchased in Swing Line Loans and other Loans to such Affected Borrower or such Unaffected Borrower), the portion of such borrowing otherwise allocable to the related Bank-Advisor shall be allocated by directing the Administrative Agent to wire the Other Lenders (proceeds of the Acquisition Loans to the extent they have availability under their Commitmentsaccounts and Persons specified in such Notice of Borrowing, and provided that no Lender shall (B) a report specifying for each Tower being acquired with such borrowing, (1) the "Tower Identifier" (name/ID) of such Tower, (2) the latitude and longitude of such Tower, (3) the Acquisition Price of such Tower, (4) the projected monthly Tower Cash Flow for such Tower, and (5) whether the Tower will be required owned in fee, or subject to lend in excess of its Commitment) pro rata according to the amounts of their respective Available Commitments. Whenever borrowings are to be made by one a Ground Lease, a Site Management Agreement or more Affected Borrowers and one or more Unaffected Borrowers on the same day, then for purposes of calculating the Lenders’ respective pro rata shares of borrowings by such Unaffected Borrower(s) there shall first be deducted from the Available Commitment of each Other Lender the amount of the Loans to be made by such Other Lender to the Affected Borrower(s) on such day. In the event that Loans are outstanding to one or more Affected Borrowers and as a result thereof, not all of the Aggregate Commitment is available to be borrowed by one or more Unaffected Borrowers, each Bank-Advisor that has previously not lent to such Affected Borrower(s) shall lend any or all such amounts not lent to such Affected Borrower(s) to such Unaffected Borrower(s) to the extent requested by it in conformance with the terms hereof but in no event more than its Available Commitment.an Easement; and

Procedure for Borrowing. (a) A Borrower may borrow under Each Borrowing shall ----------------------- be made upon the Commitments during the Commitment Period on any Business Day, provided that the Borrower (or a Registrant on its behalf) shall give Borrower's irrevocable written notice delivered to the Administrative Agent irrevocable notice in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 1:00 P.M. New York City time on 9:00 a.m. (San Francisco time) (x) three Business Days prior to the requested Borrowing Date Date, in accordance with Section 9.2)the case of Offshore Rate Loans; and (y) one Business Day prior to the requested Borrowing Date, specifying in the case of Base Rate Loans, specifying: (i) the amount to of the Borrowing, which shall be borrowed, and in an aggregate minimum amount of $5,000,000 or any multiple of $500,000 in excess thereof; (ii) the requested Borrowing Date, which shall be a Business Day; (iii) the Type of Loans comprising the Borrowing; and (iv) the duration of the Interest Period applicable to any Offshore Loans included in such notice. Subject If the Notice of Borrowing fails to Section 2.15specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months. provided, however, that with respect to the Borrowing of Offshore Rate Loans to -------- ------- be made on the Effective Date, the aggregate amount Notice of each borrowing by a Borrower under the Commitments on any Borrowing Date shall be in an amount equal delivered to $100,000 or a whole multiple of $100,000 in excess thereof (or, if the then Available Commitments are less than $100,000, such lesser amount). Upon receipt of any such notice from a Borrower (or a Registrant on its behalf), the Administrative Agent shall not later than 2:00 p.m. (San Francisco time) three (3) Business Days before the Effective Date. (b) The Administrative Agent will promptly notify each Lender thereof. of its receipt of any Notice of Borrowing and of the amount of such Lender's Pro Rata Share of that Borrowing. (c) Each Lender will make the amount of its pro rata share Pro Rata Share of each borrowing Borrowing available to the Administrative Agent for the account of such the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 4:00 P.M., New York City Agent's Payment Office by 10:00 a.m. (San Francisco time, ) on the Borrowing Date requested by such the Borrower in funds immediately available to the Administrative Agent. Such borrowing The proceeds of all such Loans will then be made available to such the Borrower on such Borrowing Date by the Administrative Agent’s transferring Agent by wire to the account of such Borrower the aggregate of the amounts made available transfer in accordance with written instructions provided to the Administrative Agent by the Lenders and in Borrower of like funds as received by the Administrative Agent; provided that if, on the Borrowing Date of any Revolving Credit Loans of a Borrower, any Swing Line Loans to such Borrower shall be outstanding, the proceeds of such Revolving Credit Loans to such Borrower shall first be applied to pay in full such Swing Line Loans, with any remaining proceeds to be made available to such Borrower as provided above. (bd) Notwithstanding any other provision hereof to the contrary, the Bank-Advisors may not, and shall not have the obligation to, (i) lend to (including, without limitation as a Swing Line Lender), (ii) participate or purchase a participation in, or make a Revolving Credit Loan to refund, repay or refinance, any Loan (including, without limitation, any Swing Line Loan) made by an Other Lender (including, without limitation, the Swing Line Lender) to, or (iii) share in a Benefited Lender’s excess payment or benefits of collateral or proceeds received from, in each case, any of their respective Affected Borrowers. With respect to a borrowing to be made by any Affected Borrower(s) (with borrowings made or to be made by and Loans made or to be made After giving effect to any Affected Borrower or any Unaffected Borrower to includeBorrowing, for purposes of this Section 2.2(b), borrowings and Loans which are or are to there may not be made to refund, refinance or repay Swing Line Loans made to such Affected Borrower or such Unaffected Borrower and participations which are or are to be purchased in Swing Line Loans and other Loans to such Affected Borrower or such Unaffected Borrower), the portion of such borrowing otherwise allocable to the related Bank-Advisor shall be allocated by the Administrative Agent to the Other Lenders (to the extent they have availability under their Commitments, and provided that no Lender shall be required to lend in excess of its Commitment) pro rata according to the amounts of their respective Available Commitments. Whenever borrowings are to be made by one or more Affected Borrowers and one or more Unaffected Borrowers on the same day, then for purposes of calculating the Lenders’ respective pro rata shares of borrowings by such Unaffected Borrower(s) there shall first be deducted from the Available Commitment of each Other Lender the amount of the Loans to be made by such Other Lender to the Affected Borrower(s) on such day. In the event that Loans are outstanding to one or more Affected Borrowers and as a result thereof, not all of the Aggregate Commitment is available to be borrowed by one or more Unaffected Borrowers, each Bank-Advisor that has previously not lent to such Affected Borrower(s) shall lend any or all such amounts not lent to such Affected Borrower(s) to such Unaffected Borrower(s) to the extent requested by it in conformance with the terms hereof but in no event more than its Available Commitmentfive (5) different Interest Periods in effect.

