Common use of Making of Advances Clause in Contracts

Making of Advances. The Borrower shall give the Agent written notice (which notice shall be irrevocable and effective only upon receipt by the Agent) of each request for an Advance (each such request a “Notice of Borrowing”) not later than 12:00 noon (New York City time) on the day which is two (2) Business Days prior to the proposed borrowing date, which notice shall specify (i) the proposed borrowing date therefor (each such date, a “Borrowing Date”), and (ii) the aggregate principal amount of the proposed borrowing (the “Requested Amount”). Any such Notice of Borrowing shall be substantially in the form of Exhibit B hereto, dated the date such request is being made, signed by a Responsible Officer of the Borrower and otherwise appropriately completed. The Requested Amount specified in any Notice or Borrowing shall be at least $1,000,000 and in integral multiples of $100,000 in excess thereof. During the period prior to the Lender Termination Date, the Conduit Lender shall promptly notify the Agent whether it has determined to make a proposed Advance and the Agent shall promptly thereafter notify the Borrower whether the Conduit Lender has determined to make such Advance. If the Conduit Lender has declined to make such proposed Advance, the Agent shall promptly send notice of the proposed borrowing to all of the Secondary Lenders concurrently by telecopier, telex or cable specifying the Borrowing Date for such borrowing, each Secondary Lender’s Percentage multiplied by the Requested Amount and whether the Yield for such Advance is calculated based on the Eurodollar Rate or the Alternate Base Rate. On each Borrowing Date, the Conduit Lender or the Secondary Lenders shall, subject to the terms and conditions of this Agreement, make available to the Borrower at the Borrower’s Account Advances in an amount equal to the Requested Amount in immediately available funds. To the extent not covered by Section 2.08, the Borrower shall indemnify the Conduit Lender, each Secondary Lender and the Agent against any loss or expense incurred by them as a result of any failure by the Borrower to accept any Advance requested in a Notice of Borrowing or as a result of the failure of the Borrower to receive any Advance requested in a Notice of Borrowing as a result of the failure of any condition precedent to the making of such Advance to be satisfied, including, without limitation, any loss or expense incurred by reason of the liquidation or reemployment of funds acquired or requested to fund such Advance.

Making of Advances. (a) The Borrower shall give the Agent written notice (which notice shall be irrevocable and effective only upon receipt by the Agent) of each request for an Advance (each such request a “"Notice of Borrowing”") not later than 12:00 noon (New York City time) on the day which is two (2) Business Days prior to the proposed borrowing date, which notice shall specify (i) the proposed borrowing date therefor (each such date, a “"Borrowing Date”"), and (ii) the aggregate principal amount of the proposed borrowing (the “Requested Amount”)Advance. Any such Notice of Borrowing shall be substantially in the form of Exhibit B hereto, dated the date such request is being made, signed by a Responsible Officer of the Borrower and otherwise appropriately completed. The Requested Amount specified in any Notice or Borrowing Each Advance shall be in a principal amount of at least $1,000,000 and in integral multiples of $100,000 1,000,000 in excess thereof. During the period prior to the Lender Termination Date, the Conduit Lender CRC shall promptly notify the Agent whether it has determined to make a proposed Advance and the Agent shall promptly thereafter notify the Borrower whether the Conduit Lender CRC has determined to make such Advance. If the Conduit Lender CRC has declined determined not to make such a proposed Advance, the Agent shall promptly send notice of the proposed borrowing Advance to all of the Secondary Lenders concurrently by telecopier, telex or cable specifying the Borrowing Date for such borrowingAdvance, each Secondary Lender’s 's Percentage multiplied by the Requested Amount principal amount of such Advance and whether the Yield for such Advance is calculated based on the Eurodollar Rate or the Alternate Base Rate. On each any Borrowing Date, Date the Conduit Lender or the Secondary Lenders shall, subject to the terms and conditions of this Agreement, make available to the Borrower at the Borrower’s 's Account Advances in an the principal amount equal to of the Requested Amount requested Advance in immediately available funds. To the extent not covered by Section 2.08, the Borrower shall indemnify the Conduit LenderCRC, each Secondary Lender and the Agent against any loss (other than lost profits) or reasonable expense incurred by them as a result of any failure by the Borrower to accept any Advance requested in a Notice of Borrowing or as a result of the failure of the Borrower to receive any Advance requested in a Notice of Borrowing as a result of the failure of any condition precedent to the making of such Advance to be satisfied, including, without limitation, any such loss or expense incurred by reason of the liquidation or reemployment of funds acquired or requested to fund such Advance.

Making of Advances. The If the Borrower desires to receive a borrowing under this Agreement it shall (i) give the Program Agent written notice (which each such notice shall be irrevocable and effective only upon receipt by the Agenta "Preliminary Borrowing Notice") of each request for an Advance (each such request a “Notice of Borrowing”) desire not later than 12:00 noon 11:00 a.m. (New York City Chicago time) on the day which is two (2) Business Days prior to Day immediately preceding the proposed borrowing datedate of such borrowing, which notice shall specify (ix) the proposed borrowing date therefor which shall be a Business Day (each such date, a “"Borrowing Date”"), and (iiy) the aggregate principal amount of the proposed borrowing (the “"Requested Amount”"). Any , and (ii) no later than 7:00 a.m. (Chicago time) on the Borrowing Date specified in the related Preliminary Borrowing Notice, confirm its desire to receive a borrowing on such Notice of Borrowing shall be Date by giving the Program Agent a final borrowing notice in substantially in the form of Exhibit B hereto, dated the date hereto (each such request is being made, notice a "Notice of Borrowing") which shall be signed by a Responsible Officer of the Borrower and shall specify the Borrowing Date, the Requested Amount specified in the related Preliminary Borrowing Notice, whether such Advance shall be used for Short-Term Purposes or Leverage Purposes and shall otherwise be appropriately completed. Each Notice of Borrowing shall be irrevocable upon receipt by the Program Agent. If the Borrower fails to deliver a Notice of Borrowing in accordance with this Section 2.02 its Preliminary Borrowing Notice shall be deemed to be revoked by the Borrower without incurring any costs, penalties, expenses or other liability (including, without limitation, under this Section 2.02 or Section 2.08 or as a Liquidation Fee). The Requested Amount specified in any Notice or of Borrowing shall be at least $1,000,000 and in integral multiples of $100,000 in excess thereof. The Borrower shall not request more than two (2) borrowings in any calendar week. During the period prior to the Lender Termination Date, the each Conduit Lender shall promptly notify the Program Agent whether it has determined to make a proposed an Advance and the Agent shall promptly thereafter notify the Borrower whether the Conduit Lender if it has determined decided to make an Advance, such Advancenotice shall specify the principal amount thereof. If the Conduit Lender has Lenders have declined to make such a proposed AdvanceAdvance in the full Requested Amount, the Program Agent shall promptly send notice of the proposed borrowing to all each of the Secondary Lenders concurrently by telecopier, telex or cable specifying the Borrowing Date for such borrowing, each Secondary Lender’s 's Secondary Lender Percentage multiplied by of the Requested Amount and whether the Yield for such Advance is calculated based on the Eurodollar Rate or the Alternate Base Rate. On Provided that the Borrower has delivered a Preliminary Borrowing Notice and a Notice of Borrowing in accordance with this Section 2.02, on each Borrowing Date, Date the Conduit Lender Lenders or the Secondary Lenders shall, subject to the terms and conditions of this Agreement, make available to the Borrower at the Borrower’s 's Account (or such other account specified in the applicable Notice of Borrowing) Advances in an amount equal to the Requested Amount in immediately available funds. To the extent not covered by Section 2.08, the Borrower shall indemnify the each Conduit Lender, each Secondary Lender and the Program Agent against any loss or expense incurred by them as a result of any failure by the Borrower to accept any Advance requested in a Notice of Borrowing or as a result of the failure of the Borrower to receive any Advance requested in a Notice of Borrowing as a result of the failure of any condition precedent to the making of such Advance to be satisfied, including, without limitation, any loss or expense incurred by reason of the liquidation or reemployment of funds acquired or requested to fund such Advance.

Making of Advances. (a) The Borrower shall give the Agent written notice (which notice shall be irrevocable and effective only upon receipt by the Agent) of each request for an Advance (each such request a “"Notice of Borrowing”") not later than 12:00 noon 2:00 p.m. (New York City time) on the day which is two three (23) Business Days prior to the proposed borrowing date, which notice shall specify (i) the proposed borrowing date therefor (each such date, a “"Borrowing Date”"), and (ii) the aggregate principal amount of the proposed borrowing (the “Requested Amount”)Advance. Any such Notice of Borrowing shall be substantially in the form of Exhibit B hereto, dated the date such request is being made, signed by a Responsible Officer of the Borrower and otherwise appropriately completed. The Requested Amount specified in any Notice or Borrowing Each Advance shall be in a principal amount of at least $1,000,000 and in integral multiples of $100,000 1,000,000 in excess thereof. During the period prior to the Lender Termination Date, the Conduit Lender CAFCO shall promptly notify the Agent whether it has determined to make a proposed Advance and the Agent shall promptly thereafter notify the Borrower whether the Conduit Lender CAFCO has determined to make such Advance. If the Conduit Lender CAFCO has declined determined not to make such a proposed Advance, the Agent shall promptly send notice of the proposed borrowing Advance to all of the Secondary Lenders concurrently by telecopier, telex or cable specifying the Borrowing Date for such borrowingAdvance, each Secondary Lender’s 's Percentage multiplied by the Requested Amount principal amount of such Advance and whether the Yield for such Advance is calculated based on the Eurodollar Rate or the Alternate Base Rate. On each any Borrowing Date, Date the Conduit Lender or the Secondary Lenders shall, subject to the terms and conditions of this AgreementAgreement and not later than the close of business on such Borrowing Date, make available to the Borrower at the Borrower’s 's Account Advances in an the principal amount equal to of the Requested Amount requested Advance in immediately available funds. To the extent not covered by Section 2.08, the Borrower shall indemnify the Conduit LenderCAFCO, each Secondary Lender and the Agent against any loss or expense incurred by them as a result of any failure by the Borrower to accept any Advance requested in a Notice of Borrowing or as a result of the failure of the Borrower to receive any Advance requested in a Notice of Borrowing as a result of the failure of any condition precedent to the making of such Advance to be satisfied, including, without limitation, any loss or expense incurred by reason of the liquidation or reemployment of funds acquired or requested to fund such Advance.

Making of Advances. The Borrower shall give the Agent and each Managing Agent written notice (which notice shall be irrevocable and effective only upon receipt by the Agent and each Managing Agent) of each request for an Advance (each such request a “Notice of Borrowing”) not later than 12:00 noon (New York City time) on the day which is two (2) Business Days prior to the proposed borrowing date, which notice shall specify (i) the proposed borrowing date therefor (each such date, a “Borrowing Date”), and (ii) the aggregate principal amount of the proposed borrowing (the “Proposed Borrowing”) and (iii) the portion of such Proposed Borrowing allocable to each Lender Group (such Lender Group’s “Requested Amount”). Any such Notice of Borrowing shall be substantially in the form of Exhibit B hereto, dated the date such request is being made, signed by a Responsible Officer of the Borrower and otherwise appropriately completed. The Requested Amount Proposed Borrowing specified in any Notice or of Borrowing shall be at least $1,000,000 and in integral multiples of $100,000 in excess thereof. During the period prior to the Lender Termination Date, the each Conduit Lender shall promptly notify the its related Managing Agent whether it has determined to make a proposed Advance and the each Managing Agent shall promptly thereafter notify the Borrower whether the its respective Conduit Lender has Lenders have determined to make such Advance. If the Conduit Lenders in any Lender has Group have declined to make any portion of such proposed Advance, the related Managing Agent shall promptly send notice of the proposed borrowing Proposed Borrowing to all of the Secondary Lenders in such Lender Group concurrently by telecopier, telex or cable specifying the Borrowing Date for such borrowing, each such Secondary Lender’s Percentage Pro Rata Share multiplied by the applicable portion of the Requested Amount and whether the Yield for such Advance is calculated based on the Eurodollar Rate or the Alternate Base Rate. On each Borrowing Date, the Conduit Lender or Lenders and/or the Secondary Lenders of each Lender Group shall, subject to the terms and conditions of this Agreement, make available to the Borrower at the Borrower’s Account Advances in an amount equal to the Requested Amount with respect to such Lender Group in immediately available funds. To the extent not covered by Section 2.08, the Borrower shall indemnify the each Conduit Lender, each Secondary Lender Lender, each Managing Agent and the Agent against any loss or expense incurred by them as a result of any failure by the Borrower to accept any Advance requested in a Notice of Borrowing or as a result of the failure of the Borrower to receive any Advance requested in a Notice of Borrowing as a result of the failure of any condition precedent to the making of such Advance to be satisfied, including, without limitation, any loss or expense incurred by reason of the liquidation or reemployment of funds acquired or requested to fund such Advance. Each Proposed Borrowing hereunder shall be made (i) ratably among the Lender Groups in accordance with their Group Advance Limit and (ii) in amounts among the Conduit Lenders in any Lender Group as determined by such Conduit Lenders in their sole discretion.

