Common use of Loans Clause in Contracts

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(i) and (ii), Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 and not less than $1,000,000 or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Revolving Loans or Eurodollar Revolving Loans as Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided that Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five (5) Eurodollar Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as Administrative Agent may designate not later than 1:00 p.m., New York City time, and Administrative Agent shall promptly credit the amounts so received to an account as directed by Borrower in the applicable Borrowing Request maintained with Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless Administrative Agent shall have received notice from a Lender prior to the date (in the case of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s portion of such Borrowing, Administrative Agent may assume that such Lender has made such portion available to Administrative Agent at the time of such Borrowing in accordance with paragraph (c) above, and Administrative Agent may, in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to Administrative Agent, each of such Lender and Borrower severally agrees to repay to Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is repaid to Administrative Agent at (i) in the case of Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(i) and (ii), Loans comprising any Each Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 the Approved Currency equivalent of US$250,000 and not less than $the Approved Currency equivalent of US$1,000,000 or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject . Each Borrower may make up to Sections 2.11 and 2.12two Borrowings per month during the Availability Period, each Borrowing which Borrowings shall be comprised entirely of ABR Revolving Loans or Eurodollar Revolving Loans as Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of Borrower to repay such Loan made in accordance with the terms conditions set forth in Article IV of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided that Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five (5) Eurodollar Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (ci) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii), each Each Singapore Dollar Lender shall make each Singapore Dollar Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City Singapore as Administrative the Facility Agent may designate not later than 1:00 p.m.11:00 a.m., New York City Singapore time, and Administrative (ii) each Yen Lender shall make each Yen Loan to be made by it hereunder by wire transfer of immediately available funds to such account in Tokyo as the Facility Agent may designate not later than 11:00 a.m., Tokyo time, in each case on the proposed date, and the Facility Agent shall promptly credit the amounts so received to an account as directed by the Administrative Borrower in the applicable Borrowing Request maintained with Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (dc) Unless Administrative the Facility Agent shall have received notice from a Lender prior to the date (in the case of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to Administrative the Facility Agent such Lender’s portion of such Borrowing, Administrative the Facility Agent may assume that such Lender has made such portion available to Administrative the Facility Agent at on the time date of such Borrowing in accordance with paragraph (cb) above, and Administrative the Facility Agent may, in reliance upon such assumption, make available to Borrower Borrowers on such date a corresponding amount. If Administrative the Facility Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to Administrative the Facility Agent, each of such Lender and Borrower Borrowers severally agrees agree to repay to Administrative the Facility Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower Borrowers until the date such amount is repaid to Administrative the Facility Agent at (i) in the case of BorrowerBorrowers, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by Administrative the Facility Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to Administrative the Facility Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and Borrower’s Borrowers’ obligation to repay Administrative the Facility Agent such corresponding amount pursuant to this Section 2.02(d2.02(c) shall cease.

Loans. (a) Each Revolving Loan (other than Swingline Loans) shall be made as part of a Revolving Borrowing consisting of Revolving Loans made by the Lenders ratably in accordance with their applicable respective Commitments; provided provided, however, that the failure of any Lender to make its any Revolving Loan shall not in and of itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Revolving Loan required to be made by such other Lender). Except for Each Competitive Loan shall be made in accordance with the procedures set forth in Section 2.19. The Loans deemed made pursuant to Section 2.18(e)(i(other than Swing Line Loans) and (ii), Loans comprising any Revolving Borrowing (other than a Swing Line Borrowing) shall be in an aggregate principal amount that which is (i) an integral multiple of $500,000 1,000,000 and not less than $1,000,000 25,000,000 (or (ii) an aggregate principal amount equal to the remaining available balance of the applicable available Commitments). (b) Subject to Sections 2.11 and 2.12, each Each Revolving Borrowing shall be comprised entirely of ABR Revolving Eurodollar Loans or Eurodollar Revolving Loans Base Rate Loans, as the applicable Borrower may request pursuant to paragraph (e) hereof and each Competitive Borrowing shall be comprised entirely of Eurodollar Loans or Fixed Rate Loans as the applicable Borrower may request in accordance with Section 2.032.19. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not (i) affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this AgreementAgreement and (ii) entitle such Lender to any amounts pursuant to Sections 2.11 or 2.12 to which amounts such Lender would not be entitled if such Lender had made such Loan itself through its domestic branch. Borrowings of more than one Type may be outstanding at the same time; provided provided, however, that neither Borrower shall not be entitled to request any Revolving Borrowing thatwhich, if made, would result in an aggregate of more than five twenty (520) Eurodollar Borrowings separate Revolving Loans from any Lender being outstanding hereunder at any one time. For purposes of the foregoing, Borrowings Revolving Loans (other than Revolving Loans which are Base Rate Loans) having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate BorrowingsRevolving Loans. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii), each Each Lender shall make each Loan (other than a Swing Line Loan) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account the Administrative Agent in New York, New York, not later than 12:00 noon (or in the case of Base Rate Loans, 2:00 p.m.), New York City as time, and the Administrative Agent may designate not later than 1:00 shall by 3:00 p.m., New York City time, and Administrative Agent shall promptly credit the amounts so received to an the general deposit account as directed by Borrower in of the applicable Borrowing Request Borrower maintained with the Administrative Agent or, if a Borrowing (other than a Swing Line Borrowing) shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) . Competitive Loans shall be made by the Lender or Lenders whose Competitive Bids therefor are accepted pursuant to Section 2.19 in the amount so accepted, and Revolving Loans shall be made by the Lenders pro rata in accordance with Section 2.14. Unless the Administrative Agent shall have received notice from a Lender prior to the date (in the case time of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Revolving Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with this paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If Administrative Agent shall have so made funds available, then, and to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the applicable Borrower severally agrees agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the applicable Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the applicable Borrower, the interest rate applicable at the time to the Revolving Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensationRate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Revolving Loan as part of such Revolving Borrowing for purposes of this Agreement. (d) Notwithstanding any other provision of this Agreement, and Borrower’s obligation no Borrower shall be entitled to repay request any Revolving Borrowing with an Interest Period ending after the Termination Date. (e) In order to request a Revolving Borrowing, the Borrower requesting such Borrowing shall hand deliver or telecopy to the Administrative Agent a Revolving Borrowing Request in the form of Exhibit A (a) in the case of a Eurodollar Borrowing, not later than 12:00 noon, New York City time, three Business Days before a proposed borrowing and (b) in the case of a Base Rate Borrowing, not later than 12:00 noon, New York City time, on the day of a proposed borrowing. Such notice shall be irrevocable and shall in each case specify (i) whether the Revolving Borrowing then being requested is to be a Eurodollar Borrowing or a Base Rate Borrowing; (ii) the date of such corresponding Revolving Borrowing (which shall be a Business Day) and the amount thereof; and (iii) if such Revolving Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto. If no election as to the Type of Revolving Borrowing is specified in any such notice, then the requested Revolving Borrowing shall be a Base Rate Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.02(d2.02(e) and of each Lender’s portion of the requested Borrowing. (f) If a Fronting Bank shall ceasenot have received the payment required to be made by Weyerhaeuser pursuant to Section 2.20(e) within the time specified in such Section, such Fronting Bank will promptly notify the Administrative Agent of the L/C Disbursement and the Administrative Agent will promptly notify each Lender of such L/C Disbursement and its Applicable Percentage thereof. Not later than 2:00 p.m., New York City time, on such date (or, if such Lender shall have received such notice later than 12:00 noon, New York City time, on any day, no later than 10:00 a.m., New York City time, on the immediately following Business Day), each Lender will make available the amount of its Applicable Percentage of such L/C Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender and such payment shall be deemed to have reduced the L/C Exposure) in immediately available funds, to the Administrative Agent in New York, New York, and the Administrative Agent will promptly pay to the applicable Fronting Bank amounts so received by it from the Lenders. The Administrative Agent will promptly pay to the applicable Fronting Bank any amounts received by it from Weyerhaeuser pursuant to Section 2.20(e) prior to the time that any Lender makes any payment pursuant to this paragraph (f), and any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Lenders that shall have made such payments and to the applicable Fronting Bank, as their interests may appear. If any Lender shall not have made its Applicable Percentage of such L/C Disbursement available to the Administrative Agent as provided above, such Lender agrees to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph to but excluding the date such amount is paid, to the Administrative Agent for the account of the applicable Fronting Bank at, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rate.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant Notwithstanding anything to Section 2.18(e)(i) the contrary contained herein (and (iiwithout affecting any other provision hereof), Loans comprising any Borrowing the funded portion of each Loan to be made on the Closing Date (i.e., the amount advanced in cash to the Borrower on the Closing Date) shall be in an aggregate equal to 97.0% of the principal amount that is (i) an integral multiple of $500,000 and not less than $1,000,000 or (ii) equal to the remaining available balance of the applicable Commitmentssuch Loan. (b) Subject to Sections 2.11 2.08 and 2.122.15, each Borrowing shall be comprised entirely of ABR Revolving Loans or Eurodollar Revolving Loans as the Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided provided, however, that the Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five (5) six Eurodollar Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii), each Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 1:00 p.m., New York City time, on such date, and the Administrative Agent shall promptly credit the amounts so received to an account as directed designated by the Borrower in the applicable Borrowing Request maintained with Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date (in the case of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with paragraph (c) above, above and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, (A) for the greater of first two days following the Federal Funds Effective Rate and date such amount is made available to the Borrower, a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationto represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error) and (B) thereafter, at the Alternate Base Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(i) and (ii), Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 and not less than $1,000,000 or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Revolving Loans or Eurodollar Revolving Loans as any Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of Borrower Borrowers to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided that Borrower Borrowers shall not be entitled to request any Borrowing that, if made, would result in more than five (5) Eurodollar Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii), each Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 1:00 p.m.11:00 a.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by any Borrower in the applicable Borrowing Request maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date (in the case of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to Borrower Borrowers on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and Borrower Borrowers severally agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower Borrowers until the date such amount is repaid to the Administrative Agent at (i) in the case of BorrowerBorrowers, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and Borrower’s Borrowers’ obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (e) Notwithstanding any other provision of this Agreement, none of the Borrowers shall be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Loans. (ai) During the Commitment Period, subject to the terms and conditions hereof, each Lender agrees to make Loans to Borrower in the aggregate amount up to but not exceeding such Lender's Commitment; provided, after giving effect to the making of any Loans in no event shall the Total Utilization of Commitments exceed the lesser of the (A) Commitments then in effect and (B) Loan Availability. Amounts borrowed pursuant to this Section 2.1(a) may be repaid and reborrowed during the Commitment Period. Each Loan Lender's Commitment shall expire on the Commitment Termination Date and all Loans and all other amounts owed hereunder with respect to the Loans and the Commitments shall be paid in full no later than such date. (other than Swingline Loansii) Loans shall be made as part of in a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(i) and (ii), Loans comprising any Borrowing shall be in an aggregate principal minimum amount that is (i) an integral multiple of $500,000 5,000,000 and not less than integral multiples of $1,000,000 or (ii) equal to the remaining available balance of the applicable Commitmentsin excess thereof. (biii) Subject Whenever Borrower desires that Lenders make Loans, Borrower shall deliver to Sections 2.11 Administrative Agent a fully executed and 2.12delivered Funding Notice no later than 10:00 a.m. (New York City time) at least three Business Days in advance of the proposed Credit Date in the case of a Eurodollar Rate Loan, each Borrowing and at least one Business Day in advance of the proposed Credit Date in the case of a Loan that is a Base Rate Loan. Except as otherwise provided herein, a Funding Notice for a Loan that is a Eurodollar Rate Loan shall be comprised entirely of ABR Revolving Loans or Eurodollar Revolving Loans as irrevocable on and after the related Interest Rate Determination Date, and Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender shall be bound to make such Loan; provided that any exercise of such option shall not affect the obligation of Borrower to repay such Loan a borrowing in accordance therewith. (iv) Notice of receipt of each Funding Notice in respect of Loans, together with the terms amount of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided that Borrower shall not be entitled to request any Borrowing thateach Lender's Pro Rata Share thereof, if madeany, would result in more together with the applicable interest rate, shall be provided by Administrative Agent to each applicable Lender by telefacsimile with reasonable promptness, but not later than five 2:00 p.m. (5New York City time) Eurodollar Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowingsday as Administrative Agent's receipt of such Notice from Borrower. (cv) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii), each Each Lender shall make each the amount of its Loan available to be made by it hereunder Administrative Agent not later than 12:00 Noon (New York City time) on the proposed date thereof applicable Credit Date by wire transfer of immediately available same day funds to such account in New York City Dollars, at the Administrative Agent's Principal Office. Except as Administrative Agent may designate not later than 1:00 p.m.provided herein, New York City timeupon satisfaction or waiver of the conditions precedent specified herein, and Administrative Agent shall promptly credit make the amounts so received to an account as directed by Borrower in the applicable Borrowing Request maintained with Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless Administrative Agent shall have received notice from a Lender prior to the date (in the case of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s portion proceeds of such Borrowing, Administrative Agent may assume that such Lender has made such portion available to Administrative Agent at the time of such Borrowing in accordance with paragraph (c) above, and Administrative Agent may, in reliance upon such assumption, make Loans available to Borrower on the applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such date a corresponding amount. If Loans received by Administrative Agent shall have so made funds available, then, from Lenders to be credited to the extent that such Lender shall not have made such portion available to account of Borrower at the Administrative Agent, each of 's Principal Office or such Lender and Borrower severally agrees to repay other account as may be designated in writing to Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is repaid to Administrative Agent at (i) in the case of by Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease.

Loans. (a) Each Standby Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Standby Loans made by the Lenders ratably in accordance with their applicable respective Available Commitments; provided provided, however, that the failure of any Lender to make its any Standby Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except Each Local Currency Loan shall be made as part of a Borrowing consisting of Local Currency Loans made by the Local Currency Lenders ratably in accordance with the applicable Local Currency Lender Maximum Borrowing Amounts, provided, however, that the failure of any Local Currency Lender to make any Local Currency Loan shall not in itself relieve any other Local Currency Lender of its obligation to lend hereunder (it being understood, however, that no Local Currency Lender shall be responsible for Loans deemed the failure of any other Local Currency Lender to make any Local Currency Loan required to be made pursuant to by such other Local Currency Lender). Each Competitive Loan shall be made in accordance with the procedures set forth in Section 2.18(e)(i) and (ii), 2.03. The Loans comprising any Borrowing shall be (i) in the case of Competitive Loans, in an aggregate principal amount that which is (i) an integral multiple of $500,000 1,000,000 and not less than $1,000,000 or 5,000,000, (ii) in the case of Standby Loans, in an aggregate principal amount which is an integral multiple of $5,000,000 and not less than $20,000,000 (or an aggregate principal amount equal to the remaining available balance of the Available Commitments) and (iii) in the case of Local Currency Loans, in an aggregate principal amount which complies with the requirements set forth in the applicable CommitmentsLocal Currency Addendum. All Standby Loans and Competitive Loans made pursuant to this Article II shall be denominated in Dollars. (b) Subject to Sections 2.11 and 2.12, each Each Competitive Borrowing shall be comprised entirely of ABR Revolving Eurocurrency Competitive Loans or Eurodollar Revolving Fixed Rate Loans, and each Standby Borrowing shall be comprised entirely of Eurocurrency Standby Loans or ABR Loans, as the Borrower may request pursuant to Section 2.032.03 or 2.04, as applicable. Each Lender may at its option make any Eurodollar Eurocurrency Loan by causing any domestic or foreign branch branch, agency or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided that Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five (5) Eurodollar Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate BorrowingsLoans. (c) Except with respect to Loans deemed made pursuant Subject to Section 2.18(e)(ii)2.05 and, in the case of any Local Currency Loan, to any alternative procedures set forth in the applicable Local Currency Addendum, each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account the Administrative Agent in New York, New York, not later than 12:00 noon, New York City as time, and the Administrative Agent may designate not later than 1:00 shall by 2:00 p.m., New York City time, and Administrative Agent shall promptly credit the amounts so received to an the account as directed or accounts specified from time to time in one or more notices delivered by Borrower in the applicable Borrowing Request maintained with Company to the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless Administrative Agent . Competitive Loans shall have received notice from a be made by the Lender prior or Lenders whose Competitive Bids therefor are accepted pursuant to the date (Section 2.03 in the case of any Eurodollar Revolving Borrowing)amounts so accepted. Standby Loans and Local Currency Loans shall be made by the Lenders and the Local Currency Lenders, and at least two (2) hours prior to the time (in the case of any ABR Borrowing)as applicable, of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s portion of such Borrowing, Administrative Agent may assume that such Lender has made such portion available to Administrative Agent at the time of such Borrowing pro rata in accordance with paragraph (c) above, and Administrative Agent may, in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to Administrative Agent, each of such Lender and Borrower severally agrees to repay to Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is repaid to Administrative Agent at (i) in the case of Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease2.