Procedure for Borrowing. (a) A The Parent Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower (or a Registrant on its behalf) shall give the Administrative Agent irrevocable notice specifying the identity of each applicable Borrower (if not the Parent Borrower), the amount of the Initial Term B Loans and Initial Term C Loans to be borrowed on the Closing Date, the Type of Initial Term B Loans and Initial Term C Loans to be borrowed and, if applicable, the length of the initial Interest Period therefor (which notice must be have been received by the Administrative Agent prior to 1:00 P.M. P.M., New York City time on (or such later time as may be agreed by the requested Borrowing Date Administrative Agent in accordance with Section 9.2), specifying (iits reasonable discretion) at least three Business Days prior to the amount to be borrowedClosing Date, and (ii) the requested Borrowing Date. Subject to Section 2.15, the aggregate amount of each borrowing by a Borrower under the Commitments on any Borrowing Date shall be in an amount equal to $100,000 or a whole multiple of $100,000 in excess thereof (or, if the then Available Commitments are less than $100,000, such lesser amountirrevocable after funding). Upon receipt of any such notice from a Borrower (or a Registrant on its behalf), the Administrative Agent shall promptly notify each applicable Lender thereof. Each Lender having an Initial Term B Loan Commitment or an Initial Term C Loan Commitment, as applicable, will make the amount of its pro rata share of the Initial Term B Loan Commitments and Initial Term C Loan Commitments, as applicable, available, in each borrowing available to the Administrative Agent case for the account of such the applicable Borrower at the office of the Administrative Agent specified in Section 9.2 11.2 prior to 4:00 12:00 P.M., New York City timetime (or, if the time period for the Parent Borrower’s delivery of notice was extended, such later time as agreed to by the Parent Borrower and the Administrative Agent in its reasonable discretion, but in no event less than one hour following notice) on the Borrowing Closing Date requested by such Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to such Borrower The Administrative Agent shall on such Borrowing Date by the Administrative Agent’s transferring by wire to date credit the account of such the applicable Borrower on the books of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. (b) The Borrowers may borrow under the Revolving Commitments during the applicable Revolving Commitment Period on any Business Day; provided that ifthe Parent Borrower shall give the Administrative Agent notice (which notice shall be irrevocable if the Borrowing Date is not the Closing Date and must be received by the Administrative Agent prior to (a) (x) in the case of Revolving Loans denominated in a currency other than Australian Dollars or Sterling, 1:00 P.M., New York City time (or such later time as may be agreed by the Administrative Agent in its reasonable discretion), at least three Business Days prior to the Closing Date and (y) in the case of Revolving Loans denominated in Australian Dollars and Sterling, 12:00 P.M., New York City time (or such later time as may be agreed by the Administrative Agent in its reasonable discretion), at least five Business Days prior to the Closing Date, in each of clause (x) and (y) if the requested Borrowing Date is the Closing Date, (b) 1:00 P.M., New York City time, at least three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to the requested Borrowing Date (if such Borrowing Date is not the Closing Date), if all or any part of the requested Revolving Loans are to be initially Eurocurrency Loans, BA Equivalent Loans or Canadian Prime Rate Loans, (c) 12:00 P.M., New York City time (or such later time as may be agreed to by the Administration Agent in its reasonable discretion), at least one Business Day prior to the requested Borrowing Date (if such Borrowing Date is not the Closing Date), for ABR Loans or (d) 12:00 P.M., New York City time (or such later time as may be agreed to by the Administration Agent in its reasonable discretion), at least five Business Day prior to the requested Borrowing Date (if such Borrowing Date is not the Closing Date), for Eurocurrency Loans denominated in Australian Dollars and Sterling, in each case specifying (i) the amount to be borrowed, (ii) the identity of each applicable Borrower (if not the Parent Borrower), (iii) the requested Borrowing Date, (iv) whether the borrowing is to be of Loan denominated in Dollars, Euro or another Designated Foreign Currency, (v) whether the borrowing is to be of Eurocurrency Loans, ABR Loans, BA Equivalent Loans, Canadian Prime Rate Loans or a combination thereof and (vi) if the borrowing is to be entirely or partly of Eurocurrency Loans or BA Equivalent Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods therefor. (c) (x) Each borrowing of ABR Loans under the Revolving Commitments shall be in an amount equal to, except any ABR Loan to be used solely to pay a like amount of outstanding Reimbursement Amount or Swing Line Loans, $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if the then Available Revolving Commitments are less than $1,000,000, such lesser amount), (y) the Dollar Equivalent of the principal amount of each borrowing of Canadian Prime Rate Loans under the Revolving Commitments shall be in an amount equal to, except any Canadian Prime Loan to be used solely to pay a like amount of outstanding Reimbursement Amount, $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if the then Available Revolving Commitments are less than $1,000,000, such lesser amount) and (z) each borrowing of Eurocurrency Loans under the Revolving Commitments shall be in an amount equal to (or, in the case of Eurocurrency Loans to be made in any Designated Foreign Currency and ▇▇▇▇▇ Loans, the Dollar Equivalent of the principal amount thereof shall be in an amount equal to) $1,000,000 or a whole multiple of $500,000 in excess thereof. Upon receipt of any such notice from the Parent Borrower, the Administrative Agent shall promptly notify each Revolving Lender thereof. Subject to the satisfaction of the conditions precedent specified in Section 6.2 (and, Section 6.1, in the case of an initial Borrowing hereunder on the Closing Date), each Lender shall make the amount of its pro rata share of each borrowing of Revolving Loans available to the Administrative Agent for the account of the applicable Borrower at the office of the Administrative Agent specified in Section 11.2 prior to (i) 2:30 P.M. New York City time, in the case of Loans denominated in Dollars, (ii) 3:00 P.M. New York City time, one Business Day prior to the requested Borrowing Date, in the case of Loans denominated in Australian Dollars and Sterling and (iii) 8:00 A.M. New York City time in the case of Loans denominated in Euro or other applicable Designated Foreign Currency (other than Australian Dollars and Sterling) (or 10:00 A.M., New York City time in the case of an initial borrowing hereunder (or, if the time period for the Parent Borrower’s delivery of notice was extended, such later time as agreed to by the Parent Borrower and the Administrative Agent in its reasonable discretion, but in no event less than one hour following notice)), or at such other office of the Administrative Agent or at such other time as to which the Administrative Agent shall notify such Lender and the Parent Borrower reasonably in advance of the Borrowing Date with respect thereto, on the Borrowing Date of any Revolving Credit Loans of a Borrower, any Swing Line Loans requested by the Parent Borrower in Dollars or the applicable Designated Foreign Currency and in funds immediately available to such Borrower shall be outstanding, the proceeds of such Revolving Credit Loans to such Borrower shall first be applied to pay in full such Swing Line Loans, with any remaining proceeds to Administrative Agent. Such borrowing will then be made available to such the applicable Borrower as provided above. (b) Notwithstanding any other provision hereof to the contrary, the Bank-Advisors may not, and shall not have the obligation to, (i) lend to (including, without limitation as a Swing Line Lender), (ii) participate or purchase a participation in, or make a Revolving Credit Loan to refund, repay or refinance, any Loan (including, without limitation, any Swing Line Loan) made by an Other Lender (including, without limitation, the Swing Line Lender) to, or (iii) share in a Benefited Lender’s excess payment or benefits of collateral or proceeds received from, in each case, any of their respective Affected Borrowers. With respect to a borrowing to be made by any Affected Borrower(s) (with borrowings made or to be made by and Loans made or to be made to any Affected Borrower or any Unaffected Borrower to include, for purposes of this Section 2.2(b), borrowings and Loans which are or are to be made to refund, refinance or repay Swing Line Loans made to such Affected Borrower or such Unaffected Borrower and participations which are or are to be purchased in Swing Line Loans and other Loans to such Affected Borrower or such Unaffected Borrower), the portion of such borrowing otherwise allocable to the related Bank-Advisor shall be allocated by the Administrative Agent crediting the account of the applicable Borrower on the books of the Administrative Agent with the aggregate of the amounts made available to the Other Administrative Agent by the Lenders (to and in like funds as received by the extent they have availability under their Commitments, and provided that no Lender shall be required to lend in excess of its Commitment) pro rata according to the amounts of their respective Available Commitments. Whenever borrowings are to be made by one or more Affected Borrowers and one or more Unaffected Borrowers on the same day, then for purposes of calculating the Lenders’ respective pro rata shares of borrowings by such Unaffected Borrower(s) there shall first be deducted from the Available Commitment of each Other Lender the amount of the Loans to be made by such Other Lender to the Affected Borrower(s) on such day. In the event that Loans are outstanding to one or more Affected Borrowers and as a result thereof, not all of the Aggregate Commitment is available to be borrowed by one or more Unaffected Borrowers, each Bank-Advisor that has previously not lent to such Affected Borrower(s) shall lend any or all such amounts not lent to such Affected Borrower(s) to such Unaffected Borrower(s) to the extent requested by it in conformance with the terms hereof but in no event more than its Available CommitmentAdministrative Agent.