Making of Advances. The If the Borrower desires to receive a borrowing under this Agreement it shall (i) give the Program Agent written notice (which each such notice shall be irrevocable and effective only upon receipt by the Agenta "Preliminary Borrowing Notice") of each request for an Advance (each such request a “Notice of Borrowing”) desire not later than 12:00 noon 11:00 a.m. (New York City Chicago time) on the day which is two (2) Business Days prior to Day immediately preceding the proposed borrowing datedate of such borrowing, which notice shall specify (ix) the proposed borrowing date therefor which shall be a Business Day (each such date, a “"Borrowing Date”"), and (iiy) the aggregate principal amount of the proposed borrowing (the “"Requested Amount”"). Any , and (ii) no later than 7:00 a.m. (Chicago time) on the Borrowing Date specified in the related Preliminary Borrowing Notice, confirm its desire to receive a borrowing on such Notice of Borrowing shall be Date by giving the Program Agent a final borrowing notice in substantially in the form of Exhibit B hereto, dated the date hereto (each such request is being made, notice a "Notice of Borrowing") which shall be signed by a Responsible Officer of the Borrower and shall specify the Borrowing Date and Requested Amount specified in the related Preliminary Borrowing Notice and shall otherwise be appropriately completed. Each Notice of Borrowing shall be irrevocable upon receipt by the Program Agent. If the Borrower fails to deliver a Notice of Borrowing in accordance with this Section 2.02 its Preliminary Borrowing Notice shall be deemed to be revoked by the Borrower without incurring any costs, penalties, expenses or other liability (including, without limitation, under this Section 2.02 or Section 2.08 or as a Liquidation Fee). The Requested Amount specified in any Notice or of Borrowing shall be at least $1,000,000 and in integral multiples of $100,000 in excess thereof. The Borrower shall not request more than two (2) borrowings in any calendar week. During the period prior to the Lender Termination Date, the Conduit Lender shall promptly notify the Program Agent whether it has determined to make a proposed an Advance in an amount equal to the Requested Amount and the Program Agent shall promptly thereafter notify the Borrower whether the Conduit Lender has determined to make such Advance. If the Conduit Lender has declined to make such a proposed Advance, the Program Agent shall promptly send notice of the proposed borrowing to all each of the Secondary Lenders concurrently by telecopier, telex or cable specifying the Borrowing Date for such borrowing, each Secondary Lender’s 's Secondary Lender Percentage multiplied by of the Requested Amount and whether the Yield for such Advance is calculated based on the Eurodollar Rate or the Alternate Base Rate. On Provided that the Borrower has delivered a Preliminary Borrowing Notice and a Notice of Borrowing in accordance with this Section 2.02, on each Borrowing Date, Date the Conduit Lender or the Secondary Lenders shall, subject to the terms and conditions of this Agreement, make available to the Borrower at the Borrower’s 's Account (or such other account specified in the applicable Notice of Borrowing) Advances in an amount equal to the Requested Amount in immediately available funds. To the extent not covered by Section 2.08, the Borrower shall indemnify the Conduit Lender, each Secondary Lender and the Program Agent against any loss or expense incurred by them as a result of any failure by the Borrower to accept any Advance requested in a Notice of Borrowing or as a result of the failure of the Borrower to receive any Advance requested in a Notice of Borrowing as a result of the failure of any condition precedent to the making of such Advance to be satisfied, including, without limitation, any loss or expense incurred by reason of the liquidation or reemployment of funds acquired or requested to fund such Advance.

Making of Advances. The Borrower If the Borrowers desire to make a Borrowing under this Agreement, they shall give the Agent Lender a written notice (each, a “Notice of Borrowing”) for such Borrowing (which notice shall be irrevocable and effective only upon receipt by the Agent) of each request for an Advance (each such request a “Notice of Borrowing”receipt) not later than 12:00 noon 2:00 p.m. ET at least twoone (New York City time) on the day which is two (221) Business Days DaysDay prior to the proposed borrowing date, which notice shall specify (i) the proposed borrowing date therefor (each such date, a “Borrowing Date”), and (ii) the aggregate principal amount day of the proposed borrowing requested Borrowing (or such lesser period of time as the “Requested Amount”Lender may agree). Any such Each Notice of Borrowing shall be substantially in the form of Exhibit B hereto, dated the date such the request for the related Borrowing is being made, signed by a Responsible Officer of shall attach the Borrower related Senior Facility Funding Request, and shall otherwise be appropriately completed. The Requested Amount proposed Borrowing Date specified in any each Notice or of Borrowing shall be at least $1,000,000 and in integral multiples of $100,000 in excess thereof. During the period a Business Day falling on or prior to the Lender Commitment Termination Date, and the Conduit amount of the Borrowing requested in such Notice of Borrowing (the “Requested Amount”) shall be the then-applicable Advance Percentage of the related Senior Advance Amount (or, if less, the remaining unfunded CommitmentMaximum Credit hereunder). The Lender shall, with respect to the Committed Amount and may, with respect to the Uncommitted Amount, not later than 4:00 p.m. ET on each Borrowing Date in respect of an Advance, make the applicable Requested Amount available to the Borrowers by disbursing such funds in Dollars to an account designated in writing by the Borrowers in the Notice of Borrowing. The Lender shall promptly notify have the Agent whether it has determined to make a proposed Advance and the Agent shall promptly thereafter notify the Borrower whether the Conduit Lender has determined to make such Advance. If the Conduit Lender has declined to make such proposed Advance, the Agent shall promptly send notice of the proposed borrowing to all of the Secondary Lenders concurrently by telecopier, telex or cable specifying the Borrowing Date for such borrowing, each Secondary Lender’s Percentage multiplied by the Requested Amount and whether the Yield for such Advance is calculated based on the Eurodollar Rate or the Alternate Base Rate. On each Borrowing Date, the Conduit Lender or the Secondary Lenders shallobligation, subject to the terms and conditions of this Agreementthe Facility Documents, to make available Advances up to the Borrower at the Borrower’s Account Committed Amount and shall have no obligation to make Advances in an amount equal with respect to the Requested Amount Uncommitted Amount, which Advances may be made in immediately available fundsthe sole discretion of Lender. To the extent not covered by Section 2.08, the Borrower All Advances hereunder shall indemnify the Conduit Lender, each Secondary Lender and the Agent against any loss or expense incurred by them as a result of any failure by the Borrower to accept any Advance requested in a Notice of Borrowing or as a result of the failure of the Borrower to receive any Advance requested in a Notice of Borrowing as a result of the failure of any condition precedent be first deemed committed up to the making of such Advance Committed Amount and then the remainder, if any, shall be deemed uncommitted up to be satisfied, including, without limitation, any loss or expense incurred by reason of the liquidation or reemployment of funds acquired or requested to fund such AdvanceUncommitted Amount.

Making of Advances. The Borrower shall give the Agent written notice (which notice a) Each Borrowing shall be irrevocable and effective only upon receipt by the Agent) of each request for an Advance (each such request a “Notice of Borrowing”) made on notice, given not later than 12:00 noon (x) 1:00 P.M. (New York City time, or, in the case of a Borrowing in an Alternate Currency, London time) on the third (or, in the case of a Borrowing to be denominated in an Alternate Currency, fourth) Business Day prior to the date of a Eurocurrency Rate Advance Borrowing, and (y) 1:00 P.M. (New York City time) on the day which is two (2) Business Days prior of a Base Rate Advance Borrowing, by the Borrower to the proposed borrowing dateAdministrative Agent, which shall give to each Lender prompt notice shall specify thereof by telecopier, telex or cable. Each notice of a Borrowing (i) the proposed borrowing date therefor (each such date, a “Borrowing Date”), and (ii) the aggregate principal amount of the proposed borrowing (the “Requested Amount”). Any such "Notice of Borrowing Borrowing") shall be made in writing, or orally and confirmed immediately in writing, by telecopier, telex or cable, in substantially in the form of Exhibit B hereto, dated specifying therein the requested (i) date of such request is being made, signed by a Responsible Officer of the Borrower and otherwise appropriately completed. The Requested Amount specified in any Notice or Borrowing (which shall be at least $1,000,000 a Business Day), (ii) Currency and Type of Advance comprising such Borrowing, (iii) aggregate amount of such Borrowing and (iv) in integral multiples the case of $100,000 in excess thereof. During the period prior to the Lender Termination Datea Borrowing comprised of Eurocurrency Rate Advances, the Conduit Lender shall promptly notify the Agent whether it has determined to make a proposed Advance and the Agent shall promptly thereafter notify the Borrower whether the Conduit Lender has determined to make Interest Period for each such Advance. If the Conduit Each Lender has declined to make such proposed Advance, the Agent shall promptly send notice of the proposed borrowing to all of the Secondary Lenders concurrently by telecopier, telex or cable specifying the Borrowing Date for such borrowing, each Secondary Lender’s Percentage multiplied by the Requested Amount and whether the Yield for such Advance is calculated based (A) before 11:00 A.M. Local Time on the Eurodollar date of such Borrowing (in the case of a Eurocurrency Rate or Advance) and (B) before 1:00 P.M. (New York City time) on the Alternate date of such Borrowing (in the case of a Base Rate. On each Borrowing Date, the Conduit Lender or the Secondary Lenders shall, subject to the terms and conditions of this AgreementRate Advance), make available for the account of its Applicable Lending Office to the Borrower Administrative Agent at the Administrative Agent's Account for the relevant Currency in same day funds, such Lender's ratable portion of such Borrowing. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IV, the Administrative Agent will make such funds available to the Borrower’s Account Advances in an amount ; provided, however, that the Administrative Agent shall first make a portion of such funds equal to the Requested Amount in immediately available funds. To the extent not covered by Section 2.08, aggregate principal amount of any Letter of Credit Loans as to which the Borrower shall indemnify has received timely notice made by the Conduit Lender, each Secondary Issuing Bank and by any other Lender and outstanding on the Agent against any loss or expense incurred by them date of such Borrowing, plus interest accrued and unpaid thereon to and as a result of any failure by the Borrower to accept any Advance requested in a Notice of Borrowing or as a result of the failure of the Borrower to receive any Advance requested in a Notice of Borrowing as a result of the failure of any condition precedent such date, available to the making Issuing Bank and such other Lenders for repayment of such Advance to be satisfied, including, without limitation, any loss or expense incurred by reason Letter of the liquidation or reemployment of funds acquired or requested to fund such AdvanceCredit Loans.

Making of Advances. The (a) Except as otherwise provided for in the LMCS Agreement, each Advance other than a Letter of Credit Request which shall be submitted in accordance with the provisions of Section 2.14 hereof, shall be made on notice given by the Borrower shall give to the Agent written notice (which notice shall be irrevocable and effective only upon receipt by the Agent) of each request for an Advance (each such request a “Notice of Borrowing”) not later than 12:00 noon (New York City Boston time) on the day which is two (2) one Business Days Day prior to the proposed borrowing date, which notice shall specify (i) the proposed borrowing date therefor (each such date, a “Borrowing Date”), and (ii) the aggregate principal amount of the proposed borrowing Borrowing (the “Requested Amount”). Any such a "Notice of Borrowing shall be Borrowing") substantially in the form of Exhibit B hereto; provided, dated the date such request is being madehowever, signed by a Responsible Officer of that (i) if the Borrower and otherwise appropriately completed. The Requested Amount specified elects a LIBOR Rate Pricing Option with respect to any Advance in any accordance with Section 2.4 hereof, such Notice or of Borrowing shall be at least $1,000,000 and in integral multiples of $100,000 in excess thereof. During the period prior to the Lender Termination Date, the Conduit Lender shall promptly notify the Agent whether it has determined to make a proposed Advance and the Agent shall promptly thereafter notify given by the Borrower whether contemporaneously with a Pricing Notice in the Conduit Lender has determined to make such Advance. If manner and within the Conduit Lender has declined to make such proposed Advancetime specified in Section 2.4, the Agent shall promptly send notice of the proposed borrowing to all of the Secondary Lenders concurrently by telecopier, telex or cable specifying the Borrowing Date for such borrowing, each Secondary Lender’s Percentage multiplied by the Requested Amount and whether the Yield for (ii) if such Advance is calculated based on the Eurodollar Rate or the Alternate Base Rate. On each a Permitted Acquisition Advance, such Notice of Borrowing Date, the Conduit Lender or the Secondary Lenders shall, subject to the terms and conditions of this Agreement, make available to shall be given by the Borrower at contemporaneously with a Certificate of Permitted Acquisition substantially in the Borrower’s Account form of Exhibit C hereto. The Agent shall give the Lenders notice of each Notice of Borrowing in accordance with the Agent's customary practice. Each such Notice of Borrowing shall be by telephone or telecopy, in each case confirmed immediately in writing by the Borrower in substantially the form of Exhibit B hereto, specifying therein (i) the requested date of such Advance, and (ii) the amount of such Advance (which must be a minimum of $50,000). The Borrower agrees to indemnify and hold the Lenders harmless for any action, including the making of any Advances hereunder, or loss or expense, taken or incurred by the Agent and the Lenders in good faith reliance upon such telephone request. At the time of the initial request for an amount equal to the Requested Amount in immediately available funds. To the extent not covered by Advance made under this Section 2.082.2(a), the Borrower shall indemnify the Conduit Lender, each Secondary Lender and have provided the Agent against any loss with a Compliance Certificate. The Borrower hereby agrees (i) that the Lenders shall be entitled to rely upon the Compliance Certificate most recently delivered to the Agent until it is superseded by a more recent Compliance Certificate, and (ii) that each request for an Advance, whether by telephone or expense incurred by them as in writing or otherwise, shall constitute a result of any failure by the Borrower to accept any Advance requested in a Notice of Borrowing or as a result confirmation of the failure representations and warranties (except as to representations and warranties made as of the Borrower to receive any Advance requested in a Notice of Borrowing certain date, which shall be true and correct only as a result of the failure of any condition precedent to the making of such Advance to be satisfied, including, without limitation, any loss or expense incurred by reason of date) contained in the liquidation or reemployment of funds acquired or requested to fund such Advancemost recent Compliance Certificate then in the Agent's possession.