Loans. (ai) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the Lenders ratably in accordance with their applicable respective Commitments; provided that the . The failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such it shall not relieve any other Lender of its obligations hereunder; PROVIDED that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender). Except for 's failure to make Loans deemed made pursuant to Section 2.18(e)(i) and (ii), Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 and not less than $1,000,000 or as required. (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.11 and Section 2.12, each Borrowing shall be comprised entirely of ABR Revolving LIBOR Loans or Eurodollar Revolving ABR Loans as the Borrower may request pursuant to Section 2.03in accordance herewith. Each Lender may at its option may make any Eurodollar LIBOR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided PROVIDED that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. (iii) At the commencement of each Interest Period for any LIBOR Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $5,000,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000, PROVIDED that an ABR Borrowing may be in an aggregate amount that is equal to the entire remaining Commitments. Notwithstanding the foregoing, Borrowings funded or held by a CSCC Lender shall not be subject to the foregoing limitations. Borrowings of more than one Type and Class may be outstanding at the same time; provided PROVIDED that there shall not be more than fifteen LIBOR Borrowings with respect to all of the Tranche A-1 Loans, Tranche A-2 Loans, Tranche A-3 Loans and Revolving Loans, collectively, outstanding at the same time. (iv) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request request, or to elect to convert or continue, any Borrowing that, as a LIBOR Borrowing if made, the Interest Period requested with respect thereto would result end after the Maturity Date for the Loans included in more than five (5) Eurodollar Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowingssuch Borrowing. (cv) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as Administrative Agent may designate not later than 1:00 p.m., New York City time, and Administrative Agent shall promptly credit the amounts so received to an account as directed by Borrower in the applicable Borrowing Request maintained with Administrative Agent or, if a Borrowing shall not occur on such date because Notwithstanding any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless Administrative Agent shall have received notice from a Lender prior to the date (in the case of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s portion of such Borrowing, Administrative Agent may assume that such Lender has made such portion available to Administrative Agent at the time of such Borrowing in accordance with paragraph (c) above, and Administrative Agent may, in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to Administrative Agent, each of such Lender and Borrower severally agrees to repay to Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is repaid to Administrative Agent at (i) in the case of Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes other provision of this Agreement, it is hereby acknowledged and Borrower’s obligation agreed that the entire Tranche A-3 Commitment held by ▇▇▇▇ Telecom has been fully funded by ▇▇▇▇ Telecom on the Second Amendment Effective Date, and ▇▇▇▇ Telecom shall not be (A) required to repay Administrative Agent such corresponding amount pursuant make any other Loans hereunder and (B) entitled to this Section 2.02(dreceive (and the Borrower shall not be required to pay) shall ceasea Tranche A-3 Commitment Fee for the portion of the Tranche A-3 Commitment held by ▇▇▇▇ Telecom.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable respective Commitments; provided provided, however, that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(i) and (ii), Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 and not less than $1,000,000 or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.11 2.08 and 2.122.15, each Borrowing shall be comprised entirely of ABR Revolving Loans or Eurodollar Revolving Loans as the Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided provided, however, that the Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five (5) seven Eurodollar Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii), each Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 1:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed designated by the Borrower in the applicable Borrowing Request maintained with Administrative Agent or, if a Borrowing shall not occur on such date the Closing Date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date (in the case of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at the time of on such Borrowing date in accordance with paragraph (c) above, above and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationto represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement. (e) Notwithstanding any other provision of this Agreement, and Borrower’s obligation the Borrower shall not be entitled to repay Administrative Agent such corresponding amount pursuant elect to this Section 2.02(d) shall ceaseconvert or continue any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Loans. (ai) Each Manager may from time to time negotiate and make Loans for and on behalf of Lender on such terms as Manager determines are commercially reasonable. Manager may terminate any Loan with an Approved Borrower in its reasonable discretion upon obtaining consent from Lender. Notwithstanding the foregoing, Manager shall terminate any such Loan, without obtaining consent from Lender, as soon as practicable: (A) after receipt by Manager of a notice of termination of such Loan from such Approved Borrower; (B) after receipt by Manager of Written Instructions to do so; (C) after receipt by Manager of Written Instructions requesting the deletion of such Approved Borrower from the list of Approved Borrowers; and (D) upon the termination of this Agreement. Manager shall equitably allocate securities loans (including Loans) made by it as agent among all lenders for which it acts as agent, and the making of a loan for a lender other than Swingline Loans) Lender shall be made as not give rise to any obligation on the part of a Borrowing consisting Manager to allocate any portion of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided that the failure of any such loan to Lender or to make its any Loan on behalf of Lender. (ii) Lender acknowledges and agrees that Lender shall have no voting rights and may not participate in itself relieve any other Lender of its obligation dividend reinvestment plans with respect to lend hereunder Loaned Securities. It is further acknowledged and agreed that (it being understood, however, that no x) Lender shall be responsible for the failure notifying Manager of any other return of Loaned Securities required to enable Lender to exercise any voting rights, participate in any rights offering, warrant or option transaction, or take any other similar action in respect of such Loaned Securities, (y) Manager shall have no obligation to determine when and whether the return of Loaned Securities is required for such purposes and, absent such notice from Lender given on a timely basis, Manager shall have no obligation to make Loaned Securities available to Lender for any Loan required such purposes, and (z) upon receipt of such timely notice from Lender, Manager shall use its best efforts to cause the return of Loaned Securities to Lender. Manager shall cause to be made by credited to Lender the amount of all cash dividends and other cash distributions received from the applicable Approved Borrower on Loaned Securities that are out on Loan on the record date therefor that Lender would have received had the same not been then out on Loan; Manager shall have no obligation to credit such other Lender)amounts to Lender unless and until Manager receives such cash dividends or cash distributions. Except for Loans deemed made pursuant to Section 2.18(e)(i) and (ii)All non-cash dividends or distributions, Loans comprising any Borrowing if any, on Loaned Securities shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 and not less than $1,000,000 or (ii) equal deemed to the remaining available balance of the applicable Commitmentsbe Loaned Securities. (biii) Subject to Sections 2.11 and 2.12Lender shall notify Manager in writing of any applicable restrictions or limitations regarding any Loanable Securities including, each Borrowing shall be comprised entirely without limitation, the amount of ABR Revolving Loans or Eurodollar Revolving Loans as Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided Loanable Securities that any exercise of such option shall not affect the obligation of Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding out on Loan at any time, the same time; provided that Borrower shall not be entitled to request any Borrowing thattype of permissible collateral and restrictions or prohibitions, if madeany, would result in more than five (5) Eurodollar Borrowings outstanding hereunder at as to the identity of, and credit exposure limits for, any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate BorrowingsApproved Borrower. (civ) Except with respect It is understood and agreed that (A) the identity of Lender may be disclosed by Manager to an Approved Borrower under a Loan at any time on and after the making of the Loan, (B) all Loans deemed made pursuant to Section 2.18(e)(ii), each will be transacted by Manager for Lender on a fully disclosed agency basis and (C) Lender shall make each Loan provide to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to Manager Lender's financial statements and such account in New York City other information as Administrative Agent Manager may designate not later than 1:00 p.m., New York City time, and Administrative Agent shall promptly credit the amounts so received to an account as directed by Borrower in the applicable Borrowing Request maintained with Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lendersrequest. (d) Unless Administrative Agent shall have received notice from a Lender prior to the date (in the case of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s portion of such Borrowing, Administrative Agent may assume that such Lender has made such portion available to Administrative Agent at the time of such Borrowing in accordance with paragraph (c) above, and Administrative Agent may, in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to Administrative Agent, each of such Lender and Borrower severally agrees to repay to Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is repaid to Administrative Agent at (i) in the case of Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(i) and (ii), The Loans comprising any Borrowing shall be in an aggregate principal amount that is (ia) an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 (except, with respect to any Borrowing made pursuant to an Incremental Loan Commitment, to the extent otherwise provided in the related Incremental Loan Assumption Agreement) or (iib) equal to the remaining available balance of the applicable Commitments. (ba) Subject to Sections 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Revolving Loans or Eurodollar Revolving Loans as Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided that The Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five (5) eight Eurodollar Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (cb) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii), each Each Lender shall make each Loan or Incremental Loan to be made by it hereunder on the Closing Date or the proposed date thereof of Borrowing thereof, as applicable, by wire transfer of immediately available funds in Dollars, as the case may be, to such account in New York City London as the Administrative Agent may designate not later than 1:00 2:00 p.m., New York City time, and the Administrative Agent shall promptly credit wire transfer the amounts so received to an account as directed by in accordance with instructions received from the Borrower in the applicable Borrowing Request maintained with Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (dc) Unless the Administrative Agent shall have received notice from a Lender prior to the date (in the case of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with paragraph (cthis Section 2.02(c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until to but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationto represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease.

Loans. (a) Each Revolving Credit Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Revolving Credit Loans made by the Lenders ratably in accordance with their applicable respective Revolving Credit Commitments; provided provided, however, that the failure of any Lender to make its any Revolving Credit Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Revolving Credit Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(i) and (ii), The Revolving Credit Loans comprising any Borrowing shall be in an aggregate principal amount that which is (i) an integral multiple of $500,000 1,000,000 and not less than $1,000,000 10,000,000 (or (ii) an aggregate principal amount equal to the remaining available balance of the applicable available Total Revolving Credit Commitments). (b) Subject to Sections 2.11 and 2.12, each Each Borrowing shall be comprised entirely of ABR Revolving Eurodollar Loans or Eurodollar Revolving Loans ABR Loans, as the Borrower may request pursuant to Section 2.032.04. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Eurodollar Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Eurodollar Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided provided, however, that the Borrower shall not be entitled to request any Borrowing thatwhich, if made, would result in an aggregate of more than five (5) 25 separate Borrowings comprised of Eurodollar Borrowings Loans being outstanding hereunder at any one time. For purposes of the foregoing, Borrowings Revolving Credit Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate BorrowingsRevolving Credit Loans. (c) Except with respect to Loans deemed made pursuant Subject to Section 2.18(e)(ii)2.05, each Lender shall make each Revolving Credit Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account the Paying Agent in New York, New York, not later than 12:00 noon, New York City as Administrative time, and the Paying Agent may designate not later than 1:00 shall by 3:00 p.m., New York City time, and Administrative Agent shall promptly credit the amounts so received to an the general deposit account as directed by of the Borrower in with the applicable Borrowing Request maintained with Administrative Paying Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless Administrative Agent . Revolving Credit Loans shall have received notice from a Lender prior to be made by the date (in the case of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s portion of such Borrowing, Administrative Agent may assume that such Lender has made such portion available to Administrative Agent at the time of such Borrowing Lenders pro rata in accordance with paragraph (c) above, and Administrative Agent may, in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to Administrative Agent, each of such Lender and Borrower severally agrees to repay to Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is repaid to Administrative Agent at (i) in the case of Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease2.

Loans. (a) Subject to the terms and conditions set forth herein, each Lender agrees to make Loans to the Borrowers, in Dollars or any Optional Currency, from time to time during the Availability Period in an aggregate principal amount that shall not result in (i) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment, (ii) the sum of the total Revolving Credit Exposures of all Lenders exceeding the total Commitments, (iii) the sum of the total Revolving Credit Exposures of all Lenders in respect of Loans denominated in Australian Dollars exceeding the Australian Dollar Sublimit, (iv) the sum of the total Revolving Credit Exposures of all Lenders in respect of Loans denominated in Canadian Dollars exceeding the Canadian Dollar Sublimit, (v) the sum of the total Revolving Credit Exposures of all Lenders in respect of Loans denominated in Euros exceeding the Euro Sublimit, (vi) the sum of the total Revolving Credit Exposures of all Lenders in respect of Loans denominated in Norwegian Kroner exceeding the Norwegian Kroner Sublimit or (vii) the sum of the total Revolving Credit Exposures of all Lenders in respect of Loans denominated in Pounds Sterling exceeding the Pounds Sterling Sublimit. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Loans. (b) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable respective Commitments; provided that the . The failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender). Except for ’s failure to make Loans deemed made pursuant to Section 2.18(e)(i) and (ii), Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 and not less than $1,000,000 or (ii) equal to the remaining available balance of the applicable Commitmentsas required. (bc) Subject to Sections 2.11 and 2.12Section 2.10, each Borrowing shall be comprised entirely of ABR Revolving Loans or Eurodollar Revolving Eurocurrency Loans as a Borrower may request pursuant to Section 2.03in accordance herewith. Eurocurrency Loans may be denominated in Dollars or in an Optional Currency. All Loans denominated in an Optional Currency must be Eurocurrency Loans. Each Lender may at its option may make any Eurodollar Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the joint and several obligation of Borrower the Borrowers to repay such Loan in accordance with the terms of this Agreement. (d) At the commencement of each Interest Period for any Eurocurrency Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum. At the time that each ABR Borrowing is made, such ABR Borrowing shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000; provided that an ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 3.01(e). Borrowings of more than one Type may be outstanding at the same time; provided that Borrower there shall not at any time be entitled to request any Borrowing that, if made, would result in more than five (5) Eurodollar a total of seven Eurocurrency Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowingsoutstanding. (ce) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as Administrative Agent may designate not later than 1:00 p.m., New York City time, and Administrative Agent shall promptly credit the amounts so received to an account as directed by Borrower in the applicable Borrowing Request maintained with Administrative Agent or, if a Borrowing shall not occur on such date because Notwithstanding any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless Administrative Agent shall have received notice from a Lender prior to the date (in the case of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s portion of such Borrowing, Administrative Agent may assume that such Lender has made such portion available to Administrative Agent at the time of such Borrowing in accordance with paragraph (c) above, and Administrative Agent may, in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to Administrative Agent, each of such Lender and Borrower severally agrees to repay to Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is repaid to Administrative Agent at (i) in the case of Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes other provision of this Agreement, and Borrower’s obligation no Borrower shall be entitled to repay Administrative Agent such corresponding amount pursuant request, or to this Section 2.02(d) shall ceaseelect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(i) and (ii), The Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 (except, with respect to any Borrowing of Incremental Loans, to the extent otherwise provided in the related Incremental Loan Assumption Agreement and with respect to any Refinancing Loan, to the extent otherwise provided in the related Refinancing Amendment) or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.11 2.07 and 2.122.14, each Borrowing shall be comprised entirely of ABR Revolving Loans or Eurodollar Revolving Loans as the Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided provided, however, that the Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five (5) ten Eurodollar Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii), each Each Lender shall make each Loan, Refinancing Loan or Incremental Loan to be made by it hereunder on the Closing Date or the proposed date thereof of Borrowing thereof, as applicable, by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 1:00 p.m.9:00 a.m., New York City time, and the Administrative Agent shall promptly credit wire transfer the amounts so received to an account as directed by in accordance with instructions received from the Borrower in the applicable Borrowing Request maintained with Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date (in the case of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with paragraph (cSection 2.02(c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until to but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationto represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease.

Loans. (a) Each (i) U.S. Revolving Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of U.S. Revolving Loans made by the Lenders ratably in accordance with their applicable U.S. Revolving Commitments, (ii) RoW Revolving Loan shall be made as part of a Borrowing consisting of RoW Revolving Loans made by the Lenders ratably in accordance with their applicable RoW Revolving Commitments; provided that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(i) and (ii2.02(f), Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) in the case of Base Rate Loans or European Base Rate Loans, equal to the amount requested by the applicable Borrower and (ii) in the case of LIBO Rate Loans or Alternative Currency Loans, or any Loans under the RoW Subfacility, (A) an integral multiple of the Equivalent Amount of $500,000 250,000 and not less than the Equivalent Amount of $1,000,000 1,000,000, or (iiB) equal to the remaining available balance of the Revolving Commitments under the applicable CommitmentsSubfacility. (b) Subject to Sections 2.11 and 2.12Section 3.01, (i) each Borrowing of U.S. Revolving Loans shall be comprised entirely of ABR Base Rate Loans, Alternative Currency Daily Rate Loans, Alternative Currency Term Rate Loans or LIBO Rate Loans, (ii) each Borrowing of RoW Revolving Loans shall be comprised entirely of LIBO Rate Loans, European Base Rate Loans, Alternative Currency Daily Rate Loans or Eurodollar Revolving Loans Alternative Currency Term Rate Loans, in each case, as the applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect limit or expand the obligation of Borrower the Borrowers to repay such Loan in accordance with the terms of this AgreementAgreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01. Borrowings of more than one Type may be outstanding at the same time; provided further that Borrower the Borrowers shall not be entitled to request any Borrowing that, if made, would result in more than five (5) Eurodollar 10 Borrowings in the U.S. Subfacility and 5 Borrowings in the RoW Subfacility, respectively, outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii2.02(f), each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 1:00 p.m., (i) in New York City timeCity, in the case of Loans to a U.S. Borrower, and (ii) in London, in the case of Loans to a UK Borrower, in each case, at the Applicable Time, and the Administrative Agent shall promptly credit the amounts so received to an the Designated Account (or such other deposit account as directed by of Lead Borrower specified in the applicable Borrowing Request maintained with Administrative Agent Notice of Borrowing) or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been metmet or waived, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date (in the case of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to the Administrative Agent such Lender▇▇▇▇▇▇’s portion of such Borrowing, the Administrative Agent may assume that such Lender ▇▇▇▇▇▇ has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Lead Borrower severally agrees agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of Borrowerthe applicable Borrowers, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationto represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement. (e) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date. (f) If an Issuing Bank shall not have received from the applicable Borrowers the payment required to be made by Section 2.13(e) within the time specified in such Section, such Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each applicable Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each such Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan (for LC Disbursements denominated in Dollars) or an Alternative Currency Daily Rate Loan or Alternative Currency Term Rate Loan with an Interest Period of one month (for LC Disbursements denominated in any other currency) of such Lender, and Borrower’s obligation such payment shall be deemed to repay have reduced the applicable LC Exposure), and the Administrative Agent will promptly pay to such corresponding amount Issuing Bank amounts so received by it from the applicable Lenders. The Administrative Agent will promptly pay to the applicable Issuing Bank any amounts received by it from the applicable Borrower pursuant to Section 2.13(e) prior to the time that any Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Lenders that shall have made such payments and to the applicable Issuing Bank, as their interests may appear. If any Lender under the applicable Subfacility shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the applicable Borrowers, severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the applicable Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.02(d2.06, and (ii) shall ceasein the case of such Lender, for the first such day, the Federal Funds Effective Rate (or, with respect to an Alternative Currency, overnight rate determined by the Administrative Agent), and for each day thereafter, the Base Rate (for Dollars), the applicable Alternative Currency Daily Rate or Alternative Currency Term Rate (for Alternative Currencies).

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by Subject to the Lenders ratably in accordance with their applicable Commitments; provided that the failure of any terms and conditions set forth herein, each Lender severally agrees to make its Loan shall (i) loans to the US Borrowers from time to time in US Dollars (each such loan, a “US Borrower Loan”) and (ii) loans to the European Borrower from time to time in Euros or US Dollars (each such loan, a “European Borrower Loan”), in each case on any Business Day during the Availability Period, in an aggregate amount not in itself relieve to exceed at any other Lender time outstanding the amount of its obligation to lend hereunder (it being understoodsuch Lender’s Commitment; provided, however, that no Lender after giving effect to any Borrowing, (i) the Total Outstandings shall be responsible for not exceed the failure lesser of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(i(A) the Aggregate Commitments and (B) the Total Borrowing Base, and (ii)) the aggregate Outstanding Amount of the Loans of any Lender, Loans comprising plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. In no event shall Lenders have any Borrowing shall be in an aggregate principal amount that is obligation to honor a request for (i1) an integral multiple of $500,000 and not less than $1,000,000 or (ii) equal to a US Borrower Loan if the remaining available unpaid balance of the applicable Commitments. (b) Subject to Sections 2.11 US Borrower Loans and 2.12, each Borrowing shall be comprised entirely of ABR Revolving Loans or Eurodollar Revolving Loans as Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided that Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five (5) Eurodollar Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except L/C Obligations with respect to Loans deemed made pursuant to Section 2.18(e)(ii), each Lender shall make each Loan to be made by it hereunder on US Letters of Credit outstanding at such time (including the proposed date thereof by wire transfer requested US Borrower Loan) would exceed the lesser of immediately available funds to such account in New York City as Administrative Agent may designate not later than 1:00 p.m., New York City time, (x) the Total US Sublimit and Administrative Agent shall promptly credit (y) the amounts so received to an account as directed by Borrower in the applicable US Borrowing Request maintained with Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless Administrative Agent shall have received notice from a Lender prior to the date (in the case of any Eurodollar Revolving Borrowing), and at least two Base or (2) hours prior a European Borrower Loan if the unpaid balance of European Borrower Loans and L/C Obligations with respect to European Letters of Credit outstanding at such time (including the requested European Borrower Loan) would exceed the lesser of (x) the Total European Sublimit and (y) the European Borrowing Base. Within the limits of each Lender’s Commitment, and subject to the time (in other terms and conditions hereof, the case of any ABR Borrowing)Borrowers may borrow under this Section 2.01, of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s portion of such Borrowing, Administrative Agent may assume that such Lender has made such portion available to Administrative Agent at the time of such Borrowing in accordance with paragraph (c) aboveprepay under Section 2.04, and Administrative Agent may, in reliance upon such assumption, make available to Borrower on such date a corresponding amountreborrow under this Section 2.01. If Administrative Agent shall have so Loans may be made funds available, then, to the extent that such Lender shall not have made such portion available to Administrative Agent, each of such Lender and Borrower severally agrees to repay to Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is repaid to Administrative Agent at (ia) in the case of BorrowerUS Borrower Loans, the interest rate applicable at the time to option of the US Borrowers, as US Base Rate Loans comprising such Borrowing or Eurocurrency Rate Loans, in each case in US Dollars and (iib) in the case of such LenderEuropean Borrower Loans, at the greater option of the Federal Funds Effective European Borrower, as Eurocurrency Rate and a rate determined by Administrative Agent Loans in US Dollars or Euros, in each case as further provided herein. In addition to the foregoing, certain Loans may be made to the Borrowers to the extent they are deemed to be made in accordance with banking industry rules on interbank compensation. If such Lender shall repay to Administrative Agent such corresponding amountSections 2.02(c), such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement2.02(g), 2.03(c)(i)(B), 2.03(c)(ii), 3.02, 3.03 and Borrower’s obligation to repay Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease3.07.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(i) and (ii), The Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 (except, with respect to any Incremental Term Borrowing, to the extent otherwise provided in the related Incremental Term Loan Assumption Agreement) or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.11 2.08 and 2.122.15, each Borrowing shall be comprised entirely of ABR Revolving Loans or Eurodollar Revolving Loans as the Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided provided, however, that the Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five (5) Eurodollar Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii), each Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 1:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed designated by the Borrower in the applicable Borrowing Request maintained with Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date (in the case of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with paragraph (c) above, above and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until to but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationto represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease.