Procedure for Borrowing. (a) A The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower (or a Registrant on its behalf) shall give the Administrative Agent irrevocable notice in writing in the form of a Borrowing Notice (which notice must be received by the Administrative Agent prior to 1:00 P.M. 2:00 P.M., New York City time time, (a) three (3) Business Days prior to the anticipated Closing Date, in the case of LIBOR Loans, or (b) one (1) Business Day prior to the anticipated Closing Date, in the case of Alternate Base Rate Loans) requesting that the Lenders make the Loans on the requested Closing Date. Such Borrowing Date Notice shall specify whether the Loans shall initially consist of Alternate Base Rate Loans or LIBOR Loans and in accordance the case of LIBOR Loans, the Interest Period or Interest Periods with Section 9.2)respect thereto. If no election of an Interest Period is specified in such Borrowing Notice in the case of a Borrowing consisting of LIBOR Loans, specifying (i) the amount such notice shall be deemed to be borroweda request for an Interest Period of one (1) month. If no election is made as to the Type of Loan, and (ii) the requested such Borrowing Date. Subject to Section 2.15, the aggregate amount of each borrowing by a Borrower under the Commitments on any Borrowing Date Notice shall be in an amount equal deemed to $100,000 or be a whole multiple request for a Borrowing consisting of $100,000 in excess thereof (or, if the then Available Commitments are less than $100,000, such lesser amount)Alternate Base Rate Loans. Upon receipt of any such notice from a Borrower (or a Registrant on its behalf), Borrowing Notice the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of such Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 4:00 Not later than 2:00 P.M., New York City time, on the Borrowing Closing Date requested by such Borrower in funds immediately each Lender shall make available to the Administrative AgentAgent at the Funding Office an amount in immediately available funds equal to its Commitment. Such borrowing will then be made available to such Borrower on such Borrowing Date by the The Administrative Agent’s transferring by wire to the account of such Borrower Agent shall disburse the aggregate of the amounts made available to the Administrative Agent by the Lenders and by depositing such amount in like immediately available funds as received by to the Administrative Agent; provided that if, on account of the Borrower specified in the Borrowing Date of any Revolving Credit Notice. Each Lender may, at its option, fulfill its obligation to make LIBOR Loans of by causing a Borrower, any Swing Line Loans to such Borrower shall be outstanding, the proceeds foreign branch or Affiliate of such Revolving Credit Loans Lender to fund such Borrower shall first be applied to pay in full LIBOR Loans; provided, however, that any exercise of such Swing Line Loans, with any remaining proceeds to be made available to such Borrower as provided above. (b) Notwithstanding any other provision hereof to the contrary, the Bank-Advisors may not, and option shall not have affect the obligation to, (i) lend to (including, without limitation as a Swing Line Lender), (ii) participate or purchase a participation in, or make a Revolving Credit Loan to refund, repay or refinance, any Loan (including, without limitation, any Swing Line Loan) made by an Other Lender (including, without limitation, of the Swing Line Lender) to, or (iii) share in a Benefited Lender’s excess payment or benefits of collateral or proceeds received from, in each case, any of their respective Affected Borrowers. With respect to a borrowing to be made by any Affected Borrower(s) (with borrowings made or to be made by and Loans made or to be made to any Affected Borrower or any Unaffected Borrower to include, for purposes of this Section 2.2(b), borrowings and repay Loans which are or are to be made to refund, refinance or repay Swing Line Loans made to such Affected Borrower or such Unaffected Borrower and participations which are or are to be purchased in Swing Line Loans and other Loans to such Affected Borrower or such Unaffected Borrower), the portion of such borrowing otherwise allocable to the related Bank-Advisor shall be allocated by the Administrative Agent to the Other Lenders (to the extent they have availability under their Commitments, and provided that no Lender shall be required to lend in excess of its Commitment) pro rata according to the amounts of their respective Available Commitments. Whenever borrowings are to be made by one or more Affected Borrowers and one or more Unaffected Borrowers on the same day, then for purposes of calculating the Lenders’ respective pro rata shares of borrowings by such Unaffected Borrower(s) there shall first be deducted from the Available Commitment of each Other Lender the amount of the Loans to be made by such Other Lender to the Affected Borrower(s) on such day. In the event that Loans are outstanding to one or more Affected Borrowers and as a result thereof, not all of the Aggregate Commitment is available to be borrowed by one or more Unaffected Borrowers, each Bank-Advisor that has previously not lent to such Affected Borrower(s) shall lend any or all such amounts not lent to such Affected Borrower(s) to such Unaffected Borrower(s) to the extent requested by it in conformance accordance with the terms hereof but or increase the costs to the Borrower payable hereunder in no event respect of LIBOR Loans. Subject to the other provisions of this Section 2.1 and the provisions of Section 2.6, Loans of more than its Available Commitmentone Type may be outstanding at the same time.