Making of Advances. The If the Borrower desires to receive a borrowing under this Agreement it shall give deliver to the Administrative Agent written a borrowing notice (which notice shall be irrevocable and effective only upon receipt by in substantially the Agent) form of each request for an Advance Exhibit B hereto (each such request notice a “Notice of Borrowing”) not later than 12:00 noon Noon (New York City time) on the day which is two (2) Business Days prior to Day immediately preceding the proposed borrowing datedate of such borrowing, which notice Notice of Borrowing shall be signed by a Responsible Officer of the Borrower and shall specify (ix) the proposed borrowing date therefor which shall be a Business Day (each such date, a “Borrowing Date”), and (iiy) the aggregate principal amount of the proposed borrowing (the “Requested Amount”)) and (z) whether such Advance shall be used for Short-Term Purposes or Leverage Purposes and shall otherwise be appropriately completed. Any such Each Notice of Borrowing shall be substantially in irrevocable upon receipt by the form of Exhibit B hereto, dated the date such request is being made, signed by a Responsible Officer of the Borrower and otherwise appropriately completedAdministrative Agent. The Requested Amount specified in any Notice or of Borrowing shall be at least $1,000,000 500,000 and in integral multiples of $100,000 in excess thereof. The Borrower shall not request more than four (4) borrowings in any calendar week. During the period prior to the Lender Termination Date, the Conduit Lender shall promptly notify the Administrative Agent whether it has determined to make a proposed an Advance and the Agent shall promptly thereafter notify the Borrower whether the Conduit Lender if it has determined decided to make an Advance, such Advancenotice shall specify the principal amount thereof. If the Conduit Lender has declined to make such a proposed AdvanceAdvance in the full Requested Amount, the Administrative Agent shall promptly send notice of the proposed borrowing to all each of the Secondary Alternate Lenders concurrently by telecopier, telex or cable specifying the Borrowing Date for such borrowing, each Secondary Alternate Lender’s Alternate Lender Percentage multiplied by of the Requested Amount and whether the Yield for such Advance is calculated based on the Eurodollar Rate or the Alternate Base Rate. On Provided that the Borrower has delivered a Notice of Borrowing in accordance with this Section 2.02, on each Borrowing Date, Date the Conduit Lender or the Secondary Alternate Lenders shall, subject to the terms and conditions of this Agreement, make available to the Borrower at the Borrower’s Account (or such other account specified in the applicable Notice of Borrowing) Advances in an amount equal to the Requested Amount in immediately available funds. To the extent not covered by Section 2.08, the Borrower shall indemnify the Conduit Lender, each Secondary Alternate Lender and the Administrative Agent against any loss or expense incurred by them as a result of any failure by the Borrower to accept any Advance requested in a Notice of Borrowing or as a result of the failure of the Borrower to receive any Advance requested in a Notice of Borrowing as a result of the failure of any condition precedent to the making of such Advance to be satisfied, including, without limitation, including any loss or expense incurred by reason of the liquidation or reemployment of funds acquired or requested to fund such Advance.

Making of Advances. The Borrower shall give the Program Agent and the Direct Lenders written notice (which notice shall be irrevocable (unless the Borrower shall have delivered a Withdrawal Notice to the Program Agent and the Direct Lenders in accordance with the provisions of this Section 2.02) and effective only upon receipt by the AgentProgram Agent and the Direct Lenders) of each request for an Advance Advances (each such request a “"Notice of Borrowing”") not later than 12:00 noon (New York City time) on the day which is two (2) Business Days prior to the proposed borrowing date, which notice shall specify (i) the proposed borrowing date therefor (each such date, a “"Borrowing Date”"), and (ii) the aggregate principal amount of the proposed borrowing (the “"Requested Amount”"), and (iii) with respect to such Requested Amount which is to be made by a Direct Lender, whether such Advance is a Direct Lender Eurodollar Rate Advance or a Direct Lender Alternate Base Rate Advance, and if such Advance is a Direct Lender Eurodollar Rate Advance, the Settlement Period requested by the Borrower thereof (which shall be one day, one week, one month, two months or three months). Notwithstanding anything to the contrary contained in this Agreement or any Notice of Borrowing, if the Direct Lenders do not receive a Notice of Borrowing with respect to a proposed Advance to be made by the Direct Lenders by 12:00 noon (New York City time) on the second Business Day preceding the Borrowing Date of such proposed Advance to be made by the Direct Lenders, such Advance to be made by the Direct Lenders shall be deemed to be a Direct Lender Alternate Base Rate Advance. Any such Notice of Borrowing shall be substantially in the form of Exhibit B hereto, dated the date such request is being made, signed by a Responsible Officer of the Borrower and otherwise appropriately completed. The Requested Amount specified in any Notice or Borrowing shall be at least $1,000,000 2,000,000 and in integral multiples of $100,000 1,000,000 in excess thereof. The Borrower shall not request more than two (2) borrowings in any calendar week. During the period prior to the Lender Termination Date, the each Conduit Lender shall promptly notify the Program Agent whether it has determined to make a proposed an Advance in the amount of the Conduit Lenders' Pro Rata Share of the Requested Amount and the Program Agent shall promptly thereafter notify the Borrower whether the such Conduit Lender has determined to make such Advance. If prior to the Lender Termination Date a Conduit Lender has declined to make such proposed Advance, the Program Agent shall promptly send notice thereof (each such notice a "Non-Funding Notice") to the Borrower no later than 5:00 p.m. (New York City time) on the Business Day immediately preceding the proposed Borrowing Date. Upon receipt of a Non-Funding Notice from the Program Agent, the Borrower may withdraw its Notice of Borrowing to the Program Agent and the Direct Lenders without incurring any cost, penalty, expense or other liability (including under this Section 2.02 or Section 2.09 or as a Liquidation Fee) provided that the Borrower shall have delivered to the Program Agent and the Direct Lenders written notice withdrawing such Notice of Borrowings (which notice shall be irrevocable and effective only upon receipt by the applicable Agent, and each such withdrawal notice being a "Withdrawal Notice") not later than 12:00 noon (New York City time) on such proposed Borrowing Date. If a Conduit Lender has declined to make a proposed Advance and the Borrower shall not have issued a Withdrawal Notice to the Program Agent and the Direct Lenders in accordance with the provisions of the preceding sentence, the Program Agent shall promptly send notice of the proposed borrowing to all each of the Secondary Lenders concurrently by telecopier, telex or cable specifying the Borrowing Date for such borrowing, each Secondary Lender’s 's Secondary Lender Percentage multiplied by the Conduit Lenders' Pro Rata Share of the Requested Amount and whether the Yield for such Advance is calculated based on the Eurodollar Rate or the Alternate Base Rate. On each Borrowing Date, Date the Direct Lenders and the Conduit Lender Lenders or the Secondary Lenders shall, subject to the terms and conditions of this Agreement, make available to the Borrower at the Borrower’s 's Account Advances in an amount equal to the Requested Amount in immediately available funds. To the extent not covered by Section 2.082.09, the Borrower shall indemnify the each Conduit Lender, each Secondary Lender, each Direct Lender and the Program Agent against any loss or expense incurred by them as a result of any failure by the Borrower to accept any Advance requested in a Notice of Borrowing or as a result of the failure of the Borrower to receive any Advance requested in a Notice of Borrowing as a result of the failure of any condition precedent to the making of such Advance to be satisfied, including, without limitation, any loss or expense incurred by reason of the liquidation or reemployment of funds acquired or requested to fund such Advance.

Making of Advances. (a) The Borrower shall give the Agent written notice (which notice shall be irrevocable and effective only upon receipt by the Agent) of each request for an Advance (each such request a “"Notice of Borrowing”") not later than 12:00 noon (New York City time) on the day which is two three (23) Business Days prior to the proposed borrowing date, which notice shall specify (i) the proposed borrowing date therefor (each such date, a “"Borrowing Date”"), and (ii) the aggregate principal amount of the proposed borrowing (the “Requested Amount”)Advance. Any such Notice of Borrowing shall be substantially in the form of Exhibit B hereto, dated the date such request is being made, signed by a Responsible Officer of the Borrower and otherwise appropriately completed. The Requested Amount specified in any Notice or Borrowing Each Advance shall be in a principal amount of at least $1,000,000 and in integral multiples of $100,000 1,000,000 in excess thereof. During the period prior to the Lender Termination Date, the Conduit Lender Agent shall promptly notify the Agent whether it has determined to make a proposed Advance and the Agent shall promptly thereafter notify the Borrower whether the Conduit Lender CRC has determined to make such Advance. If the Conduit Lender CRC has declined determined not to make such a proposed AdvanceAdvance or if the Lender Termination Date has occurred prior to the Secondary Lender Termination Date, the Agent shall promptly send notice of the proposed borrowing Advance to all of the Secondary Lenders concurrently by telecopier, telex or cable specifying the Borrowing Date for such borrowingAdvance, each Secondary Lender’s 's Percentage multiplied by the Requested Amount principal amount of such Advance and whether the Yield for such Advance during the initial Settlement Period for such Advance is to be calculated based on the Eurodollar Rate or the Alternate Base Rate. On each any Borrowing Date, Date the Conduit Lender or the Secondary Lenders shall, subject to the terms and conditions of this Agreement, make available to the Borrower at the Borrower’s 's Account Advances in an the principal amount equal to of the Requested Amount requested Advance in immediately available funds. To the extent not covered by Section 2.08, the Borrower shall indemnify the Conduit LenderCRC, each Secondary Lender and the Agent against any loss or expense incurred by them as a result of any failure by the Borrower to accept any Advance requested in a Notice of Borrowing or as a result of the failure of the Borrower to receive any Advance requested in a Notice of Borrowing as a result of the failure of any condition precedent to the making of such Advance to be satisfied, including, without limitation, any loss or expense incurred by reason of the liquidation or reemployment of funds acquired or requested to fund such Advance.