Loans. (a) Each Revolving Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Revolving Loans made by the Lenders ratably in accordance with their applicable respective Commitments; provided that the . The failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender). Except for ’s failure to make Loans deemed made pursuant to Section 2.18(e)(i) and (ii), Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 and not less than $1,000,000 or (ii) equal to the remaining available balance of the applicable Commitmentsas required. (b) Subject to Sections 2.11 and 2.12Section 2.14, each Revolving Borrowing shall be comprised entirely of ABR Revolving Loans or Eurodollar Revolving Loans as the Borrower may request pursuant to Section 2.03in accordance herewith. Each Lender may at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. (c) At the commencement of each Interest Period for any Eurodollar Revolving Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000. At the time that each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000; provided that an ABR Revolving Borrowing may be in an aggregate amount that is equal to (i) the entire unused balance of the total Commitment or (ii) that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of eight (8) Eurodollar Revolving Borrowings outstanding. (d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request request, or to elect to convert or continue, any Borrowing that, if made, would result in more than five (5) Eurodollar Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except Period requested with respect to Loans deemed made pursuant to Section 2.18(e)(ii), each Lender shall make each Loan to be made by it hereunder on thereto would end after the proposed date thereof by wire transfer of immediately available funds to such account in New York City as Administrative Agent may designate not later than 1:00 p.m., New York City time, and Administrative Agent shall promptly credit the amounts so received to an account as directed by Borrower in the applicable Borrowing Request maintained with Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective LendersMaturity Date. (d) Unless Administrative Agent shall have received notice from a Lender prior to the date (in the case of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s portion of such Borrowing, Administrative Agent may assume that such Lender has made such portion available to Administrative Agent at the time of such Borrowing in accordance with paragraph (c) above, and Administrative Agent may, in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to Administrative Agent, each of such Lender and Borrower severally agrees to repay to Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is repaid to Administrative Agent at (i) in the case of Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(i) and (ii), Loans comprising any Each Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 and not less than $1,000,000 or (iiand in integral amounts consistent with) equal to the remaining available balance of the applicable CommitmentsMinimum Amount. (b) Subject to Sections Section 2.11 and Section 2.12, each Borrowing shall be comprised entirely of ABR Revolving Loans or Eurodollar Revolving Eurocurrency Loans as Administrative Borrower may request pursuant to Section 2.03; provided that all Loans comprising the same Borrowing shall at all times be of the same Type. Each Lender may at its option make any Eurodollar Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided that Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five eight (58) Eurocurrency Borrowings of U.S. Term Loans or more than four (4) Eurodollar Eurocurrency Borrowings of Canadian Term Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii), each Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 1:00 p.m.11:00 a.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account of the applicable Borrower as directed by Administrative Borrower in the applicable Borrowing Request maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date (in the case of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and such Borrower severally agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of such Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Interbank Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and the applicable Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (e) Notwithstanding anything to the contrary contained herein, no Borrower shall be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Final Maturity Date.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(i) and (ii), The Loans comprising any Borrowing shall be in an aggregate principal amount that is (ia) an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 (except, with respect to any Borrowing made pursuant to an Incremental Loan Commitment, to the extent otherwise provided in the related Incremental Loan Assumption Agreement) or (iib) equal to the remaining available balance of the applicable Commitments.. 39 (ba) Subject to Sections 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Revolving Loans or Eurodollar Revolving Loans as Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided that The Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five (5) eight Eurodollar Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (cb) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii), each Each Lender shall make each Loan or Incremental Loan to be made by it hereunder on the Funding Date or the proposed date thereof of Borrowing thereof, as applicable, by wire transfer of immediately available funds in Dollars, as the case may be, to such account in New York City London as the Administrative Agent may designate not later than 1:00 2:00 p.m., New York City time, and the Administrative Agent shall promptly credit wire transfer the amounts so received to an account as directed by in accordance with instructions received from the Borrower in the applicable Borrowing Request maintained with Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (dc) Unless the Administrative Agent shall have received notice from a Lender prior to the date (in the case of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with paragraph (cthis Section 2.02(c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until to but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationto represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(i) and (ii), The Loans comprising any Borrowing shall be in an aggregate principal amount that is (ia) an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 (except, with respect to any Borrowing made pursuant to an Incremental Loan Commitment, to the extent otherwise provided in the related Incremental Loan Assumption Agreement) or (iib) equal to the remaining available balance of the applicable Commitments. (ba) Subject to Sections 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Revolving Loans or Eurodollar Revolving Loans as Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan or SOFR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided that The Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five (5) eight Eurodollar Borrowings or eight SOFR Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (cb) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii), each Each Lender shall make each Loan or Incremental Loan to be made by it hereunder on the Funding Date or the proposed date thereof of Borrowing thereof, as applicable, by wire transfer of immediately available funds in Dollars, as the case may be, to such account in New York City London as the Administrative Agent may designate not later than 1:00 2:00 p.m., New York City time, and the Administrative Agent shall promptly credit wire transfer the amounts so received to an account as directed by in accordance with instructions received from the Borrower in the applicable Borrowing Request maintained with Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (dc) Unless the Administrative Agent shall have received notice from a Lender prior to the date (in the case of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to the Administrative Agent such Lender▇▇▇▇▇▇’s portion of such Borrowing, the Administrative Agent may assume that such Lender ▇▇▇▇▇▇ has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with paragraph (cthis Section 2.02(c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until to but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationto represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(i) and (ii), The Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.11 2.08 and 2.122.15, each Borrowing shall be comprised entirely of ABR Revolving Loans or Eurodollar Revolving Loans as the Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided provided, however, that (i) the Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five (5) 3 Eurodollar Borrowings outstanding hereunder at any time and (ii) prior to the Conversion Date, there shall not be more than one timeEurodollar Borrowing outstanding at any time and all Delayed Draw Term Loans must be ABR Loans. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii), each Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 1:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed designated by the Borrower in the applicable Borrowing Request maintained with Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders; provided that the Borrower hereby authorizes and directs the Administrative Agent to apply proceeds of Loans made on the Closing Date (together with any proceeds of First Lien Term Loans made on the Closing Date so applied) to pay any and all amounts owing under the Tender Facility Credit Agreement and, to the extent so applied, such proceeds shall not be required to be credited to any account of the Borrower. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date (in the case of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with paragraph (c) above, above and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until to but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationto represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease.

Loans. (a) Each Standby Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Standby Loans made by the Lenders ratably in accordance with their applicable respective Available Commitments; provided provided, however, that the failure of any Lender to make its any Standby Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except Each Local Currency Loan shall be made as part of a Borrowing consisting of Local Currency Loans made by the Local Currency Lenders ratably in accordance with the applicable Local Currency Lender Maximum Borrowing Amounts, provided, however, that the failure of any Local Currency Lender to make any Local Currency Loan shall not in itself relieve any other Local Currency Lender of its obligation to lend hereunder (it being understood, however, that no Local Currency Lender shall be responsible for Loans deemed the failure of any other Local Currency Lender to make any Local Currency Loan required to be made pursuant to by such other Local Currency Lender). Each Competitive Loan shall be made in accordance with the procedures set forth in Section 2.18(e)(i) and (ii), 2.03. The Loans comprising any Borrowing shall be (i) in the case of Competitive Loans, in an aggregate principal amount that which is (i) an integral multiple of $500,000 1,000,000 and not less than $1,000,000 or 5,000,000, (ii) in the case of Standby Loans, in an aggregate principal amount which is an integral multiple of $5,000,000 and not less than $20,000,000 (or an aggregate principal amount equal to the remaining available balance of the Available Commitments) and (iii) in the case of Local Currency Loans, in an aggregate principal amount which complies with the requirements set forth in the applicable CommitmentsLocal Currency Addendum. All Standby Loans and Competitive Loans made pursuant to this Article II shall be denominated in Dollars. (b) Subject to Sections 2.11 and 2.12, each Each Competitive Borrowing shall be comprised entirely of ABR Revolving Eurocurrency Competitive Loans or Eurodollar Revolving Fixed Rate Loans, and each Standby Borrowing shall be comprised entirely of Eurocurrency Standby Loans or ABR Loans, as the Borrower may request pursuant to Section 2.032.03 or 2.04, as applicable. Each Lender may at its option make any Eurodollar Eurocurrency Loan by causing any domestic or foreign branch branch, agency or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided that Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five (5) Eurodollar Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate BorrowingsLoans. (c) Except with respect to Loans deemed made pursuant Subject to Section 2.18(e)(ii)2.05 and, in the case of any Local Currency Loan, to any alternative procedures set forth in the applicable Local Currency Addendum, each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account the Administrative Agent in New York, New York, not later than 12:00 noon, New York City as time, and the Administrative Agent may designate not later than 1:00 shall by 2:00 p.m., New York City time, and Administrative Agent shall promptly credit the amounts so received to an the account as directed or accounts specified from time to time in one or more notices delivered by Borrower in the applicable Borrowing Request maintained with 21 17 Company to the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) . Competitive Loans shall be made by the Lender or Lenders whose Competitive Bids therefor are accepted pursuant to Section 2.03 in the amounts so accepted. Standby Loans and Local Currency Loans shall be made by the Lenders and the Local Currency Lenders, as applicable, pro rata in accordance with Section 2.16. Unless the Administrative Agent shall have received notice from a Lender prior to the date (or, in the case of any Eurodollar Revolving Borrowing)ABR Borrowings, and at least two (2on the date) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s 's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with this paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amountamount in the required currency. If Administrative Agent shall have so made funds available, then, and to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereonthereon in such currency, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationto represent its cost of overnight funds. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s 's Loan as part of such Borrowing for purposes of this Agreement. (d) Each Competitive Loan shall be a Eurocurrency Competitive Loan or a Fixed Rate Loan. Each Standby Loan shall be a Eurocurrency Standby Loan or an ABR Standby Loan. Each Local Currency Loan shall be a Eurocurrency Local Currency Loan or shall bear interest at a rate specified in the applicable Loan Currency Addendum. (e) If any Issuing Bank shall not have received from a Borrower the payment required to be made by Section 2.23(e) within two hours after such Borrower shall have received notice from such Issuing Bank that payment of a draft presented under any Letter of Credit will be made, or, if the Borrower shall have received such notice later than 10:00 a.m., New York City time, on any Business Day, not later than 10:00 a.m., New York City time, on the immediately following Business Day, as provided in Section 2.23(e), such Issuing Bank will promptly notify the Administrative Agent of the L/C Disbursement and the Administrative Agent will promptly notify each Lender of such L/C Disbursement and its Applicable Share thereof. Each Lender shall pay by wire transfer of immediately available funds to the Administrative Agent not later than 2:00 p.m., New York City time, on such date (or, if such Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 10:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender's Applicable Share of such L/C Disbursement (it being understood that such amount shall be deemed to constitute an ABR Loan of such Lender and shall bear interest as provided herein), and Borrower’s obligation to repay the Administrative Agent such corresponding amount will promptly pay to the Issuing Bank any amounts so received by it from the Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Borrower pursuant to Section 2.23(e) prior to the time that any Lender makes any payment pursuant to this paragraph 2.02(e); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Lender shall not have made its Applicable Share of such L/C Disbursement available to the Administrative Agent as provided above, such Lender and the Borrowers severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph to but excluding the date such amount is paid, to the 22 18 Administrative Agent at (i) in the case of the Borrowers, a rate per annum equal to the interest rate applicable to Loans pursuant to Section 2.02(d2.08, and (ii) shall ceasein the case of such Lender, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(i) and (ii), Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 and not less than $1,000,000 or (ii) equal Subject to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.11 terms and 2.12, each Borrowing shall be comprised entirely of ABR Revolving Loans or Eurodollar Revolving Loans as Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided that Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five (5) Eurodollar Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii)conditions set forth herein, each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as Administrative Agent may designate not later than 1:00 p.m., New York City time, and Administrative Agent shall promptly credit the amounts so received to an account as directed by Borrower in the applicable Borrowing Request maintained with Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless Administrative Agent shall have received notice from a Lender prior to the date (in the case of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s portion of such Borrowing, Administrative Agent may assume that such Lender has made such portion available to Administrative Agent at the time of such Borrowing in accordance with paragraph (c) above, and Administrative Agent may, in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to Administrative Agent, each of such Lender and Borrower severally agrees to repay make loans (each such loan, a “Revolving Credit Loan”) to Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day the Borrowers in Dollars or in one or more Alternative Currencies from the date such amount is made available to Borrower until the date such amount is repaid to Administrative Agent at (i) in the case of Borrower, the interest rate applicable at the time to time, on any Business Day during the Loans comprising such Borrowing and (ii) in the case Availability Period of such Lender, in an aggregate amount not to exceed at any time outstanding the greater amount of the Federal Funds Effective Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part Commitment; provided that after giving effect to any Revolving Credit Borrowing, (i) the Total Outstandings shall not exceed the amount of the Facility, (ii) the Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Borrowing for purposes Lender’s Applicable Percentage of this Agreementthe Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, (iii) the Outstanding Amount of all Revolving Credit Loans made to all Foreign Borrowers plus the Outstanding Amount of all Foreign Swing Line Loans shall not exceed the Maximum Foreign Borrower Sublimit and (iv) with respect to each individual Foreign Borrower, the Outstanding Amount of all Revolving Credit Loans made to such Foreign Borrower plus the Outstanding Amount of all Foreign Swing Line Loans made to such Foreign Borrower shall not exceed the Foreign Borrower Sublimit applicable to such Foreign Borrower. Within the limits of each Lender’s Commitment, and Borrower’s obligation subject to repay Administrative Agent such corresponding amount pursuant to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.02(d) 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein; provided that each Revolving Credit Loan denominated in an Alternative Currency shall ceasebe a Eurocurrency Rate Loan.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable respective Commitments; provided provided, however, that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(i) and (ii), The Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 5,000,000 and not less than $1,000,000 25,000,000 (or (ii) an aggregate principal amount equal to the remaining available balance of the applicable Available Commitments). (b) Subject to Sections 2.11 and 2.12, each Each Borrowing shall be comprised entirely of ABR Revolving Eurodollar Loans or Eurodollar Revolving Loans ABR Loans, as the applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of any Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided that Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five (5) Eurodollar Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect Subject to Loans deemed made pursuant to Section 2.18(e)(ii)subsection (d) below, each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account the Agent in New York, New York, not later than noon, New York City as Administrative time, and the Agent may designate not later than 1:00 shall by 2:00 p.m., New York City time, and Administrative Agent shall promptly credit the amounts so received to an the account as directed or accounts specified from time to time in one or more notices delivered by Borrower in the applicable Borrowing Request maintained with Administrative Borrower to the Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) . Loans shall be made by the Lenders pro rata in accordance with Section 2.12. Unless Administrative the Agent shall have received notice from a Lender prior to the date (in the case of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to Administrative the Agent such Lender’s portion of such Borrowing, Administrative the Agent may assume that such Lender has made such portion available to Administrative the Agent at on the time date of such Borrowing in accordance with paragraph this subsection (c) above, and Administrative the Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If Administrative Agent shall have so made funds available, then, and to the extent that such Lender shall not have made such portion available to Administrative the Agent, each of such Lender and the applicable Borrower (without waiving any claim against such Lender for such Lender’s failure to make such portion available) severally agrees agree to repay to Administrative the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to Administrative Agent the Agent, at (i) in the case of such Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensationRate. If such Lender shall repay to Administrative the Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement. (d) A Borrower may refinance all or any part of any Borrowing with a Borrowing of the same or a different Type, subject to the conditions and limitations set forth in this Agreement. Any Borrowing or part thereof so refinanced shall be deemed to be repaid or prepaid in accordance with Section 2.05 or 2.09, as applicable, with the proceeds of a new Borrowing, and Borrower’s obligation the proceeds of the new Borrowing, to repay Administrative the extent they do not exceed the principal amount of the Borrowing being refinanced, shall not be paid by the Lenders to the Agent or by the Agent to such corresponding amount Borrower pursuant to this Section 2.02(dsubsection (c) shall ceaseabove.

Loans. Lender hereby agrees to make the Loans available to Borrowers as follows: (a) Each Loan RLOC. (other than Swingline Loansi) Subject to all terms set forth herein but only during the Commitment Period and for so long as no Event of Default has occurred and is continuing, Lender agrees, from time to time and on the terms hereinafter set forth, to loan to Borrowers, when requested by Borrowers, principal amounts aggregating up to Five Million and No/100 Dollars ($5,000,000.00). Within the aforesaid limit, Borrowers may borrow, make payments, and reborrow under this Agreement, subject to the provisions hereof. (ii) The obligation to repay the RLOC shall be made as part of a Borrowing consisting of Loans made evidenced by the Lenders ratably RLOC Note and maturing upon the earlier to occur of acceleration under Section 7.1 or the RLOC Maturity Date. (iii) As an accommodation to Borrowers, Lender may permit electronic requests for loans and transmittal of instructions, authorizations, agreements or reports to Lender by Borrowers. Unless Borrowers specifically direct Lender in accordance with their applicable Commitments; provided that the failure writing not to accept or act upon electronic communications from Borrowers, Lender shall have no liability to Borrower for any loss or damage suffered by Borrowers as a result of Lender’s honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to Lender electronically and purporting to make its Loan have been sent to Lender by Borrowers and Lender shall not have no duty to verify the origin of any such communication or the authority of the person sending it. Borrowers shall designate, in itself relieve any other Lender of its obligation writing, named individuals and their corresponding email addresses who are authorized by Borrowers to lend hereunder (it being understoodrequest advances hereunder, however, that no and Lender shall be responsible for the failure of any other Lender entitled to make any Loan required to be made rely upon such authorization until revoked in writing by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(i) and (ii), Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 and not less than $1,000,000 or (ii) equal to the remaining available balance of the applicable CommitmentsBorrowers. (biv) Subject to Sections 2.11 and 2.12, each Borrowing Each borrowing under the RLOC shall be comprised entirely effected by crediting the amount thereof to the regular banking account of ABR Revolving Loans or Eurodollar Revolving Loans as Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of Borrower to repay such Loan in accordance PTLLC maintained with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided that Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five Lender (5) Eurodollar Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings“Disbursement Account”). (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as Administrative Agent may designate not later than 1:00 p.m., New York City time, and Administrative Agent shall promptly credit the amounts so received to an account as directed by Borrower in the applicable Borrowing Request maintained with Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless Administrative Agent shall have received notice from a Lender prior to the date (in the case of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s portion of such Borrowing, Administrative Agent may assume that such Lender has made such portion available to Administrative Agent at the time of such Borrowing in accordance with paragraph (c) above, and Administrative Agent may, in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to Administrative Agent, each of such Lender and Borrower severally agrees to repay to Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is repaid to Administrative Agent at (i) in the case of Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a the Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable Commitments; provided provided, however, that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for The applicable amount of Loans deemed made requested by the Borrower shall be set forth in the Funding Date Borrowing Notice as provided under Section 2.03 and to the extent such amount is less than the available Commitments as determination pursuant to Section 2.18(e)(i) and (ii)2.01, the Loans comprising any the Borrowing shall be in an aggregate principal amount that which is (i) an integral multiple of $500,000 and not less than $1,000,000 or (ii) equal to the remaining available balance of the applicable Commitments¥150,000,000. (b) Subject to Sections 2.11 and 2.12, each The Borrowing shall be comprised entirely of ABR Revolving Loans or Eurodollar Revolving Loans as Borrower may request pursuant to Section 2.03Cumulative Compounded RFR Rate Loans. Each Lender may at its option make fulfill its Commitment with respect to any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided that Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five (5) Eurodollar Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate BorrowingsLoans. Any amount borrowed under Section 2.01 and subsequently repaid or prepaid may not be reborrowed. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii), each Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account the Administrative Agent in New York City as Administrative Agent may designate York, New York, not later than 1:00 p.m., New York City time, and the Administrative Agent shall promptly by 3:00 p.m., New York City time, credit the amounts so received to an the general deposit account of the Borrower to which such Loan is to be made as directed by the Borrower may designate in a written notice to the applicable Borrowing Request maintained with Administrative Agent Agent, or, if a Borrowing shall such Loans are not occur made on such date because any condition precedent to the Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) . Unless the Administrative Agent shall have received notice from a Lender prior to the date (in time of the case of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to the Administrative Agent such Lender▇▇▇▇▇▇’s portion of such the Borrowing, the Administrative Agent may assume that such Lender ▇▇▇▇▇▇ has made such portion available to the Administrative Agent at on the time date of such the Borrowing in accordance with this paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If Administrative Agent shall have so made funds available, then, and to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such the Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationto represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such the Borrowing for purposes of this Agreement, and Borrower’s . (d) The occurrence of any Lender becoming a Defaulting Lender shall not relieve any other Lender of its obligation to repay Administrative Agent make a Loan or payment on such corresponding amount pursuant date but no such other Lender shall be responsible for the failure of any Defaulting Lender to make a Loan or payment required under this Section 2.02(d) shall ceaseAgreement.