Procedure for Borrowing. (a) A Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower (or a Registrant on its behalf) shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 1:00 P.M. New York City P.▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇ time on the requested Borrowing Date in accordance with Section 9.2), specifying (i) the amount to be borrowed, and (ii) the requested Borrowing Date. Subject to Section 2.15, the aggregate amount of each borrowing by a Borrower under the Commitments on any Borrowing Date shall be in an amount equal to $100,000 1,000,000 or a whole multiple of $100,000 in excess thereof (or, if the then Available Commitments are less than $100,0001,000,000, such lesser amount). Upon receipt of any such notice from a Borrower (or a Registrant Fund on its behalf), the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of such Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 4:00 P.M., New York City time, on the Borrowing Date requested by such Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to such Borrower on such Borrowing Date by the Administrative Agent’s Agent transferring by wire to the account of such Borrower the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent; provided that if, on the Borrowing Date of any Revolving Credit Loans of a Borrower, any Swing Line Loans to such Borrower shall be outstanding, the proceeds of such Revolving Credit Loans to such Borrower shall first be applied to pay in full such Swing Line Loans, with any remaining proceeds to be made available to such Borrower as provided above. Anything to the contrary in this Agreement notwithstanding, each of the Administrative Agent, each Lender and the Swing Line Lender may rely solely upon a telephonic request which the Administrative Agent or the Swing Line Lender, as the case may be, reasonably believes is made on behalf of a Borrower in making Revolving Credit Loans or Swing Line Loans hereunder. Each such telephonic request for a Revolving Credit Loan or Swing Line Loan shall constitute a representation and warranty by the applicable Borrower as of the date thereof that the conditions contained in Section 4.2 have been satisfied with respect to such Borrower. Such telephonic request shall be confirmed promptly in writing, by facsimile or other mutually acceptable electronic transmission medium, which written confirmation must be received by the Administrative Agent or Swing Line Lender, as the case may be, on the proposed Borrowing Date in form and substance satisfactory to the Administrative Agent or Swing Line Lender, as the case may be. Each Borrower agrees to indemnify and hold harmless the Administrative Agent, each Lender and the Swing Line Lender for any reasonable action taken, including, without limitation, the making of Revolving Credit Loans or Swing Line Loans to such Borrower hereunder, or loss or expense incurred, by the Administrative Agent, such Lender or the Swing Line Lender in good faith reliance upon such telephonic request for a Revolving Credit Loan or Swing Line Loan; provided that such Borrower shall not be liable for any such action, loss or expense to the extent the same shall result solely from the gross negligence or willful misconduct of the Administrative Agent or the Swing Line Lender. (b) Notwithstanding any other provision hereof to the contrary, the Bank-Advisors may not, and shall not have the obligation to, (i) lend to (including, without limitation as a Swing Line Lender), (ii) participate or purchase a participation in, or make a Revolving Credit Loan to refund, repay or refinance, any Loan (including, without limitation, any Swing Line Loan) made by an Other Lender (including, without limitation, the Swing Line Lender) to, or (iii) share in a Benefited Lender’s excess payment or benefits of collateral or proceeds received from, in each case, any of their respective Affected Borrowers. With respect to a borrowing to be made by any Affected Borrower(s) (with borrowings made or to be made by and Loans made or to be made to any Affected Borrower or any Unaffected Borrower to include, for purposes of this Section 2.2(b), borrowings and Loans which are or are to be made to refund, refinance or repay Swing Line Loans made to such Affected Borrower or such Unaffected Borrower and participations which are or are to be purchased in Swing Line Loans and other Loans to such Affected Borrower or such Unaffected Borrower), the portion of such borrowing otherwise allocable to the related Bank-Advisor shall be allocated by the Administrative Agent to the Other Lenders (to the extent they have availability under their Commitments, and provided that no Lender shall be required to lend in excess of its Commitment) pro rata according to the amounts of their respective Available Commitments. Whenever borrowings are to be made by one or more Affected Borrowers and one or more Unaffected Borrowers on the same day, then for purposes of calculating the Lenders’ respective pro rata shares of borrowings by such Unaffected Borrower(s) there shall first be deducted from the Available Commitment of each Other Lender the amount of the Loans to be made by such Other Lender to the Affected Borrower(s) on such day. In the event that Loans are outstanding to one or more Affected Borrowers and as a result thereof, not all of the Aggregate Commitment is available to be borrowed by one or more Unaffected Borrowers, each Bank-Advisor that has previously not lent to such Affected Borrower(s) shall lend any or all such amounts not lent to such Affected Borrower(s) to such Unaffected Borrower(s) to the extent requested by it in conformance with the terms hereof but in no event more than its Available Commitment.in

Procedure for Borrowing. (a) A The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower (or a Registrant on its behalf) shall give the Administrative Agent irrevocable notice of the Borrowing by means of the completion and delivery to the Administrative Agent of the Funding Request (which notice Funding Request must be received by the Administrative Agent prior to 1:00 P.M. (a) 11:00 A.M., New York City time on time, three Business Days prior to the Borrowing Date, if all or any part of the requested Loans are to be initially Eurodollar Loans or (b) 11:00 A.M., New York City time, one Business Day prior to the Borrowing Date in accordance with Section 9.2Date, otherwise), specifying (i) the amount to be borrowed, and (ii) the requested Borrowing Date. Subject , (iii) whether the Borrowing is to Section 2.15be of Eurodollar Loans, ABR Loans or a combination thereof and (iv) if the Borrowing is to be entirely or partly of Eurodollar Loans, the aggregate amount respective amounts of each borrowing by a Borrower under such Loan and the Commitments on any Borrowing Date shall be in an amount equal to $100,000 or a whole multiple respective lengths of $100,000 in excess thereof (or, if the then Available Commitments are less than $100,000, such lesser amount)initial Interest Periods therefor. Upon receipt of any such notice the Funding Request from a Borrower (or a Registrant on its behalf)the Borrower, the Administrative Agent shall promptly notify each Lender of the aggregate amount of the Borrowing and of the amount of such Lender’s proportionate share thereof. Each Lender will make the amount of its pro rata proportionate share of each borrowing the Borrowing available to the Administrative Agent for the account of such the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 4:00 P.M.8:30 A.M., New York City time, on the Borrowing Date requested by such Borrower in funds immediately available to the Administrative Agent. Such borrowing The Borrowing will then be made available to such the Borrower on such Borrowing Date by the Administrative Agent’s transferring by wire to the Agent crediting such account of such the Borrower as indicated in the Funding Request with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent; provided that ifAgent prior to 9:30 A.M., New York City time, on the Borrowing Date of any Revolving Credit Loans of a Borrower, any Swing Line Loans to such Borrower shall be outstanding, the proceeds of such Revolving Credit Loans to such Borrower shall first be applied to pay in full such Swing Line Loans, with any remaining proceeds to be made available to such Borrower as provided aboveDate. (b) Notwithstanding any other provision hereof to the contrary, the Bank-Advisors may not, and shall not have the obligation to, (i) lend to (including, without limitation as a Swing Line Lender), (ii) participate or purchase a participation in, or make a Revolving Credit Loan to refund, repay or refinance, any Loan (including, without limitation, any Swing Line Loan) made by an Other Lender (including, without limitation, the Swing Line Lender) to, or (iii) share in a Benefited Lender’s excess payment or benefits of collateral or proceeds received from, in each case, any of their respective Affected Borrowers. With respect to a borrowing to be made by any Affected Borrower(s) (with borrowings made or to be made by and Loans made or to be made to any Affected Borrower or any Unaffected Borrower to include, for purposes of this Section 2.2(b), borrowings and Loans which are or are to be made to refund, refinance or repay Swing Line Loans made to such Affected Borrower or such Unaffected Borrower and participations which are or are to be purchased in Swing Line Loans and other Loans to such Affected Borrower or such Unaffected Borrower), the portion of such borrowing otherwise allocable to the related Bank-Advisor shall be allocated by the Administrative Agent to the Other Lenders (to the extent they have availability under their Commitments, and provided that no Lender shall be required to lend in excess of its Commitment) pro rata according to the amounts of their respective Available Commitments. Whenever borrowings are to be made by one or more Affected Borrowers and one or more Unaffected Borrowers on the same day, then for purposes of calculating the Lenders’ respective pro rata shares of borrowings by such Unaffected Borrower(s) there shall first be deducted from the Available Commitment of each Other Lender the amount of the Loans to be made by such Other Lender to the Affected Borrower(s) on such day. In the event that Loans are outstanding to one or more Affected Borrowers and as a result thereof, not all of the Aggregate Commitment is available to be borrowed by one or more Unaffected Borrowers, each Bank-Advisor that has previously not lent to such Affected Borrower(s) shall lend any or all such amounts not lent to such Affected Borrower(s) to such Unaffected Borrower(s) to the extent requested by it in conformance with the terms hereof but in no event more than its Available Commitment.