Making of Advances. Upon the satisfaction of the conditions set forth in the Securities Purchase Agreement, the Holder may, in its sole and absolute discretion, make Advances to the Company from the Original Issue Date through the Advance End Date in an aggregate principal amount at any one time outstanding not to exceed the Maximum Funded Amount. The Borrower Holder shall give not make an Advance if the Agent written notice (which notice sum of the aggregate principal amount of the outstanding Advances plus the principal amount of such requested Advance would exceed an amount equal to the Maximum Funded Amount. Each Advance shall be irrevocable in an amount equal to $200,000 or an integral multiple in excess thereof, and effective only upon receipt by the Agent) of each shall be made on at least twenty Trading Days’ prior written notice. Each request for an Advance (each such request a “Notice of Borrowing”) not later than 12:00 noon (New York City time) on shall be made by telephonic or written communication by the day which is two (2) Business Days prior Company to the proposed borrowing date, which notice shall specify (i) the proposed borrowing date therefor (each such date, a “Borrowing Date”), and (ii) the aggregate principal amount of the proposed borrowing (the “Requested Amount”)Holder. Any such The Notice of Borrowing shall be substantially in specify the form proposed amount of Exhibit B hereto, dated the date such request is being made, signed by a Responsible Officer of the Borrower and otherwise appropriately completed. The Requested Amount specified in any Notice or Borrowing shall be at least $1,000,000 and in integral multiples of $100,000 in excess thereof. During the period prior to the Lender Termination Date, the Conduit Lender shall promptly notify the Agent whether it has determined to make a proposed Advance and the Agent Trading Day on which such Advance shall promptly thereafter be made. Prior to the Trading Day on which an Advance is requested to be made in a Notice of Borrowing, the Holder shall notify the Borrower Company whether it will make the Conduit Lender has determined to make such requested Advance. If the Conduit Lender has declined to Holder notifies the Company that it will make such proposed a requested Advance, then on the Agent shall promptly send notice Trading Day specified in the Notice of Borrowing and upon fulfillment of the proposed borrowing to all of the Secondary Lenders concurrently by telecopier, telex or cable specifying the Borrowing Date for such borrowing, each Secondary Lender’s Percentage multiplied by the Requested Amount and whether the Yield for such Advance is calculated based on the Eurodollar Rate or the Alternate Base Rate. On each Borrowing Date, the Conduit Lender or the Secondary Lenders shall, subject to the applicable terms and conditions hereof, the Holder will make the proceeds of this Agreement, make such Advance available to the Borrower at Company by crediting such account of the Borrower’s Account Advances in an amount equal Company as the Company shall specify to the Requested Amount in immediately available fundsHolder. To the extent not covered by Section 2.08, the Borrower shall indemnify the Conduit Lender, each Secondary Lender and the Agent against any loss or expense incurred by them as a result The principal amount of any failure by the Borrower to accept any Advance requested in a Notice of Borrowing prepaid or as a result of the failure of the Borrower to receive any Advance requested in a Notice of Borrowing as a result of the failure of any condition precedent to the making of such Advance to repaid hereunder may not be satisfiedreborrowed. NOTWITHSTANDING ANY OTHER PROVISION OF THIS DEBENTURE OR OF ANY OTHER TRANSACTION DOCUMENT, includingTHE HOLDER SHALL HAVE NO OBLIGATION TO MAKE ANY ADVANCE, without limitation, any loss or expense incurred by reason of the liquidation or reemployment of funds acquired or requested to fund such AdvanceWHICH ADVANCES SHALL BE MADE IN THE SOLE AND ABSOLUTE DISCRETION OF THE HOLDER.

Making of Advances. The Borrower In the event that Agent shall give elect to have the Agent written notice (which notice shall be irrevocable and effective only upon terms of this Section 2.3(c) apply to a requested Borrowing as described in Section 2.3(b), then promptly after receipt by the Agent) of each a request for an Advance (each such request a “Notice of Borrowing”) Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders, not later than 12:00 noon 1:00 p.m. (New York City California time) on the day which is two (2) Business Days prior to Day immediately preceding the proposed borrowing dateFunding Date applicable thereto, which notice by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall specify (i) make the proposed borrowing date therefor (each such date, a “Borrowing Date”), and (ii) the aggregate principal amount of the proposed borrowing (the “Requested Amount”). Any such Notice of Borrowing shall be substantially in the form of Exhibit B hereto, dated the date such request is being made, signed by a Responsible Officer Lender's Pro Rata Share of the Borrower and otherwise appropriately completedrequested Borrowing available to Agent in immediately available funds, to Agent's Account, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. The Requested Amount specified After Agent's receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in any Notice or Borrowing shall be at least $1,000,000 and in integral multiples of $100,000 in excess thereof. During the period prior to the Lender Termination DateSection 3 hereof, the Conduit Lender shall promptly notify the Agent whether it has determined to make a proposed Advance and the Agent shall promptly thereafter notify make the proceeds thereof available to Administrative Borrower whether the Conduit Lender has determined to make such Advance. If the Conduit Lender has declined to make such proposed Advance, the Agent shall promptly send notice of the proposed borrowing to all of the Secondary Lenders concurrently by telecopier, telex or cable specifying the Borrowing Date for such borrowing, each Secondary Lender’s Percentage multiplied by the Requested Amount and whether the Yield for such Advance is calculated based on the Eurodollar Rate or the Alternate Base Rate. On each Borrowing Dateapplicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative Borrower's Designated Account; provided, the Conduit Lender or the Secondary Lenders shallhowever, that, subject to the terms provisions of Section 2.3(i), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date. Unless Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least 1 Business Day prior to the date of this Agreementsuch Borrowing, that such Lender will not make available as and when required hereunder to Agent for the account of Borrowers the amount of that Lender's Pro Rata Share of the Borrowing, Agent may assume that each Lender has made or will make such amount available to Agent in immediately available funds on the Funding Date and Agent may (but shall not be so required), in reliance upon such assumption, make available to Borrowers on such date a corresponding amount. If and to the Borrower extent any Lender shall not have made its full amount available to Agent in immediately available funds and Agent in such circumstances has made available to Borrowers such amount, that Lender shall on the Business Day following such Funding Date make such amount available to Agent, together with interest at the Borrower’s Account Advances in an Defaulting Lender Rate for each day during such period. A notice submitted by Agent to any Lender with respect to amounts owing under this subsection shall be conclusive, absent manifest error. If such amount is so made available, such payment to Agent shall constitute such Lender's Advance on the date of Borrowing for all purposes of this Agreement. If such amount is not made available to Agent on the Business Day following the Funding Date, Agent will notify Administrative Borrower of such failure to fund and, upon demand by Agent, Borrowers shall pay such amount to Agent for Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Requested Amount in immediately available fundsinterest rate applicable at the time to the Advances composing such Borrowing. To the extent not covered by Section 2.08, the Borrower shall indemnify the Conduit Lender, each Secondary Lender and the Agent against any loss or expense incurred by them as a result The failure of any failure by the Borrower Lender to accept make any Advance requested in a Notice on any Funding Date shall not relieve any other Lender of Borrowing or as a result of the failure of the Borrower any obligation hereunder to receive any make an Advance requested in a Notice of Borrowing as a result of on such Funding Date, but no Lender shall be responsible for the failure of any condition precedent other Lender to make the making of such Advance to be satisfiedmade by such other Lender on any Funding Date. Agent shall not be obligated to transfer to a Defaulting Lender any payments made by Borrowers to Agent for the Defaulting Lender's benefit, includingand, without limitationin the absence of such transfer to the Defaulting Lender, Agent shall transfer any loss or expense incurred by reason such payments to each other non-Defaulting Lender member of the liquidation Lender Group ratably in accordance with their Commitments (but only to the extent that such Defaulting Lender's Advance was funded by the other members of the Lender Group) or, if so directed by Administrative Borrower and if no Default or reemployment Event of funds acquired Default had occurred and is continuing (and to the extent such Defaulting Lender's Advance was not funded by the Lender Group), retain same to be re-advanced to Borrowers as if such Defaulting Lender had made Advances to Borrowers. Subject to the foregoing, Agent may hold and, in its Permitted Discretion, re-lend to Borrowers for the account of such Defaulting Lender the amount of all such payments received and retained by it for the account of such Defaulting Lender. Solely for the purposes of voting or requested consenting to matters with respect to the Loan Documents, such Defaulting Lender shall be deemed not to be a "Lender" and such Lender's Commitment shall be deemed to be zero. This Section shall remain effective with respect to such Lender until (x) the Obligations under this Agreement shall have been declared or shall have become immediately due and payable, (y) the non-Defaulting Lenders, Agent, and Administrative Borrower shall have waived such Defaulting Lender's default in writing, or (z) the Defaulting Lender makes its Pro Rata Share of the applicable Advance and pays to Agent all amounts owing by Defaulting Lender in respect thereof. The operation of this Section shall not be construed to increase or otherwise affect the Commitment of any Lender, to relieve or excuse the performance by such Defaulting Lender or any other Lender of its duties and obligations hereunder, or to relieve or excuse the performance by Borrowers of their duties and obligations hereunder to Agent or to the Lenders other than such Defaulting Lender. Any such failure to fund by any Defaulting Lender shall constitute a material breach by such AdvanceDefaulting Lender of this Agreement and shall entitle Administrative Borrower at its option, upon written notice to Agent, to arrange for a substitute Lender to assume the Commitment of such Defaulting Lender, such substitute Lender to be acceptable to Agent. In connection with the arrangement of such a substitute Lender, the Defaulting Lender shall have no right to refuse to be replaced hereunder, and agrees to execute and deliver a completed form of Assignment and Acceptance Agreement in favor of the substitute Lender (and agrees that it shall be deemed to have executed and delivered such document if it fails to do so) subject only to being repaid its share of the outstanding Obligations (other than Bank Product Obligations) (including an assumption of its Pro Rata Share of the Risk Participation Liability) without any premium or penalty of any kind whatsoever; provided further, however, that any such assumption of the Commitment of such Defaulting Lender shall not be deemed to constitute a waiver of any of the Lender Groups' or Borrowers' rights or remedies against any such Defaulting Lender arising out of or in relation to such failure to fund.