Loans. (a) Each Loan (other than a Swingline LoansLoan, as to which this Section 2.02 shall not apply) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(i) and (ii), The Loans comprising any Borrowing shall be in an aggregate principal amount that which is (i) an integral multiple of $500,000 5,000,000 and not less than $1,000,000 10,000,000 or (ii) equal to the remaining available balance of the applicable Commitments. The Loans comprising each Alternative Currency Borrowing shall be made in the Alternative Currency specified in the applicable Borrowing Request in an amount the Dollar Equivalent of which is the Dollar amount specified in such Borrowing Request, as determined by the Administrative Agent as of the Denomination Date for such Borrowing (which determination shall be conclusive absent manifest error); provided, however, that (A) for purposes of clause (i) above, each Alternative Currency Borrowing shall be deemed to be in an aggregate principal amount equal to the Dollar amount specified in the applicable Borrowing Request for such Borrowing and (B) if the Dollar Equivalent of an outstanding Multi-Currency Revolving Credit Borrowing denominated in an Alternative Currency, determined based upon the applicable Spot Exchange Rate as of the date that is three Business Days before the end of the Interest Period with respect to such Borrowing, does not exceed by more than 5% the Assigned Dollar Value of such Borrowing, and if the entire amount of such Borrowing is to be refinanced with a new Multi-Currency Revolving Credit Borrowing of equivalent amount in the same currency and by the same Borrower, then such Multi-Currency Revolving Credit Borrowing may be refinanced without regard to compliance with clause (i) above and, if so refinanced, shall continue to have the same Assigned Dollar Value as in effect prior to such refinancing. The Administrative Agent shall determine the applicable Spot Exchange Rate as of the date three Business Days before the end of an Interest Period with respect to a Multi-Currency Revolving Credit Borrowing denominated in an Alternative Currency and shall promptly notify ASI and the Multi-Currency Revolving Credit Lenders whether the Dollar Equivalent of such Borrowing exceeds by more than 5% the Assigned Dollar Value thereof. (b) Subject to Sections 2.11 2.09 and 2.122.13, each Borrowing shall be comprised entirely of ABR Revolving LIBOR Loans or Eurodollar Revolving ABR Loans as the applicable Borrower may request pursuant to Section 2.03. Each Lender may may, subject to Section 10.04(j), at its option make any Eurodollar LIBOR Loan or Alternative Currency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided provided, however, that Borrower none of the Borrowers shall not be entitled to request any Borrowing thatwhich, if made, would result in more than five (5) Eurodollar 25 LIBOR Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest PeriodsPeriods or denominated in different currencies, regardless of whether they commence or end on the same date, shall be considered separate Borrowings. (c) Except with respect Subject to Loans deemed made pursuant to Section 2.18(e)(ii)paragraph (f) below, each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate in federal funds (in the case of any Loan denominated in Dollars) or such other immediately available funds as may then be customary for the settlement of international transactions in the relevant currency not later than 1:00 p.m.11:00 a.m., New York City time, in the case of fundings to an account in New York City, or 11:00 a.m., local time, in the case of fundings to an account in another jurisdiction, and the Administrative Agent shall promptly by 12:00 (noon), New York City time, in the case of fundings to an account in New York City, or 12:00 (noon), local time, in the case of fundings to an account in another jurisdiction, credit the amounts so received to an account as directed designated by the applicable Borrower in the applicable Borrowing Request maintained with Administrative Agent Request, which account must be in the name of such Borrower and in the financial center of the country of the currency of such Loan (except that, in the case of Loans denominated in Dollars and in the case of all Loans made on the Effective Date, such account shall be in either New York or London) or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date (in the case of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s 's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with paragraph (c) above, above and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amountamount in the required currency. If the Administrative Agent shall have so made funds available, available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the applicable Borrower severally agrees agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereonthereon in such currency, for each day from the date such amount is made available to the applicable Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds in accordance with banking industry rules on interbank compensationthe relevant currency (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s 's Loan as part of such Borrowing for purposes of this Agreement. (e) Notwithstanding any other provision of this Agreement, none of the Borrowers shall be entitled to request any LIBOR Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date. All Alternative Currency Borrowings shall be LIBOR Borrowings. (f) A Borrower may refinance all or any part of a U.S. $ Revolving Credit Borrowing or Multi-Currency Revolving Credit Borrowing with another U.S. $ Revolving Credit Borrowing or Multi-Currency Revolving Credit Borrowing, as the case may be, in the same currency, subject to the conditions and limitations set forth in this Agreement (including the condition that the Aggregate U.S. $ Revolving Credit Exposure or, subject to clause (B) of the second proviso of Section 2.02(a) above, the Aggregate Multi-Currency Revolving Credit Exposure, as applicable, after giving effect thereto will not exceed the Total U.S. $ Revolving Credit Commitment or the Total Multi-Currency Revolving Credit Commitment, as applicable). Any Revolving Credit Borrowing or part thereof so refinanced shall be deemed to be repaid or prepaid in accordance with the applicable provisions of this Agreement with the proceeds of the new Borrowing, and Borrower’s obligation the proceeds of such new Borrowing, to repay the extent they do not exceed the principal amount of the Borrowing being refinanced, shall not be paid by the applicable Revolving Credit Lenders to the Administrative Agent such corresponding amount or by the Administrative Agent to the applicable Borrower pursuant to this Section 2.02(dparagraph (c) above. (g) The Administrative Agent shall ceasenotify ASI and the U.S. $ Revolving Credit Lenders of the amount of the Aggregate U.S. $ Revolving Credit Exposure, and shall notify ASI and the Multi-Currency Revolving Credit Lenders of the amount of the Aggregate Multi-Currency Revolving Credit Exposure, promptly following the last day of each January, April, July and October.

Loans. Subject to the terms and conditions set forth herein, each Lender agrees to make Loans denominated in Dollars to the Borrowers from time to time during the Availability Period in an aggregate principal amount that shall not result in (x) such Lender's Revolving Credit Exposure exceeding such Lender's Commitment or (y) the sum of the total Revolving Credit Exposures exceeding the total Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Loans. Each Lender severally agrees, subject to all of the terms and conditions of this Agreement to make Loans as follows: (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable respective Commitments; provided that the . The failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender). Except for 's failure to make Loans deemed made pursuant to Section 2.18(e)(i) and (ii), Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 and not less than $1,000,000 or (ii) equal to the remaining available balance of the applicable Commitmentsas required. (b) Subject to Sections 2.11 and 2.12Section 2.11, each Borrowing shall be comprised entirely of ABR Revolving Loans or Eurodollar Revolving Loans as a Borrower may request pursuant to Section 2.03in accordance herewith. Each Lender may at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the joint and several obligation of Borrower the Borrowers to repay such Loan in accordance with the terms of this Agreement. (c) At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $3,000,000 and not less than $3,000,000. At the time that each ABR Borrowing is made, such ABR Borrowing shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000; provided that an ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments. Borrowings of more than one Type may be outstanding at the same time; provided that Borrower there shall not at any time be entitled to request any Borrowing that, if made, would result in more than five (5) a total of seven Eurodollar Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as Administrative Agent may designate not later than 1:00 p.m., New York City time, and Administrative Agent shall promptly credit the amounts so received to an account as directed by Borrower in the applicable Borrowing Request maintained with Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lendersoutstanding. (d) Unless Administrative Agent shall have received notice from a Lender prior to the date (in the case of Notwithstanding any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s portion of such Borrowing, Administrative Agent may assume that such Lender has made such portion available to Administrative Agent at the time of such Borrowing in accordance with paragraph (c) above, and Administrative Agent may, in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to Administrative Agent, each of such Lender and Borrower severally agrees to repay to Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is repaid to Administrative Agent at (i) in the case of Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes other provision of this Agreement, and Borrower’s obligation no Borrower shall be entitled to repay Administrative Agent such corresponding amount pursuant request, or to this Section 2.02(d) shall ceaseelect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(i) and (ii), Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 and not less than $1,000,000 or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.11 2.08 and 2.122.15, each Borrowing shall be comprised entirely of ABR Revolving Loans or Eurodollar Revolving Loans as the Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided that Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five (5) Eurodollar Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii), each Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 1:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by Borrower in the applicable Borrowing Request maintained with Administrative Agent DIP Proceeds Account or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date (in the case of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with paragraph (c) above, above and the Administrative Agent may, but shall not be obligated to, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and Borrower severally agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until to but excluding the date such amount is repaid to the Administrative Agent at a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (i) in which determination shall be conclusive absent manifest error). If such Lender shall not repay to the case of BorrowerAdministrative Agent such corresponding amount within three Business Days after demand by the Administrative Agent, then the Administrative Agent shall be entitled to recover such amount with interest thereon at the rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in Borrowing, on demand, from the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensationBorrower. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease.

Loans. (a) Each Loan Subject to the terms and conditions set forth herein, (other than Swingline Loansi) all Existing Revolving Credit Loans shall be made continued as part of a Borrowing consisting of Revolving Credit Loans made governed by the Lenders ratably this Agreement reallocated to each Revolving Credit Lender in accordance with their applicable Commitments; provided that the failure of any Section 11.19 and (ii) each Revolving Credit Lender severally agrees to make its Loan shall loans (each such loan, a "Revolving Credit Loan") to the Borrower in Dollars or in one or more Foreign Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not in itself relieve to exceed at any other Lender time outstanding the amount of its obligation to lend hereunder (it being understoodsuch Revolving Credit Lender's Revolving Credit Commitment; provided, however, that no Lender after giving effect to any Revolving Credit Borrowing, (A) the Revolving Credit Outstandings shall be responsible for not exceed the failure Revolving Credit Facility, (B) the aggregate Outstanding Amount of the Revolving Credit Loans of any other Lender to make any Loan required to Revolving Credit Lender, plus such Revolving Credit Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Revolving Credit Lenders' Pro Rata Share of the Outstanding Amount of all Swing Line Loans plus such Revolving Credit Lender's Pro Rata Share of the Outstanding Amount of all Foreign Currency Fronting Loans shall not exceed such Revolving Credit Lender's Revolving Credit Commitment, and (C) the Outstanding Amount of all Foreign Currency Fronting Loans, plus the Outstanding Amount of all Revolving Credit Loans that were made in a Foreign Currency shall not exceed the Foreign Currency Sublimit; provided further, however, that on the Closing Date no new Loans may be made by such as Eurocurrency Rate Loans. Within the limits of each Revolving Credit Lender's Revolving Credit Commitment, and subject to the other Lenderterms and conditions hereof, the Borrower may borrow under this Section 2.01(a), prepay under Section 2.05, and reborrow under this Section 2.01(a). Except for Revolving Credit Loans deemed made pursuant to Section 2.18(e)(i) and (ii)may be Base Rate Loans or Eurocurrency Rate Loans, Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 and not less than $1,000,000 or (ii) equal to the remaining available balance of the applicable Commitmentsas further provided herein. (b) Subject to Sections 2.11 the terms and 2.12conditions set forth herein, each Borrowing shall be comprised entirely of ABR Revolving Loans or Eurodollar Revolving Loans as Borrower may request pursuant to Section 2.03. Each Term Loan Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided that Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five (5) Eurodollar Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as Administrative Agent may designate not later than 1:00 p.m., New York City time, and Administrative Agent shall promptly credit the amounts so received to an account as directed by Borrower in the applicable Borrowing Request maintained with Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless Administrative Agent shall have received notice from a Lender prior to the date (in the case of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s portion of such Borrowing, Administrative Agent may assume that such Lender has made such portion available to Administrative Agent at the time of such Borrowing in accordance with paragraph (c) above, and Administrative Agent may, in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to Administrative Agent, each of such Lender and Borrower severally agrees to repay to Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from make a portion of a term loan (the date such amount is made available to Borrower until the date such amount is repaid to Administrative Agent at (i"Term Loan") in the case of Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) Borrower in Dollars on the case Closing Date in an amount of such Term Loan Lender's Term Loan Commitment. Amounts repaid or prepaid on the Term Loan may not be reborrowed. The Term Loan may consist of Base Rate Loans or Eurocurrency Rate Loans, as further provided herein; provided, however, that the greater funding of the Federal Funds Effective Term Loan on the Closing Date shall be made as a Base Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall ceaseLoan.

Loans. Subject to the terms and conditions hereof, each Lender agrees to make loans to Borrower (herein called such Lender's "Loans") upon request from time to time during the Commitment Period so long as (a) Each Loan (other than Swingline Loans) shall be made as part all Lenders are requested to make Loans of a Borrowing consisting of Loans made by the Lenders ratably same Type in accordance with their applicable Commitments; provided that respective Percentage Shares and as part of the failure same Loan, and (b) the sum of (i) the aggregate amount of such Lender's Loans outstanding at any time plus (ii) the Maximum Drawing Amount for which such Lender to make its is liable by virtue of Section 2A.3(b), plus (iii) the Matured LC Obligations which have been funded by such Lender under such section, does not exceed such Lender's Percentage Share of the Maximum Loan shall not in itself relieve any other Lender Amount determined as of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any date on which the requested Loan required is to be made by and (c) the making of such other LenderLoan does not cause the Total Debt to Cash Earnings Ratio for the Fiscal Quarter in which such Loan is made to exceed the Maximum Total Debt to Cash Earnings Ratio for such Fiscal Quarter (calculated using Total Debt as of the date of such Loan, and including the amount of such Loan, and using Cash Earnings as of the end of the most recent Fiscal Quarter). Except The aggregate amount of all Loans requested of all Lenders in any Request for Loans deemed made pursuant Loan must be greater than or equal to Section 2.18(e)(i) and (ii), Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 and not less than $1,000,000 or (ii) must equal to the remaining available balance unadvanced portion of the applicable Commitments. (b) Subject to Sections 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Revolving Loans or Eurodollar Revolving Loans as Borrower may request pursuant to Section 2.03Maximum Loan Amount. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the The obligation of Borrower to repay to each Lender the aggregate amount of all Loans made by such Loan Lender, together with interest accruing in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided that Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five (5) Eurodollar Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same dateconnection therewith, shall be considered separate Borrowings. evidenced by a single promissory note (cherein called such Lender's "Note") Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as Administrative Agent may designate not later than 1:00 p.m., New York City time, and Administrative Agent shall promptly credit the amounts so received to an account as directed by Borrower in the applicable Borrowing Request maintained with Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received payable to the respective Lenders. (d) Unless Administrative Agent shall have received notice from a Lender prior to the date (in the case of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s portion of such Borrowing, Administrative Agent may assume that such Lender has made such portion available to Administrative Agent at the time of such Borrowing in accordance with paragraph (c) above, and Administrative Agent may, in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to Administrative Agent, each order of such Lender and Borrower severally agrees to repay to Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is repaid to Administrative Agent at (i) in the case form of Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case Exhibit A with appropriate insertions. The amount of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease.principal owing