Procedure for Borrowing. (a) A Borrower may borrow under Each Borrowing shall be made upon the Commitments during the Commitment Period on any Business Day, provided that the Borrower (Borrower's irrevocable written or a Registrant on its behalf) shall give telephonic notice delivered to the Administrative Agent irrevocable (if in writing) in the form of a Notice of Borrowing (any such notice (which notice must to be received by the Administrative Agent prior to 1:00 P.M. not later than 11:00 a.m. (New York City time time) on the requested Borrowing Date (if telephonic, confirmed thereafter in accordance with Section 9.2writing in the form of a Notice of Borrowing), specifying specifying: (i) the amount to of the Borrowing, which shall be borrowed, and in an aggregate minimum amount of $500,000 or any multiple of $100,000 in excess thereof; and (ii) the requested Borrowing Date. Subject to Section 2.15, the aggregate amount of each borrowing by a Borrower under the Commitments on any Borrowing Date which shall be in an amount equal to $100,000 or a whole multiple of $100,000 in excess thereof Business Day. (or, if the then Available Commitments are less than $100,000, such lesser amount). Upon receipt of any such notice from a Borrower (or a Registrant on its behalf), the b) The Administrative Agent shall will promptly notify each Lender thereof. of its receipt of any Notice of Borrowing and of the amount of such Lender's Pro Rata Share of that Borrowing. (c) Each Lender will make the amount of its pro rata share Pro Rata Share of each borrowing Borrowing available to the Administrative Agent for the account of such the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 4:00 P.M., Agent's Payment Office by 1:00 p.m. (New York City time, ) on the Borrowing Date requested by such the Borrower in funds immediately available to the Administrative Agent. Such borrowing The proceeds of all such Loans will then be made available to such the Borrower on such Borrowing Date by the Administrative Agent’s transferring Agent at such office by wire to crediting the account of such the Borrower on the books of BofA (or any successor to BofA as Administrative Agent) with the aggregate of the amounts made available to the Administrative Agent by the Lenders and or by wire transfer in accordance with written instructions provided to the Administrative Agent by the Borrower, in each case in like funds as received by the Administrative Agent; provided that if, on the Borrowing Date of any Revolving Credit Loans of a Borrower, any Swing Line Loans to such Borrower shall be outstanding, the proceeds of such Revolving Credit Loans to such Borrower shall first be applied to pay in full such Swing Line Loans, with any remaining proceeds to be made available to such Borrower as provided above. (bd) Notwithstanding Without in any other provision hereof way limiting the obligation of the Borrower to the contraryconfirm in writing any notice it may give hereunder by telephone, the Bank-Advisors Administrative Agent may not, and shall not have act prior to receipt of written confirmation without liability upon the obligation to, (i) lend to (including, without limitation as a Swing Line Lender), (ii) participate or purchase a participation in, or make a Revolving Credit Loan to refund, repay or refinance, any Loan (including, without limitation, any Swing Line Loan) made by an Other Lender (including, without limitation, the Swing Line Lender) to, or (iii) share in a Benefited Lender’s excess payment or benefits of collateral or proceeds received from, in each case, any of their respective Affected Borrowers. With respect to a borrowing to be made by any Affected Borrower(s) (with borrowings made or to be made by and Loans made or to be made to any Affected Borrower or any Unaffected Borrower to include, for purposes of this Section 2.2(b), borrowings and Loans which are or are to be made to refund, refinance or repay Swing Line Loans made to such Affected Borrower or such Unaffected Borrower and participations which are or are to be purchased in Swing Line Loans and other Loans to such Affected Borrower or such Unaffected Borrower), the portion basis of such borrowing otherwise allocable to the related Bank-Advisor shall be allocated telephonic notice believed by the Administrative Agent to the Other Lenders (to the extent they have availability under their Commitments, and provided that no Lender shall be required to lend in excess of its Commitment) pro rata according to the amounts of their respective Available Commitments. Whenever borrowings are good faith to be made by one or more Affected Borrowers and one or more Unaffected Borrowers on the same day, then for purposes of calculating the Lenders’ respective pro rata shares of borrowings by such Unaffected Borrower(s) there shall first be deducted from the Available Commitment of each Other Lender the amount a Responsible Officer of the Loans to be made by Borrower (or a designee of such Other Lender to the Affected Borrower(s) on such dayResponsible Officer). In each such case the event that Loans are outstanding Borrower hereby waives the right to one or more Affected Borrowers and as a result thereof, not all dispute the Administrative Agent's record of the Aggregate Commitment is available to be borrowed by one or more Unaffected Borrowers, each Bank-Advisor that has previously not lent to terms of any such Affected Borrower(s) shall lend any or all such amounts not lent to such Affected Borrower(s) to such Unaffected Borrower(s) to the extent requested by it in conformance with the terms hereof but in no event more than its Available Commitmenttelephonic notice.