Making of Advances. The Borrower shall give the Agent written notice (which notice a) Each Facility Advance shall be irrevocable and effective only upon receipt made by the AgentInitial Liquidity Facility Provider, in accordance with the provisions of Section 3.14(a) of each request for an Advance (each such request a “Notice of Borrowing”) not later than 12:00 noon (New York City time) on the day which is two (2) Business Days prior Indenture, upon delivery to the proposed borrowing date, which notice shall specify (i) the proposed borrowing date therefor (each such date, Initial Liquidity Facility Provider of a “Borrowing Date”), written and (ii) the aggregate principal amount of the proposed borrowing (the “Requested Amount”). Any such completed Notice of Borrowing shall be in substantially in the form of Exhibit B hereto, dated the date such request is being madeXxxxx X, signed by a Responsible Officer of the Borrower and otherwise appropriately completedAdministrative Agent. The Requested Initial Liquidity Facility Provider will make a Facility Advance in respect of any Payment Date only if there are one or more Shortfalls on such Payment Date. The amount of the Facility Advance will be the lesser of such Shortfalls on such Payment Date and the Available Amount specified in any Notice or Borrowing at such time. Each Facility Advance shall be at least $1,000,000 deposited in the Initial Liquidity Payment Account, as provided in Sections 3.01(k) and 3.14(b) of the Indenture. The Initial Liquidity Facility Provider shall not be obligated to make Facility Advances after the Termination Date. Each Facility Advance made hereunder shall automatically reduce the Available Amount and the amount available to be borrowed hereunder by subsequent Advances by the amount of such Facility Advance (subject to reinstatement as provided in integral multiples of $100,000 in excess thereofthe next sentence). During the period prior Subject to the Lender Termination Dateprovisions of Section 3.14(g) of the Indenture, upon repayment to the Initial Liquidity Facility Provider in full or in part of the amount of any Facility Advance made pursuant to this Section 2.02(a), together with accrued interest thereon (as provided herein), the Conduit Lender Available Amount shall promptly notify be reinstated by an amount equal to the Agent whether it has determined amount of such Facility Advance so repaid, but not to make exceed the Maximum Facility Commitment; provided, however, that the Available Amount shall not be so reinstated at any time if (x) a proposed Liquidity Facility Event of Default shall have occurred and be continuing or (y) a Downgrade Advance, a Non-Extension Advance and or a Final Advance shall have occurred (unless, in the Agent shall promptly thereafter notify the Borrower whether the Conduit Lender has determined to make such Advance. If the Conduit Lender has declined to make such proposed case of a Downgrade Advance, the Liquidity Facility has ceased to be a Downgraded Facility). - 17 - (b) Subject to Section 2.10, a Non-Extension Advance shall be made by the Initial Liquidity Facility Provider if the Liquidity Facility is not extended in accordance with Section 2.10 (unless a Replacement Liquidity Facility to replace this Agreement shall have been delivered to the Administrative Agent as contemplated, and within the time period specified, by Section 2.10), in accordance with the provisions of Section 3.14(d) of the Indenture, upon delivery to the Initial Liquidity Facility Provider of a written and completed Notice of Borrowing in substantially the form of ANNEX II, signed by a Responsible Officer of the Administrative Agent. The amount of the Non-Extension Advance shall promptly send be equal to the Available Amount at the time of delivery, and shall be used to fund the Liquidity Facility Reserve Account in accordance with Sections 3.14(d) and 3.14(f) of the Indenture. (c) Upon the occurrence of a Downgrade Event (a) the Initial Liquidity Facility Provider agrees to provide a notice of the proposed borrowing to all such occurrence in accordance with Section 3.14(c) of the Secondary Lenders concurrently Indenture and (b) the Initial Liquidity Facility Provider or the Administrative Agent, on behalf of the Borrower, may request (in writing) that the Initial Liquidity Facility be replaced by telecopiera Replacement Liquidity Facility pursuant to Section 3.14(e)(ii) of the Indenture. Following the occurrence of a Downgrade Event, telex if the Initial Liquidity Facility is not replaced with a Replacement Liquidity Facility within a period (the “Downgrade Period”) beginning on the Downgrade Date and ending 60 days after the Downgrade Date (or cable specifying if such 60th day is not a Business Day, on the Borrowing Date for immediately preceding Business Day) but not later than the then applicable Expiry Date, and if the Initial Liquidity Facility Provider does not obtain a Rating Agency Confirmation to the effect that such borrowingDowngrade Event will not cause the downgrading, each Secondary Lender’s Percentage multiplied withdrawal or suspension of the ratings of the Specified Series during such Downgrade Period, the Initial Liquidity Facility shall become a “Downgraded Facility” on the last day of the Downgrade Period and a Downgrade Advance shall be made by the Requested Amount and whether Initial Liquidity Facility Provider, in accordance with the Yield for such Advance is calculated based on provisions of Section 3.14(c) of the Eurodollar Rate or the Alternate Base Rate. On each Borrowing DateIndenture, the Conduit Lender or the Secondary Lenders shall, subject upon delivery to the terms Initial Liquidity Facility Provider of a written and conditions completed Notice of this AgreementBorrowing in substantially the form of ANNEX III, make available to signed by a Responsible Officer of the Borrower at the Borrower’s Account Advances Administrative Agent, in an amount equal to the Requested Available Amount at the time of delivery, and shall be used to fund the Liquidity Facility Reserve Account in accordance with Sections 3.14(c) and 3.14(f) of the Indenture. (d) So long as the Termination Date has not occurred, a Final Advance shall be made by the Initial Liquidity Facility Provider following the receipt by the Administrative Agent of a Termination Notice from the Initial Liquidity Facility Provider pursuant to Section 6.01, in accordance with the provisions of Section 3.14(i) of the Indenture, upon delivery to the Initial Liquidity Facility Provider of a written and completed Notice of Borrowing in substantially the form of ANNEX IV, signed by the Administrative Agent, in an amount equal to the Available Amount at the time of delivery, and shall be used to fund the Liquidity Facility Reserve Account (in accordance with Sections 3.14(i) and 3.14(f) of the Indenture). (e) Each Borrowing shall be made by notice in writing (a “Notice of Borrowing”) in substantially the form required by Section 2.02(a), 2.02(b), 2.02(c) or 2.02(d), as the case may be, given to the Initial Liquidity Facility Provider by the Administrative Agent on behalf of the Borrower, at least three (3) Business Days prior to the day on which the Borrowing is to be made available to the Administrative Agent. If a Notice of Borrowing is delivered by the Administrative Agent in respect of any Borrowing no later than 6 p.m. (New York time) on a Business Day, upon satisfaction of the conditions precedent set forth in Section 4.02 with respect to a requested - 18 - Borrowing, the Initial Liquidity Facility Provider shall make available to the Administrative Agent, in accordance with its payment instructions, the amount of such Borrowing in Dollars and immediately available funds, before 12 noon (New York time) on the third Business Day next following the day of receipt of such Notice of Borrowing or on such later Business Day specified by the Administrative Agent in such Notice of Borrowing. To If a Notice of Borrowing is delivered by the extent not covered by Administrative Agent in respect of any Borrowing after 6 p.m. (New York time) on a Business Day, upon satisfaction of the conditions precedent set forth in Section 2.084.02 with respect to a requested Borrowing, the Borrower Initial Liquidity Facility Provider shall indemnify make available to the Conduit LenderAdministrative Agent, each Secondary Lender in accordance with its payment instructions, the amount of such Borrowing in Dollars and immediately available funds, before 12 noon (New York time) on the Agent against any loss fourth Business Day next following the day of receipt of such Notice of Borrowing or expense incurred by them as a result of any failure on such later Business Day specified by the Borrower Administrative Agent in such Notice of Borrowing. Payments of proceeds of a Borrowing shall be made by wire transfer of immediately available funds to accept the account or accounts specified in the applicable Notice of Borrowing in accordance with such wire transfer instructions as shall be specified in such Notice of Borrowing for such purpose. Each Notice of Borrowing shall be irrevocable and binding on the Administrative Agent. Each Notice of Borrowing shall be effective upon delivery of a copy thereof to the Initial Liquidity Facility Provider at the address and in the manner specified in Section 7.02 hereof. (f) Upon the making of any Advance requested pursuant to a Notice of Borrowing in accordance with the Administrative Agent’s payment instructions, the Initial Liquidity Facility Provider shall be fully discharged of its obligation hereunder with respect to such Notice of Borrowing, and the Initial Liquidity Facility Provider shall not thereafter be obligated to make any further Advances available hereunder in respect of such Notice of Borrowing to the Administrative Agent or to any other Person (including the Trustee or any holder of a Note in a Specified Series). If the Initial Liquidity Facility Provider makes an Advance requested pursuant to a Notice of Borrowing before 6 p.m. (New York time) on the third Business Day (or fourth Business Day, as applicable) after the date of receipt of the Notice of Borrowing in accordance with Section 2.02(e), the Initial Liquidity Facility Provider shall have fully discharged its obligations hereunder with respect to such Advance and an event of default shall not have occurred hereunder. Following the making of any Advance pursuant to Section 2.02(b), 2.02(c) or 2.02(d) to fund the Liquidity Facility Reserve Account, the Initial Liquidity Facility Provider shall have no interest in or rights to the Liquidity Facility Reserve Account, such Advance or any other amounts from time to time on deposit in the Liquidity Facility Reserve Account; provided that the foregoing shall not affect or impair the obligations of the Administrative Agent to make the distributions contemplated by Section 3.14(f) of the Indenture on behalf of the Borrower, and provided further, that the foregoing shall not affect or impair the rights of the Initial Liquidity Facility Provider to provide written instructions with respect to the investment and reinvestment of amounts in the Liquidity Facility Reserve Account to the extent provided in Section 3.02 of the Indenture. By paying to the account or accounts specified by the Administrative Agent in a Notice of Borrowing the proceeds of Advances requested by the Administrative Agent in accordance with the provisions of this Agreement, the Initial Liquidity Facility Provider makes no representation as to, and assumes no responsibility for, the correctness or as a result sufficiency for any purpose of the failure amount of the Borrower to receive any Advance requested in a Notice of Borrowing as a result of the failure of any condition precedent to the making of such Advance to be satisfied, including, without limitation, any loss or expense incurred by reason of the liquidation or reemployment of funds acquired or requested to fund such AdvanceAdvances so made and requested. Section 2.03.

Making of Advances. (a) The Borrower shall give the Agent written notice (which notice shall be irrevocable and effective only upon receipt by the Agent) of each request for an Advance (each such request a “"Notice of Borrowing”") not later than 12:00 noon (New York City time) on the day which is two three (23) Business Days prior to the proposed borrowing date, which notice shall specify (i) the proposed borrowing date therefor (each such date, a “"Borrowing Date”"), and (ii) the aggregate principal amount of the proposed borrowing (the “Requested Amount”)Advance. Any such Notice of Borrowing shall be substantially in the form of Exhibit B hereto, dated the date such request is being made, signed by a Responsible Officer of the Borrower and otherwise appropriately completed. The Requested Amount specified in any Notice or Borrowing Each Advance shall be in a principal amount of at least $1,000,000 and in integral multiples of $100,000 1,000,000 in excess thereof. During the period prior to the Lender Termination Date, the Conduit Lender CRC shall promptly notify the Agent whether it has determined to make a proposed Advance and the Agent shall promptly thereafter notify the Borrower whether the Conduit Lender CRC has determined to make such Advance. If the Conduit Lender CRC has declined determined not to make such a proposed AdvanceAdvance or if the Lender Termination Date has occurred prior to the Secondary Lender Termination Date, the Agent shall promptly send notice of the proposed borrowing Advance to all of the Secondary Lenders concurrently by telecopier, telex or cable specifying the Borrowing Date for such borrowingAdvance, each Secondary Lender’s 's Percentage multiplied by the Requested Amount principal amount of such Advance and whether the Yield for such Advance is calculated based on the Eurodollar Rate or the Alternate Base Rate. On each any Borrowing Date, the Conduit Lender Date CRC or the Secondary Lenders shall, subject to the terms and conditions of this Agreement, make available to the Borrower at the Borrower’s 's Account Advances in an the principal amount equal to of the Requested Amount requested Advance in immediately available funds. To the extent not covered by Section 2.08, the Borrower shall indemnify the Conduit LenderCRC, each Secondary Lender and the Agent against any loss or expense incurred by them as a result of any failure by the Borrower to accept any Advance requested in a Notice of Borrowing or as a result of the failure of the Borrower to receive any Advance requested in a Notice of Borrowing as a result of the failure of any condition precedent to the making of such Advance to be satisfied, including, without limitation, any loss or expense incurred by reason of the liquidation or reemployment of funds acquired or requested to fund such Advance.

Making of Advances. (a) The Borrower shall give the Agent written notice (which notice shall be irrevocable and effective only upon receipt by the Agent) of each request for an Advance (each such request a “"Notice of Borrowing”") not later than 12:00 noon 2:00 p.m. (New York City time) on the day which is two three (23) Business Days prior to the proposed borrowing date, which notice shall specify (i) the proposed borrowing date therefor (each such date, a “"Borrowing Date”"), and (ii) the aggregate principal amount of the proposed borrowing (the “Requested Amount”)Advance. Any such Notice of Borrowing shall be substantially in the form of Exhibit B hereto, dated the date such request is being made, signed by a Responsible Officer of the Borrower and otherwise appropriately completed. The Requested Amount specified in any Notice or Borrowing Each Advance shall be in a principal amount of at least $1,000,000 and in integral multiples of $100,000 1,000,000 in excess thereof. During the period prior to the Lender Termination Date, the Conduit Lender CRC shall promptly notify the Agent whether it has determined to make a proposed Advance and the Agent shall promptly thereafter notify the Borrower whether the Conduit Lender CRC has determined to make such Advance. If the Conduit Lender CRC has declined determined not to make such a proposed AdvanceAdvance or if the Lender Termination Date has occurred prior to the Secondary Lender Termination Date, the Agent shall promptly send notice of the proposed borrowing Advance to all of the Secondary Lenders concurrently by telecopier, telex or cable specifying the Borrowing Date for such borrowingAdvance, each Secondary Lender’s 's Percentage multiplied by the Requested Amount principal amount of such Advance and whether the Yield for such Advance is calculated based on the Eurodollar Rate or the Alternate Base Rate. On each any Borrowing Date, Date the Conduit Lender or the Secondary Lenders shall, subject to the terms and conditions of this AgreementAgreement and not later than the close of business on such Borrowing Date, make available to the Borrower at the Borrower’s 's Account Advances in an the principal amount equal to of the Requested Amount requested Advance in immediately available funds. To the extent not covered by Section 2.08, the Borrower shall indemnify the Conduit LenderCRC, each Secondary Lender and the Agent against any loss or expense incurred by them as a result of any failure by the Borrower to accept any Advance requested in a Notice of Borrowing or as a result of the failure of the Borrower to receive any Advance requested in a Notice of Borrowing as a result of the failure of any condition precedent to the making of such Advance to be satisfied, including, without limitation, any loss or expense incurred by reason of the liquidation or reemployment of funds acquired or requested to fund such Advance.