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(i) and (ii), The Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 1,000,000 and not less than $1,000,000 or (ii) equal to the remaining available balance of the applicable Commitments5,000,000. (b) Subject to Sections 2.11 2.08 and 2.122.15, each Borrowing shall be comprised entirely of ABR Revolving Loans or Eurodollar Revolving Loans as the Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided provided, however, that the Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five (5) seven Eurodollar Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii), each Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 1:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed designated by the Borrower in the applicable Borrowing Request maintained with Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date (in the case of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with paragraph (c) above, above and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until to but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationto represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(i) and (ii), The Loans comprising any Borrowing shall be in an aggregate principal amount that which is (i) an integral multiple of $500,000 1,000,000 and not less than $1,000,000 or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.11 2.08 and 2.122.14, each Borrowing shall be comprised entirely of ABR Revolving Loans or Eurodollar Revolving Loans as the Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; , provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this AgreementAgreement and such Lender shall not be entitled to any amounts payable under Section 2.13 or Section 2.19 in respect of increased costs arising as a result of such exercise. Borrowings of more than one Type may be outstanding at the same time; provided provided, however, that the Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five (5) 5 Eurodollar Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii), each Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate in federal funds not later than 1:00 p.m.11:00 a.m., New York City time, and the Administrative Agent shall promptly by 12:00 (noon), New York City time, credit the amounts so received to an account as directed designated by the Borrower in the applicable Borrowing Request maintained with Administrative Agent orRequest; provided, however, that (i) if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, then the Administrative Agent shall return the amounts so received to the respective LendersLenders and (ii) all or any portion of the proceeds of Loans made hereunder on the Closing Date or on the Merger Date that constitutes an Excess Amount will be deposited in the Collateral Account. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date (in the case of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s 's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with paragraph (c) above, above and Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationto represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s 's Loan as part of such Borrowing for purposes of this Agreement. (e) Notwithstanding any other provision of this Agreement, and Borrower’s obligation the Borrower shall not be entitled to repay Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall ceaserequest any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the applicable Lenders ratably in accordance with their applicable Term Loan Commitments or Revolving Credit Commitments, as applicable; provided provided, however, that the failure of any Lender to make its any Loan required to be made by it shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except As provided in Section 2.03, each request for Loans deemed made pursuant to Section 2.18(e)(i) and (ii), Loans comprising any a Borrowing shall state the amount requested in Dollars, even if the Loans requested are to be in an aggregate principal Sterling Loans. To the extent any Term Loans are made as Sterling Loans, such Loans shall continue to be Sterling Loans for as long as they are outstanding under this Agreement and the amount that is (i) an integral multiple of $500,000 and not less than $1,000,000 or (ii) equal to the remaining available balance Term Loan Commitments shall be reduced by the Dollar Equivalent of the applicable Commitmentsrequested Term Borrowing. (b) Subject to Sections 2.11 2.08 and 2.122.15, (i) each Dollar Borrowing shall be comprised entirely of ABR Revolving Eurocurrency Loans or Eurodollar Revolving Base Rate Loans as the Borrower may request pursuant to Section 2.032.03 and (ii) each Sterling Borrowing shall be comprised entirely of Eurocurrency Loans. Each Lender may at its option make any Eurodollar Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not not (i) affect the obligation of the Borrower to repay such Loan or (ii) increase the costs of the Borrower that would otherwise be payable under Section 2.14 or 2.20 with respect thereto, in each case in accordance with the terms of this Agreement. Borrowings of more than one Type and Class may be outstanding at the same time; provided provided, however, that the Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five (5) Eurodollar 15 Eurocurrency Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings in different currencies or having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) At the commencement of each Interest Period for any Borrowing, such Borrowing shall be in an aggregate amount which is at least $5,000,000 (or the Sterling Equivalent thereof) and (except in the case of an Acquisition Borrowing) an integral multiple of $1,000,000 (or the Sterling Equivalent thereof); provided that a Revolving Borrowing may be in an aggregate amount that is equal to the entire unused balance of the Total Revolving Credit Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.22(e). (d) Except with respect to Loans made or deemed made pursuant to Section 2.18(e)(ii2.02(g), each Lender shall make each Dollar Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as Administrative the Paying Agent may designate not later than 1:00 p.m.11:00 a.m., New York City time, and Administrative the Paying Agent shall promptly by 12:00 (noon), New York City time, credit the amounts so received (i) with respect to any Acquisition Borrowing, to the Offer Account and (ii) with respect to any other Borrowing, to an account as directed in the name of the Borrower, maintained with the Paying Agent and designated by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. Each Lender shall make each Sterling Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in London as the Paying Agent may designate for such purposes not later than 11:00 a.m., London time, and the Paying Agent shall by 12:00 (noon), London time, credit the amounts so received (i) with respect to any Acquisition Borrowing, to the Offer Account and (ii) with respect to any other Borrowing, to an account in the name of the Borrower, maintained with Administrative the Paying Agent in London and designated by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (de) Unless Administrative the Paying Agent shall have received notice from a Lender prior to the date (in the case of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to Administrative the Paying Agent such Lender’s 's portion of such Borrowing, Administrative the Paying Agent may assume that such Lender has made such portion available to Administrative the Paying Agent at on the time date of such Borrowing in accordance with paragraph (cd) above, above and Administrative the Paying Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If Administrative the Paying Agent shall have so made funds available, available then, to the extent that such Lender shall not have made such portion available to Administrative the Paying Agent, each of such Lender and the Borrower severally agrees agree to repay to Administrative the Paying Agent forthwith on demand such corresponding amount together with interest thereon, for each day from and including the date such amount is made available to the Borrower until to but excluding the date such amount is repaid to Administrative the Paying Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by Administrative the Paying Agent to represent its cost of overnight or short-term funds in accordance with banking industry rules on interbank compensationthe applicable currency (which determination shall be conclusive absent manifest error). If such Lender shall repay to Administrative the Paying Agent such corresponding amount, such amount shall constitute such Lender’s 's Loan as part of such Borrowing for purposes of this Agreement. (f) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request any Interest Period with respect to a Eurocurrency Borrowing that would end after the Revolving Credit Maturity Date or the Term Loan Maturity Date, as the case may be. In addition, until the Syndication Date, the Borrower shall not be entitled to request any Interest Period in respect of a Eurocurrency Borrowing in excess of one month. (g) If the Issuing Bank shall not have received from the Borrower the payment required to be made by Section 2.22(e) within the time specified in such Section, the Issuing Bank will promptly notify the Paying Agent of the L/C Disbursement and the Paying Agent will promptly notify each Revolving Credit Lender of such L/C Disbursement and its Pro Rata Percentage thereof. In the case of Letters of Credit denominated in Dollars, each Revolving Credit Lender shall pay by wire transfer of immediately available funds to the Paying Agent not later than 2:00 p.m., New York City time, on such date (or, if such Revolving Credit Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 10:00 a.m., New York City time, on the immediately following Business Day), an amount in Dollars equal to such Lender's Pro Rata Percentage of such L/C Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Revolving Loan of such Lender and such payment shall be deemed to have reduced the L/C Exposure), and Borrower’s obligation the Paying Agent will promptly pay to repay Administrative the Issuing Bank amounts so received by it from the Revolving Credit Lenders. In the case of Letters of Credit denominated in Sterling, each Revolving Credit Lender shall pay by wire transfer of immediately available funds to the Paying Agent not later than 2:00 p.m., London time, on such corresponding date (or, if such Revolving Credit Lender shall have received such notice later than 12:00 (noon), London time, on any day, not later than 10:00 a.m., London time, on the immediately following Business Day), an amount in Sterling equal to such Lender's Pro Rata Percentage of such L/C Disbursement (it being understood that such amount shall be deemed to constitute a Sterling Revolving Loan of such Lender and such payment shall be deemed to have reduced the L/C Exposure), and the Paying Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Credit Lenders. The Paying Agent will promptly pay to the Issuing Bank any amounts received by it from the Borrower pursuant to Section 2.22(e) prior to the time that any Revolving Credit Lender makes any payment pursuant to this paragraph (g); any such amounts received by the Paying Agent thereafter will be promptly remitted by the Paying Agent to the Revolving Credit Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Credit Lender shall not have made its Pro Rata Percentage of such L/C Disbursement available to the Paying Agent as provided above, such Lender and the Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph to but excluding the date such amount is paid, to the Paying Agent for the account of the Issuing Bank at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans of such type pursuant to Section 2.02(d2.06(a), and (ii) shall ceasein the case of such Lender, for the first such day, a rate determined by the Paying Agent to represent its cost of overnight funds in the applicable currency, and for each day thereafter, the Base Rate.

Loans. (a) Each Loan (other than Swingline Loans) has been or shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(i) and (ii), Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 and not less than $1,000,000 or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.11 2.08 and 2.122.15, each Borrowing shall be comprised entirely of ABR Revolving Loans or Eurodollar Revolving Loans as the Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided provided, however, that the Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five (5) six Eurodollar Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii), each Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 1:00 p.m., New York City time, on such date, and the Administrative Agent shall promptly credit the amounts so received to an account as directed designated by the Borrower in the applicable Borrowing Request maintained with Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date (in the case of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with paragraph (c) above, above and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, (A) for the greater of first two days following the Federal Funds Effective Rate and date such amount is made available to the Borrower, a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationto represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error) and (B) thereafter, at the Alternate Base Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease.

Loans. (a) Each Standby Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Standby Loans denominated in the same currency made by the Lenders ratably in accordance with their applicable Available Commitments; provided provided, however, that the failure of any Lender to make its any Standby Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understoodunder stood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except Each Alternate Currency Loan shall be made as part of a Borrowing consisting of Alternate Currency Loans denominated in the same Alternate Currency and made by the applicable Alternate Currency Lenders ratably in accordance with the applicable Alternate Currency Lender Maximum Borrowing Amounts; provided, however, that the failure of any Alternate Currency Lender to make any Alternate Currency Loan shall not in itself relieve any other Alternate Currency Lender of its obligation to lend hereunder (it being understood, however, that no Alternate Currency Lender shall be responsible for Loans deemed the failure of any other Alternate Currency Lender to make any Alternate Currency Loan required to be made pursuant to by such other Alternate Currency Lender). Each Competitive Loan shall be made in accordance with the procedures set forth in Section 2.18(e)(i) and (ii), 2.03. The Loans comprising any Borrowing shall be (i) in the case of Competitive Loans, in an aggregate principal amount that is (i) an integral multiple of $500,000 1,000,000 and not less than $1,000,000 or 5,000,000, (ii) in the case of Standby Dollar Loans, in an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000 (or an aggregate principal amount equal to the remaining available balance of the Available Commitments), (iii) in the case of Standby Committed Currency Loans, in an aggregate principal amount the Dollar Equivalent of which is not less than $5,000,000 and (iv) in the case of Alternate Currency Loans, in an aggregate principal amount that complies with the requirements set forth in the applicable CommitmentsAlternate Currency Addendum. All Competitive Loans shall be made in Dollars. (b) Subject to Sections 2.11 and 2.12, each Each Competitive Borrowing shall be comprised entirely of ABR Revolving Eurocurrency Competitive Loans or Eurodollar Revolving Fixed Rate Loans, each Standby Dollar Borrowing shall be comprised entirely of Eurocurrency Standby Loans or ABR Loans, and each Standby Committed Currency Borrowing shall be comprised entirely of Eurocurrency Standby Loans, as the applicable Borrower may request pursuant to Section 2.032.03 or 2.04, as applicable. Each Lender may at its option make any Eurodollar Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided provided, however, that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided provided, however, that no Borrower shall not be entitled to request any Borrowing thatwhich, if made, would result in an aggregate of more than five (5) Eurodollar Borrowings 15 separate Eurocurrency Standby Loans of any Lender being outstanding hereunder at any one time. For purposes of the foregoing, Borrowings Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate BorrowingsLoans. (c) Except with respect to Loans deemed made pursuant Subject to Section 2.18(e)(ii)2.06 and to (i) in the case of any Standby Committed Currency Loan, any applicable alternative procedures set forth in Schedule II or (ii) in the case of any Alternate Currency Loan, any alternative procedures set forth in the applicable Alternate Currency Addendum, each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account the Administrative Agent in New York, New York, not later than 12:00 noon, New York City as time, and the Administrative Agent may designate not later than 1:00 shall by 2:00 p.m., New York City time, and Administrative Agent shall promptly credit the amounts so received to an the account as directed or accounts specified from time to time in one or more notices delivered by Borrower in the applicable Borrowing Request maintained with Company to the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless Administrative Agent . Competitive Loans shall have received notice from a be made by the Lender prior or Lenders whose Competitive Bids therefor are accepted pursuant to the date (Section 2.03 in the case of any Eurodollar Revolving Borrowing), amounts so accepted. Standby Loans and at least two (2) hours prior to Alternate Currency Loans shall be made by the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s portion of such Borrowing, Administrative Agent may assume that such Lender has made such portion available to Administrative Agent at the time of such Borrowing Lenders pro rata in accordance with paragraph (c) above, and Administrative Agent may, in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to Administrative Agent, each of such Lender and Borrower severally agrees to repay to Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is repaid to Administrative Agent at (i) in the case of Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease2.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably The Lender agrees, in accordance with their applicable Commitments; provided that the failure terms and conditions of any Lender this Agreement, to make its Loan shall not one or more loans to the Borrowers in itself relieve any other Lender of its obligation Canadian Dollars or U.S. Dollars during the period from and including the Closing Date to lend hereunder (it being understoodand including the Commitment Termination Date, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(i) and (ii), Loans comprising any Borrowing shall be in an aggregate principal amount up to but not exceeding the lesser of (x) the Commitment and (y) the most recently determined Borrowing Base; PROVIDED that is in no event shall the aggregate Principal Amount of all Loans (iincluding all Swingline Loans), together with the aggregate amount of all Letter of Credit Liabilities (with the amounts of any Loans or Letter of Credit Liabilities outstanding in U.S. Dollars expressed as an Equivalent Amount in Canadian Dollars), exceed the lesser of (x) an integral multiple of $500,000 and not less than $1,000,000 or (ii) equal to the remaining available balance amount of the applicable CommitmentsCommitment as in effect from time to time and (y) the most recently determined Borrowing Base. (b) Subject The Borrowers may not borrow Loans (including Swingline Loans) under this Agreement at any time while a Borrowing Base Deficiency exists and the Interest Period for any Loan that is Converted to Sections 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Revolving Loans or Eurodollar Revolving Loans Continued as Borrower may request pursuant to Section 2.03. Each Lender may at its option make any a Eurodollar Loan by causing or BA Loan at any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option time while a Borrowing Base Deficiency exists shall not affect end after the obligation of Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided that Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five (5) Eurodollar Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate BorrowingsDeficiency Cure Period. (c) Except with respect Subject to the terms and conditions of this Agreement, during the period from and including the Closing Date to but not including the Commitment Termination Date, the Borrowers may borrow, repay and reborrow the Loans deemed made pursuant by means of Canadian Prime Loans, BA Loans, U.S. Base Rate Loans and Eurodollar Loans and may, subject to Section 2.18(e)(ii)4.03 hereof, each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as Administrative Agent may designate not later than 1:00 p.m., New York City time, and Administrative Agent shall promptly credit the amounts so received to an account as directed by Borrower in the applicable Borrowing Request maintained with Administrative Agent or, if Convert all or a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless Administrative Agent shall have received notice from a Lender prior to the date (in the case portion of any Eurodollar Revolving Borrowing), and at least two Loan of one Type into Loans of another Type (2as provided in Section 2.10 hereof) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s or Continue all or a portion of such Borrowing, Administrative Agent may assume a Loan of one Type as Loans of the same Type (as provided in Section 2.10 hereof); PROVIDED that such Lender has made such portion available to Administrative Agent at the time of such Borrowing in accordance with paragraph (c) above, and Administrative Agent may, in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to Administrative Agent, each of such Lender and Borrower severally agrees to repay to Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is repaid to Administrative Agent at (i) no more than 3 separate Interest Periods in the case respect of Borrower, the interest rate applicable Eurodollar Loans may be outstanding at the any one time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by Administrative Agent in accordance no more than 6 separate Interest Periods with banking industry rules on interbank compensation. If such Lender shall repay respect to Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall ceaseBA Loans may be outstanding at any one time.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(i) and (ii), The Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 (except, with respect to any Incremental Borrowing, to the extent otherwise provided in the related Incremental Loan Assumption Agreement) or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.11 2.08 and 2.122.15, each Borrowing shall be comprised entirely of ABR Revolving Loans or Eurodollar Revolving Loans as the Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided provided, however, that the Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five (5) eight Eurodollar Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii), each Each Lender shall make each Loan or Incremental Loan to be made by it hereunder on the Restatement Date or the proposed date thereof of Borrowing thereof, as applicable, by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 1:00 p.m.9:00 a.m., New York City time, and the Administrative Agent shall promptly credit wire transfer the amounts so received to an account as directed by in accordance with instructions received from the Borrower in the applicable Borrowing Request maintained with Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date (in the case of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with paragraph (cSection 2.02(c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until to but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationto represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable respective Commitments; provided provided, however, that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(i) and (ii), The Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 5,000,000 and not less than $1,000,000 25,000,000 (or (ii) an aggregate principal amount equal to the remaining available balance of the applicable CommitmentsTotal Commitment). (b) Subject to Sections 2.11 and 2.12, each Each Borrowing shall be comprised entirely of ABR Revolving Eurodollar Loans or Eurodollar Revolving Loans ABR Loans, as the applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of any Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided that Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five (5) Eurodollar Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect Subject to Loans deemed made pursuant to Section 2.18(e)(ii)paragraph (d) below, each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account the Agent in New York, New York, not later than noon, New York City as Administrative time, and the Agent may designate not later than 1:00 shall by 2:00 p.m., New York City time, and Administrative Agent shall promptly credit the amounts so received to an the account as directed or accounts specified from time to time in one or more notices delivered by Borrower in the applicable Borrowing Request maintained with Administrative Borrower to the Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) . Loans shall be made by the Lenders pro rata in accordance with Section 2.13. Unless Administrative the Agent shall have received notice from a Lender prior to the date (in the case of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to Administrative the Agent such Lender’s 's portion of such Borrowing, Administrative the Agent may assume that such Lender has made such portion available to Administrative the Agent at on the time date of such Borrowing in accordance with this paragraph (c) above, and Administrative the Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If Administrative Agent shall have so made funds available, then, and to the extent that such Lender shall not have made such portion available to Administrative the Agent, each of such Lender and the applicable Borrower (without waiving any claim against such Lender for such Lender's failure to make such portion available) severally agrees agree to repay to Administrative the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to Administrative Agent the Agent, at (i) in the case of such Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensationRate. If such Lender shall repay to Administrative the Agent such corresponding amount, such amount shall constitute such Lender’s 's Loan as part of such Borrowing for purposes of this Agreement. (d) A Borrower may refinance all or any part of any Borrowing with a Borrowing of the same or a different Type, subject to the conditions and limitations set forth in this Agreement. Any Borrowing or part thereof so refinanced shall be deemed to be repaid or prepaid in accordance with Section 2.05 or 2.10, as applicable, with the proceeds of a new Borrowing, and Borrower’s obligation the proceeds of the new Borrowing, to repay Administrative the extent they do not exceed the principal amount of the Borrowing being refinanced, shall not be paid by the Lenders to the Agent or by the Agent to such corresponding amount Borrower pursuant to this Section 2.02(dparagraph (c) shall ceaseabove.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided provided, that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(iparagraph (f) and (ii)below, the Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 1,000,000 and not less than $1,000,000 or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.11 2.08 and 2.122.15, each Borrowing shall be comprised entirely of ABR Revolving Loans or Eurodollar Revolving Loans as the Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided provided, however, that the Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five (5) twelve Eurodollar Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii)paragraph (f) below, each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 1:00 p.m.12:00 (noon), New York City time, and the Administrative Agent shall promptly credit transfer the amounts so received to an account as directed in the name of the Borrower designated by the Borrower in the applicable Borrowing Request maintained with Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date (in the case of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s 's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with paragraph (c) above, above and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, thereon for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationto represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If Without limiting the rights of the Borrower against such Lender, if such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s 's Loan as part of such Borrowing for purposes of this Agreement, Agreement and Borrower’s obligation to repay Administrative Agent such corresponding amount any amounts theretofore repaid by the Borrower pursuant to this paragraph shall be promptly returned to the Borrower. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Credit Maturity Date. (f) If the Issuing Bank shall not have received from the Borrower the payment required to be made by Section 2.02(d2.22(e) in respect of any L/C Disbursement within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the amount of such L/C Disbursement and the Administrative Agent will promptly notify each Revolving Credit Lender of such amount and its Pro Rata Percentage thereof. Each Revolving Credit Lender shall ceasepay by wire transfer of immediately available funds to the Administrative Agent not later than 2:00 p.m., New York City time, on such date (or, if such Revolving Credit Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender's Pro Rata Percentage of such L/C Disbursement (it being understood that such amount shall be deemed to constitute an ABR Revolving Loan of such Lender and such payment shall be deemed to have reduced the L/C Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Credit Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Borrower pursuant to Section 2.22(e) prior to the time that any Revolving Credit Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Credit Lender shall not have made its Pro Rata Percentage of such L/C Disbursement available to the Administrative Agent as provided above, such Lender and the Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable to ABR Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate.