Procedure for Borrowing. (a) A Borrower may borrow under TheWith respect to the Commitments during Term Loan made on the Commitment Period on any Business DayClosing Date, provided that the Borrower (or a Registrant on its behalf) shall give deliver to the Administrative Agent irrevocable a fully executed notice of borrowing (which notice must be received by in a form satisfactory to the Administrative Agent prior to 1:00 P.M. and the Lenders) no later than 2:00 p.m. (New York City time time) one (1) Business Day in advance of the Closing Date (or such shorter period as may be acceptable to the Lenders and the Administrative Agent). With respect to the Term Loans made under the Delayed Draw Term Loan Commitments, the Borrower shall deliver to the Administrative Agent a fully executed notice of borrowing (in a form satisfactory to the Administrative Agent and the Lenders) no later than 2:00 p.m. (New York City time) five (5) Business Days in advance of the applicable Delayed Draw Term Loan Funding Date (or such shorter period as may be acceptable to the Lenders and the Administrative Agent). The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.3(a) (and the contents thereof), and of each Lender’s portion of the requested borrowing. (b) Each Lender shall make its Loan available to the Administrative Agent not later than 12:00 p.m. (New York City time) on the requested Borrowing Closing Date or Delayed Draw Term Loan Funding Date, as applicable, by wire transfer of same day funds in accordance with Section 9.2)Dollars, specifying (i) at the amount to be borrowed, and (ii) the requested Borrowing Date. Subject to Section 2.15, the aggregate amount of each borrowing by a Borrower under the Commitments on any Borrowing Date shall be in an amount equal to $100,000 or a whole multiple of $100,000 in excess thereof (or, if the then Available Commitments are less than $100,000, such lesser amount)Administrative Agent’s Payment Office. Upon satisfaction or waiver of the conditions precedent specified herein and receipt of any such notice all requested funds from a Borrower (or a Registrant on its behalf)each Lender, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount proceeds of its pro rata share of each borrowing the Loans available to the Borrower on the Closing Date or Delayed Draw Term Loan Funding Date, as applicable, by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent for from the account of such Borrower at the office of the Administrative Agent specified in Section 9.2 prior Lenders to 4:00 P.M., New York City time, on the Borrowing Date requested by such Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available wired to such Borrower on such Borrowing Date by the Administrative Agent’s transferring by wire to the account of such Borrower the aggregate of the amounts made available account(s) as may be designated in writing to the Administrative Agent by the Lenders and Borrower in like funds as received by the Administrative Agent; provided that if, on the Borrowing Date such notice of any Revolving Credit Loans of a Borrower, any Swing Line Loans to such Borrower shall be outstanding, the proceeds of such Revolving Credit Loans to such Borrower shall first be applied to pay in full such Swing Line Loans, with any remaining proceeds to be made available to such Borrower as provided above. borrowing (b) Notwithstanding any other provision hereof to the contrary, the Bank-Advisors may not, and shall not have the obligation to, (i) lend to (including, without limitation as a Swing Line Lender), (ii) participate or purchase a participation in, or make a Revolving Credit Loan to refund, repay or refinance, any Loan (including, without limitation, any Swing Line Loan) made by an Other Lender (including, without limitation, the Swing Line Lender) to, or (iii) share in a Benefited Lender’s excess payment or benefits of collateral or proceeds received from, in each case, any of their respective Affected Borrowers. With respect to a borrowing to be made by any Affected Borrower(s) (with borrowings made or to be made by and Loans made or to be made to any Affected Borrower or any Unaffected Borrower to include, for purposes of this Section 2.2(battached funds flow), borrowings and Loans which are or are to be made to refund, refinance or repay Swing Line Loans made to such Affected Borrower or such Unaffected Borrower and participations which are or are to be purchased in Swing Line Loans and other Loans to such Affected Borrower or such Unaffected Borrower), the portion of such borrowing otherwise allocable to the related Bank-Advisor shall be allocated by the Administrative Agent to the Other Lenders (to the extent they have availability under their Commitments, and provided that no Lender shall be required to lend in excess of its Commitment) pro rata according to the amounts of their respective Available Commitments. Whenever borrowings are to be made by one or more Affected Borrowers and one or more Unaffected Borrowers on the same day, then for purposes of calculating the Lenders’ respective pro rata shares of borrowings by such Unaffected Borrower(s) there shall first be deducted from the Available Commitment of each Other Lender the amount of the Loans to be made by such Other Lender to the Affected Borrower(s) on such day. In the event that Loans are outstanding to one or more Affected Borrowers and as a result thereof, not all of the Aggregate Commitment is available to be borrowed by one or more Unaffected Borrowers, each Bank-Advisor that has previously not lent to such Affected Borrower(s) shall lend any or all such amounts not lent to such Affected Borrower(s) to such Unaffected Borrower(s) to the extent requested by it in conformance with the terms hereof but in no event more than its Available Commitment.

Procedure for Borrowing. (a) A Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower (or a Registrant on its behalf) shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 1:00 P.M. New York City time on the requested Borrowing Date in accordance with Section 9.2), specifying (i) the amount to be borrowed, and (ii) the requested Borrowing Date. Subject to Section 2.15, the aggregate amount of each borrowing by a Borrower under the Commitments on any Borrowing Date shall be in an amount equal to $100,000 or a whole multiple of $100,000 in excess thereof (or, if the then Available Commitments are less than $100,000, such lesser amount). Upon receipt of any such notice from a Borrower (or a Registrant on its behalf), the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of such Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 4:00 P.M., New York City time, on the Borrowing Date requested by such Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to such Borrower on such Borrowing Date by the Administrative Agent’s Agent transferring by wire to the account of such Borrower the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent; provided that if, on the Borrowing Date of any Revolving Credit Loans of a Borrower, any Swing Line Loans to such Borrower shall be outstanding, the proceeds of such Revolving Credit Loans to such Borrower shall first be applied to pay in full such Swing Line Loans, with any remaining proceeds to be made available to such Borrower as provided above. (b) Notwithstanding any other provision hereof to the contrary, the Bank-Advisors may not, and shall not have the obligation to, (i) lend to (including, without limitation as a Swing Line Lender), (ii) participate or purchase a participation in, or make a Revolving Credit Loan to refund, repay or refinance, any Loan (including, without limitation, any Swing Line Loan) made by an Other Lender (including, without limitation, the Swing Line Lender) to, or (iii) share in a Benefited Lender’s excess payment or benefits of collateral or proceeds received from, in each case, any of their respective Affected Borrowers. With respect to a borrowing to be made by any Affected Borrower(s) (with borrowings made or to be made by and Loans made or to be made to any Affected Borrower or any Unaffected Borrower to include, for purposes of this Section 2.2(b), borrowings and Loans which are or are to be made to refund, refinance or repay Swing Line Loans made to such Affected Borrower or such Unaffected Borrower and participations which are or are to be purchased in Swing Line Loans and other Loans to such Affected Borrower or such Unaffected Borrower), the portion of such borrowing otherwise allocable to the related Bank-Advisor shall be allocated by the Administrative Agent to the Other Lenders (to the extent they have availability under their Commitments, and provided that no Lender shall be required to lend in excess of its Commitment) pro rata according to the amounts of their respective Available Commitments. Whenever borrowings are to be made by one or more Affected Borrowers and one or more Unaffected Borrowers on the same day, then for purposes of calculating the Lenders’ respective pro rata shares of borrowings by such Unaffected Borrower(s) there shall first be deducted from the Available Commitment of each Other Lender the amount of the Loans to be made by such Other Lender to the Affected Borrower(s) on such day. In the event that Loans are outstanding to one or more Affected Borrowers and as a result thereof, not all of the Aggregate Commitment is available to be borrowed by one or more Unaffected Borrowers, each Bank-Advisor that has previously not lent to such Affected Borrower(s) shall lend any or all such amounts not lent to such Affected Borrower(s) to such Unaffected Borrower(s) to the extent requested by it in conformance with the terms hereof but in no event more than its Available Commitment.