Making of Advances. The Borrower If the Borrowers desire to make a Borrowing under this Agreement, they shall give the Agent Lender a written notice (each, a “Notice of Borrowing”) for such Borrowing (which notice shall be irrevocable and effective only upon receipt by the Agent) of each request for an Advance (each such request a “Notice of Borrowing”receipt) not later than 12:00 noon 2:00 p.m. ET at least one (New York City time) on the day which is two (21) Business Days Day prior to the proposed borrowing date, which notice shall specify (i) the proposed borrowing date therefor (each such date, a “Borrowing Date”), and (ii) the aggregate principal amount day of the proposed borrowing requested Borrowing (or such lesser period of time as the “Requested Amount”Lender may agree). Any such Each Notice of Borrowing shall be substantially in the form of Exhibit B hereto, dated the date such the request for the related Borrowing is being made, signed by a Responsible Officer of shall attach the Borrower related Senior Facility Funding Request, and shall otherwise be appropriately completed. The Requested Amount proposed Borrowing Date specified in any each Notice or of Borrowing shall be at least $1,000,000 and in integral multiples of $100,000 in excess thereof. During the period a Business Day falling on or prior to the Lender Commitment Termination Date, and the Conduit amount of the Borrowing requested in such Notice of Borrowing (the “Requested Amount”) shall be the then-applicable Advance Percentage of the related Senior Advance Amount (or, if less, the remaining unfunded Maximum Credit hereunder). The Lender shall, with respect to the Committed Amount and may, with respect to the Uncommitted Amount, not later than 4:00 p.m. ET on each Borrowing Date in respect of an Advance, make the applicable Requested Amount available to the Borrowers by disbursing such funds in Dollars to an account designated in writing by the Borrowers in the Notice of Borrowing. The Lender shall promptly notify have the Agent whether it has determined to make a proposed Advance and the Agent shall promptly thereafter notify the Borrower whether the Conduit Lender has determined to make such Advance. If the Conduit Lender has declined to make such proposed Advance, the Agent shall promptly send notice of the proposed borrowing to all of the Secondary Lenders concurrently by telecopier, telex or cable specifying the Borrowing Date for such borrowing, each Secondary Lender’s Percentage multiplied by the Requested Amount and whether the Yield for such Advance is calculated based on the Eurodollar Rate or the Alternate Base Rate. On each Borrowing Date, the Conduit Lender or the Secondary Lenders shallobligation, subject to the terms and conditions of this Agreementthe Facility Documents, to make available Advances up to the Borrower at the Borrower’s Account Committed Amount and shall have no obligation to make Advances in an amount equal with respect to the Requested Amount Uncommitted Amount, which Advances may be made in immediately available fundsthe sole discretion of Lender. To the extent not covered by Section 2.08, the Borrower All Advances hereunder shall indemnify the Conduit Lender, each Secondary Lender and the Agent against any loss or expense incurred by them as a result of any failure by the Borrower to accept any Advance requested in a Notice of Borrowing or as a result of the failure of the Borrower to receive any Advance requested in a Notice of Borrowing as a result of the failure of any condition precedent be first deemed committed up to the making of such Advance Committed Amount and then the remainder, if any, shall be deemed uncommitted up to be satisfied, including, without limitation, any loss or expense incurred by reason of the liquidation or reemployment of funds acquired or requested to fund such AdvanceUncommitted Amount.

Making of Advances. The (a Except as otherwise provided for in the LMCS Agreement, each Advance other than a Letter of Credit Request which shall be submitted in accordance with the provisions of Section 2.14 hereof, shall be made on notice given by the Borrower shall give to the Agent written notice (which notice shall be irrevocable and effective only upon receipt by the Agent) of each request for an Advance (each such request a “Notice of Borrowing”) not later than 12:00 noon (New York City Boston time) on the day which is two (2) one Business Days Day prior to the proposed borrowing date, which notice shall specify (i) the proposed borrowing date therefor (each such date, a “Borrowing Date”), and (ii) the aggregate principal amount of the proposed borrowing Borrowing (the “Requested Amount”). Any such a "Notice of Borrowing shall be Borrowing") substantially in the form of Exhibit B hereto; provided, dated the date such request is being madehowever, signed by a Responsible Officer of that (i) if the Borrower and otherwise appropriately completed. The Requested Amount specified elects a LIBOR Rate Pricing Option with respect to any Advance in any accordance with Section 2.4 hereof, such Notice or of Borrowing shall be at least $1,000,000 and in integral multiples of $100,000 in excess thereof. During the period prior to the Lender Termination Date, the Conduit Lender shall promptly notify the Agent whether it has determined to make a proposed Advance and the Agent shall promptly thereafter notify given by the Borrower whether contemporaneously with a Pricing Notice in the Conduit Lender has determined to make such Advance. If manner and within the Conduit Lender has declined to make such proposed Advancetime specified in Section 2.4, the Agent shall promptly send notice of the proposed borrowing to all of the Secondary Lenders concurrently by telecopier, telex or cable specifying the Borrowing Date for such borrowing, each Secondary Lender’s Percentage multiplied by the Requested Amount and whether the Yield for (ii) if such Advance is calculated based on the Eurodollar Rate or the Alternate Base Rate. On each a Permitted Acquisition Advance, such Notice of Borrowing Date, the Conduit Lender or the Secondary Lenders shall, subject to the terms and conditions of this Agreement, make available to shall be given by the Borrower at contemporaneously with a Certificate of Permitted Acquisition substantially in the Borrower’s Account Advances in an amount form of Exhibit C hereto and (iii) no Notice of Borrowing requesting a Permitted Acquisition Advance equal to or in excess of $20,000,000 shall be effective (and no Advance from the Requested Amount Lenders required) without the prior consent of the Agent. The Agent shall give the Lenders notice of each Notice of Borrowing in accordance with the Agent's customary practice. Each such Notice of Borrowing shall be by telephone or telecopy, in each case confirmed immediately available fundsin writing by the Borrower in substantially the form of Exhibit B hereto, specifying therein (i) the requested date of such Advance, and (ii) the amount of such Advance (which must be a minimum of $100,000). To The Borrower agrees to indemnify and hold the extent not covered Lenders harmless for any action, including the making of any Advances hereunder, or loss or expense, taken or incurred by the Agent and the Lenders in good faith reliance upon such telephone request. At the time of the initial request for an Advance made under this Section 2.082.2(a), the Borrower shall indemnify the Conduit Lender, each Secondary Lender and have provided the Agent against any loss or expense incurred by them as a result of any failure by the Borrower to accept any Advance requested in a Notice of Borrowing or as a result of the failure of the Borrower to receive any Advance requested in a Notice of Borrowing as a result of the failure of any condition precedent to the making of such Advance to be satisfied, including, without limitation, any loss or expense incurred by reason of the liquidation or reemployment of funds acquired or requested to fund such Advance.with a

Making of Advances. The Borrower shall give the Agent written notice (which notice shall be irrevocable and effective only upon receipt by the Agent) of each request for an Advance (each such request a “"Notice of Borrowing”") not later than 12:00 noon (New York City time) on the day which is two one (21) Business Days Day prior to the proposed borrowing date, which notice shall specify (i) the proposed borrowing date therefor (each such date, a “"Borrowing Date”"), and (ii) the aggregate principal amount of the proposed borrowing (the “"Requested Amount”"). Any such Notice of Borrowing shall be substantially in the form of Exhibit B hereto, dated the date such request is being made, signed by a Responsible Officer of the Borrower and otherwise appropriately completed. The Requested Amount specified in any Notice or Borrowing shall be at least $1,000,000 and in integral multiples of $100,000 in excess thereof. During the period prior to the Lender Termination Date, the Conduit Lender shall promptly notify the Agent whether it has determined to make a proposed Advance and the Agent shall promptly thereafter notify the Borrower whether the Conduit Lender has determined to make such Advance. If the Conduit Lender has declined to make such proposed Advance, the Agent shall promptly send notice of the proposed borrowing to all of the Secondary Lenders concurrently by telecopier, telex or cable specifying the Borrowing Date for such borrowing, each Secondary Lender’s 's Percentage multiplied by the Requested Amount and whether the Yield for such Advance is calculated based on the Eurodollar Rate or the Alternate Base Rate. On each Borrowing Date, the Conduit Lender or the Secondary Lenders shall, subject to the terms and conditions of this Agreement, make available to the Borrower at the Borrower’s 's Account Advances in an amount equal to the Requested Amount in immediately available funds. To the extent not covered by Section 2.08, the Borrower shall indemnify the Conduit Lender, each Secondary Lender and the Agent against any loss or expense incurred by them as a result of any failure by the Borrower to accept any Advance requested in a Notice of Borrowing or as a result of the failure of the Borrower to receive any Advance requested in a Notice of Borrowing as a result of the failure of any condition precedent to the making of such Advance to be satisfied, including, without limitation, any loss or expense incurred by reason of the liquidation or reemployment of funds acquired or requested to fund such Advance.Section

Making of Advances. (a) The Borrower shall give the each Managing Agent written notice (which notice shall be irrevocable (unless the Borrower shall have delivered a Withdrawal Notice to both Managing Agents in accordance with the provisions of this Section 2.02) and effective only upon receipt by the such Managing Agent) of each request for an Advance Advances (each such request a “"Notice of Borrowing”") not later than 12:00 noon (New York City time) on the day which is two (2) Business Days prior to the proposed borrowing date, which notice shall specify (i) the proposed borrowing date therefor (each such date, a “"Borrowing Date”"), and (ii) the aggregate principal amount of the proposed borrowing (the “"Requested Amount”"). Any such Notice of Borrowing shall be substantially in the form of Exhibit B hereto, dated the date such request is being made, signed by a Responsible Officer of the Borrower and otherwise appropriately completed. The Requested Amount specified in any Notice or Borrowing shall be at least $1,000,000 2,000,000 and in integral multiples of $100,000 1,000,000 in excess thereof. The Borrower shall not request more than two (2) borrowings in any calendar week. During the period prior to the Lender Termination Date, the each Conduit Lender shall promptly notify the its related Managing Agent whether it has determined to make a proposed an Advance in the amount of its Pro Rata Share of the Requested Amount and the such Managing Agent shall promptly thereafter notify the Borrower whether the its related Conduit Lender has determined to make such Advance. If prior to the Lender Termination Date a Conduit Lender has declined to make such proposed Advance, the related Managing Agent shall promptly send notice thereof (each such notice a "Non-Funding Notice") to the Borrower no later than 5:00 p.m. (New York City time) on the Business Day immediately preceding the proposed Borrowing Date. Upon receipt of a Non-Funding Notice from any Managing Agent, the Borrower may withdraw its Notice of Borrowing to both Managing Agents without incurring any cost, penalty, expense or other liability (including under this Section 2.02 or Section 2.08 or as a Liquidation Fee) provided that the Borrower shall have delivered to both Managing Agents written notice withdrawing such Notice of Borrowings (which notice shall be irrevocable and effective only upon receipt by the applicable Agent, and each such withdrawal notice being a "Withdrawal Notice") not later than 12:00 noon (New York City time) on such proposed Borrowing Date. If a Conduit Lender has declined to make a proposed Advance and the Borrower shall not have issued a Withdrawal Notice to both Managing Agents in accordance with the provisions of the preceding sentence, the related Managing Agent shall promptly send notice of the proposed borrowing to all each of the Related Secondary Lenders of such Conduit Lender concurrently by telecopiertelecopy, telex or cable specifying the Borrowing Date for such borrowing, each Secondary Lender’s 's Secondary Lender Percentage multiplied by the related Conduit Lender's Pro Rata Share of the Requested Amount and whether the Yield for such Advance is calculated based on the Eurodollar Rate or the Alternate Base Rate. On each Borrowing Date, the Date each Conduit Lender or the its Related Secondary Lenders shall, subject to the terms and conditions of this Agreement, make available to the Borrower at the Borrower’s 's Account Advances in an amount equal to such Conduit Lender's Pro Rata Share of the Requested Amount in immediately available funds. To the extent not covered by Section 2.08, the Borrower shall indemnify the each Conduit Lender, each Secondary Lender and the each Managing Agent against any loss or expense incurred by them as a result of any failure by the Borrower to accept any Advance requested in a Notice of Borrowing or as a result of the failure of the Borrower to receive any Advance requested in a Notice of Borrowing as a result of the failure of any condition precedent to the making of such Advance to be satisfied, including, without limitation, any loss or expense incurred by reason of the liquidation or reemployment of funds acquired or requested to fund such Advance.