Loans. (ai) Each Loan (other than Swingline Loans) shall Manager may from time to time negotiate and make Loans for and on behalf of Lender on such terms as Manager determines are commercially reasonable and are set forth herein and in the Securities Borrowing Agreement. All Loans will be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided that the failure Investment Company Act of any 1940, as amended, and the regulations thereunder. Loans shall be subject to oversight by Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no or Lender's investment manager. Lender shall be responsible for bound by the failure terms of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(i) and (ii), Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 and not less than $1,000,000 or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Revolving Loans or Eurodollar Revolving Loans as Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of Borrower to repay such Loan as if the same were negotiated and made with the Approved Borrower party thereto directly by Lender on its own behalf. Loans shall generally be terminable on demand in accordance with the terms of the Securities Borrowing Agreement. With the prior consent of Lender, however, Loans may be made on the basis of a reasonably anticipated termination date ("Term Loan"). Manager may terminate any Loan with an Approved Borrower in its reasonable discretion upon obtaining consent from Lender. Notwithstanding the foregoing, Manager shall terminate any such Loan other than a Term Loan, without obtaining consent from Lender, as soon as practicable: (A) after receipt by Manager of a notice of termination of such Loan from such Approved Borrower; (B) after receipt by Manager of Written Instructions to do so; (C) after receipt by Manager of Written Instructions requesting the deletion of such Approved Borrower from the list of Approved Borrowers; and (D) upon the termination of this Agreement. Borrowings Manager shall equitably allocate securities loans (including Loans) made by it as agent among all lenders for which it acts as agent, and the making of more a loan for a lender other than one Type may be outstanding at the same time; provided that Borrower Lender shall not be entitled give rise to request any Borrowing that, if made, would result in more than five (5) Eurodollar Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence obligation on the same date, shall be considered separate Borrowingspart of Manager to allocate any portion of such loan to Lender or to make any Loan on behalf of Lender. (cii) Except Lender acknowledges and agrees that Lender shall have no voting rights and may not participate in any dividend reinvestment plans with respect to Loans deemed made pursuant to Section 2.18(e)(ii), each Loaned Securities. It is further acknowledged and agreed that (x) Lender shall be responsible for notifying Manager of any return of Loaned Securities required to enable Lender to exercise any voting rights, participate in any rights offering, warrant or option transaction, or take any other similar action in respect of such Loaned Securities, (y) Manager shall have no obligation to determine when and whether the return of Loaned Securities is required for such purposes and, absent such notice from Lender given on a timely basis, Manager shall have no obligation to make each Loan Loaned Securities available to Lender for any such purposes, and (z) upon receipt of such timely notice from Lender, Manager shall use its best efforts to cause the return of Loaned Securities to Lender. Manager shall cause to be made by it hereunder credited to Lender the amount of all cash dividends and other cash distributions received from the applicable Approved Borrower on Loaned Securities that are out on Loan on the proposed record date thereof by wire transfer therefor that Lender would have received had the same not been then out on Loan; Manager shall have no obligation to credit such amounts to Lender unless and until Manager receives such cash dividends or cash distributions, but Manager shall use its best efforts to collect payment of immediately available funds to such account in New York City as Administrative Agent may designate not later than 1:00 p.m., New York City time, and Administrative Agent shall promptly credit the amounts so received to an account as directed by Borrower in the applicable Borrowing Request maintained with Administrative Agent oramounts. All non-cash dividends or distributions, if a Borrowing any, on Loaned Securities shall not occur on be deemed to be Loaned Securities. Manager shall maintain records of all dividends and distributions paid to Lender and make such date because any condition precedent herein specified shall not have been met, return the amounts so received records available to the respective LendersLender upon request. (diii) Unless Administrative Agent shall have received notice from a Manager and Lender prior to agree that the date (in the case Market Value of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case Loaned Securities of any ABR Borrowing), of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s portion of such Borrowing, Administrative Agent may assume that such Lender has made such portion available to Administrative Agent at the time of such Borrowing in accordance with paragraph (c) above, and Administrative Agent may, in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to Administrative Agent, each of such Lender and Borrower severally agrees to repay to Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is repaid to Administrative Agent at exceed either (i) in 50% of the case sum of Borrower, the interest rate applicable at market value of all securities of Lender and the time to the Loans comprising such Borrowing and Market Value of Loan Collateral of Lender or (ii) in 33.33% of the case market value of all securities of Lender; provided, however, that if on any day the Market Value of Loaned Securities of Lender exceeds the maximum percentage, Manager shall reduce the Loaned Securities of Lender by the amount of such Lenderexcess no later than the close of business on the following business day. Lender shall notify Manager in writing of any applicable restrictions or limitations regarding any Loanable Securities including, without limitation, the greater of the Federal Funds Effective Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease.of

Loans. (a) Each Standby Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Standby Loans made by the Lenders ratably in accordance with their applicable respective Available Commitments; provided provided, however, that the failure of any Lender to make its any Standby Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except Each Local Currency Loan shall be made as part of a Borrowing consisting of Local Currency Loans made by the Local Currency Lenders ratably in accordance with the applicable Local Currency Lender Maximum Borrowing Amounts; provided, however, that the failure of any Local Currency Lender to make any Local Currency Loan shall not in itself relieve any other Local Currency Lender of its obligation to lend hereunder (it being understood, however, that no Local Currency Lender shall be responsible for Loans deemed the failure of any other Local Currency Lender to make any Local Currency Loan required to be made pursuant to by such other Local Currency Lender). Each Competitive Loan shall be made in accordance with the procedures set forth in Section 2.18(e)(i) and (ii), 2.03. The Loans comprising any Borrowing shall be (i) in the case of Competitive Loans, in an aggregate principal amount that which is (i) an integral multiple of $500,000 1,000,000 and not less than $1,000,000 or 5,000,000; (ii) in the case of Standby Loans, in an aggregate principal amount which is an integral multiple of $5,000,000 and not less than $20,000,000 (or an aggregate principal amount equal to the remaining available balance of the Available Commitments); and (iii) in the case of Local Currency Loans, in an aggregate principal amount which complies with the requirements set forth in the applicable CommitmentsLocal Currency Addendum. All Standby Loans and Competitive Loans made pursuant to this Article II shall be denominated in Dollars. (b) Subject to Sections 2.11 and 2.12, each Each Competitive Borrowing shall be comprised entirely of ABR Revolving Eurocurrency Competitive Loans or Eurodollar Revolving Fixed Rate Loans, and each Standby Borrowing shall be comprised entirely of Eurocurrency Standby Loans or ABR Loans, as the Borrower may request pursuant to Section 2.032.03 or 2.04, as applicable. Each Lender may at its option make any Eurodollar Eurocurrency Loan by causing any domestic or foreign branch branch, agency or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided that Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five (5) Eurodollar Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate BorrowingsLoans. (c) Except with respect to Loans deemed made pursuant Subject to Section 2.18(e)(ii)2.05 and, in the case of any Local Currency Loan, to any alternative procedures set forth in the applicable Local Currency Addendum, each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account the Administrative Agent in New York, New York, not later than 12:00 noon, New York City as time, and the Administrative Agent may designate not later than 1:00 shall by 2:00 p.m., New York City time, and Administrative Agent shall promptly credit the amounts so received to an the account as directed or accounts specified from time to time in one or more notices delivered by Borrower in the applicable Borrowing Request maintained with Company to the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) . Competitive Loans shall be made by the Lender or Lenders whose Competitive Bids therefor are accepted pursuant to Section 2.03 in the amounts so accepted. Standby Loans and Local Currency Loans shall be made by the Lenders and the Local Currency Lenders, as applicable, pro rata in accordance with Section 2.16. Unless the Administrative Agent shall have received notice from a Lender prior to the date (or, in the case of any Eurodollar Revolving Borrowing)ABR Borrowings, and at least two (2on the date) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s 's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with this paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amountamount in the required currency. If Administrative Agent shall have so made funds available, then, and to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereonthereon in such currency, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease.and

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided PROVIDED, HOWEVER, that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(i) and (ii), The Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 and not less than $1,000,000 or (ii) equal to the remaining available balance of the applicable Commitments1,000,000. (b) Subject to Sections 2.11 2.07 and 2.122.14, each Borrowing shall be comprised entirely of ABR Revolving Loans or Eurodollar Revolving Loans as the Borrower may request pursuant to Section 2.032.09. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided PROVIDED that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided PROVIDED, HOWEVER, that the Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five (5) seven Eurodollar Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii), each Each Lender shall make each the Loan to be made by it hereunder on the proposed date thereof Effective Date by wire transfer of immediately available funds to such account in New York City as Administrative the Agent may designate not later than 1:00 p.m., New York City time, and Administrative the Agent shall promptly credit the amounts so received to an the account as directed designated by the Borrower in the applicable Borrowing Request maintained with Administrative Agent pursuant to Section 2.01 or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless Administrative the Agent shall have received notice from a Lender prior to the date (in the case of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing Effective Date that such Lender will not make available to Administrative the Agent such the Lender’s 's portion of such the Borrowing, Administrative the Agent may assume that such Lender has made such portion available to Administrative the Agent at on the time date of such Borrowing in accordance with paragraph (c) above, above and Administrative the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If Administrative the Agent shall have so made funds available, available then, to the extent that such Lender shall not have made such portion available to Administrative the Agent, each of such Lender and the Borrower severally agrees agree to repay to Administrative the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until to but excluding the date such amount is repaid to Administrative the Agent at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by Administrative the Agent in accordance with banking industry rules on interbank compensationto represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to Administrative the Agent such corresponding amount, such amount shall constitute such Lender’s 's Loan as part of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay Administrative Agent such corresponding amount pursuant to . (e) Nothing in this Section 2.02(d) shall ceasebe deemed to relieve any Lender of its obligations in respect of its Commitment hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of a default by such Lender under this Agreement.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(i) and (ii), The Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 or (ii) equal to the remaining available balance of the applicable CommitmentsCommitment, provided that the Loans from any Lender to EIH shall at all times be provided by a Lender that is a Non-Public Lender. (b) Subject to Sections 2.11 2.08, 2.10 and 2.122.15, each Borrowing shall be comprised entirely of ABR Revolving Loans or Eurodollar Revolving Loans as Borrower the Borrowers may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of Borrower the Borrowers to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided provided, however, that Borrower the Borrowers shall not be entitled to request any Borrowing that, if made, would result in more than five (5) Eurodollar Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii), each Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 1:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed designated by Borrower the Borrowers in the applicable Borrowing Request maintained with Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless Administrative Agent shall have received notice from a Lender prior Notwithstanding anything to the date contrary contained herein (in the case of and without affecting any Eurodollar Revolving Borrowingother provisions hereof), and at least two the funded portion of each Loan to be made on the Closing Date (2) hours prior i.e., the amount advanced to the time (in Borrowers on the case Closing Date) shall be equal to 98.0% of any ABR Borrowing), of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s portion the principal amount of such Borrowing, Administrative Agent may assume Loan (it being agreed that the full principal amount of each such Lender has made such portion available to Administrative Agent at Loan shall be the time “initial” principal amount of such Borrowing in accordance with paragraph (c) above, Loan and Administrative Agent may, in reliance upon such assumption, make available to Borrower deemed outstanding on such date a corresponding amount. If Administrative Agent the Closing Date and the Borrowers shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to Administrative Agent, each of such Lender and Borrower severally agrees be obligated to repay to Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is repaid to Administrative Agent at (i) in the case of Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater 100% of the Federal Funds Effective Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation. If principal amount of each such Lender shall repay to Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall ceaseprovided hereunder).

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(i) and (ii), The Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 (except, with respect to any Incremental Borrowing, to the extent otherwise provided in the related Incremental Loan Assumption Agreement) or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.11 2.08 and 2.122.15, each Borrowing shall be comprised entirely of ABR Revolving Loans or Eurodollar Revolving Loans as the Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided provided, however, that the Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five (5) eight Eurodollar Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii), each Each Lender shall make each Loan or Incremental Loan to be made by it hereunder on the Second Restatement Date or the proposed date thereof of Borrowing thereof, as applicable, by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 1:00 p.m.9:00 a.m., New York City time, and the Administrative Agent shall promptly credit wire transfer the amounts so received to an account as directed by in accordance with instructions received from the Borrower in the applicable Borrowing Request maintained with Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date (in the case of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with paragraph (cSection 2.02(c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until to but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationto represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided provided, that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(i) and (ii), Loans comprising any Any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Revolving Loans or Eurodollar Revolving Loans as Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided provided, that any exercise of such option shall not affect the obligation of the Lender to make such Loan or the Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at ; provided, that the same time; provided that Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five (5) Eurodollar 10 Borrowings in the aggregate outstanding hereunder at any one timetime (or such greater number of Borrowings as may be acceptable to the Administrative Agent in its sole discretion). For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii), each Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate from time to time not later than 1:00 p.m.10:00 a.m., New York City time, and the Administrative Agent shall promptly credit or remit the amounts so received to an account in the United States as directed by the Borrower in the applicable Borrowing Request maintained with Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been metmet or waived, promptly return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with paragraph clause (c) above, and the Administrative Agent maymay (but shall not be obligated to), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules or practices on interbank compensationcompensation and (ii) in the case of the Borrower, the interest rate applicable to such Borrowing. If such Lender shall subsequently repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall ceasecease and any amounts previously so repaid by the Borrower shall be returned to the Borrower. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to continue, any Borrowing if the Interest Period requested with respect thereto would end after the applicable Maturity Date.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable respective Commitments; provided provided, however, that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(i) and (ii), The Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 the Borrowing Multiple and not less than $1,000,000 the Borrowing Minimum or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Revolving Loans or Eurodollar Revolving Loans as Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided that The Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five (5) Eurodollar Borrowings outstanding ten separate Interest Periods being in effect hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii), each Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 1:00 4:00 p.m., New York City London time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed in the name of the Borrower, designated by the Borrower in the applicable Borrowing Request maintained with Administrative Agent Request, or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date (in the case of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with paragraph (c) above, above and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationto represent its cost of overnight or short-term funds for Pounds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(i) and (ii), ABR Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 1.0 million and not less than $1,000,000 or (ii) equal to the remaining available balance of the applicable Commitments5.0 million. (b) Subject to Sections 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Revolving Loans or Eurodollar Revolving Loans as Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided that Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five (5) ten Eurodollar Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii), each Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 1:00 p.m.11:00 a.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by Borrower in the applicable Borrowing Request maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date (in the case of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and Borrower severally agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (e) Notwithstanding any other provision of this Agreement, Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Second Lien Maturity Date.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(i) and (ii), The Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 (except, with respect to any Incremental Borrowing, to the extent otherwise provided in the related Incremental Loan Assumption Agreement) or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.11 2.08 and 2.122.15, each Borrowing shall be comprised entirely of ABR Revolving Loans or Eurodollar Revolving Loans as the Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided provided, however, that the Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five (5) eight Eurodollar Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii), each Each Lender shall make each Loan or Incremental Loan to be made by it hereunder on the Closing Date or the proposed date thereof of Borrowing thereof, as applicable, by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 1:00 p.m.9:00 a.m., New York City time, and the Administrative Agent shall promptly credit wire transfer the amounts so received to an account as directed by in accordance with instructions received from the Borrower in the applicable Borrowing Request maintained with Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date (in the case of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with paragraph (cSection 2.02(c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until to but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationto represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(i) and (ii), The Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.11 2.08 and 2.122.15, each Borrowing shall be comprised entirely of ABR Revolving Loans or Eurodollar Revolving SOFR Loans as the Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar SOFR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided that the Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five (5) Eurodollar SOFR Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii), each Each Lender shall make each Loan to be made by it hereunder on the proposed date Borrowing Date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 1:00 p.m.12:00 p.m. (noon), New York City time, and and, upon receipt of all requested funds, the Administrative Agent shall promptly credit wire the amounts so received to an account as directed designated by the Borrower in the applicable Borrowing Request maintained with Administrative Agent or, if upon written notification from the Required Lenders that a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless Administrative Agent shall have received notice from a Lender prior to the date (in the case of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s portion of such Borrowing, Administrative Agent may assume that such Lender has made such portion available to Administrative Agent at the time of such Borrowing in accordance with paragraph (c) above, and Administrative Agent may, in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to Administrative Agent, each of such Lender and Borrower severally agrees to repay to Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is repaid to Administrative Agent at (i) in the case of Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease.