Procedure for Borrowing. (a) A Borrower may borrow under Each Borrowing shall be made upon the Commitments during the Commitment Period on any Business Day, provided that the Borrower Borrower's irrevocable written notice (or a Registrant on its behalfby telephone promptly confirmed in writing) shall give delivered to the Administrative Agent irrevocable notice in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 1:00 P.M. New York City time on 11:00 a.m. (Chicago time) (i) two (2) Business Days prior to the requested Borrowing Date Date, in accordance with Section 9.2), specifying (i) the amount to be borrowedcase of Offshore Rate Loans, and (ii) on the requested Borrowing Date. Subject to Section 2.15, in the aggregate case of Base Rate Loans, specifying: (A) the amount of each borrowing by a Borrower under the Commitments on any Borrowing Date such Borrowing, which shall be in an aggregate minimum amount equal to $100,000 or a whole multiple of $100,000 1,000,000 or any larger integral multiple thereof in excess thereof thereof; (orB) the requested Borrowing Date, if which shall be a Business Day; (C) the then Available Commitments are less than $100,000Type of Loans comprising such Borrowing; and (D) with respect to any Borrowing comprised of Offshore Rate Loans, the duration of the Interest Period applicable to such Loans included in such notice. If any Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such lesser amount). Upon receipt of any such notice from a Borrower Interest Period shall be three (or a Registrant on its behalf), 3) months; provided that no Interest Period shall extend beyond the Termination Date. (b) The Administrative Agent shall will promptly notify each Lender thereof. of its receipt of any Notice of Borrowing and of the amount of such Lender's Percentage of that Borrowing. (c) Each Lender will make the amount of its pro rata share Percentage of each borrowing Borrowing available to the Administrative Agent for the account of such the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 4:00 P.M., New York City Agent's Office by 1:00 p.m. (Chicago time, ) on the Borrowing Date requested by such the Borrower in funds immediately available to the Administrative Agent. Such borrowing The proceeds of all such Loans will then be made available to such the Borrower on such Borrowing Date by the Administrative Agent’s transferring Agent by wire to the account of such Borrower the aggregate of the amounts made available transfer in accordance with written instructions provided to the Administrative Agent by the Lenders and in Borrower of like funds as received by the Administrative Agent; provided that if, on the Borrowing Date of any Revolving Credit Loans of a Borrower, any Swing Line Loans to such Borrower shall be outstanding, the proceeds of such Revolving Credit Loans to such Borrower shall first be applied to pay in full such Swing Line Loans, with any remaining proceeds to be made available to such Borrower as provided above. (b) Notwithstanding any other provision hereof to the contrary, the Bank-Advisors may not, and shall not have the obligation to, (i) lend to (including, without limitation as a Swing Line Lender), (ii) participate or purchase a participation in, or make a Revolving Credit Loan to refund, repay or refinance, any Loan (including, without limitation, any Swing Line Loan) made by an Other Lender (including, without limitation, the Swing Line Lender) to, or (iii) share in a Benefited Lender’s excess payment or benefits of collateral or proceeds received from, in each case, any of their respective Affected Borrowers. With respect to a borrowing to be made by any Affected Borrower(s) (with borrowings made or to be made by and Loans made or to be made to any Affected Borrower or any Unaffected Borrower to include, for purposes of this Section 2.2(b), borrowings and Loans which are or are to be made to refund, refinance or repay Swing Line Loans made to such Affected Borrower or such Unaffected Borrower and participations which are or are to be purchased in Swing Line Loans and other Loans to such Affected Borrower or such Unaffected Borrower), the portion of such borrowing otherwise allocable to the related Bank-Advisor shall be allocated by the Administrative Agent to the Other Lenders (to the extent they have availability under their Commitments, and provided that no Lender shall be required to lend in excess of its Commitment) pro rata according to the amounts of their respective Available Commitments. Whenever borrowings are to be made by one or more Affected Borrowers and one or more Unaffected Borrowers on the same day, then for purposes of calculating the Lenders’ respective pro rata shares of borrowings by such Unaffected Borrower(s) there shall first be deducted from the Available Commitment of each Other Lender the amount of the Loans to be made by such Other Lender to the Affected Borrower(s) on such day. In the event that Loans are outstanding to one or more Affected Borrowers and as a result thereof, not all of the Aggregate Commitment is available to be borrowed by one or more Unaffected Borrowers, each Bank-Advisor that has previously not lent to such Affected Borrower(s) shall lend any or all such amounts not lent to such Affected Borrower(s) to such Unaffected Borrower(s) to the extent requested by it in conformance with the terms hereof but in no event more than its Available Commitment.

Procedure for Borrowing. (a) A Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower (or a Registrant Fund on its behalf) shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 1:00 3:00 P.M. New York City time on the requested Borrowing Date in accordance with Section 9.29.2 hereof), specifying (i) the amount to be borrowed, and (ii) the requested Borrowing Date. Subject to Section 2.152.15 hereof, the aggregate amount of each borrowing by a Borrower under the Commitments on any Borrowing Date shall be in an amount equal to $100,000 500,000 or a whole multiple of $100,000 in excess thereof (or, if the then Available Commitments are less than $100,000500,000, such lesser amount), provided that the aggregate amount of all borrowings by the Borrowers then borrowing on any Borrowing Date shall be in an amount equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if the then Available Commitments are less than $5,000,000, such lesser amount). Upon receipt of any such notice from a Borrower (or a Registrant Fund on its behalf), the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of such Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 4:00 P.M., New York City time, on the Borrowing Date requested by such Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to such Borrower on such Borrowing Date by the Administrative Agent’s Agent transferring by wire to the custodian of and for the account of such Borrower the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent; provided that if, on the Borrowing Date of any Revolving Credit Loans of a Borrower, any Swing Line Loans to such Borrower shall be outstanding, the proceeds of such Revolving Credit Loans to such Borrower shall first be applied to pay in full such Swing Line Loans, with any remaining proceeds to be made available to such Borrower as provided above. (b) Notwithstanding any other provision hereof . Anything to the contrarycontrary in this Agreement notwithstanding, each of the Bank-Advisors may not, Administrative Agent and shall not have the obligation to, (i) lend to (including, without limitation as a Swing Line Lender), (ii) participate Lender may rely solely upon a telephonic request which it reasonably believes is made on behalf of a Borrower in making Revolving Credit Loans or purchase a participation in, or make Swing Line Loans hereunder. Each such telephonic request for a Revolving Credit Loan to refund, repay or refinance, any Loan (including, without limitation, any Swing Line Loan) made Loan shall constitute a representation and warranty by an Other the applicable Borrower as of the date thereof that the conditions contained in Section 4.2 have been satisfied with respect to such Borrower. Such telephonic request shall be confirmed promptly in writing, by facsimile or other mutually acceptable electronic transmission medium, which written confirmation must be received by the Administrative Agent or Swing Line Lender, as the case may be, on the proposed Borrowing Date in form and substance satisfactory to the Administrative Agent or Swing Line Lender, as the case may be. Each Borrower agrees to indemnify and hold the Administrative Agent and Swing Line Lender (harmless for any reasonable action taken, including, without limitation, the Swing Line Lender) to, making of Revolving Credit Loans or (iii) share in a Benefited Lender’s excess payment or benefits of collateral or proceeds received from, in each case, any of their respective Affected Borrowers. With respect to a borrowing to be made by any Affected Borrower(s) (with borrowings made or to be made by and Loans made or to be made to any Affected Borrower or any Unaffected Borrower to include, for purposes of this Section 2.2(b), borrowings and Loans which are or are to be made to refund, refinance or repay Swing Line Loans made to such Affected Borrower hereunder, or such Unaffected Borrower and participations which are loss or are to be purchased in Swing Line Loans and other Loans to such Affected Borrower or such Unaffected Borrower)expense incurred, the portion of such borrowing otherwise allocable to the related Bank-Advisor shall be allocated by the Administrative Agent to the Other Lenders (or Swing Line Lender in good faith reliance upon such telephonic request for a Revolving Credit Loan or Swing Line Loan; provided that such Borrower shall not be liable for any such action, loss or expense to the extent they have availability under their Commitments, and provided that no Lender shall be required to lend in excess of its Commitment) pro rata according to the amounts of their respective Available Commitments. Whenever borrowings are to be made by one or more Affected Borrowers and one or more Unaffected Borrowers on the same day, then for purposes of calculating the Lenders’ respective pro rata shares of borrowings by such Unaffected Borrower(s) there shall first be deducted result solely from the Available Commitment of each Other Lender the amount gross negligence or willful misconduct of the Loans to be made by such Other Lender to Administrative Agent or the Affected Borrower(s) on such day. In the event that Loans are outstanding to one or more Affected Borrowers and as a result thereof, not all of the Aggregate Commitment is available to be borrowed by one or more Unaffected Borrowers, each Bank-Advisor that has previously not lent to such Affected Borrower(s) shall lend any or all such amounts not lent to such Affected Borrower(s) to such Unaffected Borrower(s) to the extent requested by it in conformance with the terms hereof but in no event more than its Available CommitmentSwing Line Lender.