Making of Advances. The Borrower shall give In the Agent written notice (which notice shall be irrevocable and effective only upon event that Swing Lender is not obligated to make a Swing Loan, then after receipt by the Agent) of each a request for an Advance (each a Borrowing pursuant to Section 2.3(a)(i), Agent shall notify the Lenders by telecopy, telephone, email, or other electronic form of transmission, of the requested Borrowing; such request a “Notice of Borrowing”) not later than 12:00 noon (New York City time) notification to be sent on the day which Business Day or U.S. Government Securities Business Day, as applicable, that is two (2A) in the case of a Base Rate Loan, at least one Business Day prior to the requested Funding Date, or (B) in the case of a LIBOR RateSOFR Loan, prior to 11:00 a.m. at least three U.S. Government Securities Business Days prior to the proposed borrowing daterequested Funding Date. If Agent has notified the Lenders of a requested Borrowing on the Business Day that is one Business Day prior to the Funding Date, which notice then each Lender shall specify make the amount of such Lxxxxx's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent's Account, not later than 10:00 a.m. on the Business Day that is the requested Funding Date. After Agent's receipt of the proceeds of such Advances from the Lenders, Agent shall make the proceeds thereof available to Borrowers on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to the Designated Account; provided, that subject to the provisions of Section 2.3(i), no Lender shall have an obligation to make any Advance, if (i1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the proposed borrowing requested Borrowing would exceed the Availability on such Funding Date. Unless Agent receives notice from a Lender prior to 9:30 a.m. on the Business Day that is the requested Funding Date relative to a requested Borrowing as to which Agent has notified the Lenders of a requested Borrowing that such Lxxxxx will not make available as and when required hereunder to Agent for the account of Borrowers the amount of that Lxxxxx's Pro Rata Share of the Borrowing, Agent may assume that each Lender has made or will make such amount available to Agent in immediately available funds on the Funding Date and Agent may (but shall not be so required), in reliance upon such assumption, make available to Borrowers a corresponding amount. If, on the requested Funding Date, any Lender shall not have remitted the full amount that it is required to make available to Agent in immediately available funds and if Agent has made available to Borrowers such amount on the requested Funding Date, then such Lender shall make the amount of such Lxxxxx's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent's Account, no later than 10:00 a.m. on the Business Day that is the first Business Day after the requested Funding Date (in which case, the interest accrued on such Lxxxxx's portion of such Borrowing for the Funding Date shall be for Agent's separate account). If any Lender shall not remit the full amount that it is required to make available to Agent in immediately available funds as and when required hereby and if Agent has made available to Borrowers such amount, then that Lender shall be obligated to immediately remit such amount to Agent, together with interest at the Defaulting Lender Rate for each day until the date therefor on which such amount is so remitted. A notice submitted by Agent to any Lender with respect to amounts owing under this Section 2.3(c)(ii) shall be conclusive, absent manifest error. If the amount that a Lender is required to remit is made available to Agent, then such payment to Agent shall constitute such Lender's Advance for all purposes of this Agreement. If such amount is not made available to Agent on the Business Day following the Funding Date, Agent will notify Administrative Borrower of such failure to fund and, upon demand by Agent, Borrowers shall pay such amount to Agent for Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Advances composing such Borrowing. Agent shall not be obligated to transfer to a Defaulting Lender any payments made by Borrowers to Agent for the Defaulting Lender's benefit, and, in the absence of such transfer to the Defaulting Lender, Agent shall transfer any such payments to each other non-Defaulting Lender member of the Lender Group ratably in accordance with their Commitments (each but only to the extent that such dateDefaulting Lender's Advance was funded by the other members of the Lender Group) or, if so directed by Administrative Borrower and if no Default or Event of Default had occurred and is continuing (and to the extent such Defaulting Lender's Advance was not funded by the Lender Group), retain same to be re-advanced to Borrowers as if such Defaulting Lxxxxx had made Advances to Borrowers. Subject to the foregoing, Agent may hold and, in its Permitted Discretion, re-lend to Borrowers for the account of such Defaulting Lender the amount of all such payments received and retained by it for the account of such Defaulting Lender. Solely for the purposes of voting or consenting to matters with respect to the Loan Documents, such Defaulting Lender shall be deemed not to be a “Borrowing Date”"Lender" and such Lender's Commitment shall be deemed to be zero. This Section shall remain effective with respect to such Lender until (x) the Obligations under this Agreement shall have been declared or shall have become immediately due and payable, (y) the non-Defaulting Lenders, Agent, and Borrowers shall have waived such Defaulting Lender's default in writing, or (z) the Defaulting Lender makes its Pro Rata Share of the applicable Advance and pays to Agent all amounts owing by Defaulting Lender in respect thereof. The operation of this Section shall not be construed to increase or otherwise affect the Commitment of any Lender, to relieve or excuse the performance by such Defaulting Lender or any other Lender of its duties and obligations hereunder, or to relieve or excuse the performance by the Loan Party of its duties and obligations hereunder to Agent or to the Lenders other than such Defaulting Lender. Any such failure to fund by any Defaulting Lender shall constitute a material breach by such Defaulting Lender of this Agreement and shall entitle Administrative Borrower at its option, upon written notice to Agent, to arrange for a substitute Lxxxxx to assume -47- the Commitment of such Defaulting Lender, such substitute Lender to be acceptable to Agent. In connection with the arrangement of such a substitute Lxxxxx, the Defaulting Lender shall have no right to refuse to be replaced hereunder, and agrees to execute and deliver a completed form of Assignment and Acceptance Agreement in favor of the substitute Lxxxxx (and agrees that it shall be deemed to have executed and delivered such document if it fails to do so) subject only to being repaid its share of the outstanding Obligations (other than Bank Product Obligations) (including an assumption of its Pro Rata Share of the Risk Participation Liability) without any premium or penalty of any kind whatsoever; provided further, however, that any such assumption of the Commitment of such Defaulting Lender shall not be deemed to constitute a waiver of any of the Lender Groups' or Loan Parties' rights or remedies against any such Defaulting Lender arising out of or in relation to such failure to fund. If any Swing Loan or Letter of Credit is outstanding at the time that a Lender becomes a Defaulting Lender then: such Defaulting Lender's Swing Loan Exposure and Letter of Credit Exposure shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Shares but only to the extent (x) the sum of all Non-Defaulting Lenders' Pro Rata Share of Revolver Usage plus such Defaulting Lender's Swing Loan Exposure and Letter of Credit Exposure does not exceed the total of all Non-Defaulting Lenders' Revolver Commitments and (y) the conditions set forth in Section 3 are satisfied at such time; if the reallocation described in clause (A) above cannot, or can only partially, be effected, Borrowers shall within one Business Day following notice by the Agent (x) first, prepay such Defaulting Lender's Swing Loan Exposure (after giving effect to any partial reallocation pursuant to clause (A) above), and (iiy) second, cash collateralize such Defaulting Lender's Letter of Credit Exposure (after giving effect to any partial reallocation pursuant to clause (A) above), pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Agent, for so long as such Letter of Credit Exposure is outstanding; provided, that Borrowers shall not be obligated to cash collateralize any Defaulting Lender's Letter of Credit Exposure if such Defaulting Lender is also Issuing Bank; Borrowers shall not be required to pay any Letter of Credit Fees to Agent for the account of any Defaulting Lender pursuant to Section 2.6(b) during the period such Lender is a Defaulting Lender; to the extent the Letter of Credit Exposure of the Non-Defaulting Lenders is reallocated pursuant to this Section 2.3(c)(iv), then the Letter of Credit Fees payable to the Non-Defaulting Lenders pursuant to Section 2.6(b) shall be adjusted in accordance with such Non-Defaulting Lenders' Letter of Credit Exposure; so long as any Lender is a Defaulting Lender, the Swing Lender shall not be required to make any Swing Loan and Issuing Bank shall not be required to issue, amend, or increase any Letter of Credit, in each case, to the extent (x) the aggregate principal amount Defaulting Lender's Pro Rata Share of such Swing Loans or Letter of Credit cannot be reallocated pursuant to this Section 2.3(c)(iv), (y) the proposed borrowing Swing Lender or Issuing Bank, as applicable, has not otherwise entered into arrangements reasonably satisfactory to the Swing Lender or Issuing Bank, as applicable, and Borrowers to eliminate the Swing Lender's or Issuing Bank's risk with respect to the Defaulting Lender's participation in Swing Loans or Letters of Credit or (z) in the “Requested Amount”case of Letters of Credit, Borrowers have not cash collateralized such Defaulting Lender's Letter of Credit Exposure; and Agent may release any cash collateral provided by Borrowers pursuant to this Section 2.3(c)(iv) to Issuing Bank and Issuing Bank may apply any such cash collateral to the payment of such Defaulting Lender's Pro Rata Share of any Letter of Credit Disbursement that is not reimbursed by Borrowers pursuant to Section 2.11(d). Any such Notice Subject to Section 17.1417.13, no reallocation hereunder shall constitute a waiver or release of Borrowing shall be substantially in the form any claim of Exhibit B heretoany party hereunder against a Defaulting Lender arising from that Lxxxxx having become a Defaulting Lxxxxx, dated the date such request is being made, signed by including any claim of a Responsible Officer of the Borrower and otherwise appropriately completed. The Requested Amount specified in any Notice or Borrowing shall be at least $1,000,000 and in integral multiples of $100,000 in excess thereof. During the period prior to the Non-Defaulting Lender Termination Date, the Conduit Lender shall promptly notify the Agent whether it has determined to make a proposed Advance and the Agent shall promptly thereafter notify the Borrower whether the Conduit Lender has determined to make such Advance. If the Conduit Lender has declined to make such proposed Advance, the Agent shall promptly send notice of the proposed borrowing to all of the Secondary Lenders concurrently by telecopier, telex or cable specifying the Borrowing Date for such borrowing, each Secondary Lender’s Percentage multiplied by the Requested Amount and whether the Yield for such Advance is calculated based on the Eurodollar Rate or the Alternate Base Rate. On each Borrowing Date, the Conduit Lender or the Secondary Lenders shall, subject to the terms and conditions of this Agreement, make available to the Borrower at the Borrower’s Account Advances in an amount equal to the Requested Amount in immediately available funds. To the extent not covered by Section 2.08, the Borrower shall indemnify the Conduit Lender, each Secondary Lender and the Agent against any loss or expense incurred by them as a result of any failure by the Borrower to accept any Advance requested in a Notice of Borrowing or as a result of the failure of the Borrower to receive any Advance requested in a Notice of Borrowing as a result of the failure of any condition precedent to the making of such Advance to be satisfied, including, without limitation, any loss or expense incurred by reason of the liquidation or reemployment of funds acquired or requested to fund Non-Defaulting Lxxxxx's increased exposure following such Advancereallocation.

Making of Advances. The Borrower shall give the Agent written notice (which notice a) Each Facility Advance shall be irrevocable and effective only upon receipt made by the AgentInitial Liquidity Facility Provider, in accordance with the provisions of Section 3.14(a) of each request for an Advance (each such request a “Notice of Borrowing”) not later than 12:00 noon (New York City time) on the day which is two (2) Business Days prior Indenture, upon delivery to the proposed borrowing date, which notice shall specify (i) the proposed borrowing date therefor (each such date, Initial Liquidity Facility Provider of a “Borrowing Date”), written and (ii) the aggregate principal amount of the proposed borrowing (the “Requested Amount”). Any such completed Notice of Borrowing shall be in substantially in the form of Exhibit B hereto, dated the date such request is being madeAnnex I, signed by a Responsible Officer of the Borrower and otherwise appropriately completedAdministrative Agent. The Requested Initial Liquidity Facility Provider will make a Facility Advance in respect of any Payment Date only if there are one or more Shortfalls on such Payment Date. The amount of the Facility Advance will be the lesser of such Shortfalls on such Payment Date and the Available Amount specified in any Notice or Borrowing at such time. Each Facility Advance shall be at least $1,000,000 deposited in the Initial Liquidity Payment Account, as provided in Sections 3.01(k) and 3.14(b) of the Indenture. The Initial Liquidity Facility Provider shall not be obligated to make Facility Advances after the Termination Date. Each Facility Advance made hereunder shall automatically reduce the Available Amount and the amount available to be borrowed hereunder by subsequent Advances by the amount of such Facility Advance (subject to reinstatement as provided in integral multiples of $100,000 in excess thereofthe next sentence). During the period prior Subject to the Lender Termination Dateprovisions of Section 3.14(g) of the Indenture, upon repayment to the Initial Liquidity Facility Provider in full or in part of the amount of any Facility Advance made pursuant to this Section 2.02(a), together with accrued interest thereon (as provided herein), the Conduit Lender Available Amount shall promptly notify the Agent whether it has determined to make a proposed Advance and the Agent shall promptly thereafter notify the Borrower whether the Conduit Lender has determined to make such Advance. If the Conduit Lender has declined to make such proposed Advance, the Agent shall promptly send notice of the proposed borrowing to all of the Secondary Lenders concurrently be reinstated by telecopier, telex or cable specifying the Borrowing Date for such borrowing, each Secondary Lender’s Percentage multiplied by the Requested Amount and whether the Yield for such Advance is calculated based on the Eurodollar Rate or the Alternate Base Rate. On each Borrowing Date, the Conduit Lender or the Secondary Lenders shall, subject to the terms and conditions of this Agreement, make available to the Borrower at the Borrower’s Account Advances in an amount equal to the Requested amount of such Facility Advance so repaid, but not to exceed the Maximum Facility Commitment; provided, however, that the Available Amount shall not be so reinstated at any time if (x) a Liquidity Facility Event of Default shall have occurred and be continuing or (y) a Downgrade Advance, a Non-Extension Advance or a Final Advance shall have occurred (unless, in immediately available funds. To the extent not covered by Section 2.08case of a Downgrade Advance, the Borrower shall indemnify the Conduit Lender, each Secondary Lender and the Agent against any loss or expense incurred by them as a result of any failure by the Borrower to accept any Advance requested in a Notice of Borrowing or as a result of the failure of the Borrower to receive any Advance requested in a Notice of Borrowing as a result of the failure of any condition precedent to the making of such Advance Liquidity Facility has ceased to be satisfied, including, without limitation, any loss or expense incurred by reason a Downgraded Facility). 12 [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the liquidation or reemployment of funds acquired or requested to fund such AdvanceSecurities and Exchange Commission.