Loans. (a) Each Standby Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Standby Loans made by the Lenders ratably in accordance with their applicable respective Available Commitments; provided provided, however, that the failure of any Lender to make its any Standby Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except Each Local Currency Loan shall be made as part of a Borrowing consisting of Local Currency Loans made by the Local Currency Lenders ratably in accordance with the applicable Local Currency Lender Maximum Borrowing Amounts, provided, however, that the failure of any Local Currency Lender to make any Local Currency Loan shall not in itself relieve any other Local Currency Lender of its obligation to lend hereunder (it being understood, however, that no Local Currency Lender shall be responsible for Loans deemed the failure of any other Local Currency Lender to make any Local Currency Loan required to be made pursuant to by such other Local Currency Lender). Each Competitive Loan shall be made in accordance with the procedures set forth in Section 2.18(e)(i) and (ii), 2.03. The Loans comprising any Borrowing shall be (i) in the case of Competitive Loans, in an aggregate principal amount that which is (i) an integral multiple of $500,000 1,000,000 and not less than $1,000,000 or 5,000,000, (ii) in the case of Standby Loans, in an aggregate principal amount which is an integral multiple of $5,000,000 and not less than $20,000,000 (or an aggregate principal amount equal to the remaining available balance of the Available Commitments) and (iii) in the case of Local Currency Loans, in an aggregate principal amount which complies with the requirements set forth in the applicable CommitmentsLocal Currency Addendum. All Standby Loans and Competitive Loans made pursuant to this Article II shall be denominated in Dollars. (b) Subject to Sections 2.11 and 2.12, each Each Competitive Borrowing shall be comprised entirely of ABR Revolving Eurocurrency Competitive Loans or Eurodollar Revolving Fixed Rate Loans, and each Standby Borrowing shall be comprised entirely of Eurocurrency Standby Loans or ABR Loans, as the Borrower may request pursuant to Section 2.032.03 or 2.04, as applicable. Each Lender may at its option make any Eurodollar Eurocurrency Loan by causing any domestic or foreign branch branch, agency or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided that Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five (5) Eurodollar Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate BorrowingsLoans. (c) Except with respect to Loans deemed made pursuant Subject to Section 2.18(e)(ii)2.05 and, in the case of any Local Currency Loan, to any alternative procedures set forth in the applicable Local Currency Addendum, each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account the Administrative Agent in New York, New York, not later than 12:00 noon, New York City as time, and the Administrative Agent may designate not later than 1:00 shall by 2:00 p.m., New York City time, and Administrative Agent shall promptly credit the amounts so received to an the account as directed or accounts specified from time to time in one or more notices delivered by Borrower in the applicable Borrowing Request maintained with Company to the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) . Competitive Loans shall be made by the Lender or Lenders whose Competitive Bids therefor are accepted pursuant to Section 2.03 in the amounts so accepted. Standby Loans and Local Currency Loans shall be made by the Lenders and the Local Currency Lenders, as applicable, pro rata in accordance with Section 2.16. Unless the Administrative Agent shall have received notice from a Lender prior to the date (or, in the case of any Eurodollar Revolving Borrowing)ABR Borrowings, and at least two (2on the date) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s 's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with this paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amountamount in the required currency. If Administrative Agent shall have so made funds available, then, and to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereonthereon in such currency, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationto represent its cost of overnight funds. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s 's Loan as part of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay Administrative Agent such corresponding amount pursuant to this Section 2.02(d. (d) Each Competitive Loan shall ceasebe a Eurocurrency Competitive Loan or a Fixed Rate Loan. Each Standby Loan shall be a Eurocurrency Standby Loan or an ABR Standby Loan. Each Local Currency Loan shall be a Eurocurrency Local Currency Loan or shall bear interest at a rate specified in the applicable Loan Currency Addendum.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Revolving Commitments; provided that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(i) and (ii2.18(e), Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 and not less than $1,000,000 or (ii) equal to the remaining available balance of the applicable Revolving Commitments. (b) Subject to Sections 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Revolving Loans or Eurodollar Revolving Loans as Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided that Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five (5) ten Eurodollar Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii2.18(e), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 1:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by Borrower in the applicable Borrowing Request maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date (in the case of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and Borrower severally agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement. (e) Notwithstanding any other provision of this Agreement, and Borrower’s obligation Borrower shall not be entitled to repay Administrative Agent such corresponding amount pursuant request, or to this Section 2.02(d) shall ceaseelect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(i) and (ii), The Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 (except, with respect to any Incremental Term Loan Borrowing, to the extent otherwise provided in the related Incremental Term Loan Assumption Agreement) or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.11 2.08 and 2.122.15, each Borrowing shall be comprised entirely of ABR Revolving Loans or Eurodollar Revolving Loans as the Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided provided, however, that the Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five (5) six Eurodollar Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii), each Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 1:00 p.m., New York City time, on such date, and the Administrative Agent shall promptly credit the amounts so received to an account as directed designated by the Borrower in the applicable Borrowing Request maintained with Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date (in the case of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with paragraph (c) above, above and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, (A) for the greater of first two days following the Federal Funds Effective Rate and date such amount is made available to the Borrower, a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationto represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error) and (B) thereafter, at the Alternate Base Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Term Loan Commitments; provided that the failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(i) and (ii), Base Rate Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 or (ii) equal to the remaining available balance of the applicable Term Loan Commitments. LIBOR Rate Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $1,000,000 and not less than $5,000,000 or (ii) equal to the remaining available balance of the applicable Term Loan Commitments. (b) Subject to Sections 2.11 and 2.12Article X, each Borrowing shall be comprised entirely of ABR Revolving Base Rate Loans or Eurodollar Revolving LIBOR Rate Loans as the Borrower may request pursuant to Section 2.031.5(f). Each Lender may at its option make any Eurodollar LIBOR Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided that Borrower shall not be entitled , subject to request any Borrowing that, if made, would result in more than five (5) Eurodollar Borrowings outstanding hereunder at any one timeSection 1.6(c). For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate BorrowingsLoans. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii), each Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as Administrative Agent may designate not later than 1:00 p.m.10:00 a.m., New York City time, and Administrative Agent shall promptly credit the amounts so received to an account as directed by Borrower in the applicable Notice of Borrowing Request delivered in accordance with Section 1.5(f) maintained with Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless Administrative Agent shall have received notice from a Lender prior to the date (in the case of any Eurodollar Revolving LIBOR Borrowing), and at least two (2) 2 hours prior to the time (in the case of any ABR Base Rate Borrowing), of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s portion of such BorrowingLoan, Administrative Agent may assume that such Lender has made such portion available to Administrative Agent at the time of such Borrowing Loan in accordance with paragraph (c) aboveSection 1.5(c), and Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to Administrative Agent, each of such Lender and the Borrower severally agrees to repay to Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and the Borrower’s obligation to repay Administrative Agent such corresponding amount pursuant to this Section 2.02(d1.5(d) shall cease. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date. (f) Borrowing of the Loans shall be made upon the Borrower’s irrevocable (subject to Section 10.5) written notice delivered to Administrative Agent substantially in the form of a Notice of Borrowing or in a writing in any other form acceptable to Administrative Agent, which notice must be received by Administrative Agent prior to 1:00 p.m. (New York time) (i) on the date which is one (1) Business Day prior to the requested Borrowing date in the case of Base Rate Loans and (ii) on the day which is three (3) Business Days prior to the requested Borrowing date in the case of LIBOR Rate Loans. Such Notice of Borrowing shall specify: (i) the aggregate amount of the Borrowing (which shall be in an aggregate minimum principal amount of $5,000,000); (ii) the requested Borrowing date, which shall be a Business Day; (iii) whether the Borrowing is to be comprised of LIBOR Rate Loans or Base Rate Loans; (iv) if the Borrowing is to be LIBOR Rate Loans, the Interest Period applicable to such Loans; and (v) the wire transfer instructions for the proceeds of such Borrowing. (g) Upon receipt of a Notice of Borrowing, Administrative Agent will promptly notify each Lender of such Notice of Borrowing and of the amount of such Lender’s Commitment Percentage of the Borrowing. (h) Unless Administrative Agent is otherwise directed in writing by the Borrower, the proceeds of each requested Borrowing will be made available to the Borrower by Administrative Agent by wire transfer of such amount to the Borrower pursuant to the wire transfer instructions specified in the Notice of Borrowing.

Loans. (a) Each Loan Subject to the terms and conditions set forth herein, each Lender agrees to make a single term loan denominated in Dollars to the Borrower (other than Swingline each such loan, a “Loan” and, collectively, the “Loans) ”), on the Effective Date in a principal amount equal to such Lender’s Commitment. The Borrower may make only one borrowing of Loans hereunder, which shall consist of Loans requested to be made as part of a Borrowing consisting of Loans made simultaneously by the Lenders ratably on the Effective Date in accordance with their applicable Commitments; respective Applicable Percentages, provided that the Initial Borrowing of Loans hereunder may consist of more than one Type. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. (b) The failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender). Except for Loans deemed made pursuant ’s failure to Section 2.18(e)(i) and (ii), Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 and not less than $1,000,000 or (ii) equal to the remaining available balance of the applicable Commitmentsmake its Loan as required. (bc) Subject to Sections 2.11 and 2.12Section 2.11, each Borrowing shall be comprised entirely of ABR Revolving Loans or Eurodollar Revolving Loans as the Borrower may request pursuant to Section 2.03in accordance herewith. Each Lender may at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. (d) At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $10,000,000. At the time that each ABR Borrowing is made, such ABR Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $10,000,000. Borrowings of more than one Type may be outstanding at the same time; provided that there shall not at any time be more than a total of ten Eurodollar Borrowings outstanding. ACTIVE 214387177 (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request elect to convert or continue any Borrowing that, if made, would result in more than five (5) Eurodollar Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except Period requested with respect to Loans deemed made pursuant to Section 2.18(e)(ii), each Lender shall make each Loan to be made by it hereunder on thereto would end after the proposed date thereof by wire transfer of immediately available funds to such account in New York City as Administrative Agent may designate not later than 1:00 p.m., New York City time, and Administrative Agent shall promptly credit the amounts so received to an account as directed by Borrower in the applicable Borrowing Request maintained with Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective LendersMaturity Date. (d) Unless Administrative Agent shall have received notice from a Lender prior to the date (in the case of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s portion of such Borrowing, Administrative Agent may assume that such Lender has made such portion available to Administrative Agent at the time of such Borrowing in accordance with paragraph (c) above, and Administrative Agent may, in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to Administrative Agent, each of such Lender and Borrower severally agrees to repay to Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is repaid to Administrative Agent at (i) in the case of Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease.

Loans. (ai) Each Loan (other than Swingline Loans) shall Manager may from time to time negotiate and make Loans for and on behalf of Lender on such terms as Manager determines are commercially reasonable and are set forth herein and in the Securities Borrowing Agreement. All Loans will be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided that the failure Investment Company Act of any 1940, as amended, and the regulations thereunder. Loans shall be subject to oversight by Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no or Lender's investment manager. Lender shall be responsible for bound by the failure terms of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(i) and (ii), Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 and not less than $1,000,000 or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Revolving Loans or Eurodollar Revolving Loans as Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of Borrower to repay such Loan as if the same were negotiated and made with the Approved Borrower party thereto directly by Lender on its own behalf. Loans shall generally be terminable on demand in accordance with the terms of the Securities Borrowing Agreement. With the prior consent of Lender, however, Loans may be made on the basis of a reasonably anticipated termination date ("Term Loan"). Manager may terminate any Loan with an Approved Borrower in its reasonable discretion upon obtaining consent from Lender. Notwithstanding the foregoing, Manager shall terminate any such Loan other than a Term Loan, without obtaining consent from Lender, as soon as practicable: (A) after receipt by Manager of a notice of termination of such Loan from such Approved Borrower; (B) after receipt by Manager of Written Instructions to do so; (C) after receipt by Manager of Written Instructions requesting the deletion of such Approved Borrower from the list of Approved Borrowers; and (D) upon the termination of this Agreement. Borrowings Manager shall equitably allocate securities loans (including Loans) made by it as agent among all lenders for which it acts as agent, and the making of more a loan for a lender other than one Type may be outstanding at the same time; provided that Borrower Lender shall not be entitled give rise to request any Borrowing that, if made, would result in more than five (5) Eurodollar Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence obligation on the same date, shall be considered separate Borrowingspart of Manager to allocate any portion of such loan to Lender or to make any Loan on behalf of Lender. (cii) Except Lender acknowledges and agrees that Lender shall have no voting rights and may not participate in any dividend reinvestment plans with respect to Loans deemed made pursuant to Section 2.18(e)(ii), each Loaned Securities. It is further acknowledged and agreed that (x) Lender shall be responsible for notifying Manager of any return of Loaned Securities required to enable Lender to exercise any voting rights, participate in any rights offering, warrant or option transaction, or take any other similar action in respect of such Loaned Securities, (y) Manager shall have no obligation to determine when and whether the return of Loaned Securities is required for such purposes and, absent such notice from Lender given on a timely basis, Manager shall have no obligation to make each Loan Loaned Securities available to Lender for any such purposes, and (z) upon receipt of such timely notice from Lender, Manager shall use its best efforts to cause the return of Loaned Securities to Lender. Manager shall cause to be made by it hereunder credited to Lender the amount of all cash dividends and other cash distributions received from the applicable Approved Borrower on Loaned Securities that are out on Loan on the proposed record date thereof by wire transfer therefor that Lender would have received had the same not been then out on Loan; Manager shall have no obligation to credit such amounts to Lender unless and until Manager receives such cash dividends or cash distributions, but Manager shall use its best efforts to collect payment of immediately available funds to such account in New York City as Administrative Agent may designate not later than 1:00 p.m., New York City time, and Administrative Agent shall promptly credit the amounts so received to an account as directed by Borrower in the applicable Borrowing Request maintained with Administrative Agent oramounts. All non-cash dividends or distributions, if a Borrowing any, on Loaned Securities shall not occur on be deemed to be Loaned Securities. Manager shall maintain records of all dividends and distributions paid to Lender and make such date because any condition precedent herein specified shall not have been met, return the amounts so received records available to the respective LendersLender upon request. (diii) Unless Administrative Agent shall have received notice from a Manager and Lender prior to agree that the date (in the case Market Value of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case Loaned Securities of any ABR Borrowing), of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s portion of such Borrowing, Administrative Agent may assume that such Lender has made such portion available to Administrative Agent at the time of such Borrowing in accordance with paragraph (c) above, and Administrative Agent may, in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to Administrative Agent, each of such Lender and Borrower severally agrees to repay to Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is repaid to Administrative Agent at exceed either (i) in 50% of the case sum of Borrower, the interest rate applicable at market value of all securities of Lender and the time to the Loans comprising such Borrowing and Market Value of Loan Collateral of Lender or (ii) in 33.33% of the case market value of all securities of Lender; provided, however, that if on any day the Market Value of Loaned Securities of Lender exceeds the maximum percentage, Manager shall reduce the Loaned Securities of Lender by the amount of such Lenderexcess no later than the close of business on the following business day. Lender shall notify Manager in writing of any applicable restrictions or limitations regarding any Loanable Securities including, without limitation, the greater amount of Loanable Securities that may be out on Loan at any time, the type of permissible collateral and restrictions or prohibitions, if any, as to the identity of, and credit exposure limits for, any Approved Borrower. (iv) It is understood and agreed that (A) the identity of Lender may be disclosed by Manager to an Approved Borrower under a Loan at any time on and after the making of the Federal Funds Effective Rate Loan, (B) all Loans will be transacted by Manager for Lender on a fully disclosed agency basis and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation. If such (C) Lender shall repay provide to Administrative Agent Manager Lender's financial statements and such corresponding amount, such amount shall constitute such Lender’s Loan other information as part of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall ceaseManager may request.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(i) and (ii2.02(f), the Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 and not less than $1,000,000 2,000,000 or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.11 2.08 and 2.122.14, each Borrowing shall be comprised entirely of ABR Revolving Loans or Eurodollar Revolving Loans as the Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided provided, however, that the Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five (5) Eurodollar Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii), each Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 1:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed designated by the Borrower in the applicable Borrowing Request maintained with Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date (in the case of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with paragraph (c) above, above and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and Borrower severally agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until to but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationto represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement. If such Lender’s share of such Borrowing is not made available to the Administrative Agent by such Lender within one Business Day of the date of such Borrowing, and Borrower’s the Administrative Agent shall also be entitled to recover from the Borrower such amount with interest at the rate per annum equal to the interest rate for the Loan comprising such Borrowing. Nothing in this paragraph (d) shall be deemed to relieve any Lender of its obligation to repay Administrative Agent fulfill its commitments hereunder or to prejudice any rights of the Borrower against the Lender as a result of any default by such corresponding amount pursuant to this Section 2.02(d) shall ceaseLender hereunder.

Loans. (a) Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans denominated in dollars to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (ii) the total Revolving Credit Exposures exceeding the total Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. (b) Each Revolving Loan (other than Swingline Loans) shall be made only during the Availability Period as part of a Revolving Borrowing consisting of Revolving Loans of the same Type made by the Lenders ratably in accordance with their applicable Commitments; provided that the . The failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such it shall not relieve any other Lender of its obligations hereunder, provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender). Except for ’s failure to make Loans deemed made pursuant to Section 2.18(e)(i) and (ii), Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 and not less than $1,000,000 or (ii) equal to the remaining available balance of the applicable Commitmentsas required. (bc) Subject to Sections 2.11 and 2.12Section 2.15, each Revolving Borrowing shall be comprised entirely of ABR Revolving Loans or Eurodollar Revolving LIBOR Loans as the Borrower may request pursuant to Section 2.03in accordance herewith. Each Lender may at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this AgreementAgreement or create or increase any obligation of the Borrower not otherwise arising, or arising in such increased amount, under Section 2.12. (d) At the commencement of each Interest Period for any LIBOR Revolving Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum. At the time that each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000; provided that an ABR Revolving Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments. Borrowings of more than one Type may be outstanding at the same time; provided that there shall not at any time be more than a total of ten LIBOR Revolving Borrowings in the aggregate outstanding. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request request, or to elect to convert or continue, any Borrowing that, if made, would result in more than five (5) Eurodollar Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except Period requested with respect to Loans deemed made pursuant to Section 2.18(e)(ii), each Lender shall make each Loan to be made by it hereunder on thereto would end after the proposed date thereof by wire transfer of immediately available funds to such account in New York City as Administrative Agent may designate not later than 1:00 p.m., New York City time, and Administrative Agent shall promptly credit the amounts so received to an account as directed by Borrower in the applicable Borrowing Request maintained with Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective LendersMaturity Date. (d) Unless Administrative Agent shall have received notice from a Lender prior to the date (in the case of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s portion of such Borrowing, Administrative Agent may assume that such Lender has made such portion available to Administrative Agent at the time of such Borrowing in accordance with paragraph (c) above, and Administrative Agent may, in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to Administrative Agent, each of such Lender and Borrower severally agrees to repay to Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is repaid to Administrative Agent at (i) in the case of Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(i) and (ii), The Loans comprising any Borrowing shall be in an aggregate principal amount that is (ia) an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 (except to the extent otherwise provided in an Incremental Loan Assumption Agreement, Refinancing Amendment or Extension Amendment) or (iib) equal to the remaining available balance of the applicable Commitments. (ba) Subject to Sections 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Revolving Loans or Eurodollar Revolving Loans as Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan or SOFR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided that The Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five (5) 10 Eurodollar Borrowings or 10 SOFR Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (cb) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii), each Each Lender shall make each Loan to be made by it hereunder on the Funding Date or the proposed date thereof of Borrowing thereof, as applicable, by wire transfer of immediately available funds in Dollars, as the case may be, to such account in New York City as the Administrative Agent may designate in advance, not later than 1:00 2:00 p.m., New York City timetime (or 12:00 p.m., New York City time in the case of the Funding Date), and the Administrative Agent shall promptly credit wire transfer the amounts so received to an account as directed by in accordance with instructions received from the Borrower in the applicable Borrowing Request maintained with Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (dc) Unless the Administrative Agent shall have received notice from a Lender prior to the date (in the case of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to the Administrative Agent such Lender▇▇▇▇▇▇’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with paragraph (cSection 2.02(b) above, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until to but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationto represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease.