Procedure for Borrowing. (a) A The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower (or a Registrant on its behalf) shall give the Administrative Agent irrevocable notice notice, in substantially the form attached hereto as Exhibit S, specifying the amount of the Initial Term Loans to be borrowed and the proposed Borrowing Date (which notice must be have been received by the Administrative Agent prior to 1:00 P.M. by (i) 12:00 P.M., New York City time on time, at least three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to the requested Borrowing Date in accordance with Section 9.2), specifying (i) the amount to be borrowed, and for Eurocurrency Loans or (ii) 12:00 P.M., New York City time, at least one Business Day (or such later time as may be agreed by the Administrative Agent in its reasonable discretion) prior to the requested Borrowing Date. Subject to Section 2.15, the aggregate amount of each borrowing by a Borrower under the Commitments on any Borrowing Date shall be in an amount equal to $100,000 or a whole multiple of $100,000 in excess thereof (or, if the then Available Commitments are less than $100,000, such lesser amountfor ABR Loans). Upon receipt of any such notice from a Borrower (or a Registrant on its behalf), the Administrative Agent shall promptly notify each applicable Lender thereof. Each Lender having an Initial Term Loan Commitment will make the amount of its pro rata share of the Initial Term Loan Commitments available, in each borrowing available to the Administrative Agent case for the account of such the Borrower at the office of the Administrative Agent specified in Section 9.2 subsection 10.2 prior to 4:00 2:00 P.M., New York City timetime (or, if the time period for the Borrower’s delivery of notice was extended, such later time as agreed to by the Borrower and the Administrative Agent in its reasonable discretion, but in no event less than one hour following notice) on the Borrowing Closing Date requested by such Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to such Borrower The Administrative Agent shall on such Borrowing Date by the Administrative Agent’s transferring by wire to date credit the account of such the Borrower on the books of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. (i) The Borrower may borrow under the Revolving Commitments during the applicable Revolving Commitment Period on any Business Day; provided that ifthe Borrower shall give the Administrative Agent irrevocable notice in substantially the form attached hereto as Exhibit S (which notice must be received by the Administrative Agent prior to (i) 12:00 P.M., New York City time, at least three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to the requested Borrowing Date for Eurocurrency Loans or (ii) 12:00 P.M., New York City time at least one Business Day (or such later time as may be agreed by the Administrative Agent in its reasonable discretion) prior to the requested Borrowing Date for ABR Loans, in each case specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurocurrency Loans, ABR Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurocurrency Loans, the respective amounts of each such Type of Loan, the respective lengths of the initial Interest Periods therefor. (ii) Each borrowing under the Revolving Commitments shall be in an amount equal to (x) in the case of ABR Loans, except any ABR Loan to be used solely to pay a like amount of outstanding Reimbursement Obligations or Swing Line Loans, $2.0 million or a whole multiple of $1.0 million in excess thereof (or, if the then Available Revolving Commitments are (A) less than $2.0 million, $1.0 million or a whole multiple thereof or (B) less than $1.0 million, such lesser amount) and (y) in the case of Eurocurrency Loans, $5.0 million or a whole multiple of $1.0 million in excess thereof. Upon receipt of any such notice from a Borrower, the Administrative Agent shall promptly notify each Revolving Lender thereof. Subject to the satisfaction of the conditions precedent specified in subsection 5.2 (or, subsection 5.1 in the case of an initial borrowing hereunder on the Closing Date), each Lender shall make the amount of its pro rata share of each borrowing of Revolving Loans available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in subsection 10.2 prior to 2:30 P.M. (or, if the time period for the Borrower’s delivery of notice was extended, such later time as agreed to by the Borrower and the Administrative Agent in its reasonable discretion, but in no event less than two hours following notice) (or 10:00 A.M., in the case of the initial borrowing hereunder (or, if the time period for the Borrower’s delivery of notice was extended, such later time as agreed to by the Borrower and the Administrative Agent in its reasonable discretion, but in no event less than one hour following notice)), New York City time, or at such other office of the Administrative Agent or at such other time as to which the Administrative Agent shall notify such Lender and the Borrower reasonably in advance of the Borrowing Date with respect thereto, on the Borrowing Date of any Revolving Credit Loans of a Borrower, any Swing Line Loans requested by the Borrower in Dollars and in funds immediately available to such Borrower shall be outstanding, the proceeds of such Revolving Credit Loans to such Borrower shall first be applied to pay in full such Swing Line Loans, with any remaining proceeds to Administrative Agent. Such borrowing will then be made available to such the Borrower as provided above. (b) Notwithstanding any other provision hereof to the contrary, the Bank-Advisors may not, and shall not have the obligation to, (i) lend to (including, without limitation as a Swing Line Lender), (ii) participate or purchase a participation in, or make a Revolving Credit Loan to refund, repay or refinance, any Loan (including, without limitation, any Swing Line Loan) made by an Other Lender (including, without limitation, the Swing Line Lender) to, or (iii) share in a Benefited Lender’s excess payment or benefits of collateral or proceeds received from, in each case, any of their respective Affected Borrowers. With respect to a borrowing to be made by any Affected Borrower(s) (with borrowings made or to be made by and Loans made or to be made to any Affected Borrower or any Unaffected Borrower to include, for purposes of this Section 2.2(b), borrowings and Loans which are or are to be made to refund, refinance or repay Swing Line Loans made to such Affected Borrower or such Unaffected Borrower and participations which are or are to be purchased in Swing Line Loans and other Loans to such Affected Borrower or such Unaffected Borrower), the portion of such borrowing otherwise allocable to the related Bank-Advisor shall be allocated by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Other Administrative Agent by the Lenders (to and in like funds as received by the extent they have availability under their Commitments, and provided that no Lender shall be required to lend in excess of its Commitment) pro rata according to the amounts of their respective Available Commitments. Whenever borrowings are to be made by one or more Affected Borrowers and one or more Unaffected Borrowers on the same day, then for purposes of calculating the Lenders’ respective pro rata shares of borrowings by such Unaffected Borrower(s) there shall first be deducted from the Available Commitment of each Other Lender the amount of the Loans to be made by such Other Lender to the Affected Borrower(s) on such day. In the event that Loans are outstanding to one or more Affected Borrowers and as a result thereof, not all of the Aggregate Commitment is available to be borrowed by one or more Unaffected Borrowers, each Bank-Advisor that has previously not lent to such Affected Borrower(s) shall lend any or all such amounts not lent to such Affected Borrower(s) to such Unaffected Borrower(s) to the extent requested by it in conformance with the terms hereof but in no event more than its Available CommitmentAdministrative Agent.