Making of Advances. The Borrower shall give the Agent written notice (which notice shall be irrevocable (unless the Borrower shall have delivered a Withdrawal Notice to the Agent in accordance with the provisions of this Section 2.02) and effective only upon receipt by the Agent) of each request for an Advance (each such request a “Notice of Borrowing”) not later than 12:00 noon (New York City time) on the day which is two one (21) Business Days Day prior to the proposed borrowing date, which notice shall specify (i) the proposed borrowing date therefor (each such date, a “Borrowing Date”), and (ii) the aggregate principal amount of the proposed borrowing (the “Requested Amount”)Advance. Any such Notice of Borrowing shall be substantially in the form of Exhibit B hereto, dated the date such request is being made, signed by a Responsible Officer of the Borrower and otherwise appropriately completed. The Requested Amount specified in any , and each Advance requested under such Notice or of Borrowing (together with all other advances requested pursuant to such Notice of Borrowing) shall be in a principal amount of at least $1,000,000 and in integral multiples of $100,000 in excess thereof. During the period prior to the Lender Termination Date, the each Conduit Lender shall promptly notify the Agent whether it has determined to make a proposed Advance Advance, and the Agent shall promptly thereafter notify the Borrower whether any of the Conduit Lender has Lenders have determined to make such Advance. If the Conduit Lender has declined Lenders have determined not to make a proposed Advance, the Agent shall promptly send notice thereof (each such notice a “Non-Funding Notice”) to the Borrower by telecopier, telex or cable not later than 9:00 a.m. (New York City time) on the proposed Borrowing Date. Upon receipt of a Non-Funding Notice, the Borrower may withdraw its Notice of Borrowing without incurring any expenses under Section 2.08 only so long as the Borrower shall have delivered to the Agent written notice withdrawing such Notice of Borrowing (which notice shall be irrevocable and effective only upon receipt by the Agent, and each such withdrawal notice being a “Withdrawal Notice”) within three (3) hours following its receipt of such Non-Funding Notice (which three hours shall not include any period after 5:00 p.m. (New York City time) on any Business Day and prior to 8:00 a.m. (New York City time) on the next succeeding Business Day), and in any event not later than 12:00 noon (New York City time) on such proposed AdvanceBorrowing Date. If the Conduit Lenders have determined not to make a proposed Advance and the Borrower shall not have issued a Withdrawal Notice in accordance with the provisions of the preceding sentence, the Agent shall promptly send notice of the proposed borrowing Advance to all of the Secondary Lenders concurrently by telecopier, telex or cable specifying (1) the Borrowing Date for such borrowingAdvance, (2) each Secondary Lender’s Percentage multiplied by the Requested Amount principal amount of such Advance, and (3) whether the Yield for such Advance is calculated based on the Eurodollar Rate or the Alternate Base Rate. On each any Borrowing Date, Date the applicable Conduit Lender Lenders or the Secondary Lenders shall, subject to the terms and conditions of this Agreement, make available to the Borrower at the Borrower’s Account Advances in an the principal amount equal to of the Requested Amount requested Advance in immediately available funds. To the extent not covered by Section 2.08, the Borrower shall indemnify the Conduit Lender, each Secondary Lender and the Agent against any loss or expense incurred by them as a result of any failure by the Borrower to accept any Advance requested in a Notice of Borrowing or as a result of the failure of the Borrower to receive any Advance requested in a Notice of Borrowing as a result of the failure of any condition precedent to the making of such Advance to be satisfied, including, without limitation, any loss or expense incurred by reason of the liquidation or reemployment of funds acquired or requested to fund such Advanceno later than 4:00 p.m. (New York City time).

Making of Advances. The If the Borrower desires to receive a borrowing under this Agreement it shall (i) give the Program Agent written notice (which each such notice shall be irrevocable and effective only upon receipt by the Agenta "Preliminary Borrowing Notice") of each request for an Advance (each such request a “Notice of Borrowing”) desire not later than 12:00 noon 11:00 a.m. (New York City Chicago time) on the day which is two (2) Business Days prior to Day immediately preceding the proposed borrowing datedate of such borrowing, which notice shall specify (ix) the proposed borrowing date therefor which shall be a Business Day (each such date, a “"Borrowing Date”"), and (iiy) the aggregate principal amount of the proposed borrowing (the “"Requested Amount”"). Any , and (ii) no later than 7:00 a.m. (Chicago time) on the Borrowing Date specified in the related Preliminary Borrowing Notice, confirm its desire to receive a borrowing on such Notice of Borrowing shall be Date by giving the Program Agent a final borrowing notice in substantially in the form of Exhibit B hereto, dated the date hereto (each such request is being made, notice a "Notice of Borrowing") which shall be signed by a Responsible Officer of the Borrower and shall specify the Borrowing Date, the Requested Amount specified in the related Preliminary Borrowing Notice, whether such Advance shall be used for Short-Term Purposes or Leverage Purposes and shall otherwise be appropriately completed. Each Notice of Borrowing shall be irrevocable upon receipt by the Program Agent. If the Borrower fails to deliver a Notice of Borrowing in accordance with this Section 2.02 its Preliminary Borrowing Notice shall be deemed to be revoked by the Borrower without incurring any costs, penalties, expenses or other liability (including, without limitation, under this Section 2.02 or Section 2.08 or as a Liquidation Fee). The Requested Amount specified in any Notice or of Borrowing shall be at least $1,000,000 3,000,000 and in integral multiples of $100,000 in excess thereof. The Borrower shall not request more than two (2) borrowings in any calendar week. During the period prior to the Lender Termination Date, the each Conduit Lender shall promptly notify the Program Agent whether it has determined to make a proposed an Advance and the Agent shall promptly thereafter notify the Borrower whether the Conduit Lender if it has determined decided to make an Advance, such Advancenotice shall specify the principal amount thereof. If the Conduit Lender has Lenders have declined to make such a proposed AdvanceAdvance in the full Requested Amount, the Program Agent shall promptly send notice of the proposed borrowing to all each of the Secondary Lenders concurrently by telecopier, telex or cable specifying the Borrowing Date for such borrowing, each Secondary Lender’s 's Secondary Lender Percentage multiplied by of the Requested Amount and whether the Yield for such Advance is calculated based on the Eurodollar Rate or the Alternate Base Rate. On Provided that the Borrower has delivered a Preliminary Borrowing Notice and a Notice of Borrowing in accordance with this Section 2.02, on each Borrowing Date, Date the Conduit Lender Lenders or the Secondary Lenders shall, subject to the terms and conditions of this Agreement, make available to the Borrower at the Borrower’s 's Account (or such other account specified in the applicable Notice of Borrowing) Advances in an amount equal to the Requested Amount in immediately available funds. To the extent not covered by Section 2.08, the Borrower shall indemnify the each Conduit Lender, each Secondary Lender and the Program Agent against any loss or expense incurred by them as a result of any failure by the Borrower to accept any Advance requested in a Notice of Borrowing or as a result of the failure of the Borrower to receive any Advance requested in a Notice of Borrowing as a result of the failure of any condition precedent to the making of such Advance to be satisfied, including, without limitation, any loss or expense incurred by reason of the liquidation or reemployment of funds acquired or requested to fund such Advance.

Making of Advances. (a) The Borrower shall give the Agent written notice (which notice shall be irrevocable and effective only upon receipt by the Agent) of each request for an Advance a borrowing (each such request a “Notice of Borrowing”) not later than 12:00 noon (New York City time) on the day which is two (2) Business Days prior to the proposed borrowing date, which notice shall specify (i) the proposed borrowing date therefor (each such date, a “Borrowing Date”), and (ii) the aggregate principal amount of the proposed borrowing (the “Requested Amount”). Any such Notice of Borrowing shall be substantially in the form of Exhibit B hereto, dated the date such request is being made, signed by a Responsible Officer of the Borrower and otherwise appropriately completed. The Requested Amount specified in any Notice or Borrowing shall be in a principal amount of at least $1,000,000 5,000,000 and in integral multiples of $100,000 in excess e xcess thereof. During the period prior to the Lender Termination Date, the each Conduit Lender shall promptly notify the Agent whether it has determined to make a proposed Advance and, if so the principal amount of such Advance and the Agent shall promptly thereafter notify the Borrower whether (i) if the full amount of the Requested Amount will not be made by the Conduit Lender has determined Lenders, and (ii) of the principal amount, if any, of the Advance to make such Advancebe made by each Conduit Lender. If the Conduit Lender has declined Lenders have determined not to make such proposed Advancethe Advances in a principal amount equal to the full Requested Amount, the Agent shall promptly send notice of the proposed borrowing to all of the Secondary Lenders concurrently by telecopier, telex or cable specifying the Borrowing Date for such borrowing, each Secondary Lender’s Percentage multiplied by the Requested Amount not funded by the Conduit Lenders and whether the Yield for such Advance is Advances shall be calculated based on the Eurodollar Rate or the Alternate Base Rate. On each any Borrowing Date, Date the Conduit Lender Lenders or the Secondary Seco ndary Lenders shall, subject to the terms and conditions of this Agreement, make available remit to the Borrower at payment account specified in the Borrower’s Account Advances in an amount equal to applicable Notice of Borrowing their respective portions of the Requested Amount in immediately available funds. To the extent not covered by Section 2.08, the Borrower shall indemnify the Conduit LenderLenders, each Secondary Lender and the Agent against any loss (other than lost profits) or reasonable expense incurred by them as a result of any failure by the Borrower to accept any Advance requested in a Notice of Borrowing or as a result of the failure of the Borrower to receive any Advance requested in a Notice of Borrowing as a result of the failure of any condition precedent to the making of such Advance to be satisfied, including, without limitation, any such loss or expense incurred by reason of the liquidation or reemployment of funds acquired or requested to fund such Advance.

Making of Advances. The Borrower shall give the Program Agent written notice (which notice shall be irrevocable (unless the Borrower shall have delivered a Withdrawal Notice to the Program Agent in accordance with the provisions of this Section 2.02) and effective only upon receipt by the Program Agent) of each request for an Advance Advances (each such request a “"Notice of Borrowing”") not later than 12:00 noon (New York City time) on the day which is two (2) Business Days prior to the proposed borrowing date, which notice shall specify (i) the proposed borrowing date therefor (each such date, a “"Borrowing Date”"), and (ii) the aggregate principal amount of the proposed borrowing (the “"Requested Amount”"). Any such Notice of Borrowing shall be substantially in the form of Exhibit B hereto, dated the date such request is being made, signed by a Responsible Officer of the Borrower and otherwise appropriately completed. The Requested Amount specified in any Notice or Borrowing shall be at least $1,000,000 2,000,000 and in integral multiples of $100,000 1,000,000 in excess thereof. The Borrower shall not request more than two (2) borrowings in any calendar week. During the period prior to the Lender Termination Date, the each Conduit Lender shall promptly notify the Program Agent whether it has determined to make a proposed an Advance and the Program Agent shall promptly thereafter notify the Borrower whether the such Conduit Lender has determined to make such Advance. If the a Conduit Lender has declined to make such proposed Advance, the Program Agent shall promptly send notice thereof (each such notice a "Non-Funding Notice") to the Borrower no later than 5:00 p.m. (New York City time) on the Business Day immediately preceding the proposed Borrowing Date. Upon receipt of a Non-Funding Notice from the Program Agent, the Borrower may withdraw its Notice of Borrowing to the Program Agent without incurring any cost, penalty, expense or other liability (including under this Section 2.02 or Section 2.08 or as a Liquidation Fee) provided that the Borrower shall have delivered to the Program Agent written notice withdrawing such Notice of Borrowing (which notice shall be irrevocable and effective only upon receipt by the applicable Agent, and each such withdrawal notice being a "Withdrawal Notice") not later than 12:00 noon (New York City time) on such proposed Borrowing Date. If a Conduit Lender has declined to make a proposed Advance and the Borrower shall not have issued a Withdrawal Notice to the Program Agent in accordance with the provisions of the preceding sentence, the Program Agent shall promptly send notice of the proposed borrowing to all each of the Secondary Lenders concurrently by telecopier, telex or cable specifying the Borrowing Date for such borrowing, each Secondary Lender’s Secondary Lender Percentage multiplied by the Requested Amount principal amount of such Advance and whether the Yield for such Advance is calculated based on the Eurodollar Rate or the Alternate Base Rate. On each Borrowing Date, Date the applicable Conduit Lender Lenders or the Secondary Lenders shall, subject to the terms and conditions of this Agreement, make available to the Borrower at the Borrower’s 's Account Advances in an amount equal to the Requested Amount in immediately available funds. To the extent not covered by Section 2.08, the Borrower shall indemnify the each Conduit Lender, each Secondary Lender and the Program Agent against any loss or expense incurred by them as a result of any failure by the Borrower to accept any Advance requested in a Notice of Borrowing or as a result of the failure of the Borrower to receive any Advance requested in a Notice of Borrowing as a result of the failure of any condition precedent to the making of such Advance to be satisfied, including, without limitation, any loss or expense incurred by reason of the liquidation or reemployment of funds acquired or requested to fund such Advance.