Loans. (a) Each Revolving Loan (other than Swingline Loans) shall be made as part of a Revolving Borrowing consisting of Revolving Loans made by the Lenders ratably in accordance with their applicable respective Commitments; provided provided, however, that the failure of any Lender to make its any Revolving Loan shall not in and of itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Revolving Loan required to be made by such other Lender). Except for The Loans deemed made pursuant to Section 2.18(e)(i(other than Swing Line Loans) and (ii), Loans comprising any Revolving Borrowing (other than a Swing Line Borrowing) shall be in an aggregate principal amount that which is (i) an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 (or (ii) an aggregate principal amount equal to the remaining available balance of the applicable available Commitments). (b) Subject to Sections 2.11 and 2.12, each Each Revolving Borrowing shall be comprised entirely of ABR Revolving Eurodollar Loans or Eurodollar Revolving Loans Base Rate Loans, as the applicable Borrower may request pursuant to Section 2.03paragraph (e) hereof. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not (i) affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this AgreementAgreement and (ii) entitle such Lender to any amounts pursuant to Sections 2.11 or 2.12 to which amounts such Lender would not be entitled if such Lender had made such Loan itself through its domestic branch. Borrowings of more than one Type may be outstanding at the same time; provided provided, however, that neither Borrower shall not be entitled to request any Revolving Borrowing thatwhich, if made, would result in an aggregate of more than five twenty (520) Eurodollar Borrowings separate Revolving Loans from any Lender being outstanding hereunder at any one time. For purposes of the foregoing, Borrowings Revolving Loans (other than Revolving Loans which are Base Rate Loans, which shall be considered to be a single Revolving Loan) having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate BorrowingsRevolving Loans. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii), each Each Lender shall make each Loan (other than a Swing Line Loan) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account the Administrative Agent in New York City as Administrative Agent may designate York, New York, not later than 1:00 12:00 noon (or in the case of Base Rate Loans, 2:00 p.m.), New York City time, and Administrative Agent shall promptly credit the amounts so received to an account as directed by Borrower in the applicable Borrowing Request maintained with Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless Administrative Agent shall have received notice from a Lender prior to the date (in the case of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s portion of such Borrowing, Administrative Agent may assume that such Lender has made such portion available to Administrative Agent at the time of such Borrowing in accordance with paragraph (c) above, and Administrative Agent may, in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to Administrative Agent, each of such Lender and Borrower severally agrees to repay to Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is repaid to Administrative Agent at (i) in the case of Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided provided, that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(iparagraph (f) and (ii)below, the Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 250,000 and not less than $1,000,000 or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.11 2.08 and 2.122.15, each Borrowing shall be comprised entirely of ABR Revolving Loans or Eurodollar Revolving Loans as the Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance accord ance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided provided, however, that the Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five (5) ten Eurodollar Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Eurodollar Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii)paragraph (f) below, each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 1:00 p.m.12:00 (noon), New York City time, and the Administrative Agent shall promptly credit transfer the amounts so received to an account as directed in the name of the Borrower designated by the Borrower in the applicable Borrowing Request maintained with Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date (in the case of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s 's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with paragraph (c) above, above and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, thereon for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationto represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s 's Loan as part of such Borrowing for purposes of this Agreement. (e) Notwithstanding any other provision of this Agreement, and Borrower’s obligation the Borrower shall not be entitled to repay request any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Credit Maturity Date. (f) If the Issuing Bank shall not have received from the Borrower the payment required to be made by Section 2.22(e) in respect of any L/C Disbursement within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the amount of such corresponding L/C Disbursement and the dollar amount of the Revolving Credit Borrowing that will be required (in the case of an L/C Disbursement denominated in an Alternate Currency, at current exchange rates, as determined by the Issuing Bank, with such determination to be conclusive absent demonstrable error) to refinance such L/C Disbursement. The Administrative Agent will promptly notify each Revolving Credit Lender of the amount of such Revolving Credit Borrowing and its Pro Rata Percentage thereof. Each Revolving Credit Lender shall pay by wire transfer of immediately available funds to the Administrative Agent not later than 2:00 p.m., New York City time, on such date (or, if such Revolving Credit Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender's Pro Rata Percentage of such Revolving Credit Borrowing (it being understood that such amount shall be deemed to constitute an ABR Revolving Loan of such Lender and that the Revolving Credit Borrowing made pursuant to this paragraph will be deemed to have reduced the L/C Exposure by the Dollar Equivalent of such L/C Disbursement), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Credit Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Borrower pursuant to Section 2.02(d2.22(e) prior to the time that any Revolving Credit Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall ceasehave made such payments (after being converted into dollars, in the case of amounts received in any Alternate Currency) and to the Issuing Bank, as their interests may appear. If any Revolving Credit Lender shall not have made its Pro Rata Percentage of such Revolving Credit Borrowing available to the Administrative Agent as provided above, such Lender and the Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable to ABR Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(i) and (ii), The Loans comprising any Borrowing shall be in an aggregate principal amount that is (ia) an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 (except, with respect to any Borrowing made pursuant to an Incremental Loan Commitment, to the extent otherwise provided in the related Incremental Loan Assumption Agreement) or (iib) equal to the remaining available balance of the applicable Commitments. (ba) Subject to Sections 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Revolving Loans or Eurodollar Revolving Loans as Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan or SOFR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided that The Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five (5) eight Eurodollar Borrowings or eight SOFR Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (cb) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii), each Each Lender shall make each Loan or Incremental Loan to be made by it hereunder on the Funding Date or the proposed date thereof of Borrowing thereof, as applicable, by wire transfer of immediately available funds in Dollars, as the case may be, to such account in New York City London as the Administrative Agent may designate not later than 1:00 2:00 p.m., New York City time, and the Administrative Agent shall promptly credit wire transfer the amounts so received to an account as directed by in accordance with instructions received from the Borrower in the applicable Borrowing Request maintained with Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (dc) Unless the Administrative Agent shall have received notice from a Lender prior to the date (in the case of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with paragraph (cthis Section 2.02(c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until to but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationto represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(i) and (ii), Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 and not less than $1,000,000 1.0 million or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Revolving Loans or Eurodollar Revolving Loans as Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided that Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five (5) Eurodollar Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as Administrative Agent may designate not later than 1:00 p.m., New York City time, and Administrative Agent shall promptly credit the amounts so received to an account as directed by Borrower in the applicable Borrowing Request maintained with Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless Administrative Agent shall have received notice from a Lender prior to the date (in the case of any Eurodollar Revolving Borrowing), and at least two (2) 2 hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s portion of such Borrowing, Administrative Agent may assume that such Lender has made such portion available to Administrative Agent at the time of such Borrowing in accordance with paragraph (c) above, and Administrative Agent may, in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to Administrative Agent, each of such Lender and Borrower severally agrees to repay to Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is repaid to Administrative Agent at (i) in the case of Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by Subject to the Lenders ratably in accordance with their applicable Commitments; provided that the failure of any terms and conditions hereof, each Lender ----- severally agrees to make its Loan shall not in itself relieve any other Lender of its obligation one or more loans (each, a "Loan") to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender Borrower from ---- time to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(i) and (ii), Loans comprising any Borrowing shall be time on or after the date hereof until the Payment Date in an aggregate principal amount that is not to exceed the commitment amount (isuch Lender's "Commitment") an integral multiple of $500,000 and not less than $1,000,000 or (ii) equal set ---------- forth next to its name on the remaining available balance of the applicable Commitments. (b) Subject signature pages to Sections 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Revolving Loans or Eurodollar Revolving Loans as Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings The Commitment of more than one Type may be outstanding at the same time; provided that Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five (5) Eurodollar Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii), each Lender shall make each Loan to be made by it hereunder automatically terminate on the proposed date thereof Payment Date. Each Loan shall be either a Eurodollar Loan or a Base Rate Loan, as specified by wire transfer of immediately available funds the Borrower. Each borrowing hereunder shall be subject to such account in New York City as receipt by the Administrative Agent may designate not later than of notice (which shall be irrevocable) by 1:00 p.m.P.M., New York City time, and Administrative Agent shall promptly credit the amounts so received to an account as directed by Borrower two business days in the applicable Borrowing Request maintained with Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless Administrative Agent shall have received notice from a Lender prior to the date advance (in the case of any Eurodollar Revolving Borrowing)Loans) or by 1:00 P.M., and at least two (2) hours prior to New York City time, on the time date of borrowing (in the case of any ABR BorrowingBase Rate Loans). No Eurodollar Loan may be requested if the proposed interest period would extend beyond the Scheduled Maturity Date. Each Eurodollar Loan shall automatically be converted into a Base Rate Loan at the end of the interest period applicable thereto unless a new interest period acceptable to the Lenders is selected by the Borrower. Each borrowing hereunder shall be allocated pro rata among the Lenders based on their respective Commitments. --- ---- Each Lender understands that, concurrently with the Rainbow Consummation (as defined in the Indentures), of any Borrowing that (a) this Agreement will be amended and restated on terms and conditions satisfactory to such Lender will not make available to Administrative Agent such Lender’s portion of such Borrowing, Administrative Agent may assume that such Lender has made such portion available to Administrative Agent at the time of such Borrowing in accordance with paragraph its sole discretion and (cb) above, and Administrative Agent may, in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to Administrative Agent, each of such Lender and Borrower severally agrees to repay to Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is repaid to Administrative Agent at (i) in the case of Borrower, the interest rate applicable at the time but only to the Loans comprising such Borrowing and (iiextent) agreed to by each Lender in the case its sole discretion, up to an additional $350,000,000 of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay Administrative Agent such corresponding amount financing will be provided pursuant to this Section 2.02(d) shall ceasesuch amendment and restatement.

Loans. (a) Each Loan (other than Swingline Loans) The Tranche A Term Loans shall be made as part of a Borrowing consisting of Loans made by the Tranche A Lenders ratably in accordance with their applicable respective Tranche A Commitments; provided that the . The failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Tranche A Lender to make any Tranche A Term Loan required to be made by such it shall not relieve any other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(i) Tranche A Lender of its obligations hereunder; provided that the Tranche A Commitments of the Tranche A Lenders are several and (ii), Loans comprising any Borrowing no Tranche A Lender shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 and not less than $1,000,000 or (ii) equal responsible for any other Tranche A Lender's failure to the remaining available balance of the applicable Commitmentsmake Tranche A Term Loans as required. (b) Subject to Sections 2.11 and 2.12Section 2.13, each Borrowing Loan shall be comprised entirely of ABR Revolving Loans or Eurodollar Revolving Loans as the Borrower may request pursuant to Section 2.03in accordance herewith. Each Lender may at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings . (c) Notwithstanding any other provision of more than one Type may be outstanding at this Agreement, the same time; provided that Borrower shall not be entitled to request request, or to elect to convert or continue, any Borrowing thatif the Interest Period requested with respect thereto would end after the Tranche A Maturity Date or Tranche B Maturity Date, if made, would result in more than five (5) Eurodollar Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowingsas applicable. (cd) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii), each Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account the Administrative Agent in New York, New York, not later than 12:00 noon, New York City as time, and the Administrative Agent may designate not later than 1:00 shall by 2:00 p.m., New York City time, and Administrative Agent shall promptly credit the amounts so received to an the account as directed or accounts specified from time to time in one or more notices delivered by Borrower in the applicable Borrowing Request maintained with Company to the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless Administrative Agent shall have received notice from a Lender prior to the date (in the case of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s portion of such Borrowing, Administrative Agent may assume that such Lender has made such portion available to Administrative Agent at the time of such Borrowing in accordance with paragraph (c) above, and Administrative Agent may, in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to Administrative Agent, each of such Lender and Borrower severally agrees to repay to Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is repaid to Administrative Agent at (i) in the case of Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable respective Commitments; provided provided, however, that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(i) and (ii), The Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 1,000,000 and not less than $1,000,000 or (ii) equal to the remaining available balance of the applicable Commitments5,000,000. (b) Subject to Sections 2.11 2.08 and 2.122.14, each Borrowing shall be comprised entirely of ABR Revolving Loans or Eurodollar Revolving Loans as Borrower the Borrowers may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of Borrower the Borrowers to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided provided, however, that Borrower the Borrowers shall not be entitled to request any Borrowing that, if made, would result in more than five (5) two Eurodollar Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii), each . Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof Closing Date by wire transfer of immediately available funds to such the account in New York City as designated by the Administrative Agent may designate not later than 1:00 p.m., New York City timeAgent, and the Administrative Agent shall promptly credit the amounts so received to an the account as directed designated by Borrower the Borrowers in the applicable Borrowing Request maintained with Administrative Agent or, (or if a Borrowing shall not occur on such date the Closing Date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders). (dc) Unless the Administrative Agent shall have received notice from a Lender prior to the date (in the case of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing Closing Date that such Lender will not make available to the Administrative Agent such Lender’s portion of such the Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time of such Borrowing Closing Date in accordance with paragraph (c) above, of this Section and the Administrative Agent may, in its sole discretion and in reliance upon such assumption, make available to Borrower the Borrowers on such date the Closing Date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of the Borrowers and such Lender and Borrower severally agrees agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the Borrowers to but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of Borrowerthe Borrowers, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationto represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(i) and (ii), The Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 100,000 and not less than $1,000,000 or (ii) equal except with respect to any Incremental Borrowing, to the remaining available balance of extent otherwise provided in the applicable Commitmentsrelated Incremental Assumption Agreement). (b) Subject to Sections 2.11 2.08 and 2.122.15, each Borrowing shall be comprised entirely of ABR Revolving Loans or Eurodollar Revolving Eurocurrency Loans as the Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided provided, however, that the Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five (5) Eurodollar ten Eurocurrency Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii), each Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 1:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed designated by the Borrower in the applicable Borrowing Request maintained with Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received notice from a Lender prior to 12:00 (noon), New York City time, on the date (in the case of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with paragraph (c) above, above and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until to but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationto represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(i) and (ii2.02(f), Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 1.0 million and not less than $1,000,000 2.0 million or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Revolving Loans or Eurodollar Revolving Loans as Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that that, any exercise of such option shall not affect the obligation of Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided provided, however, that Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five (5) Eurodollar Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii2.02(f), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 1:00 p.m.12:00 noon, New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by Borrower in the applicable Borrowing Request maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date (in the case of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with paragraph (c) aboveSection 2.02(c), and the Administrative Agent may, in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and Borrower severally agrees agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationto represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement. (e) Notwithstanding any other provision of this Agreement, Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Maturity Date, as applicable. (f) If the Issuing Bank shall not have received from Borrower the payment required to be made by Section 2.17(e) within the time specified in such section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 noon, New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute an ABR Revolving Loan of such Lender, and Borrower’s obligation such payment shall be deemed to repay have reduced the LC Exposure), and the Administrative Agent such corresponding amount will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from Borrower pursuant to Section 2.17(e) prior to the time that any Revolving Lender makes any payment pursuant to this Section 2.02(d2.02(f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this Section 2.02(f) shall ceaseto but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable respective Commitments; provided provided, however, that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(i) and (ii), Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 and not less than $1,000,000 or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.11 2.08 and 2.122.13, each Borrowing shall be comprised entirely of ABR Revolving Loans or Eurodollar Revolving Loans as the Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided provided, however, that the Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five (5) three Eurodollar Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii), each Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof Closing Date by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 1:00 p.m.11:00 a.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed in the name of the Borrower and designated by the Borrower in the applicable Borrowing Request maintained with Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date (in the case of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s 's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with paragraph (c) above, above and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationto represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s 's Loan as part of such Borrowing for purposes of this Agreement. (e) Notwithstanding any other provision of this Agreement, and Borrower’s obligation the Borrower shall not be entitled to repay Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall ceaserequest any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders Banks ratably in accordance with their applicable Commitments; provided that the . The failure of any Lender Bank to make its any Loan required to be made hereunder shall not in itself relieve any other Lender Bank of its obligation to lend hereunder (it being understood, however, that no Lender Bank shall be responsible for the failure of any other Lender Bank to make any Loan required to be made by such other LenderBank). Except for Loans deemed made pursuant to Section 2.18(e)(i) and (ii), The Loans comprising any each Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 and not less than $1,000,000 or (ii) equal to the remaining available balance of the applicable Commitments1,000,000. (b) Subject to Sections 2.11 and 2.12Section 2.09, each Borrowing shall be comprised entirely of ABR Revolving Loans or Eurodollar Revolving Loans Loans, as the Borrower may request pursuant to Section 2.03. Each Lender Bank may at its option make fulfill its Commitment with respect to any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender Bank to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this AgreementAgreement or any applicable Note. Borrowings of more than one Type may be outstanding at the same time; provided provided, however, that the Borrower shall not be entitled to request any Borrowing thatwhich, if made, would result in an aggregate of more than five (5) fourteen separate Eurodollar Borrowings Loans of any Bank being outstanding hereunder at any one time. For purposes of the foregoing, Borrowings Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate BorrowingsLoans. (c) Except with respect Subject to Loans deemed made pursuant to Section 2.18(e)(ii)paragraph (e) below, each Lender Bank shall make a Loan in the amount of its Pro Rata Share of each Loan to be made by it hereunder Borrowing on the proposed date thereof by wire transfer of immediately available funds to such account the Administrative Agent in New York City as Administrative Agent may designate York, New York, not later than 1:00 2:00 p.m., New York City time, and the Administrative Agent shall promptly credit by 3:00 p.m., New York City time, make available to the Borrower in immediately available funds the amounts so received (i) by wire transfer for credit to an the account of the Borrower with ▇▇▇▇▇ Fargo Bank, Account Number ▇▇▇▇▇ ▇▇▇▇▇; ABA # ▇▇▇▇▇▇▇▇▇, re: Avista Corp. or (ii) as directed otherwise specified by the Borrower in the applicable its notice of Borrowing Request maintained with Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Banks. Unless the Administrative Agent shall have received notice from a Lender Bank prior to the date (in the case of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender Bank will not make available to the Administrative Agent such Lender’s Bank's portion of such Borrowing, the Administrative Agent may assume that such Lender Bank has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with this paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If Administrative Agent shall have so made funds available, then, and to the extent that such Lender Bank shall not have made such portion available to the Administrative Agent, each of such Lender Bank and the Borrower severally agrees agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of Borrower, the Borrower the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such LenderBank, the greater of the Federal Funds Effective Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensationRate. If such Lender Bank shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Bank's Loan as part of such Borrowing for purposes of this Agreement. (d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Expiration Date. (e) The Borrower may refinance all or any part of any Borrowing with a new Borrowing of the same or a different Type, subject to the conditions and limitations set forth in this Agreement. Any Borrowing or part thereof so refinanced shall be deemed to be repaid or prepaid in accordance with Section 2.04 or 2.11, as applicable, with the proceeds of the new Borrowing, and Borrower’s obligation the proceeds of the new Borrowing, to repay the extent they do not exceed the principal amount of the Borrowing being refinanced, shall not be paid by the Banks to the Administrative Agent such corresponding amount or by the Administrative Agent to the Borrower pursuant to this Section 2.02(dparagraph (c) shall ceaseabove.

Loans. (a) Each Loan (other than Swingline Loans) The Loans shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Any Loans deemed made pursuant to Section 2.18(e)(i) and (ii), Loans comprising any Borrowing shall be made in an aggregate principal amount that is (i) an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 or (ii) equal to the remaining available balance of the applicable Commitments; provided that Loans on the Closing Date shall be made in an aggregate principal amount of $40.0 million. (b) Subject to Sections 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Revolving Loans or Eurodollar Revolving Loans as Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Lender to make such Loan and Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided that Borrower shall not be entitled to request any Borrowing that, if made, would result in more greater than five two Credit Extensions over the life of this Agreement (5) Eurodollar Borrowings outstanding hereunder at any one time. For purposes of including the foregoing, Borrowings having different Interest Periods, regardless of whether they commence initial Credit Extension on the same date, shall be considered separate BorrowingsClosing Date). (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii), each Each Lender shall make each its Loan to be made by it hereunder on the proposed date thereof Closing Date and on any subsequent Business Day on which Loans are to be made hereunder by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate from time to time not later than 1:00 p.m.10:00 a.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by Borrower in the applicable Borrowing Request maintained with the Administrative Agent or, if a Borrowing Loan shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective LendersLenders within two Business Days. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing Loan that such Lender will not make available to the Administrative Agent such Lender’s portion of such BorrowingLoan, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing Loan in accordance with paragraph (c) aboveSection 2.02(c), and the Administrative Agent may, in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and Borrower severally agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules or practices on interbank compensation, and (ii) in the case of Borrower, the interest rate applicable at the time to Loans. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(i) and (ii), The Loans comprising any Borrowing shall be in an aggregate principal amount that is (ia) an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 (except, with respect to any Borrowing made pursuant to an Incremental Loan Commitment, to the extent otherwise provided in the related Incremental Loan Assumption Agreement) or (iib) equal to the remaining available balance of the applicable Commitments. (ba) Subject to Sections 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Revolving Loans or Eurodollar Revolving Loans as Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan or SOFR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided that The Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five (5) eight Eurodollar Borrowings or eight SOFR Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (cb) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii), each Each Lender shall make each Loan or Incremental Loan to be made by it hereunder on the Funding Date or the proposed date thereof of Borrowing thereof, as applicable, by wire transfer of immediately available funds in Dollars, as the case may be, to such account in New York City London as the Administrative Agent may designate not later than 1:00 2:00 p.m., New York City time, and the Administrative Agent shall promptly credit wire transfer the amounts so received to an account as directed by in accordance with instructions received from the Borrower in the applicable Borrowing Request maintained with Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (dc) Unless the Administrative Agent shall have received notice from a Lender prior to the date (in the case of any Eurodollar Revolving Borrowing), and at least two (2) hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to the Administrative Agent such LenderL▇▇▇▇▇’s portion of such Borrowing, the Administrative Agent may assume that such Lender L▇▇▇▇▇ has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with paragraph (cthis Section 2.02(c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until to but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationto represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease.