Common use of Making the Advances Clause in Contracts

Making the Advances. (a) The Borrowings to be made on the Closing Date pursuant to Section 2.01 shall be made on notice, which may be given by telephone or a Notice of Borrowing (provided, that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing). Such Notice of Borrowing must be given by the Borrower to the Administrative Agent (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. (New York time) on the third Business Day prior to the Closing Date (or such other time as the Administrative Agent and the Lenders may agree in their sole discretion), and (ii) in the case of a Borrowing comprising Alternate Base Rate Advances, not later than 11:00 a.m. (New York time) on the Closing Date, and the Administrative Agent shall give to each Lender prompt notice thereof. Such telephonic notice and Notice of Borrowing shall specify the requested (A) Type of Advances to be made in connection with such Borrowing, (B) aggregate amount of such Borrowing and (C) in the case of a Borrowing comprising Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01. Each Lender shall, before 1:00 p.m. (New York time) on the Closing Date, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02, in same day funds, such Lender’s Percentage of each such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent’s aforesaid address. (b) The Notice of Borrowing delivered pursuant to Section 2.02(a) shall be irrevocable and binding on the Borrower. In the event that such Notice of Borrowing requests Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by the Borrower to fulfill on or before the date specified in such Notice of Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date of a Borrowing comprising Eurodollar Rate Advances or (B) 12:00 noon (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (d) The obligations of the Lenders hereunder to make Advances and to make payments pursuant to Section 7.06 are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing or to make any payment under Section 7.06 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing or to make its payment under Section 7.06.

Making the Advances. (a) The Borrowings to be made on the Closing Date pursuant to Section 2.01 Borrowing shall be made on notice, which may be given by telephone or a Notice of Borrowing (provided, that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing). Such Notice of Borrowing must be given by the Borrower to the Administrative Agent (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. A.M. (New York City time) on the third Business Day prior to the Closing Date (or such other time as date of the Administrative Agent and the Lenders may agree in their sole discretion), and (ii) Borrowing in the case of a Borrowing comprising Alternate consisting of Eurodollar Rate Advances, or the first Business Day prior to the date of the Borrowing in the case of a Borrowing consisting of Base Rate Advances, not later than 11:00 a.m. (New York time) on by the Closing Date, and Borrower to the Administrative Agent Agent, which shall give to each Lender prompt notice thereofthereof by telecopier or electronic communication. Such telephonic notice and of Borrowing (a “Notice of Borrowing Borrowing”) shall specify be by telephone, confirmed immediately in writing, or by telecopier or electronic communication, in substantially the form of Exhibit B hereto, specifying therein the requested (Ai) date of such Borrowing, (ii) Type of Advances to be made in connection with comprising such Borrowing, (Biii) aggregate amount of such Borrowing and (Civ) in the case of a Borrowing comprising consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01. Each Lender shall, before 1:00 p.m. 11:00 A.M. (New York City time) on the Closing Datedate of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Administrative Agent’s Account, in same day funds, such Lender’s Percentage ratable portion of each such BorrowingBorrowing in accordance with the respective Commitments under the Facility of such Lender and the other Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at by crediting the Administrative AgentBorrower’s aforesaid addressAccount. (b) Anything in subsection (a) above to the contrary notwithstanding, the Borrower may only select Eurodollar Rate Advances with an Interest Period of two weeks or one month for the period from the date hereof for so long as is required by the Lead Arranger to achieve primary syndication; provided that such period shall end on the 30th day after the date hereof (or such earlier date as shall be specified in its sole discretion by the Administrative Agent in a written notice to the Borrower and the Lenders that such primary syndication has been achieved). (c) The Notice of Borrowing delivered pursuant to Section 2.02(a) shall be irrevocable and binding on the Borrower. In the event case of a Borrowing that such the related Notice of Borrowing requests specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender (as set forth in a written notice delivered by such Lender or the Administrative Agent to the Borrower) as a result of any failure by the Borrower to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (cd) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date of a any Borrowing comprising Eurodollar Rate Advances or (B) 12:00 noon (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount together with and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the such time under Section 2.05 to Advances made in connection with comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay pay to the Administrative Agent such corresponding amount, such amount so repaid paid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreementall purposes. (de) The obligations of the Lenders hereunder to make Advances and to make payments pursuant to Section 7.06 are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing or to make any payment under Section 7.06 on any date required hereunder shall not relieve any other Lender of its corresponding obligation obligation, if any, hereunder to do so make its Advance on the date of such dateBorrowing, and but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing or to make its payment under Section 7.06Borrowing.

Making the Advances. (a) The Borrowings to be made on the Closing Date pursuant to Section 2.01 Each Borrowing shall be made on notice, which may be given by telephone or a Notice of Borrowing (provided, that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing). Such Notice of Borrowing must be given by the Borrower to the Administrative Agent (i) in the case of a Borrowing comprising Eurodollar Rate AdvancesBorrower, given not later than 11:00 a.m. 9:00 A.M. (New York Tokyo time) on the third Business Day prior to the Closing Date (or such other time as date of the proposed Borrowing, to the Administrative Agent and the Lenders may agree in their sole discretion)Agent, and (ii) in the case of a Borrowing comprising Alternate Base Rate Advances, not later than 11:00 a.m. (New York time) on the Closing Date, and the Administrative Agent which shall give to each Lender prompt notice thereofthereof by telecopier or other electronic communication. Such telephonic Each notice and of a Borrowing (a “Notice of Borrowing Borrowing”) shall specify be by telephone, confirmed immediately in writing, including by telecopier (or other electronic communication) in substantially the form of Exhibit A hereto, specifying therein the requested (Ai) Type date of such Borrowing (which shall be a Business Day), (ii) whether such Borrowing is to be denominated in Dollars or Euros (provided that if the Borrower fails to specify a currency in any Notice of Borrowing, then the Advances to so requested shall be made in connection with such BorrowingDollars, it being understood that Dollars shall be the base currency for this Agreement), (Biii) aggregate amount of such Borrowing and Borrowing, (Civ) in the case of a Borrowing comprising Eurodollar Rate Advances, the initial Interest Period for each such Advance, if such Borrowing is to consist of Eurocurrency Rate Advances, and (v) account or accounts in which the proceeds of the Borrowing shall should be subject to the limitations stated in the definition of “Interest Period” in Section 1.01credited. Each Lender shall, before 1:00 p.m. 11:00 A.M. (New York Tokyo time) on the Closing Date, date of such Borrowing make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the applicable Administrative Agent’s Office, in same day funds, such Lender’s Percentage ratable portion of each such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at in immediately available funds to the account or accounts specified by the Borrower to the Administrative Agent’s aforesaid addressAgent in the Notice of Borrowing relating to the applicable Borrowing. Notwithstanding anything to the contrary herein, there shall not be more than ten separate Borrowings of Advances. (b) The Anything in Section 2.02(a) to the contrary notwithstanding, (i) the Borrower may not select Eurocurrency Rate Advances if the obligation of the Lenders to make Eurocurrency Rate Advances shall then be suspended pursuant to Section 2.08 or 2.12 and (ii) the Eurocurrency Rate Advances may not be outstanding as part of more than ten separate Borrowings. (c) Each Notice of Borrowing delivered pursuant to Section 2.02(a) shall be irrevocable and binding on the Borrower. In the event case of any Borrowing that such the related Notice of Borrowing requests Eurodollar specifies is to be comprised of Eurocurrency Rate Advances, the Borrower shall indemnify each Lender against any reasonable loss, cost or expense incurred by such Lender as a result of any failure by the Borrower to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any reasonable loss (including excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (cd) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date time of a any Borrowing comprising Eurodollar Rate Advances or (B) 12:00 noon (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (aSection 2.02(a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such any Lender shall not have so made such Percentage of such Borrowing ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to pay or to repay to the Administrative Agent forthwith on demand such corresponding amount together with and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is paid or repaid to the Administrative Agent, at (i) in the case of the Borrower, the higher of (A) the interest rate applicable at the time to Advances made in connection with comprising such Borrowing and (B) the cost of funds incurred by the Administrative Agent in respect of such amount and (ii) in the case of such Lender, the Federal greater of the Cost of Funds RateRate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender shall repay pay to the Administrative Agent such corresponding principal amount, such amount so repaid paid shall constitute such Lender’s Advance as part of such Borrowing for all purposes of this Agreement. (d) The obligations of the Lenders hereunder to make Advances and to make payments pursuant to Section 7.06 are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing or to make any payment under Section 7.06 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing or to make its payment under Section 7.06.this

Making the Advances. (a) The Borrowings to be made on the Closing Date pursuant to Section 2.01 Each Borrowing shall be made on notice, which may be given by telephone or a Notice of Borrowing (provided, that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing). Such Notice of Borrowing must be given by the Borrower to the Administrative Agent (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. 12:00 P.M. (New York City time) on the third Business Day prior to the Closing Date (or such other time as date of the Administrative Agent and the Lenders may agree in their sole discretion), and (ii) proposed Borrowing in the case of a Borrowing comprising Alternate Base consisting of Eurodollar Rate Advances, not later than 11:00 a.m. (New York time) or the first Business Day prior to the date of the proposed Borrowing, or such shorter period as the Administrative Agent may agree with respect to the Term Advance to be made on the Closing Date, and in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent Agent, which shall give to each Appropriate Lender prompt notice thereofthereof by telecopier or electronic communication. Such telephonic Each such notice and of a Borrowing (a “Notice of Borrowing Borrowing”) shall specify be by telephone, confirmed immediately in writing, or by telecopier or electronic communication, in substantially the form of Exhibit B hereto, specifying therein the requested (Ai) date of such Borrowing, (ii) Type of Advances to be made in connection with comprising such Borrowing, (Biii) aggregate amount of such Borrowing and (Civ) in the case of a Borrowing comprising consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01. Each Appropriate Lender shall, before 1:00 p.m. 12:00 P.M. (New York City time) on the Closing Datedate of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Administrative Agent’s Account, in same day funds, such Lender’s Percentage ratable portion of each such BorrowingBorrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at by crediting the Administrative AgentBorrower’s aforesaid addressAccount. (b) The [Intentionally Omitted]. (c) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances (A) for the initial Borrowing hereunder, unless the Administrative Agent otherwise consents, or (B) for any Borrowing if the aggregate amount of such Borrowing is less than $1,000,000 or if the obligation of the Appropriate Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.10 or 2.11 and (ii) the Term Advances may not be outstanding as part of more than 5 separate Borrowings. (d) Each Notice of Borrowing delivered pursuant to Section 2.02(a) shall be irrevocable and binding on the Borrower. In the event case of any Borrowing that such the related Notice of Borrowing requests specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall indemnify each Appropriate Lender against any loss, cost or expense incurred by such Lender as a result of any failure by the Borrower to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (ce) Unless the Administrative Agent shall have received written notice via facsimile transmission from a an Appropriate Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date of a any Borrowing comprising Eurodollar Rate Advances or (B) 12:00 noon (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (aSection 2.02(a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount together with and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the such time under Section 2.08 to Advances made in connection with comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds RateRate and a rate determined by the Administrative Agent in accordance with banking industry practices on interbank compensation. If such Lender shall repay pay to the Administrative Agent such corresponding amount, such amount so repaid paid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreementall purposes. (df) The obligations of the Lenders hereunder to make Advances and to make payments pursuant to Section 7.06 are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing or to make any payment under Section 7.06 on any date required hereunder shall not relieve any other Lender of its corresponding obligation obligation, if any, hereunder to do so make its Advance on the date of such dateBorrowing, and but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing or to make its payment under Section 7.06Borrowing.

Making the Advances. (a) The Borrowings to be made on the Closing Date pursuant to Section 2.01 Borrowing shall be made on notice, which may be given by telephone or a Notice of Borrowing (provided, that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing). Such Notice of Borrowing must be given by the Borrower to the Administrative Agent (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. A.M. (New York City time) on the third Business Day prior to the Closing Date (date of the proposed Borrowing if the Borrowing is to be comprised of Eurodollar Rate Advances, or such other time as the Administrative Agent and first Business Day prior to the Lenders may agree in their sole discretion), and (ii) in date of the case proposed Borrowing if the Borrowing is to be comprised of a Borrowing comprising Alternate Base Rate Advances, not later than 11:00 a.m. (New York time) on by the Closing Date, and Borrower to the Administrative Agent Agent, which shall give to each Lender prompt notice thereofthereof by telecopier or electronic communication. Such telephonic notice and of Borrowing (the “Notice of Borrowing Borrowing”) shall specify be by telephone, confirmed immediately in writing, or by telecopier or electronic communication, in substantially the form of Exhibit B hereto, specifying therein the requested (Ai) date of such Borrowing, (ii) Type of Advances to be made in connection with comprising such Borrowing, (Biii) aggregate amount of such Borrowing and (Civ) in if the case Borrowing is to be comprised of a Borrowing comprising Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01. Each Lender shall, before 1:00 p.m. 11:00 A.M. (New York City time) on the Closing Datedate of the Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Administrative Agent’s Account, in same day funds, such Lender’s Percentage ratable portion of each the Borrowing in accordance with the respective Commitments of such BorrowingLender and the other Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at by crediting the Administrative AgentBorrower’s aforesaid addressAccount. (b) The Notice of Borrowing delivered pursuant to Section 2.02(a) shall be irrevocable and binding on the Borrower. In If the event that such Notice of Borrowing requests specifies that the Borrowing is to be comprised of Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by the Borrower to fulfill on or before the date specified in such the Notice of Borrowing for the Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such the Borrowing when such Advance, as a result of such failure, is not made on such date. (c) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date of a the Borrowing comprising Eurodollar Rate Advances or (B) 12:00 noon (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage ratable portion of such the Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount together with and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the such time to Advances made in connection with such Borrowing under Section 2.06 and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay pay to the Administrative Agent such corresponding amount, such amount so repaid paid shall constitute such Lender’s Advance as part of such the Borrowing for purposes of this Agreementall purposes. (d) The obligations of the Lenders hereunder to make Advances and to make payments pursuant to Section 7.06 are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any the Borrowing or to make any payment under Section 7.06 on any date required hereunder shall not relieve any other Lender of its corresponding obligation obligation, hereunder to do so make its Advance on the date of such dateBorrowing, and but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing or to make its payment under Section 7.06the Borrowing.

Making the Advances. (a) The Borrowings to be made on the Closing Date pursuant to Except as provided in clause (b) below, clause (c) below or Section 2.01 3.04, each Borrowing shall be made on irrevocable notice, which may be given by telephone or a Notice of Borrowing (provided, that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing). Such Notice of Borrowing must be given by the Borrower to the Administrative Agent (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. 12:00 (noon) (New York City time) on the third Business Day prior to the Closing Date (or such other time as date of the Administrative Agent and the Lenders may agree in their sole discretion)proposed Borrowing, and (ii) in the case of a Borrowing comprising Alternate consisting of Eurodollar Rate Advances, or the first Business Day prior to the date of the proposed Borrowing (or, in the case of the initial Borrowing, on the date of such Borrowing), in the case of a Borrowing consisting of Base Rate Advances, not later than 11:00 a.m. (New York time) on the Closing Date, and by BEC to the Administrative Agent Agent, which shall give to each Appropriate Lender prompt notice thereofthereof by telecopier or electronic communication. Such telephonic Each such irrevocable notice and Notice of a Borrowing (a “Funding Notice”) shall specify be by telephone, confirmed promptly in writing, including by telecopier or electronic communication, in substantially the form of Exhibit C-1, specifying therein the requested (Ai) date of such Borrowing, (ii) Facility under which such Borrowing is to be made, (iii) Type of Advances to be made in connection with comprising such Borrowing, (Biv) aggregate amount of such Borrowing and (Cv) in the case of a Borrowing comprising consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01. Each Appropriate Lender shall, before 1:00 p.m. 12:00 (noon) (New York City time) on the Closing Datedate of such Borrowing, make available by wire transfer for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Administrative Agent’s Account, in same day funds, such Lender’s Percentage ratable portion of each such Borrowing, in accordance with the respective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment or waiver of the applicable conditions set forth in Article IIIV, the Administrative Agent will make such funds available to the Borrower Borrowers by crediting the Revenue Account or as otherwise directed by BEC. (b) Borrowing under the Swingline Sublimit shall be made on irrevocable notice, given not later than 12:00 (noon) (New York City time) on the day of the proposed Swingline Advance. Each such irrevocable notice of a Swingline Advance under the Swingline Sublimit (a “Swingline Request”) shall be by telephone, confirmed promptly in writing, including by telecopier or electronic communication, in substantially the form of Exhibit C-2, specifying therein the requested (i) date of such Swingline Advance and (ii) the aggregate amount of such Swingline Advance. The Swingline Lender shall, before 3:00 P.M. (New York City time) on the date of such Borrowing of Swingline Advances, make available by wire transfer for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s aforesaid address. Account, in same day funds, such Swingline Advance, in accordance with the Swingline Lender’s Commitment (b) The Notice the “Swingline Advance”). After the Administrative Agent’s receipt of Borrowing delivered pursuant to Section 2.02(a) shall be irrevocable such funds and binding on the Borrower. In the event that such Notice upon fulfillment or waiver of Borrowing requests Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by the Borrower to fulfill on or before the date specified in such Notice of Borrowing the applicable conditions set forth in Article IIIV, includingthe Administrative Agent will make such funds available to the Borrowers by crediting the Revenue Account or as otherwise directed by BEC. The Swingline Lender may, by written notice (such notice, a “Swingline Reimbursement Request”) given to the Administrative Agent not later than 12:00 (noon) (New York City time) on any Business Day, require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Advances outstanding. The Swingline Reimbursement Request shall specify the aggregate amount of Swingline Advances in which Revolving Lenders will participate. Each Revolving Lender hereby absolutely and unconditionally agrees, from and after delivery of a Swingline Reimbursement Request to make Working Capital Advances to the Administrative Agent, for the account of the Swingline Lender, such Revolving Lender’s Pro Rata Share of each such Swingline Advance within one (1) Business Day after receiving notice. Each such Working Capital Advance shall be made without limitationany offset, any loss abatement, withholding or reduction whatsoever. Each such Working Capital Advance by a Revolving Lender under this Section 2.02(b) shall be made as provided in Section 4.05 (and Section 4.05 shall apply, mutatis mutandis, to the payment obligations of the Lenders hereunder (including loss the obligation to pay interest to the Swingline Lender in respect of anticipated profitslate payments by such Lender)), cost and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the applicable Lenders. In the event the Swingline Lender shall have been reimbursed by the applicable Lenders in accordance with this Section 2.02(b) for all or expense incurred any portion of any unreimbursed Swingline Advance, the Swingline Lender shall distribute to each applicable Lender which has paid all amounts payable by reason it under this Section 2.02(b) such Lender’s Pro Rata Share of all principal amounts subsequently received by the liquidation or redeployment of deposits or other funds acquired by such Swingline Lender to fund from the Advance to be made by such Lender as part Borrowers in reimbursement of such Borrowing applicable Swingline Advance when such Advance, as a result of such failure, is not made on such date.payments are received (c) Unless the Administrative Agent shall have received written notice via facsimile transmission from a an Appropriate Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date of a any Borrowing comprising Eurodollar Rate Advances or (B) 12:00 noon (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection clause (a) of this Section 2.02 or (b) above and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower Borrowers on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing ratable portion available to the Administrative Agent, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such date of Borrowing until the date such amount is paid to the Administrative Agent, at the customary rate set by the Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrowers and the Borrower severally agree to repay Borrowers shall immediately pay such corresponding amount to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date of such amount is made available to the Borrower Borrowing until the date such amount is repaid paid to the Administrative Agent, at (i) in the case of rate payable hereunder for Base Rate Advances under the Borrower, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreementrelevant Facility. (d) The obligations of the Lenders hereunder to make Advances and to make payments pursuant to Section 7.06 are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing or to make any payment under Section 7.06 on any date required hereunder shall not relieve any other Lender of its corresponding obligation obligation, if any, hereunder to do so make its Advance on the date of such dateBorrowing, and but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing or to make its payment under Borrowing. Nothing in this Section 7.062.02 shall prejudice any rights that the Borrowers may have against a Defaulting Lender.

Making the Advances. (a) The Borrowings Each Revolving Advance and Incremental Term Loan shall, at the option of the Borrowers, be made either as a Base Rate Advance or as a LIBO Rate Advance (except for the first three Business Days after the Agreement Date with respect to Revolving Advances, and for the first three Business Days after the funding of Incremental Term Loans with respect to such Incremental Term Loans, during which period such Advances, respectively, shall bear interest as a Base Rate Advance); PROVIDED, HOWEVER, that (i) if the Borrowers fail to give the Administrative Agent three Business Days' written notice specifying whether a LIBO Rate Advance is to be repaid or reborrowed on the last day of the applicable Interest Period for such LIBO Rate Advance, such LIBO Rate Advance shall be repaid and then reborrowed as a Base Rate Advance on such date, (ii) the Borrowers may not select a LIBO Rate Advance (A) with respect to the Swing Line Advances, (B) with respect to an Advance, the proceeds of which are to reimburse an Issuing Bank pursuant to Section 2.1(c) hereof, or (C) if, at the time of such Advance, a Default or an Event of Default has occurred and is continuing, and (iii) any Conversion of LIBO Rate Advances into Base Rate Advances shall only be made on the Closing Date pursuant to Section 2.01 shall be made on noticelast day of the Interest Period for such LIBO Rate Advances, which may be given by telephone or a Notice of Borrowing (provided, that any telephonic notice must be confirmed immediately by delivery unless Borrowers pay to the Administrative Agent of the amounts due under Section 10.3 hereof. Each Revolving Advance shall be made, to the extent that a Notice of Borrowing). Such Notice of Borrowing must be given by Lender is so obligated under Section 2.1, on written notice from the Borrower requesting such Revolving Advance to the Administrative Agent delivered before 11:00 A.M. (New York City time) on, (i) in the case of a Borrowing comprising Eurodollar LIBO Rate AdvancesAdvance, not later than 11:00 a.m. (New York time) on the third a Business Day which is at least three (3) Business Days prior to the Closing Date (or first day of the Interest Period for such other time as the Administrative Agent and the Lenders may agree in their sole discretion)LIBO Rate Advance, and (ii) in the case of a Borrowing comprising Alternate Base Rate AdvancesAdvance, not later than 11:00 a.m. on or before the Business Day for the making of such Advance, in each case, specifying (New York timev) whether the Revolving Advance is a new borrowing, or a continuation or Conversion of, a Revolving Advance under the Revolving Commitments, (w) the Type of Revolving Advance to be made, (x) the date on which such Revolving Advance is to be made, (y) the Closing Date, and amount of such Revolving Advance (which amounts shall be allocated by the Administrative Agent shall give to among the Lenders, in the case of a Revolving Advance, on a pro rata basis in accordance with each Lender prompt notice thereof. Such telephonic notice and Notice of Borrowing shall specify the requested (A) Type of Advances to be made in connection with such Borrowing, (B) aggregate amount Revolving Lender's Pro Rata Share of such Borrowing Revolving Advance), and (Cz) in the case of a Borrowing comprising Eurodollar proposed LIBO Rate Advances, the initial Interest Period therefor (which Interest Period shall be the same for each Lender) (such Advancewritten notice to be substantially in the form of Exhibit C-1 attached hereto, which and being hereinafter referred to as the "NOTICE OF REVOLVING BORROWING"). Each such Notice of Revolving Borrowing shall be subject sent by electronic mail or facsimile and signed by the chief financial officer of any of the Borrowers or Vice President of Corporate Finance or the Senior Director of Treasury or corporate controller of Del Monte Fresh Produce Company. All or a portion of the Incremental Term Loans of one Type may be Converted to Incremental Term Loans of another Type or continued as Incremental Term Loans of the same Type at the end of the Interest Period applicable thereto upon written notice from the Borrower obligated on such Incremental Term Loan to the limitations stated Administrative Agent delivered before 11:00 A.M. (New York City time) on a Business Day which is at least three (3) Business Days prior to the applicable Conversion or continuation date specifying (x) the Type of Incremental Term Loan to be continued or Converted, (y) the date on which such Incremental Term Loan is to be continued or Converted, and (z) in the definition case of “proposed LIBO Rate Advances, the Interest Period” Period therefor (which Interest Period shall be the same for each Incremental Term Loan Lender) (such written notice to be substantially in Section 1.01the form of Exhibit C-3 attached hereto, and being hereinafter referred to as the "NOTICE OF CONTINUATION OR CONVERSION OF INCREMENTAL TERM LOAN BORROWING"). Each Lender making a Revolving Advance shall, before 1:00 p.m. P.M. (New York City time) on the Closing Datedate such Revolving Advance is to be made, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Administrative Agent's Account, in same day funds, such Lender’s Percentage 's Pro Rata Share of each such BorrowingRevolving Advance. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III3, the Administrative Agent will make such funds available to the requesting Borrower at by crediting the Administrative Agent’s aforesaid addressaccount of such Borrower set forth in the Notice of Revolving Borrowing pursuant to which the Revolving Advance is being made. Each Lender making an Incremental Term Loan Advance shall fund such Incremental Term Loan in accordance with Section 2.1(d)(ii). (b) Each Swing Line Advance shall be made on notice, given not later than 11:00 A.M. (New York City time) on the date of the proposed Swing Line Advance, by any Borrower to the Swing Line Bank. Each such notice of a proposed Swing Line borrowing (a "NOTICE OF SWING LINE BORROWING") shall be by telephone, confirmed immediately in writing, or electronic mail or facsimile, specifying therein the requested (i) date on which such Swing Line Advance is to be made and (ii) amount of such Swing Line Advance. The Swing Line Bank, upon fulfillment of the applicable conditions set forth in Article 3, will make the amount thereof available, no later than 4:00 P.M. (New York City time) on such Business Day, to the requesting Borrower in same day funds by crediting the account of such Borrower set forth in the Notice of Swing Line Borrowing delivered pursuant to Section 2.02(awhich the Swing Line Advance is being made. At any time the Swing Line Bank makes a Swing Line Advance, each Revolving Lender (other than the Swing Line Bank) shall be deemed, without further action by any Person, to have purchased from the Swing Line Bank an unfunded participation in any such Swing Line Advance in an amount equal to such Revolving Lender's Pro Rata Share of such Swing Line Advance and shall be obligated to fund such participation as a Revolving Advance at such time and in the manner provided below. Each such Revolving Lender's obligation to participate in, purchase and fund such participating interests shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (A) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swing Line Bank or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default or an Event of Default or the termination of the Revolving Commitments; (C) any adverse change in the condition (financial or otherwise) of the requesting Borrower or any other Person; (D) any breach of this Agreement by any Borrower or any other Lender; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Each Borrower hereby consents to each such sale and assignment. Each Revolving Lender agrees to fund its Pro Rata Share of an outstanding Swing Line Advance on (X) the Business Day on which demand therefor is made by the Swing Line Bank, provided that such demand is made not later than 11:00 A.M. (New York City time) on such Business Day, or (Y) the first Business Day next succeeding such demand if such demand is made after such time. Upon any such assignment by the Swing Line Bank to any other Revolving Lender of a participation in a Swing Line Advance, the Swing Line Bank represents and warrants to such other Revolving Lender that it is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Swing Line Advance, the Loan Documents or the Borrower to which such Swing Line Advance was made. If and to the extent that any Revolving Lender shall not have so made the amount of such participation in such Swing Line Advance available to the Administrative Agent, such Revolving Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of request by the Swing Line Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate. If such Revolving Lender shall pay to the Administrative Agent such amount for the account of the Swing Line Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Advance made by such Revolving Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Swing Line Advance made by the Swing Line Bank shall be reduced by such amount on such Business Day. (c) Each Notice of Revolving Borrowing and Notice of Swing Line Borrowing shall be irrevocable and binding on the Borrower. In Borrowers requesting the event that Advances covered by such Notice of Borrowing requests Eurodollar Rate Advances, the and such Borrower shall indemnify each Lender against any loss, cost loss or expense incurred by such Lender as a result of any failure by the Borrower to fulfill on or before before, as applicable, the date specified in for such Notice of Borrowing Advance the applicable conditions set forth in Article III3, including, without limitation, any loss (including excluding loss of anticipated profits), cost ) or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender (and the Administrative Agent in the case of Advances by the Administrative Agent pursuant to Section 2.2(d)) to fund the such Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (cd) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Revolving Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date of a Borrowing comprising Eurodollar Rate Advances or (B) 12:00 noon (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances any Revolving Advance, that such Lender will not make available to the Administrative Agent such Revolving Lender’s Percentage 's Revolving Commitment Pro Rata Share of such BorrowingRevolving Advance, the Administrative Agent may assume that such Revolving Lender has made such portion available to the Administrative Agent on the date of such Borrowing Revolving Advance in accordance with subsection (a) of this Section 2.02 2.2 and the Administrative Agent may, in reliance upon such assumption, make available to the requesting Borrower on such date a corresponding amount. If and to the extent that such Revolving Lender shall not have so made such Percentage of such Borrowing ratable portion available to the Administrative Agent, such Revolving Lender and the requesting Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount together with and to pay interest thereon, for each day from the date such amount is made available to the requesting Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of repayment or payment by the Borrower, the interest rate applicable at the such time under Section 2.6 to Advances made in connection with such Borrowing Revolving Advance, and (ii) in the case of repayment or payment by such Revolving Lender, the Federal Funds Rate. If such Revolving Lender shall repay pay to the Administrative Agent such corresponding amount, such amount so repaid paid shall constitute such Revolving Lender’s 's Revolving Advance as part of such Borrowing for purposes of this Agreementall purposes. (de) The obligations of the Lenders hereunder to make Advances and to make payments pursuant to Section 7.06 are several and not joint. The failure of any Lender to make the any Advance required to be made by it as part of any Borrowing or to make any payment under Section 7.06 on any date required hereunder shall not relieve any other Lender of its corresponding obligation obligation, if any, under this Agreement to do so on such datemake any Advance required to be made by it, and but no Lender shall be responsible for the failure of any other Lender to make the any Advance required to be made by such other Lender on Lender. (f) Notwithstanding anything in this Agreement to the date contrary, LIBO Rate Advances may not be outstanding as part of any Borrowing more than 15 separate Borrowings in the aggregate. Each LIBO Rate Advance shall be in an amount of U.S.$5,000,000 or to make an integral multiple of U.S.$100,000 in excess thereof. Each Base Rate Advance (other than the initial Base Rate Advance hereunder) shall be in an amount of U.S.$1,000,000 or an integral multiple of U.S. $100,000 in excess thereof." 1.4 AMENDMENT TO SECTION 2.3. Section 2.3 of the Credit Agreement, ISSUANCE OF AND DRAWINGS AND REIMBURSEMENT UNDER LETTERS OF CREDIT, is hereby deleted in its payment under Section 7.06.entirety and the following is substituted in lieu thereof:

Making the Advances. (a) The Borrowings to be made on the Closing Date pursuant to Except as otherwise provided in Section 2.01 2.03, each Borrowing shall be made on notice, which may be given by telephone or a Notice of Borrowing not later than 11:00 A.M. (provided, that any telephonic notice must be confirmed immediately by delivery New York City time) on the second Business Day prior to the Administrative Agent date of a Notice of Borrowing). Such Notice of the proposed Borrowing must be given by the Borrower to the Administrative Agent (i) in the case of a Borrowing comprising consisting of Eurodollar Rate Advances, not later than 11:00 a.m. (New York time) Advances or on the third same Business Day prior to the Closing Date (or such other time as the Administrative Agent and the Lenders may agree in their sole discretion), and (ii) in the case of a Borrowing comprising Alternate consisting of Base Rate Advances, not later than 11:00 a.m. (New York time) on by the Closing DateBorrower to the Agent, and the Administrative Agent which shall give to each Appropriate Lender prompt notice thereofthereof by telex or telecopier. Such telephonic Each such notice and by the Borrower of a Borrowing (a "Notice of Borrowing Borrowing") shall specify be in writing, or telex or telecopier, in substantially the form of Exhibit B hereto, specifying therein the requested (Ai) date of such Borrowing, (ii) Type of Advances to be made in connection with comprising such Borrowing, (Biii) aggregate amount of such Borrowing and (Civ) in the case of a Borrowing comprising consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01. Each Appropriate Lender shall, before 1:00 p.m. P.M. (New York City time) on the Closing Datedate of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Agent's Account, in same day funds, such Lender’s Percentage 's ratable portion of each such BorrowingBorrowing in accordance with the respective Commitments under the Revolving Credit Facility of such Lender and the other Appropriate Lenders. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will shall first make a portion of such funds available equal to the Borrower at the Administrative Agent’s aforesaid address. (b) The Notice of Borrowing delivered pursuant to Section 2.02(a) shall be irrevocable and binding on the Borrower. In the event that such Notice of Borrowing requests Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result aggregate principal amount of any failure Letter of Credit Advances made by the Borrower to fulfill on or before the date specified in such Notice of Borrowing the applicable conditions set forth in Article III, including, without limitation, Issuing Bank and by any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date of a Borrowing comprising Eurodollar Rate Advances or (B) 12:00 noon (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent and outstanding on the date of such Borrowing in accordance with subsection (a) Borrowing, plus interest accrued and unpaid thereon to and as of this Section 2.02 and the Administrative Agent maysuch date, in reliance upon such assumption, make available to the Borrower on Issuing Bank and such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage other Lenders for repayment of such Borrowing available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case Letter of the Borrower, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this AgreementCredit Advances. (d) The obligations of the Lenders hereunder to make Advances and to make payments pursuant to Section 7.06 are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing or to make any payment under Section 7.06 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing or to make its payment under Section 7.06.

Making the Advances. (a) The Borrowings to be made on the Closing Date pursuant to Section 2.01 Borrowing shall be made on notice, which may be given by telephone or a Notice of Borrowing (provided, that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing). Such Notice of Borrowing must be given by the Borrower to the Administrative Agent (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. 10:00 A.M. (New York City time) on the third Business Day prior to the Closing Date (or such other time as date of the Administrative Agent and the Lenders may agree in their sole discretion), and (ii) proposed Borrowing in the case of a the Borrowing comprising Alternate consisting of Eurodollar Rate Advances, or the date of the proposed Borrowing in the case of the Borrowing consisting of Base Rate Advances, not later than 11:00 a.m. (New York time) on by the Closing DateBorrower to the First Lien Administrative Agent, and the Administrative Agent which shall give to each Lender prompt notice thereofthereof by telecopier or electronic communication. Such telephonic notice and of the Borrowing (the “Notice of Borrowing Borrowing”) shall specify be by telephone, confirmed immediately in writing, or by telecopier or electronic communication, in substantially the form of Exhibit B hereto, specifying therein the requested (Ai) date of the Borrowing, (ii) Type of Advances to be made in connection with such comprising the Borrowing, (B) aggregate amount of such Borrowing and (Ciii) in the case of a the Borrowing comprising consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01. Each Lender shall, before 1:00 p.m. 11:00 A.M. (New York City time) on the Closing Datedate of the Borrowing, make available for the account of its Applicable Lending Office to the First Lien Administrative Agent at its address referred to in Section 8.02the First Lien Administrative Agent’s Account, in same day funds, such Lender’s Percentage ratable portion of each such the Borrowing. After the First Lien Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the First Lien Administrative Agent will make such funds available to the Borrower at by transferring such funds to the Administrative Agent’s aforesaid addressAccounts as directed by the Borrower and as contemplated by the Intercreditor Agreement. (b) Anything in subsection (a) above to the contrary notwithstanding, the Borrower may not select Eurodollar Rate Advances for the Borrowing if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Sections 2.07, 2.08 or 2.09. (c) The Notice of Borrowing delivered pursuant to Section 2.02(a) shall be irrevocable and binding on the Borrower. In the event that such Notice case of where the Borrowing requests is to be comprised of Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by the Borrower to fulfill on or before the date specified in such the Notice of Borrowing for the applicable Borrowing the conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such the Borrowing when such Advance, as a result of such failure, is not made on such date. (cd) Unless the First Lien Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date of a Borrowing comprising Eurodollar Rate Advances or (B) 12:00 noon (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the First Lien Administrative Agent such Lender’s Percentage ratable portion of such the Borrowing, the First Lien Administrative Agent may assume that such Lender has made such portion available to the First Lien Administrative Agent on the date of such the Borrowing in accordance with subsection (a) of this Section 2.02 and the First Lien Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing ratable portion available to the First Lien Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the First Lien Administrative Agent forthwith on demand such corresponding amount together with and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the First Lien Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the such time under Section 2.04 to Advances made in connection with such comprising the Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the First Lien Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such the Borrowing for purposes of this Agreement. (de) The obligations of the Lenders hereunder to make Advances and to make payments pursuant to Section 7.06 are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any the Borrowing or to make any payment under Section 7.06 on any date required hereunder shall not relieve any other Lender of its corresponding obligation obligation, if any, hereunder to do so make its Advance on such datethe date of the Borrowing, and but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing or to make its payment under Section 7.06the Borrowing.

Making the Advances. (a) The Borrowings to be made on the Closing Date pursuant to Except as otherwise provided in Section 2.01 2.03, each Borrowing shall be made on notice, which may be given by telephone or a Notice of Borrowing (provided, that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing). Such Notice of Borrowing must be given by the Borrower to the Administrative Agent (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. A.M. (New York City time) on the third Business Day prior to the Closing Date (or such other time as date of the Administrative Agent and the Lenders may agree in their sole discretion), and (ii) proposed Borrowing in the case of a Borrowing comprising Alternate consisting of Eurodollar Rate Advances, or the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, not later than 11:00 a.m. (New York time) on by the Closing Date, and applicable Borrower to the Administrative Agent Agent, which shall give to each Lender prompt notice thereofthereof by telex or telecopier. Such telephonic Each such notice and Notice of a Borrowing (a "NOTICE OF BORROWING") shall specify be by telephone, confirmed immediately in writing, or telex or telecopier, in substantially the form of Exhibit B hereto, specifying therein the requested (Ai) date of such Borrowing, (ii) Facility under which such Borrowing is to be made, (iii) Type of Advances to be made in connection with comprising such Borrowing, (Biv) aggregate amount of such Borrowing and (Cv) in the case of a Borrowing comprising consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01. Each Lender shall, before 1:00 p.m. 11:00 A.M. (New York City time) on the Closing Datedate of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Administrative Agent's Account, in same day funds, such Lender’s Percentage 's ratable portion of each such BorrowingBorrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other Lenders. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will shall make such funds available to the Borrower at such Borrower; PROVIDED, HOWEVER, that the Administrative Agent’s aforesaid addressAgent shall first make a portion of such funds equal to the aggregate principal amount of any Letter of Credit Advances made by the Issuing Bank and by any other Lender and outstanding on the date of such Borrowing, plus interest accrued and unpaid thereon to and as of such date, available to the Issuing Bank and such other Lenders for repayment of such Letter of Credit Advances. (b) The Anything in subsection (a) of this Section 2.02 to the contrary notwithstanding, (i) neither Borrower may select Eurodollar Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $1,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09 or 2.10, (ii) the Working Capital Advances may not be outstanding as part of more than 5 separate Borrowings and (iii) the Term Loan Advances may not be outstanding as part of more than 4 separate Borrowings. (c) Each Notice of Borrowing delivered pursuant to Section 2.02(a) shall be irrevocable and binding on the BorrowerBorrower giving such Notice of Borrowing. In the event case of any Borrowing that such the related Notice of Borrowing requests specifies is to be comprised of Eurodollar Rate Advances, the applicable Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by the Borrower to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (cd) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date of a any Borrowing comprising Eurodollar Rate Advances or (B) 12:00 noon (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage 's ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing ratable portion available to the Administrative Agent, such Lender and the such Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount together with and to pay interest thereon, for each day from the date such amount is made available to the such Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the such Borrower, the interest rate applicable at the such time under Section 2.07 to Advances made in connection with comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay pay to the Administrative Agent such corresponding amount, such amount so repaid paid shall constitute such Lender’s 's Advance as part of such Borrowing for purposes of this Agreementall purposes. (de) The obligations of the Lenders hereunder to make Advances and to make payments pursuant to Section 7.06 are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing or to make any payment under Section 7.06 on any date required hereunder shall not relieve any other Lender of its corresponding obligation obligation, if any, hereunder to do so make its Advance on the date of such dateBorrowing, and but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing or to make its payment under Section 7.06Borrowing.

Making the Advances. (aA) The Borrowings Except as otherwise provided herein, the Borrower may request the Lenders to be made on make Advances to the Closing Date pursuant Borrower up to Section 2.01 shall be made on notice, which twelve times in any calendar year (provided that the Borrower may be given not request that the Lenders make Advances to the Borrower more than (i) once during any fifteen-day period or (ii) twice during any calendar month)) by telephone or a Notice of Borrowing (provided, that any telephonic notice must be confirmed immediately by the delivery to the Administrative Agent Agent, each Funding Agent, each Conduit Lender and the Paying Agent, not later than 12:00 P.M. (New York City time) on a date that is at least five (5) Business Days (or, in the case of a Borrowing Date that occurs on the Sixth Amendment Effective Date, two (2) Business Days) prior to the proposed Borrowing Date of a written notice of such request substantially in the form of Exhibit B-2 attached hereto (each such notice, a “Notice of Borrowing”). Such Notice of Borrowing must shall be given accompanied by a duly completed Borrowing Base Certificate signed by a Responsible Officer of the Borrower to unless the Administrative Agent proposed Borrowing Date is more than five (i5) Business Days after the date of such Notice of Borrowing, in the which case of a Borrower shall deliver such Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. (New York time) Base Certificate on the third date that is five (5) Business Day Days prior to the Closing Date (or such other time as the Administrative Agent and the Lenders may agree in their sole discretion), and (ii) in the case of a proposed Borrowing comprising Alternate Base Rate Advances, not later than 11:00 a.m. (New York time) on the Closing Date, and the Administrative Agent shall give to each Lender prompt notice thereof. Such telephonic notice and Any Notice of Borrowing shall specify the requested (A) Type of Advances to be made in connection with such Borrowing, (B) aggregate amount of such or Borrowing and (C) in the case of a Borrowing comprising Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01. Each Lender shall, before 1:00 p.m. (New York time) on the Closing Date, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02, in same day funds, such Lender’s Percentage of each such Borrowing. After Base Certificate received by the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Funding Agents, the Conduit Lenders or the Paying Agent will make such funds available after the time specified in the immediately preceding sentence shall be deemed to have been received on the next Business Day, and to the Borrower at extent that results in the Administrative Agent’s aforesaid address. proposed Borrowing Date being earlier than five (b5) The Notice Business Days after the date of Borrowing delivered pursuant to Section 2.02(a) shall be irrevocable and binding on the Borrower. In the event that delivery of such Notice of Borrowing requests Eurodollar Rate AdvancesBorrowing, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by the Borrower to fulfill on or before then the date specified in such Notice of Borrowing as the applicable proposed Borrowing Date of an Advance shall be deemed to be the Business Day immediately succeeding the proposed Borrowing Date of such Advance specified in such Notice of Borrowing. The proposed Borrowing Date specified in a Notice of Borrowing shall be no earlier than five (5) Business Days, and no later than thirty (30) days, after the date of delivery of such Notice of Borrowing. Unless otherwise provided herein, each Notice of Borrowing may not be revoked; provided, that the only consequence for the failure of the Borrower to borrow Advances on a Borrowing Date shall be its obligation to pay Breakage Costs as provided in Section 2.12(A). For the avoidance of doubt, the failure of the Borrower to borrow Advances on a Borrowing Date shall count against the caps on the number of requested Advances set forth in the first sentence of this Section 2.4. The aggregate principal amount of the Advances requested by the Borrower for any Borrowing Date shall not be less than the lower of (x) $2,500,000 and any multiple of $100,000 in excess thereof and (y) the remaining amount necessary in order for the Borrower to borrow the maximum aggregate amount of Advances then permitted under Section 3.2(A)(vii). [***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed. (B) The Notice of Borrowing shall specify (i) the aggregate amount of the requested Advances and the amount of such Advances allocated to each Lender Group based on its Lender Group Percentage and (ii) the proposed Borrowing Date. (C) With respect to the Advances to be made on any Borrowing Date, each Lender shall remit the amount of its Advance to the Funding Account by wire transfer of immediately available funds no later than 12:00 P.M. (New York City time) on the Borrowing Date. The Paying Agent shall receive and hold such Advances in the Funding Account in escrow for the benefit of the Lenders. Upon a determination by the Administrative Agent that all conditions precedent to the Advances to be made on any Borrowing Date set forth in Article IIIIII have been satisfied or otherwise waived, includingthe Administrative Agent shall direct the Paying Agent to distribute the Advances to be made on any such any Borrowing Date in accordance with the Borrower’s written instructions provided in the related Notice of Borrowing. (D) Notwithstanding any provision to the contrary herein or in any other Transaction Document, without limitationwith respect to the Advances to be made on any Borrowing Date, each of the Administrative Agent and the Paying Agent are obligated only to perform their respective duties specifically set forth in Section 2.4(C) or otherwise in the related Notice of Borrowing, which shall be deemed purely ministerial in nature. Under no circumstance will the Administrative Agent or the Paying Agent be deemed to be a fiduciary to any Person with respect to the Advances to be made on any Borrowing Date or the Administrative Agent’s or the Paying Agent’s duties under Section 2.4(C) or the related Notice of Borrowing. With respect to the Advances to be made on any Borrowing Date, neither the Administrative Agent nor the Paying Agent shall be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument, or document other than Section 2.4(C) and the related Notice of Borrowing, whether or not an original or a copy of such agreement has been provided to the Administrative Agent or the Paying Agent; and neither the Administrative Agent nor the Paying Agent shall have any duty to know or inquire as to the performance or nonperformance of any provision of any such agreement, instrument, or document. With respect to the Advances to be made on any Borrowing Date, neither the Administrative Agent nor the Paying Agent will be responsible to determine or to make inquiry into any term, capitalized, or otherwise, not defined herein. Section 2.4(C) and the related Notice of Borrowing set forth all matters pertinent to the escrow of the Advances to be made on any Borrowing Date contemplated hereunder, and no additional obligations of the Administrative Agent or the Paying Agent with respect thereto shall be inferred or implied from the terms of this Agreement or any other agreement. (E) Notwithstanding anything to the contrary set forth herein, after the Borrower has delivered a Notice of Borrowing pursuant to this Section 2.4, any loss Lender that is incorporated in Canada (but not including loss of anticipated profits), cost or expense any non-Canadian incorporated bank with a branch located in Canada) that has incurred by reason of the liquidation or redeployment of deposits or other funds acquired charges (“Basel III Charges”) (which may include external charges incurred by such Lender to fund the Advance to be made or internal charges incurred by any business of such Lender as part of such Borrowing when such Advance, as a result of related external charges incurred by such failureLender) based on the “liquidity coverage ratio” under the proposals for risk-based capital framework described by the Basel Committee on Banking [***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not made on material and would be competitively harmful if publicly disclosed. Regulations and Supervisory Practices commonly known as Basel III, as amended, modified and supplemented and in effect from time to time or any replacement thereof (“Basel III”), or would incur Basel III Charges as of the relevant Borrowing Date, in respect of the transactions contemplated by this Agreement or any Advance funded hereunder by such date. (c) Unless the Administrative Agent shall have received Lender, by delivering a written notice via facsimile transmission from a Lender prior (the “Delayed Funding Notice”) to the Borrower one (A1) 5:00 p.m. (New York time) one Business Day prior to the proposed Borrowing Date, such Lender may elect to delay the funding of its portion of the Advance by a period of up to 35 days; provided that only a Lender that is subject to the “liquidity coverage ratio” regulations under Basel III may deliver a Delayed Funding Notice. Each Delayed Funding Notice shall indicate (x) the portion of such Lender’s share of the requested Advance which will be subject to a delay (a “Delayed Amount”) and (y) the date (which, if such date is not a Business Day, then on the next succeeding Business Day) such delayed amount will be funded by such Lender (in respect of a Borrowing comprising Eurodollar Rate Advances Delayed Amount, the “Delayed Drawing Date”). Any Delayed Funding Notice shall be deemed a representation by the applicable Lender that it has incurred Basel III Charges in the respect of this Agreement or any Advance held by it hereunder. Notwithstanding anything to the contrary set forth herein, in the event a Lender elects to delay funding a portion of its share of an Advance in accordance with this Section 2.4(E), the Borrower shall (Bi) 12:00 noon (New York time) on notify the date of a Borrowing comprising Alternate Base Rate Advances Administrative Agent that such Lender will not make available be funding such portion of such Advance on the relevant requested Borrowing Date and that the relevant Delayed Amount will be deducted from the total amount of the requested Advance and (ii) offer the right to the Administrative Agent fund such Lender’s Percentage requested portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available Advance to the Administrative Agent other Lenders (so long as within their Unused Portion of the Commitments) prior to the Borrower funding (or cause to be funded) to itself, by way of an equity contribution, such Delayed Amount on the date relevant requested Borrowing Date. In the event a Lender elects to delay funding a portion of such Borrowing its share of an Advance in accordance with subsection (a) of this Section 2.02 and 2.4(E), such Lender’s share of the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender Unused Line Fees shall not have so made accrue until such Percentage time as such Delayed Amount is funded by such Lender. For the avoidance of such Borrowing available to doubt, none of the Administrative AgentBorrower, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case any Affiliate of the Borrower, the interest rate applicable at Administrative Agent, the Collateral Agent, the Custodian, the Securities Intermediary nor any other Lender shall be required to fund the relevant Delayed Amount to the Borrower on the relevant requested Borrowing Date. On the Delayed Drawing Date, the relevant Lender shall make available the Delayed Amount either (i) to the extent the Borrower funded the Delayed Amount by way of an equity contribution, to the Borrower by wire transferring the Delayed Amount, in immediately available funds, to an account of the Borrower as the Borrower may from time to Advances made time prior to the Delayed Drawing Date notify such Lender for such purpose, and, notwithstanding anything to the contrary set forth in connection with this Agreement, the Borrower shall be permitted to transfer such Delayed Amount to Sunrun as reimbursement to the extent such Delayed Amount was funded by Sunrun to the Borrower on the Borrowing and Date by way of an equity contribution or (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent extent other Lenders funded the Delayed Amount, to such corresponding amount, Lenders and such amount so repaid Lenders shall constitute sell and assign at par amounts the advances related to the Delayed Amount to the delaying Lender such Lender’s Advance as part that each Lender holds its pro rata share of all Advances outstanding after giving effect to such Borrowing for purposes of this Agreementassignments. (d) The obligations of the Lenders hereunder to make Advances and to make payments pursuant to Section 7.06 are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing or to make any payment under Section 7.06 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing or to make its payment under Section 7.06.

Making the Advances. (a) The Borrowings Except as otherwise provided herein, the Borrower may request the Lenders to be made on make Advances to the Closing Date pursuant to Section 2.01 shall be made on notice, which may be given Borrower no more frequently than [***] per week by telephone or a Notice of Borrowing (provided, that any telephonic notice must be confirmed immediately by the delivery to the Administrative Agent of a Notice of Borrowing). Such Notice of Borrowing must be given by the Borrower to the Administrative Agent (i) in the case of a Borrowing comprising Eurodollar Rate AdvancesAgent, not later than 11:00 a.m. [***]. (New York City time) on the third any Business Day prior to of a written notice of such request substantially in the Closing Date form of Exhibit B attached hereto (each such notice, a “Notice of Borrowing”), together with a duly completed Borrowing Base Certificate, signed by a Responsible Officer and including a Schedule of Eligible Assets and Schedule of Ineligible Assets. Any Notice of Borrowing or such other time as Borrowing Base Certificate received by the Administrative Agent and after the Lenders may agree in their sole discretion), and (ii) time specified in the case of a Borrowing comprising Alternate Base Rate Advances, not later than 11:00 a.m. (New York time) on the Closing Date, and immediately preceding sentence shall be deemed to have been received by the Administrative Agent shall give on the next Business Day, and to each Lender prompt notice thereof. Such telephonic notice and Notice of Borrowing shall specify the requested (A) Type of Advances to be made in connection with such Borrowing, (B) aggregate amount of such Borrowing and (C) extent that results in the case proposed Borrowing Date being earlier than three (3) Business Days after the date of a Borrowing comprising Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition delivery of “Interest Period” in Section 1.01. Each Lender shall, before 1:00 p.m. (New York time) on the Closing Date, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02, in same day funds, such Lender’s Percentage of each such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent’s aforesaid address. (b) The Notice of Borrowing delivered pursuant to Section 2.02(a) shall be irrevocable and binding on the Borrower. In the event that such Notice of Borrowing requests Eurodollar Rate AdvancesBorrowing, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by the Borrower to fulfill on or before then the date specified in such Notice of Borrowing as the applicable conditions set forth in Article III, including, without limitation, any loss (including loss proposed Borrowing Date of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by such Lender to fund the an Advance shall be deemed to be made by such Lender as part the Business Day immediately succeeding the proposed Borrowing Date of such Advance originally specified in such Notice of Borrowing. The proposed Borrowing when such Advance, as Date specified in a result Notice of such failure, is not made on such date. Borrowing shall be no earlier than three (c3) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to Days after the date of delivery of such Notice of Borrowing and may be up to a Borrowing comprising Eurodollar Rate Advances or maximum of thirty (B30) 12:00 noon (New York time) on days after the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage delivery of such Notice of Borrowing. Unless otherwise provided herein, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date each Notice of such Borrowing in accordance with subsection (a) of this Section 2.02 shall be irrevocable and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at specify (i) in the case aggregate principal amount of the BorrowerAdvance requested, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. Date (d) The obligations of the Lenders hereunder to make Advances and to make payments pursuant to Section 7.06 are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing or to make any payment under Section 7.06 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender which shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing or to make its payment under Section 7.06a Business Day).

Making the Advances. (a) The Borrowings to be made on the Closing Date pursuant to Section 2.01 Borrowing shall be made on notice, which may be given by telephone or a Notice of Borrowing (provided, that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing). Such Notice of Borrowing must be given by the Borrower to the Administrative Agent (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. 2:00 P.M. (New York City time) on the third Business Day prior to the Closing Date (or such other time as date of the Administrative Agent and the Lenders may agree in their sole discretion), and (ii) proposed Borrowing in the case of a Borrowing comprising Alternate Base consisting of Eurodollar Rate Advances, not later than 11:00 a.m. (New York time) on or the Closing Datefirst Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of ABR Advances, and by the Borrower to the Administrative Agent Agent, which shall give to each Lender prompt notice thereofthereof by telex or telecopier. Such telephonic notice and Notice of the Borrowing (the "NOTICE OF BORROWING") shall specify be by telephone, confirmed immediately in writing, or telex or telecopier, in substantially the form of Exhibit B hereto, specifying therein the requested (Ai) date of such Borrowing, (ii) Type of Advances to be made in connection with comprising such Borrowing, (Biii) aggregate amount of such Borrowing and (Civ) in the case of a Borrowing comprising consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01. Each Lender shall, before 1:00 p.m. 11:00 A.M. (New York City time) on the Closing Datedate of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Administrative Agent's Account, in same day funds, such Lender’s Percentage 's ratable portion of each such BorrowingBorrowing in accordance with the respective Commitments of such Lender and the other Lenders. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIIfunds, the Administrative Agent will make such funds available to the Borrower at by crediting the Administrative Agent’s aforesaid addressBorrower's Account. TWT Bridge Credit Agreement (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.08 or 2.09 and (ii) the Advances may not be outstanding as part of more than 1 separate Borrowing. (bc) The Notice of Borrowing delivered pursuant to Section 2.02(a) shall be irrevocable and binding on the Borrower. In the event case of any Borrowing that such the related Notice of Borrowing requests specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by the Borrower to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article IIIIII so as to cause such Advance not to be made on such date, including, without limitation, any loss (including loss of anticipated profits)loss, cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. Such indemnification may include an amount equal to the excess, if any, of (i) the amount of interest that would have accrued on the amount not so borrowed for the period from the date of such failure to borrow to the last day of the Interest Period that would have commenced on the date of such failure at the applicable rate of interest for such Advances provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank eurodollar market. (cd) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date of a the Borrowing comprising Eurodollar Rate Advances or (B) 12:00 noon (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage 's ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand (provided that the Administrative Agent shall not make any such demand on the Borrower unless such Lender has failed to pay its ratable portion to the Administrative Agent within 3 Business Days following the date of such Borrowing) such corresponding amount together with and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the such time under Section 2.06 to Advances made in connection with comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Effective Rate. If such Lender shall repay pay to the Administrative Agent such corresponding amount, such amount so repaid paid shall constitute such Lender’s 's Advance as part of such Borrowing for purposes of this Agreementall purposes. Notwithstanding anything to the contrary herein, the Borrower may replace in its sole discretion any Lender who defaults in its obligations to make Advances hereunder in accordance with Section 2.15. (de) The obligations of the Lenders hereunder to make Advances and to make payments pursuant to Section 7.06 are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing or to make any payment under Section 7.06 on any date required hereunder shall not relieve any other Lender of its corresponding obligation obligation, if any, hereunder to do so make its Advance on the date of such dateBorrowing, and but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing or to make its payment under Section 7.06.TWT Bridge Credit Agreement

Making the Advances. (a) The Borrowings to be made on the Closing Date pursuant to Section 2.01 Each Borrowing shall be made on notice, which may be given by telephone or not later than (i) 12:00 Noon in the case of a Notice proposed Borrowing comprised of Borrowing (provided▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Advances, that any telephonic notice must be confirmed immediately by delivery at least three U.S. Government Securities Business Days prior to the Administrative Agent date of the proposed Borrowing, and (ii) 11:00 A.M. in the case of a Notice proposed Borrowing comprised of Base Rate Advances, on the day of the proposed Borrowing). Such Notice of Borrowing must be given , by the Borrower to the Administrative Agent Agent, which shall give to each Bank prompt notice thereof. Each such notice of a Borrowing shall be irrevocable and shall be signed by a Responsible Officer of the Borrower, and separately provided by the Borrower (ia “Notice of Borrowing”), duly signed by a Responsible Officer, specifying therein the requested (A) date of such Borrowing, (B) Type of Advances comprising such Borrowing, (C) aggregate amount of such Borrowing, and (D) in the case of a Borrowing comprising Eurodollar Rate comprised of Term Benchmark Advances, not later than 11:00 a.m. (New York time) on the third Business Day prior to the Closing Date (or such other time as the Administrative Agent and the Lenders may agree in their sole discretion), and (ii) in the case of a Borrowing comprising Alternate Base Rate Advances, not later than 11:00 a.m. (New York time) on the Closing Date, and the Administrative Agent shall give to each Lender prompt notice thereof. Such telephonic notice and Notice of Borrowing shall specify the requested (A) Type of Advances to be made in connection with such Borrowing, (B) aggregate amount of such Borrowing and (C) in the case of a Borrowing comprising Eurodollar Rate Advances, the initial Interest Period for each such Advance, which provided that the Borrower may not specify Term Benchmark Advances for any Borrowing if, after giving effect to such Borrowing, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Advances having more than ten (10) different Interest Periods shall be subject to outstanding. In the limitations stated in case of a proposed Borrowing comprised of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Advances, the definition Administrative Agent shall promptly notify each Bank and the Borrower of “Interest Period” in the applicable interest rate under Section 1.012.5(b), provided further that if such Notice of Borrowing is submitted through an Approved Borrower Portal, the foregoing signature requirement may be waived at the sole discretion of the Administrative Agent. Each Lender Bank shall, before 1:00 p.m. (New York time) 12:00 Noon on the Closing Datedate of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02Payment Office, in same day funds, such LenderBank’s Percentage ratable portion of each such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent’s aforesaid address. (b) The Each Notice of Borrowing delivered pursuant to Section 2.02(a) shall be irrevocable and binding on the Borrower. In the event that such case of any Borrowing which the related Notice of Borrowing requests Eurodollar Rate specifies is to be comprised of Term Benchmark Advances, the Borrower shall shall, subject to Section 8.8, indemnify each Lender Bank against any loss, cost or expense incurred by such Lender Bank as a result of any failure by the Borrower to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article IIIIII or to make the Borrowing specified in such Notice of Borrowing on the date specified, including, without limitation, including any loss (including excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender Bank to fund the Advance to be made by such Lender Bank as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day Bank prior to the date time it is required to make available its ratable portion of a any Borrowing comprising Eurodollar Rate Advances or (B) 12:00 noon (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender Bank will not make available to the Administrative Agent such LenderBank’s Percentage ratable portion of such Borrowing, the Administrative Agent may assume that such Lender Bank has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 2.2 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender Bank shall not have so made such Percentage of such Borrowing ratable portion available to the Administrative Agent, such Lender Bank and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Advances made in connection with comprising such Borrowing and (ii) in the case of such LenderBank, the Federal Funds Rategreater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such LenderBank’s Advance as part of such Borrowing for purposes of this Agreement. If the Borrower and such Bank shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to such Borrower the amount of such interest paid by the Borrower for such period. Any payment by the Borrower shall be without prejudice to any claim such Borrower may have against a Bank that shall have failed to make such payment to the Administrative Agent. (d) The obligations of the Lenders hereunder to make Advances and to make payments pursuant to Section 7.06 are several and not joint. The failure of any Lender Bank to make the Advance to be made by it as part of any Borrowing or to make any payment under Section 7.06 on any date required hereunder shall not relieve any other Lender Bank of its corresponding obligation obligation, if any, hereunder to do so make its Advance on the date of such dateBorrowing, and but no Lender Bank shall be responsible for the failure of any other Lender Bank to make the Advance to be made by such other Lender Bank on the date of any Borrowing or to make its payment under Section 7.06Borrowing.

Making the Advances. (a) The Borrowings to be made on the Closing Date pursuant to Section 2.01 Borrowing of Eurodollar Rate Advances shall be made on notice, which may be given by telephone or a Notice of Borrowing (provided, that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing). Such Notice of Borrowing must be given by the Borrower to the Administrative Agent (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. 4:00 P.M. (New York City time) on the third Business Day prior to the Closing Date date of the proposed Borrowing (or such other time as the Administrative Agent and "Notice of Borrowing"). Immediately following receipt of the Lenders may agree in their sole discretion)Notice of Borrowing, and (ii) in the case of a Borrowing comprising Alternate Base Rate Advances, not later than 11:00 a.m. (New York time) on the Closing Date, and the Administrative Agent shall give to each Lender prompt notice thereofthereof by telex or facsimile transmission. Such telephonic notice and The Notice of Borrowing shall specify be sent by telex or facsimile transmission, confirmed immediately in writing, in substantially the form of Exhibit A hereto, specifying therein (i) the requested (A) Type date of Advances to be made in connection with such Borrowing, (Bii) the requested aggregate amount of such Borrowing, (iii) that such Borrowing will consist of Eurodollar Rate Advances (or, in the circumstances set forth in Section 2.09(c) and Section 2.09(d) only, Alternate Base Rate Advances), and (Civ) in the case of a Borrowing comprising Eurodollar Rate Advances, the initial Interest Period for each such Advance, which therefor. The Notice of Borrowing shall be subject to irrevocable and binding on the limitations stated in Borrower. The Administrative Agent shall promptly notify each Lender of the definition of “Interest Period” in applicable interest rate under Section 1.012.05. Each Lender shall, before 1:00 p.m. 11:00 A.M. (New York City time) on the Closing Datedate of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Administrative Agent's Account, in same day funds, such Lender’s Percentage 's ratable portion of each such Borrowing. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at by crediting the Administrative Agent’s aforesaid addressPanamco Account or such account as the Borrower may designate, in immediately available funds. (b) The Notice Anything in clause (a) above to the contrary notwithstanding, the Borrower may not (i) request any Borrowing hereunder if the aggregate amount of such Borrowing delivered is less than U.S. $150,000,000 or an integral higher multiple of U.S. $ 1,000,000, or (ii) request Eurodollar Rate Advances for the Borrowing if the obligation of the Lenders to make such Advances shall then be suspended pursuant to Section 2.02(a) shall be irrevocable and binding on the Borrower. In the event that such Notice of Borrowing requests Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by the Borrower to fulfill on or before the date specified in such Notice of Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date2.09. (c) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date of a the Borrowing comprising Eurodollar Rate Advances or (B) 12:00 noon (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage 's ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection clause (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the such time under Section 2.05 to Advances made in connection with comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s 's Advance as part of such the Borrowing for purposes of this Agreement. (d) The obligations of the Lenders hereunder to make Advances and to make payments pursuant to Section 7.06 are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any the Borrowing or to make any payment under Section 7.06 on any date required hereunder shall not relieve any other Lender of its corresponding obligation obligation, if any, hereunder to do so make its Advance on such datethe date of the Borrowing, and but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing or to make its payment under Section 7.06the Borrowing.

Making the Advances. (a) The Borrowings to be made on the Closing Date pursuant to Except as otherwise provided in Section 2.01 2.02(b) or 2.13, each Borrowing shall be made on notice, which may be given by telephone or a Notice of Borrowing (provided, that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing). Such Notice of Borrowing must be given by the Borrower to the Administrative Agent (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. A.M. (New York City time) on the third Business Day prior to the Closing Date (or such other time as date of the Administrative Agent and the Lenders may agree in their sole discretion)proposed Borrowing, and (ii) in the case of a Borrowing comprising Alternate consisting of Eurodollar Rate Advances, and the Business Day prior to the date of the proposed Borrowing, in the case of a Borrowing consisting of Base Rate Advances, not later than 11:00 a.m. (New York time) on by the Closing Date, and Borrower to the Administrative Agent Agent, which shall give to each Lender prompt notice thereofthereof by telex, telecopier or cable. Such telephonic Each such notice and of a Borrowing (a "Notice of Borrowing Borrowing") shall specify be by telex, telecopier or cable, confirmed immediately in writing, in substantially the form of Exhibit B hereto, specifying therein the requested (Ai) date of such Borrowing, (ii) Type of Advances to be made in connection with comprising such Borrowing, (Biii) aggregate amount of such Borrowing and (Civ) in the case of a Borrowing comprising consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance. In the case of a proposed Borrowing comprised of Eurodollar Rate Advances, which Borrowing the Administrative Agent shall be subject to promptly notify each Lender of the limitations stated in the definition of “Interest Period” in applicable interest rate under Section 1.012.06(a)(ii). Each Lender shall, before 1:00 p.m. 11:00 A.M. (New York City time) on the Closing Datedate of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Administrative Agent's Account, in same day funds, such Lender’s Percentage 's ratable portion of each such BorrowingBorrowing in accordance with the respective Commitments of such Lender and the other Lenders. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent’s aforesaid address. (b) The Notice of Borrowing delivered pursuant to Section 2.02(a) shall be irrevocable and binding on by crediting the Borrower. In the event 's Account; provided, however, that such Notice of Borrowing requests Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by the Borrower to fulfill on or before the date specified in such Notice of Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) Unless the Administrative Agent shall have received written notice via facsimile transmission from first make a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior portion of such funds equal to the date aggregate principal amount of a Borrowing comprising Eurodollar Rate any Swing Line Advances and Letter of Credit Advances made by the Swing Line Bank or (B) 12:00 noon (New York time) on any Issuing Bank, as the date of a Borrowing comprising Alternate Base Rate Advances that such case may be, and by any other Lender will not make available to the Administrative Agent such Lender’s Percentage of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent and outstanding on the date of such Borrowing in accordance with subsection (a) Borrowing, plus interest accrued and unpaid thereon to and as of this Section 2.02 and the Administrative Agent maysuch date, in reliance upon such assumption, make available to the Borrower on Swing Line Bank or such date a corresponding amount. If Issuing Bank, as the case may be, and to the extent that such Lender shall not have so made such Percentage other Lenders for repayment of such Borrowing available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (d) The obligations of the Lenders hereunder to make Swing Line Advances and to make payments pursuant to Section 7.06 are several and not joint. The failure Letter of any Lender to make the Advance to be made by it as part of any Borrowing or to make any payment under Section 7.06 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing or to make its payment under Section 7.06Credit Advances.

Making the Advances. (a) The Borrowings to be made on the Closing Date pursuant to Except as otherwise provided in Section 2.01 2.02(b) or 2.03, each Borrowing shall be made on notice, which may be given by telephone or a Notice of Borrowing (provided, that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing). Such Notice of Borrowing must be given by the Borrower to the Administrative Agent (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. 1:00 P.M. (New York City time) on the third Business Day prior to the Closing Date (or such other time as date of the Administrative Agent and the Lenders may agree in their sole discretion), and (ii) proposed Borrowing in the case of a Borrowing comprising Alternate Base consisting of Eurodollar Rate Advances, or not later than 11:00 a.m. 12:00 P.M. (New York City time) on the Closing DateBusiness Day of the proposed Borrowing in the case of a Borrowing consisting of Base Rate 48 Amended and Restated KCSR Credit Agreement Advances, and by the Borrower to the Administrative Agent Agent, which shall give to each Appropriate Lender prompt notice thereofthereof by telex, telecopier or other form of electronic communication. Such telephonic Each such notice and of a Borrowing (a “Notice of Borrowing Borrowing”) shall specify be by telephone, confirmed immediately in writing, or telex, telecopier or other form of electronic communication, in substantially the form of Exhibit B hereto, specifying therein the requested (Ai) date of such Borrowing, (ii) Facility under which such Borrowing is to be made, (iii) Type of Advances to be made in connection with comprising such Borrowing, (Biv) aggregate amount of such Borrowing and (Cv) in the case of a Borrowing comprising consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01. Each Appropriate Lender shall, before 1:00 p.m. 2:00 P.M. (New York City time) on the Closing Datedate of any Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Administrative Agent’s Account, in same day funds, such Lender’s Percentage ratable portion of each such BorrowingBorrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s Account; provided, however, that, in the case of any Revolving Credit Borrowing, the Administrative Agent shall first apply such funds to prepay ratably the aggregate principal amount of any Swing Line Advances and Letter of Credit Advances outstanding at such time, together with interest accrued and unpaid thereon to and as of such date. (i) Each Swing Line Borrowing shall be made on notice, given not later than 1:00 P.M. (New York City time) on the date of the proposed Swing Line Borrowing, by the Borrower to the Swing Line Bank and the Administrative Agent. Each such notice of a Swing Line Borrowing (a “Notice of Swing Line Borrowing”) shall be by telephone, confirmed immediately in writing, or telex, telecopier or other form of electronic communication, specifying therein the requested (A) date of such Borrowing, (B) amount of such Borrowing and (C) maturity of such Borrowing (which maturity shall be no later than the tenth Business Day after the requested date of such Borrowing). The Swing Line Bank will make the amount of the requested Swing Line Advances available to the Administrative Agent at the Administrative Agent’s aforesaid address. (b) The Notice Account, in same day funds. After the Administrative Agent’s receipt of Borrowing delivered pursuant to Section 2.02(a) shall be irrevocable such funds and binding on the Borrower. In the event that such Notice upon fulfillment of Borrowing requests Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by the Borrower to fulfill on or before the date specified in such Notice of Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred the Administrative Agent will make such funds available to the Borrower by reason of crediting the liquidation or redeployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such dateBorrower’s Account. (cii) Unless The Swing Line Bank may, at any time in its sole and absolute discretion, request on behalf of the Borrower (and the Borrower hereby irrevocably authorizes the Swing Line Bank to so request on its behalf) that each Revolving Credit Lender make a Base Rate Advance in an amount equal to such Lender’s Pro Rata Share of the amount of Swing Line Advances then outstanding. Such request shall be deemed to be a Notice of Borrowing for purposes hereof and shall be made in accordance with the provisions of Sections 2.01(b) and 2.02 (a) without regard solely to the minimum amounts specified therein but subject to the satisfaction of the conditions set forth in Section 3.02. The Swing Line Bank shall furnish the Borrower with a copy of the applicable Notice of Borrowing promptly after delivering such notice to the Administrative Agent Agent. Each Revolving Credit Lender shall have received written notice via facsimile transmission from a Lender prior make an amount equal to (A) 5:00 p.m. (New York time) one Business Day prior to its Pro Rata Share of the date amount specified in such Notice of a Borrowing comprising Eurodollar Rate Advances or (B) 12:00 noon (New York time) on available for the date account of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available its Applicable Lending Office to the Administrative Agent for the account of the Swing Line Bank, by deposit to the Administrative Agent’s Account, in same date funds, not later than 11:00 A.M. on the day specified in such Notice of Borrowing. (iii) If for any reason any Swing Line Advance cannot be refinanced by a Revolving Credit Borrowing as contemplated by Section 2.02(b)(ii), the request for Base Rate Advances submitted by the applicable Swing Line Bank as set forth in Section 2.02(b)(ii) shall be deemed to be a request by the Swing Line Bank that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Advance and each Revolving Credit Lender’s Percentage of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available payment to the Administrative Agent on for the date account of the Swing Line Bank pursuant to Section 2.02(b)(ii) shall be deemed payment in respect of such Borrowing in accordance with subsection participation. 49 Amended and Restated KCSR Credit Agreement (aiv) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such any Revolving Credit Lender shall not have so made such Percentage the amount of its Pro Rata Share of such Borrowing Swing Line Advance available to the Administrative AgentAgent in accordance with the provisions of Section 2.02(b)(ii), such Revolving Credit Lender and the Borrower severally agree agrees to repay pay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to of the Borrower applicable Notice of Borrowing delivered by the Swing Line Bank until the date such amount is repaid paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (dv) The obligations Each Revolving Credit Lender’s obligation to make Revolving Credit Advances or to purchase and fund risk participations in Swing Line Advances pursuant to this Section 2.02(b) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Bank, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the Lenders hereunder foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Advances and to make payments pursuant to this Section 7.06 are several and not joint2.02(b) is subject to satisfaction of the conditions set forth in Section 3.02. The failure No funding of any Lender risk participations shall relieve or otherwise impair the obligation of the Borrower to make the Advance to be made by it repay Swing Line Advances, together with interest as part of any Borrowing or to make any payment under Section 7.06 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing or to make its payment under Section 7.06provided herein.

Making the Advances. (a) The Borrowings to be made on the Closing Date pursuant to Except as otherwise provided in Section 2.01 2.02(b) or 2.03, each Borrowing shall be made on notice, which may be given by telephone or a Notice of Borrowing (provided, that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing). Such Notice of Borrowing must be given by the Borrower to the Administrative Agent (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. A.M. (New York City time) on the third Business Day prior to the Closing Date (or such other time as date of the Administrative Agent and the Lenders may agree in their sole discretion), and (ii) proposed Borrowing in the case of a Borrowing comprising Alternate consisting of Eurodollar Rate Advances, or the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, not later than 11:00 a.m. (New York time) on by the Closing Date, and Borrower to the Administrative Agent Agent, which shall give to each Lender prompt notice thereofthereof by telex or telecopier. Such telephonic Each such notice and Notice of a Borrowing (a "NOTICE OF BORROWING") shall specify be by telephone, confirmed immediately in writing, or telex or telecopier, in substantially the form of Exhibit B hereto, specifying therein the requested (Ai) date of such Borrowing, (ii) Type of Advances to be made in connection with comprising such Borrowing, (Biii) aggregate amount of such Borrowing and (Civ) in the case of a Borrowing comprising consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01. Each Lender shall, before 1:00 p.m. 11:00 A.M. (New York City time) on the Closing Datedate of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Administrative Agent's Account, in same day funds, such Lender’s Percentage 's ratable portion of each such BorrowingBorrowing in accordance with the respective Revolving Credit Commitments of such Lender and the other Lenders. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent’s aforesaid address. (b) The Notice of Borrowing delivered pursuant to Section 2.02(a) shall be irrevocable and binding on by crediting the Borrower. In 's Account; provided, however, that, in the event that such Notice of Borrowing requests Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result case of any failure by the Borrower to fulfill on or before the date specified in such Notice of Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date of a Borrowing comprising Eurodollar Rate Advances or (B) 12:00 noon (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage of such Revolving Credit Borrowing, the Administrative Agent may assume that shall first make a portion of such Lender has made such portion available funds equal to the Administrative Agent aggregate principal amount of any Swing Line Advances and Letter of Credit Advances made by the Swing Line Bank or the Issuing Bank, as the case may be, and by any other Lender and outstanding on the date of such Borrowing in accordance with subsection (a) Revolving Credit Borrowing, plus interest accrued and unpaid thereon to and as of this Section 2.02 and the Administrative Agent maysuch date, in reliance upon such assumption, make available to the Borrower on Swing Line Bank or the Issuing Bank, as the case may be, and such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage other Lenders for repayment of such Borrowing available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (d) The obligations of the Lenders hereunder to make Swing Line Advances and to make payments pursuant to Section 7.06 are several and not joint. The failure Letter of any Lender to make the Advance to be made by it as part of any Borrowing or to make any payment under Section 7.06 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing or to make its payment under Section 7.06Credit Advances.

Making the Advances. (a) The Borrowings to be made on the Closing Date pursuant to Except as otherwise provided in Section 2.01 2.02(b) or 2.03, each Borrowing shall be made on notice, which may be given by telephone or a Notice of Borrowing (provided, that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing). Such Notice of Borrowing must be given by the Borrower to the Administrative Agent (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. 12:00 P.M. (New York City time) on the third Business Day prior to the Closing Date (or such other time as date of the Administrative Agent and the Lenders may agree in their sole discretion), and (ii) proposed Borrowing in the case of a Borrowing comprising Alternate consisting of Eurodollar Rate Advances, or the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Appropriate Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof by telex or telecopier; PROVIDED, HOWEVER, that the Term C Borrowing hereunder shall consist of Base Rate Advances and shall be made on notice, given not later than 11:00 a.m. 10:00 A.M. (New York City time) on the Closing DateBusiness Day of the proposed Term C Borrowing, and by the U.S. Borrower to the Administrative Agent Agent, which shall give to each Appropriate Lender prompt notice thereofthereof by telex or telecopier. Such telephonic Each such notice and Notice of a Borrowing (a "NOTICE OF BORROWING") shall specify be by telephone, confirmed immediately in writing, or telex or telecopier, in substantially the form of Exhibit B hereto, specifying therein the requested (Ai) date of such Borrowing, (ii) Facility under which such Borrowing is to be made, (iii) Type of Advances to be made in connection with comprising such Borrowing, (Biv) aggregate amount of such Borrowing and (Cv) in the case of a Borrowing comprising consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01. Each Appropriate Lender shall, before 1:00 p.m. 12:00 P.M. (New York City time) on the Closing Datedate of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Administrative Agent's Account, in same day funds, such Lender’s Percentage 's ratable portion of each such BorrowingBorrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Appropriate Borrower at by crediting the Administrative Agent’s aforesaid address. (b) The Notice of Borrowing delivered pursuant to Section 2.02(a) shall be irrevocable and binding on applicable Borrower's Account; PROVIDED, HOWEVER, that, in the Borrower. In the event that such Notice of Borrowing requests Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result case of any failure by the Borrower to fulfill on or before the date specified in such Notice of Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date of a Borrowing comprising Eurodollar Rate Advances or (B) 12:00 noon (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage of such Revolving Credit Borrowing, the Administrative Agent may assume that shall first make a portion of such Lender has made such portion available funds equal to the Administrative Agent aggregate principal amount of any Swing Line Advances and Letter of Credit Advances made by the Swing Line Bank or the Issuing Bank, as the case may be, and by any other Revolving Credit Lender and outstanding on the date of such Borrowing in accordance with subsection (a) Revolving Credit Borrowing, plus interest accrued and unpaid thereon to and as of this Section 2.02 and the Administrative Agent maysuch date, in reliance upon such assumption, make available to the Borrower on Swing Line Bank or the Issuing Bank, as the case may be, and such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage other Revolving Credit Lenders for repayment of such Borrowing available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (d) The obligations of the Lenders hereunder to make Swing Line Advances and to make payments pursuant to Section 7.06 are several and not joint. The failure Letter of any Lender to make the Advance to be made by it as part of any Borrowing or to make any payment under Section 7.06 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing or to make its payment under Section 7.06Credit Advances.

Making the Advances. (a) The Borrowings to be made on the Closing Date pursuant to Except as otherwise provided in Section 2.01 2.02(b) or 2.03, each Borrowing shall be made on notice, which may be given by telephone or a Notice of Borrowing (provided, that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing). Such Notice of Borrowing must be given by the Borrower to the Administrative Agent (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. A.M. (New York City time) on the third Business Day prior to the Closing Date (or such other time as date of the Administrative Agent and the Lenders may agree in their sole discretion), and (ii) proposed Borrowing in the case of a Borrowing comprising Alternate consisting of Eurodollar Rate Advances, or the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, not later than 11:00 a.m. (New York time) on by the Closing Date, and Borrower to the Administrative Agent Agent, which shall give to each Appropriate Lender prompt notice thereof(but in any event by no later than 3:00 P.M. on the date it receives such notice from the Borrower) thereof by telecopier. Such telephonic Each such notice and of a Borrowing (a “Notice of Borrowing Borrowing”) shall specify be by telephone, confirmed immediately in writing, or telecopier, in substantially the form of Exhibit B hereto, specifying therein the requested (Ai) date of such Borrowing, (ii) Facility under which such Borrowing is to be made, (iii) Type of Advances to be made in connection with comprising such Borrowing, (Biv) aggregate amount of such Borrowing and (Cv) in the case of a Borrowing comprising consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01. Each Appropriate Lender shall, before 1:00 p.m. P.M. (New York City time) on the Closing Datedate of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Administrative Agent’s Account, in same day funds, such Lender’s Percentage ratable portion of each such BorrowingBorrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s Account; provided, however, that, in the case of any Revolving Credit Borrowing, the Administrative Agent shall first apply such funds to prepay ratably the aggregate principal amount of any Swing Line Advances and Letter of Credit Advances outstanding at such time, together with interest accrued and unpaid thereon to and as of such date. (i) Each Swing Line Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the date of the proposed Swing Line Borrowing, by the Borrower to the Swing Line Bank and the Administrative Agent. Each such notice of a Swing Line Borrowing (a “Notice of Swing Line Borrowing”) shall be by telephone, confirmed immediately in writing, or telecopier, specifying therein the requested (i) date of such Borrowing, (ii) amount of such Borrowing and (iii) maturity of such Borrowing (which maturity shall be no later than the seventh day after the requested date of such Borrowing). The Swing Line Bank will make the amount of the requested Swing Line Advances available to the Administrative Agent at the Administrative Agent’s aforesaid address. (b) The Notice Account, in same day funds. After the Administrative Agent’s receipt of Borrowing delivered pursuant to Section 2.02(a) shall be irrevocable such funds and binding on the Borrower. In the event that such Notice upon fulfillment of Borrowing requests Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by the Borrower to fulfill on or before the date specified in such Notice of Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred the Administrative Agent will make such funds available to the Borrower by reason of crediting the liquidation or redeployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such dateBorrower’s Account. (cii) Unless The Swing Line Bank may, at any time in its sole and absolute discretion, request on behalf of the Borrower (and the Borrower hereby irrevocably authorizes the Swing Line Bank to so request on its behalf) that each Revolving Credit Lender make a Base Rate Advance in an amount equal to such Lender’s Pro Rata Share of the amount of Swing Line Advances then outstanding. Such request shall be deemed to be a Notice of Borrowing for purposes hereof and shall be made in accordance with the provisions of Section 2.02(a) without regard solely to the minimum amounts specified therein but subject to the satisfaction of the conditions set forth in Section 3.02 (except that the Borrower shall not be deemed to have made any representations and warranties). The Swing Line Bank shall furnish the Borrower with a copy of the Notice of Borrowing promptly after delivering such notice to the Administrative Agent Agent. Each Revolving Credit Lender shall have received written notice via facsimile transmission from a Lender prior make an amount equal to (A) 5:00 p.m. (New York time) one Business Day prior to its Pro Rata Share of the date amount specified in such Notice of a Borrowing comprising Eurodollar Rate Advances or (B) 12:00 noon (New York time) on available for the date account of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available its Applicable Lending Office to the Administrative Agent for the account of such Swing Line Bank, by deposit to the Administrative Agent’s Account, in same date funds, not later than 3:00 P.M. on the day specified in such Notice of Borrowing. (iii) If for any reason any Swing Line Advance cannot be refinanced by a Revolving Credit Borrowing as contemplated by Section 2.02(b)(ii), the request for Base Rate Advances submitted by the Swing Line Bank as set forth in Section 2.02(b)(ii) shall be deemed to be a request by such Swing Line Bank that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Advance and each Revolving Credit Lender’s Percentage of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available payment to the Administrative Agent on for the date account of the Swing Line Bank pursuant to Section 2.02(b)(ii) shall be deemed payment in respect of such Borrowing in accordance with subsection participation. (aiv) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such any Revolving Credit Lender shall not have so made such Percentage the amount of its Pro Rata Share of such Borrowing Swing Line Advance available to the Administrative AgentAgent in accordance with the provisions of Section 2.02(b)(ii), such Revolving Credit Lender and the Borrower severally agree agrees to repay pay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date of the applicable Notice of Borrowing delivered by such amount is made available to the Borrower Swing Line Bank until the date such amount is repaid paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (dv) The obligations Each Revolving Credit Lender’s obligation to make Revolving Credit Advances or to purchase and fund risk participations in a Swing Line Advance pursuant to this Section 2.02(b) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Bank, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the Lenders hereunder foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Advances and to make payments pursuant to this Section 7.06 are several and not joint2.02(b) is subject to satisfaction of the conditions set forth in Section 3.02. The failure No funding of any Lender risk participations shall relieve or otherwise impair the obligation of the Borrower to make the Advance to be made by it repay Swing Line Advances, together with interest as part of any Borrowing or to make any payment under Section 7.06 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing or to make its payment under Section 7.06provided herein.

Making the Advances. (a) The Borrowings to be made on the Closing Date pursuant to Section 2.01 Each Borrowing shall be made on notice, which may be given by telephone or a Notice of Borrowing (provided, that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing). Such Notice of Borrowing must be given by the Borrower to the Administrative Agent (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than (x) 11:00 a.m. A.M. (New York City time) on the third Business Day prior to the Closing Date date of the proposed Borrowing (or at such other later time as the Administrative Agent and the Lenders Agent, in its reasonable discretion, may agree in their sole discretion), and (iito) in the case of a Borrowing comprising Alternate consisting of Eurodollar Rate Advances or (y) 11:00 A.M. (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, not later than 11:00 a.m. (New York time) on by the Closing Date, and Borrower to the Administrative Agent Agent, which shall give to each Lender prompt notice thereofthereof by telecopier or other electronic communication. Such telephonic Each notice and of a Borrowing shall be by notice in substantially the form of Exhibit A hereto or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent) (a “Notice of Borrowing shall specify Borrowing”), specifying therein the requested (Ai) date of such Borrowing (which shall be a Business Day), (ii) Type of Advances to be made in connection with comprising such Borrowing, (Biii) aggregate amount of such Borrowing and Borrowing, (Civ) in the case of a Borrowing comprising Eurodollar Rate Advances, the initial Interest Period for each such Advance, if such Borrowing is to consist of Eurodollar Rate Advances and (v) account or accounts in which the proceeds of the Borrowing shall should be subject to the limitations stated in the definition of “Interest Period” in Section 1.01credited. Each Lender shall, before 1:00 p.m. P.M. (New York City time) on the Closing Date, date of such Borrowing make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the applicable Administrative Agent’s Office, in same day funds, such Lender’s Percentage ratable portion of each such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at in immediately available funds to the account or accounts specified by the Borrower to the Administrative Agent’s aforesaid addressAgent in the Notice of Borrowing relating to the applicable Borrowing. (b) The Anything in Section 2.02(a) to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Borrowing if the obligation of the ​ ​ Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.08 or 2.12 and (ii) the Eurodollar Rate Advances may not be outstanding as part of more than ten separate Borrowings. (c) Each Notice of Borrowing delivered pursuant to Section 2.02(a) shall be irrevocable and binding on the Borrower. In the event case of any Borrowing that such the related Notice of Borrowing requests specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any reasonable loss, cost or expense incurred by such Lender as a result of any failure by the Borrower to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any reasonable loss (including excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (cd) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date time of a any Borrowing comprising Eurodollar Rate Advances or (B) 12:00 noon (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (aSection 2.02(a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such any Lender shall not have so made such Percentage of such Borrowing ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to pay or to repay to the Administrative Agent forthwith on demand such corresponding amount together with and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is paid or repaid to the Administrative Agent, at (i) in the case of the Borrower, the higher of (A) the interest rate applicable at the time to Advances made in connection with comprising such Borrowing and (B) the cost of funds incurred by the Administrative Agent in respect of such amount and (ii) in the case of such Lender, the Federal Funds Rate. If the Borrower and such Lender shall repay pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so repaid paid shall constitute such Lender’s Advance as part of such Borrowing for all purposes of this Agreement. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (de) The obligations of the Lenders hereunder to make Advances and to make payments pursuant to Section 7.06 are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing or to make any payment under Section 7.06 on any date required hereunder shall not relieve any other Lender of its corresponding obligation obligation, if any, hereunder to do so make its Advance on the date of such dateBorrowing, and but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing. (f) If any Lender makes available to the Administrative Agent funds for any Advance to be made by such Lender as provided herein, and such funds are not made available to a Borrower by the Administrative Agent because the conditions to such Borrowing are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall promptly return such funds (in like funds as received from such Lender) to make its payment under Section 7.06.such Lender, without interest. ​ ​

Making the Advances. (a) The Borrowings to be made on the Closing Date pursuant to Except as provided in clause (b) below or Section 2.01 3.04, each Borrowing shall be made on irrevocable notice, which may be given by telephone not later than 12:00 P.M. (New York City time) on (i) the third Business Day (or a Notice in the case of Borrowing (providedthe initial Borrowing, that any telephonic notice must be confirmed immediately by delivery the Business Day) prior to the Administrative Agent date of the proposed Borrowing, in the case of a Notice Borrowing consisting of Borrowing). Such Notice Eurodollar Rate Advances, or (ii) the first Business Day prior to the date of the proposed Borrowing must be given in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent (i) in the case of a Borrowing comprising Eurodollar Rate AdvancesAgent, not later than 11:00 a.m. (New York time) on the third Business Day prior to the Closing Date (or such other time as the Administrative Agent and the Lenders may agree in their sole discretion), and (ii) in the case of a Borrowing comprising Alternate Base Rate Advances, not later than 11:00 a.m. (New York time) on the Closing Date, and the Administrative Agent which shall give to each Appropriate Lender prompt notice thereofthereof by telecopier or electronic communication. Such telephonic Each such irrevocable notice and Notice of a Borrowing (a “Funding Notice”) shall specify be by telephone, confirmed promptly in writing, including by telecopier or electronic communication, in substantially the form of Exhibit C, specifying therein the requested (Ai) date of such Borrowing, (ii) Facility under which such Borrowing is to be made, (iii) Type of Advances to be made in connection with comprising such Borrowing, (Biv) aggregate amount of such Borrowing and (Cv) in the case of a Borrowing comprising consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01. Each Appropriate Lender shall, before 1:00 p.m. 12:00 P.M. (New York City time) on the Closing Datedate of such Borrowing, make available by wire transfer for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Administrative Agent’s Account, in same day funds, such Lender▇▇▇▇▇▇’s Percentage ratable portion of each such Borrowing, in accordance with the respective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment or waiver of the applicable conditions set forth in Article IIIV, the Administrative Agent will make such funds available to the Borrower at by crediting the Administrative Agent’s aforesaid addressLongview Revenue Account or as otherwise directed by the Borrower in the Funding Notice. (b) The Notice of Borrowing delivered pursuant to Section 2.02(a) shall be irrevocable and binding on the Borrower. In the event that such Notice of Borrowing requests Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by the Borrower to fulfill on or before the date specified in such Notice of Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) Unless the Administrative Agent shall have received written notice via facsimile transmission from a an Appropriate Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date of a any Borrowing comprising Eurodollar Rate Advances or (B) 12:00 noon (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender▇▇▇▇▇▇’s Percentage ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection clause (a) of this Section 2.02 above and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing ratable portion available to the Administrative Agent, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such date of Borrowing until the date such amount is paid to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower severally agree to repay shall immediately pay such corresponding amount to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date of such amount is made available to the Borrower Borrowing until the date such amount is repaid paid to the Administrative Agent, at (i) in the case of rate payable hereunder for Base Rate Advances under the Borrower, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreementrelevant Facility. (dc) The obligations of the Lenders hereunder to make Advances and to make payments pursuant to Section 7.06 are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing or to make any payment under Section 7.06 on any date required hereunder shall not relieve any other Lender of its corresponding obligation obligation, if any, hereunder to do so make its Advance on the date of such dateBorrowing, and but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing or to make its payment under Borrowing. Nothing in this Section 7.062.02 shall prejudice any rights that the Borrower may have against a Defaulting Lender.

Making the Advances. (a) The Borrowings to be made Each Borrowing on the Closing Funding Date pursuant to Section 2.01 shall be made on notice, which may be given by telephone or a Notice of Borrowing (provided, that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing). Such Notice of Borrowing must be given by the Borrower to the Administrative Agent (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. (x) 1:00 p.m. (New York City time) on the third Business Day prior to the Closing Date date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances or (y) 12:00 Noon (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or other electronic means. Such notice of Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or telecopier or other electronic means (it being understood that the Agent may rely on the authority of any individual making such other time as telephone request without the Administrative Agent and necessity of receipt of such written confirmation), in substantially the Lenders may agree in their sole discretion)form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iiiv) in the case of a Borrowing comprising Alternate Base Rate Advances, not later than 11:00 a.m. (New York time) on the Closing Date, and the Administrative Agent shall give to each Lender prompt notice thereof. Such telephonic notice and Notice consisting of Borrowing shall specify the requested (A) Type of Advances to be made in connection with such Borrowing, (B) aggregate amount of such Borrowing and (C) in the case of a Borrowing comprising Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01. Each Lender shall, before 1:00 2:00 p.m. (New York City time) on the Closing Date, date of such Borrowing make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Agent’s Account, in same day funds, such Lender’s Percentage Ratable Share of each such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at by transferring such funds to an account designated by the Administrative Agent’s aforesaid addressBorrower no later than 4:00 p.m. (New York City time) on the date of such Borrowing. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $5,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.05 or 2.09 and (ii) the Eurodollar Rate Advances may not be outstanding as part of more than ten separate Borrowings. (c) The Notice of Borrowing delivered pursuant to Section 2.02(a) shall be irrevocable and binding on the Borrower. In the event case of any Borrowing that such the related Notice of Borrowing requests specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by the Borrower to fulfill on or before the date specified in such the Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (cd) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date time of a any Borrowing comprising Eurodollar Rate Advances or (B) 12:00 noon (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage Ratable Share of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing Ratable Share available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Advances made in connection with comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If the Borrower and such Lender shall pay such interest to the Agent for the same or an overlapping period, the Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower to the Agent for such period. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against the Lender that shall have failed to make such payment to the Agent. (de) The obligations of the Lenders hereunder to make Advances and to make payments pursuant to Section 7.06 are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing or to make any payment under Section 7.06 on any date required hereunder shall not relieve any other Lender of its corresponding obligation obligation, if any, hereunder to do so make its Advance on the date of such dateBorrowing, and but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing or to make its payment under Section 7.06Lender.

Making the Advances. (a) The Borrowings to be made on the Closing Date pursuant to Except as otherwise provided in Section 2.01 2.02(b) or 2.03, each Borrowing shall be made on notice, which may be given by telephone or a Notice of Borrowing (provided, that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing). Such Notice of Borrowing must be given by the Borrower to the Administrative Agent (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. 12:00 P.M. (New York City time) on the third Business Day prior to the Closing Date (or such other time as date of the Administrative Agent and the Lenders may agree in their sole discretion), and (ii) proposed Borrowing in the case of a Borrowing comprising Alternate consisting of Eurodollar Rate Advances, or the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, not later than 11:00 a.m. (New York time) on by the Closing Date, and Borrower to the Administrative Agent Agent, which shall give to each Appropriate Lender prompt notice thereofthereof by telecopier or electronic communication. Such telephonic Each such notice and of a Borrowing (a “Notice of Borrowing Borrowing”) shall specify be by telephone, confirmed immediately in writing, or by telecopier or electronic communication, in substantially the form of Exhibit B hereto, specifying therein the requested (Ai) date of such Borrowing, (ii) Facility under which such Borrowing is to be made, (iii) Type of Advances to be made in connection with comprising such Borrowing, (Biv) aggregate amount of such Borrowing and (Cv) in the case of a Borrowing comprising consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01. Each Appropriate Lender shall, before 1:00 p.m. 12:00 P.M. (New York City time) on the Closing Datedate of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Administrative Agent’s Account, in same day funds, such Lender’s Percentage ratable portion of each such BorrowingBorrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s Account; provided, however, that, in the case of any Revolving Credit Borrowing, the Administrative Agent shall first apply such funds to prepay ratably the aggregate principal amount of any Swing Line Advances and Letter of Credit Advances outstanding at such time, together with interest accrued and unpaid thereon to and as of such date. (i) Each Swing Line Borrowing shall be made on notice, given not later than 12:00 P.M. (New York City time) on the date of the proposed Swing Line Borrowing, by the Borrower to the Swing Line Bank and the Administrative Agent. Each such notice of a Swing Line Borrowing (a “Notice of Swing Line Borrowing”) shall be by telephone, confirmed immediately in writing, or by telecopier or electronic communication, specifying therein the requested (i) date of such Borrowing, (ii) amount of such Borrowing and (iii) maturity of such Borrowing (which maturity shall be no later than the seventh day after the requested date of such Borrowing). The Swing Line Bank will make the amount of the requested Swing Line Advances available to the Administrative Agent at the Administrative Agent’s aforesaid address. (b) The Notice Account, in same day funds. After the Administrative Agent’s receipt of Borrowing delivered pursuant to Section 2.02(a) shall be irrevocable such funds and binding on the Borrower. In the event that such Notice upon fulfillment of Borrowing requests Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by the Borrower to fulfill on or before the date specified in such Notice of Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred the Administrative Agent will make such funds available to the Borrower by reason of crediting the liquidation or redeployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such dateBorrower’s Account. (cii) Unless The Swing Line Bank may, at any time in its sole and absolute discretion, request on behalf of the Borrower (and the Borrower hereby irrevocably authorizes the Swing Line Bank to so request on its behalf) that each Revolving Credit Lender make a Base Rate Advance in an amount equal to such Lender’s Pro Rata Share of the amount of Swing Line Advances then outstanding. Such request shall be deemed to be a Notice of Borrowing for purposes hereof and shall be made in accordance with the provisions of Section 2.02(a) without regard solely to the minimum amounts specified therein but subject to the satisfaction of the conditions set forth in Section 3.02. The Swing Line Bank shall furnish the Borrower with a copy of the applicable Notice of Borrowing promptly after delivering such notice to the Administrative Agent Agent. Each Revolving Credit Lender shall have received written notice via facsimile transmission from a Lender prior make an amount equal to (A) 5:00 p.m. (New York time) one Business Day prior to its Pro Rata Share of the date amount specified in such Notice of a Borrowing comprising Eurodollar Rate Advances or (B) 12:00 noon (New York time) on available for the date account of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available its Applicable Lending Office to the Administrative Agent for the account of the Swing Line Bank, by deposit to the Administrative Agent’s Account, in same date funds, not later than 12:00 P.M. on the day specified in such Notice of Borrowing. (iii) If for any reason any Swing Line Advance cannot be refinanced by a Revolving Credit Borrowing as contemplated by Section 2.02(b)(ii), the request for Base Rate Advances submitted by the Swing Line Bank as set forth in Section 2.02(b)(ii) shall be deemed to be a request by the Swing Line Bank that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Advance and each Revolving Credit Lender’s Percentage of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available payment to the Administrative Agent on for the date account of the Swing Line Bank pursuant to Section 2.02(b)(ii) shall be deemed payment in respect of such Borrowing in accordance with subsection participation. (aiv) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such any Revolving Credit Lender shall not have so made such Percentage the amount of its Pro Rata Share of such Borrowing Swing Line Advance available to the Administrative AgentAgent in accordance with the provisions of Section 2.02(b)(ii), such Revolving Credit Lender and the Borrower severally agree agrees to repay pay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to of the Borrower applicable Notice of Borrowing delivered by the Swing Line Bank until the date such amount is repaid paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (dv) The obligations Each Revolving Credit Lender’s obligation to make Revolving Credit Advances or to purchase and fund risk participations in Swing Line Advance pursuant to this Section 2.02(b) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Bank, the Borrower or any other Person for any reason whatsoever, (B) the occurrence of continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the Lenders hereunder foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Advances and to make payments pursuant to this Section 7.06 are several and not joint2.02(b) is subject to satisfaction of the conditions set forth in Section 3.02. The failure No funding of any Lender risk participations shall relieve or otherwise impair the obligation of the Borrower to make the Advance to be made by it repay Swing Line Advances, together with interest as part of any Borrowing or to make any payment under Section 7.06 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing or to make its payment under Section 7.06provided herein.

Making the Advances. (a) The Borrowings to be made on the Closing Date pursuant to Section 2.01 Each Borrowing shall be made on notice, which may be given by telephone or a Notice of Borrowing (provided, that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing). Such Notice of Borrowing must be given by the Borrower to the Administrative Agent (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. A.M. (New York City time) on the third Business Day prior to the Closing Date (date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances, or such other time as the Business Day of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent and Agent, which shall give to each Lender prompt notice thereof by telecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or telecopier in substantially the Lenders may agree in their sole discretion)form of Exhibit A hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iiiv) in the case of a Borrowing comprising Alternate Base Rate Advances, not later than 11:00 a.m. (New York time) on the Closing Date, and the Administrative Agent shall give to each Lender prompt notice thereof. Such telephonic notice and Notice consisting of Borrowing shall specify the requested (A) Type of Advances to be made in connection with such Borrowing, (B) aggregate amount of such Borrowing and (C) in the case of a Borrowing comprising Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01. Each Lender shall, before 1:00 p.m. 12:00 noon (New York City time) on the Closing Datedate of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Administrative Agent’s Office, in same day funds, such Lender’s Percentage ratable portion of each such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent’s aforesaid addressaddress referred to in Section 8.02. (b) The Anything in subsection (a) above or Section 2.09 to the contrary notwithstanding, (i) if the Eurodollar Rate cannot be determined for any Eurodollar Rate Advances in accordance with clause (a) of the definition of “Eurodollar Rate”, (A) the Administrative Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances, (B) unless the Borrower then notifies the Administrative Agent that it withdraws its Notice for an Advance, each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (C) the obligation of the Lenders to make Eurodollar Rate Advances or to Convert Advances into Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, (ii) if, with respect to any Eurodollar Rate Advances, the Lenders required to make at least 51% of such Eurodollar Rate Advances notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (A) unless the Borrower notifies the *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. Administrative Agent of its election to repay such Advances on the last day of the then existing Interest Period therefor, each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (B) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, (iii) there shall not be more than ten Interest Periods in effect. (c) Except as otherwise provided in this Agreement, each Notice of Borrowing delivered pursuant to Section 2.02(a) shall be irrevocable and binding on the Borrower. In the event that Borrower and, in respect of any Borrowing comprised of or including Eurodollar Rate Advances specified in such Notice of Borrowing requests Eurodollar Rate AdvancesBorrowing, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender solely as a result of any failure by the Borrower to fulfill borrow on or before the date specified in such the Notice of Borrowing the applicable conditions set forth in Article IIIfor such Borrowing, including, without limitation, including any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender to fund the Eurodollar Rate Advance to be made by such Lender as part of such Borrowing when such Eurodollar Rate Advance, solely as a result of such failure, is not made on such date. Without prejudice to the survival of any other provision of this Agreement, the provisions of this paragraph shall survive any termination of this Agreement. (cd) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date of any Borrowing (or in the case of a Borrowing comprising Eurodollar Base Rate Advances or (B) Borrowing, prior to 12:00 noon (New York City time) on the date of a Borrowing comprising Alternate Base Rate Advances such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s Percentage ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing available to the Administrative AgentAgent on the date of any Borrowing such Lender’s ratable portion of such Borrowing, such Lender agrees, and the Borrower severally agree agrees, to pay or repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is paid or repaid to the Administrative Agent, at (i) in the case of the Borrowersuch Lender, the interest greater of the Federal Funds Rate and a rate applicable at determined by the time to Advances made Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with such Borrowing the foregoing and (ii) in the case of the Borrower, the rate applicable to such Lender, Borrowing (provided that such payment at the Federal Funds RateRate with respect to any Eurodollar Rate Advance shall not affect the status of such Advance as a Eurodollar Rate Advance). If such Lender shall repay pay to the Administrative Agent such corresponding amount, such the amount so repaid paid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this AgreementAgreement from and including the date of such Borrowing. (de) The obligations of the Lenders hereunder to make Advances and to make payments pursuant to Section 7.06 are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing or to make any payment under Section 7.06 on any date required hereunder shall not relieve any other Lender of its corresponding obligation obligation, if any, hereunder to do so make its Advance on the date of such dateBorrowing, and but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing or to make its payment under Section 7.06Borrowing.

Making the Advances. (a) The Borrowings Any Revolving Advance shall, at the option of the Borrowers, be made either as a Base Rate Advance or as a LIBO Rate Advance (except for the first three Business Days after the Agreement Date, during which period the Advances shall bear interest as a Base Rate Advance); provided, however, that (i) if the Borrowers fail to give the Administrative Agent written notice specifying whether a LIBO Rate Advance is to be made repaid or reborrowed on the Closing Date last day of the applicable Interest Period for such LIBO Rate Advance, such LIBO Rate Advance shall be repaid and then reborrowed as a Base Rate Advance on such date, and (ii) the Borrowers may not select a LIBO Rate Advance (A) with respect to the Swing Line Advances, (B) with respect to an Advance, the proceeds of which are to reimburse an Issuing Bank pursuant to Section 2.01 2.1(c) hereof, or (C) if, at the time of such Advance, a Default or an Event of Default has occurred and is continuing. Each Revolving Advance shall be made made, to the extent that a Lender is so obligated under Section 2.1, on notice, which may be given by telephone or a Notice of Borrowing (provided, that any telephonic written notice must be confirmed immediately by delivery from the Borrower requesting such Revolving Advance to the Administrative Agent of a Notice of Borrowing). Such Notice of Borrowing must be given by the Borrower to the Administrative Agent delivered before 11:00 A.M. (New York City time) on, (i) in the case of a Borrowing comprising Eurodollar LIBO Rate AdvancesAdvance, not later than 11:00 a.m. (New York time) on the third a Business Day which is at least three (3) Business Days prior to the Closing Date (or first day of the Interest Period for such other time as the Administrative Agent and the Lenders may agree in their sole discretion)LIBO Rate Advance, and (ii) in the case of a Borrowing comprising Alternate Base Rate AdvancesAdvance, not later than 11:00 a.m. on or before the Business Day for the making of such Advance, in each case, specifying (New York timev) whether the Revolving Advance is a new borrowing, or a continuation or Conversion of, a Revolving Advance under the Commitments, (w) the Type of Revolving Advance to be made, (x) the date on which such Revolving Advance is to be made, (y) the Closing Date, and amount of such Revolving Advance (which amounts shall be allocated by the Administrative Agent shall give to among the Lenders, on a pro rata basis in accordance with each Lender prompt notice thereof. Such telephonic notice and Notice of Borrowing shall specify the requested (A) Type of Advances to be made in connection with such Borrowing, (B) aggregate amount Lender's Pro Rata Share of such Borrowing Revolving Advance), and (Cz) in the case of a Borrowing comprising Eurodollar proposed LIBO Rate Advances, the initial Interest Period therefor (which Interest Period shall be the same for each Lender) (such Advancewritten notice to be substantially in the form of Exhibit C attached hereto, which and being hereinafter referred to as the "Notice of Borrowing"). Each such Notice of Borrowing shall be subject to sent by electronic mail or facsimile and signed by the limitations stated in chief financial officer of any of the definition Borrowers or Vice President of “Interest Period” in Section 1.01Corporate Finance or the Senior Director of Treasury or corporate controller of Del Monte Fresh Produce Company. Each Lender making a Revolving Advance shall, before 1:00 p.m. P.M. (New York City time) on the Closing Datedate such Revolving Advance is to be made, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Administrative Agent's Account, in same day funds, such Lender’s Percentage 's Pro Rata Share of each such BorrowingAdvance. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III3, the Administrative Agent will make such funds available to the requesting Borrower at by crediting the Administrative Agent’s aforesaid addressaccount of such Borrower set forth in the Notice of Borrowing pursuant to which the Advance is being made. (b) Each Swing Line Advance shall be made on notice, given not later than 11:00 A.M. (New York City time) on the date of the proposed Swing Line Advance, by any Borrower to the Swing Line Bank. Each such notice of a proposed Swing Line borrowing (a "Notice of Swing Line Borrowing") shall be by telephone, confirmed immediately in writing, or electronic mail or facsimile, specifying therein the requested (i) date on which such Swing Line Advance is to be made and (ii) amount of such Swing Line Advance. The Swing Line Bank, upon fulfillment of the applicable conditions set forth in Article 3, will make the amount thereof available, no later than 4:00 P.M. (New York City time) on such Business Day, to the requesting Borrower in same day funds by crediting the account of such Borrower set forth in the Notice of Swing Line Borrowing pursuant to which the Swing Line Advance is being made. At any time the Swing Line Bank makes a Swing Line Advance, each Lender (other than the Swing Line Bank) shall be deemed, without further action by any Person, to have purchased from the Swing Line Bank an unfunded participation in any such Swing Line Advance in an amount equal to such Lender's Pro Rata Share of such Swing Line Advance and shall be obligated to fund such participation as a Revolving Advance at such time and in the manner provided below. Each such Lender's obligation to participate in, purchase and fund such participating interests shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (A) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swing Line Bank or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default or an Event of Default or the termination of the Commitments; (C) any adverse change in the condition (financial or otherwise) of the requesting Borrower or any other Person; (D) any breach of this Agreement by any Borrower or any other Lender; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Each Borrower hereby consents to each such sale and assignment. Each Lender agrees to fund its Pro Rata Share of an outstanding Swing Line Advance on (X) the Business Day on which demand therefor is made by the Swing Line Bank, provided that such demand is made not later than 11:00 A.M. (New York City time) on such Business Day, or (Y) the first Business Day next succeeding such demand if such demand is made after such time. Upon any such assignment by the Swing Line Bank to any other Lender of a participation in a Swing Line Advance, the Swing Line Bank represents and warrants to such other Lender that it is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Swing Line Advance, the Loan Documents or the Borrower to which such Swing Line Advance was made. If and to the extent that any Lender shall not have so made the amount of such participation in such Swing Line Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of request by the Swing Line Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such amount for the account of the Swing Line Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Swing Line Advance made by the Swing Line Bank shall be reduced by such amount on such Business Day. (c) Each Notice of Borrowing delivered pursuant to Section 2.02(a) and Notice of Swing Line Borrowing shall be irrevocable and binding on the Borrower. In Borrowers requesting the event that Advances covered by such Notice of Borrowing requests Eurodollar Rate Advances, the and such Borrower shall indemnify each Lender against any loss, cost loss or expense incurred by such Lender as a result of any failure by the Borrower to fulfill on or before before, as applicable, the date specified in for such Notice of Borrowing Advance the applicable conditions set forth in Article III3, including, without limitation, any loss (including excluding loss of anticipated profits), cost ) or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender (and the Administrative Agent in the case of Advances by the Administrative Agent pursuant to Section 2.2(d)) to fund the such Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (cd) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date of a Borrowing comprising Eurodollar Rate Advances or (B) 12:00 noon (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances any Revolving Advance, that such Lender will not make available to the Administrative Agent such Lender’s Percentage 's Pro Rata Share of such BorrowingAdvance, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing Advance in accordance with subsection (a) of this Section 2.02 2.2 and the Administrative Agent may, in reliance upon such assumption, make available to the requesting Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing ratable portion available to the Administrative Agent, such Lender and the requesting Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount together with and to pay interest thereon, for each day from the date such amount is made available to the requesting Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of repayment or payment by the Borrower, the interest rate applicable at the such time under Section 2.6 to Advances made in connection with such Borrowing Revolving Advance, and (ii) in the case of repayment or payment by such Lender, the Federal Funds Rate. If such Lender shall repay pay to the Administrative Agent such corresponding amount, such amount so repaid paid shall constitute such Lender’s 's Advance as part of such Borrowing for purposes of this Agreementall purposes. (de) The obligations of the Lenders hereunder to make Advances and to make payments pursuant to Section 7.06 are several and not joint. The failure of any Lender to make the any Advance required to be made by it as part of any Borrowing or to make any payment under Section 7.06 on any date required hereunder shall not relieve any other Lender of its corresponding obligation obligation, if any, under this Agreement to do so on such datemake any Advance required to be made by it, and but no Lender shall be responsible for the failure of any other Lender to make the any Advance required to be made by such other Lender on Lender. (f) Notwithstanding anything in this Agreement to the date contrary, LIBO Rate Advances may not be outstanding as part of any Borrowing more than 10 separate Borrowings in the aggregate. Each LIBO Rate Advance shall be in an amount of U.S.$5,000,000 or to make its payment under Section 7.06an integral multiple of U.S.$100,000 in excess thereof. Each Base Rate Advance (other than the initial Base Rate Advance hereunder) shall be in an amount of U.S. $1,000,000 or an integral multiple of U.S. $100,000 in excess thereof.

Making the Advances. (a) The Borrowings Except as otherwise provided herein, the Borrower may request the Lenders to be made on make Advances to the Closing Date pursuant to Section 2.01 shall be made on notice, which may be given Borrower no more frequently than twice per week by telephone or a Notice of Borrowing (provided, that any telephonic notice must be confirmed immediately by the delivery to the Administrative Agent of a Notice of Borrowing). Such Notice of Borrowing must be given by the Borrower to the Administrative Agent (i) in the case of a Borrowing comprising Eurodollar Rate AdvancesAgent, not later than 11:00 a.m. 3:00 P.M. (New York City time) on the third any Business Day prior to of a written notice of such request substantially in the Closing Date form of Exhibit B attached hereto (each such notice, a “Notice of Borrowing”), together with a duly completed Borrowing Base Certificate, signed by a Responsible Officer and including a Schedule of Assets. Any Notice of Borrowing or such other time as Borrowing Base Certificate received by the Administrative Agent and after the Lenders may agree in their sole discretion), and (ii) time specified in the case of a Borrowing comprising Alternate Base Rate Advances, not later than 11:00 a.m. (New York time) on the Closing Date, and immediately preceding sentence shall be deemed to have been received by the Administrative Agent shall give on the next Business Day, and to each Lender prompt notice thereof. Such telephonic notice and Notice of Borrowing shall specify the requested (A) Type of Advances to be made in connection with such Borrowing, (B) aggregate amount of such Borrowing and (C) extent that results in the case proposed Borrowing Date being earlier than two (2) Business Days after the date of a Borrowing comprising Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition delivery of “Interest Period” in Section 1.01. Each Lender shall, before 1:00 p.m. (New York time) on the Closing Date, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02, in same day funds, such Lender’s Percentage of each such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent’s aforesaid address. (b) The Notice of Borrowing delivered pursuant to Section 2.02(a) shall be irrevocable and binding on the Borrower. In the event that such Notice of Borrowing requests Eurodollar Rate AdvancesBorrowing, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by the Borrower to fulfill on or before then the date specified in such Notice of Borrowing as the applicable conditions set forth proposed Borrowing Date of an Advance shall be deemed to be the Business Day immediately succeeding the proposed Borrowing Date of such Advance specified in Article IIIsuch Notice of Borrowing. The proposed Borrowing Date specified in a Notice of Borrowing shall be no earlier than two (2) Business Days after the date of delivery of such Notice of Borrowing and may be up to a maximum of thirty (30) days after the date of delivery of such Notice of Borrowing. Unless otherwise provided herein, including, without limitation, any loss each Notice of Borrowing shall be irrevocable and shall specify (including loss of anticipated profits), cost or expense incurred by reason i) the aggregate principal amount of the liquidation or redeployment Advance requested, and (ii) the Borrowing Date (which shall be a Business Day). (b) The aggregate principal amount of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such each Advance, as a result of such failureother than the initial Advance hereunder, is shall not made on such datebe less than [***]. (c) Unless Upon receipt by the Administrative Agent of a Notice of Borrowing and a Borrowing Base Certificate from the Borrower, the Administrative Agent shall have received promptly (on the date of its deemed receipt of the related Borrowing Base Certificate) deliver to each Lender a copy of such Notice of Borrowing and a written notice via facsimile transmission from a specifying each Lender’s Applicable Percentage of the amount requested by the Borrower pursuant to the applicable Notice of Borrowing. Thereafter, each Lender prior shall make Advances in an aggregate amount equal to (A) 5:00 p.m. its Applicable Percentage of the amount requested by the Borrower pursuant to the applicable Notice of Borrowing to the Administrative Agent’s Account by no later than 3:00 P.M. (New York time) one Business Day prior to the date of a Borrowing comprising Eurodollar Rate Advances or (B) 12:00 noon (New York City time) on the date Borrowing Date specified or deemed specified in such Notice of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon shall promptly make such assumption, make Advance available to the Borrower on such date a corresponding amount. If and in U.S. Dollars to the extent that such Lender shall not have so made such Percentage of such Borrowing available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this AgreementAccount. (d) The obligations of the Lenders hereunder to make Advances and to make payments pursuant to Section 7.06 are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing or to make any payment under Section 7.06 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing or to make its payment under Section 7.06.

Making the Advances. (aA) The Borrowings Except as otherwise provided herein, the Borrower may request the Lenders to be made on make Advances to the Closing Date pursuant to Section 2.01 shall be made on notice, which may be given Borrower by telephone or a Notice of Borrowing (provided, that any telephonic notice must be confirmed immediately by the delivery to the Administrative Agent, each Funding Agent of and, so long as it remains a Notice of Borrowing). Such Notice of Borrowing must be given by Lender hereunder, the Borrower to the Administrative Agent (i) in the case of a Borrowing comprising Eurodollar Rate AdvancesCS Conduit Lender, not later than 11:00 a.m. 1:00 P.M. (New York City time) on the third two (2) Business Day Days prior to the Closing proposed Borrowing Date of a written notice of such request substantially in the form of Exhibit B-2 attached hereto (each such notice, a “Notice of Borrowing”) together with a duly completed Borrowing Base Certificate signed by a Responsible Officer of the Borrower. Any Notice of Borrowing or such other time as Borrowing Base Certificate received by the Administrative Agent and the Lenders may agree Funding Agents after the time specified in their sole discretion)the immediately preceding sentence shall be deemed to have been received by the Agent and the Funding Agents on the next Business Day, and (ii) to the extent that results in the case proposed Borrowing Date being earlier than two (2) Business Days after the date of a Borrowing comprising Alternate Base Rate Advances, not later than 11:00 a.m. (New York time) on the Closing Date, and the Administrative Agent shall give to each Lender prompt notice thereof. Such telephonic notice and Notice delivery of Borrowing shall specify the requested (A) Type of Advances to be made in connection with such Borrowing, (B) aggregate amount of such Borrowing and (C) in the case of a Borrowing comprising Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01. Each Lender shall, before 1:00 p.m. (New York time) on the Closing Date, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02, in same day funds, such Lender’s Percentage of each such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent’s aforesaid address. (b) The Notice of Borrowing delivered pursuant to Section 2.02(a) shall be irrevocable and binding on the Borrower. In the event that such Notice of Borrowing requests Eurodollar Rate AdvancesBorrowing, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by the Borrower to fulfill on or before then the date specified in such Notice of Borrowing as the proposed Borrowing Date of an Advance shall be deemed to be the Business Day immediately succeeding the proposed Borrowing Date of such Advance specified in such Notice of Borrowing. The proposed Borrowing Date specified in a Notice of Borrowing shall be no earlier than two Business Days after the date of delivery of such Notice of Borrowing and may be up to a maximum of thirty (30) days after the date of delivery of such Notice of Borrowing. Unless otherwise provided herein, each Notice of Borrowing shall be irrevocable and shall specify (i) the aggregate principal amount of the Advance requested and (ii) the Borrowing Date (which shall be a Business Day). If the Agent contests the Borrower’s calculations or any statement within a Notice of Borrowing, it shall promptly inform [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. the Borrower in writing (including by electronic mail) and no Lender shall be obligated to make an Advance in accordance with such Notice of Borrowing. The Borrower may then deliver an amended Notice of Borrowing to the Agent, each Funding Agent and, so long as it remains a Lender hereunder, the CS Conduit Lender or, by written notice, rescind the Notice of Borrowing; provided that if the Borrower elects to deliver an amended Notice of Borrowing, such amended Notice of Borrowing shall reflect a proposed Borrowing Date no earlier than two (2) Business Days after the date of delivery of such amended Notice of Borrowing. (B) The aggregate principal amount of each Advance by the Borrower shall not be less than $1,000,000. (C) The Notice of Borrowing shall specify the aggregate amount of Advances requested together with the allocated amount of Advances to be paid by each Lender Group based on the Agent’s determination of such allocation among the Lender Groups; provided, that if any portion of any such Advance is to be made pursuant to Section 2.16, the Notice of Borrowing shall only specify the amount to be paid by the CS Lender Group with respect to such portion. Each Conduit Lender may, in its sole discretion, and the Committed Lender or the Committed Lenders shall, if the Conduit Lender in its or their related Lender Group elects, in its sole discretion, not to do so or if there is no Conduit Lender in its related Lender Group, initiate the wire for the applicable Advances in the amount so allocated to the Lender Groups by the Agent from the amounts requested by the Borrower pursuant to the applicable Notice of Borrowing to the Borrower’s Loan Proceeds Account by no later than 2:00 P.M. (New York City time) on the Borrowing Date specified or deemed specified in such Notice of Borrowing. In connection with the funding of each Advance, the Borrower (or the Agent, on the Borrower’s behalf, out of the proceeds of the initial Advance) shall cause to be deposited into the Liquidity Reserve Account an amount such that the amount on deposit therein is equal to the Liquidity Reserve Account Required Balance. (D) Notwithstanding the foregoing, if any Committed Lender who shall have previously notified the Borrower in writing, in substantially the form of Exhibit E hereto, that it has incurred any external cost, fee or expense directly related to and as a result of the “liquidity coverage ratio” under Basel III in respect of its Commitment hereunder or any liquidity agreement between such Committed Lender and the Conduit Lender, or its interest in the Advances, such Committed Lender may, upon receipt of a Notice of Borrowing pursuant to Section 2.4(A), notify the Borrower in writing by 5:00 P.M. (New York City time) two (2) Business Days prior to the Borrowing Date specified in such Notice of Borrowing, in substantially the form of Exhibit F hereto (a “Delayed Funding Notice”), of its intent to fund (or, if applicable and if such Conduit Lender so agrees in its sole discretion, have its Conduit Lender, if applicable, fund all or part of) its allocated amount of the related Advance in an amount that would, if combined with all other requested Advances within the past thirty-five (35) days, exceed $20,000,000 (such amount, the “Delayed Amount”) on a Business Day that is on or before the thirty-fifth (35th) day following the date of delivery of such Committed Lender of such Delayed Funding Notice (the “Delayed Funding Date”) rather than on the date specified in such Notice of Borrowing. If any Committed Lender provides a Delayed Funding Notice to the Borrower following the delivery by the Borrower of a Notice of Borrowing, the Borrower may revoke such Notice of Borrowing by delivering written notice of the same to the Agent and the Funding Agents by 12:00 P.M. (New York city time) on the Business Day preceding the related Borrowing Date. No Committed Lender that has [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. provided a Delayed Funding Notice in respect of an Advance (a “Delayed Funding Lender”) shall be considered to be in default of its obligation to fund its Delayed Amount pursuant to Section 2.4(C) hereunder unless and until it has failed to fund the Delayed Amount on or before the Delayed Funding Date. A Delayed Funding Lender is not obliged to fund until thirty-five (35) days have elapsed since the funding request. For the avoidance of doubt, a Delayed Funding Lender shall be required to fund its Delayed Amount regardless of the occurrence of an Amortization Event, Event of Default, Potential Amortization Event or Potential Default which occurs during the period from and including the related Borrowing Date to and including the related Delayed Funding Date, unless such Amortization Event, Event of Default, Potential Amortization Event or Potential Default relates to an Insolvency Event with respect to the Borrower. (E) If (i) one or more Delayed Funding Lenders provide a Delayed Funding Notice to the Borrower in respect of a Notice of Borrowing and (ii) the Borrower shall not have revoked the Notice of Borrowing prior to the Business Day preceding such Borrowing Date, the Agent shall, by no later than 12:00 P.M. (New York City time) on the Business Day preceding such Borrowing Date, direct each Lender Group and each Committed Lender that is not a Delayed Funding Lender with respect to such Borrowing Date (each a “Non-Delayed Funding Lender”) to fund an additional portion of such Advance on such Borrowing Date equal to such Non-Delayed Funding Lender’s proportionate share (based upon such Non-Delayed Funding Lender’s Commitment relative to the sum of the Commitments of all Non-Delayed Funding Lenders) of the aggregate Delayed Amounts with respect to such Borrowing Date; provided, that in no event shall a Non-Delayed Funding Lender be required to fund any amounts in excess of its Commitment. Subject to Section 2.4(C), in the case of a Non-Delayed Funding Lender that is a Committed Lender, such Committed Lender hereby agrees, or, in the case of a Non-Delayed Funding Lender that is a Lender Group, the Conduit Lender in such Lender Group may agree, in its sole discretion, and the Committed Lenders in such Lender Group hereby agree, to fund such portion of the Advance on such Borrowing Date. (F) After the Non-Delayed Funding Lenders fund a Delayed Amount on any Borrowing Date in accordance with Section 2.4(E), the Delayed Funding Lender in respect of such Delayed Amount will be obligated to fund an amount equal to the excess, if any, of (a) such Delayed Amount over (b) the amount, if any, by which the portion of any principal distribution amount paid to such Non-Delayed Funding Lenders pursuant to Section 2.7 or any decrease to the outstanding principal balance made in accordance with Section 2.8, on any date during the period from and including such Borrowing Date to but excluding the Delayed Funding Date for such Delayed Amount, was greater than what it would have been had such Delayed Amount been funded by such Delayed Funding Lender on such Borrowing Date (the “Delayed Funding Reimbursement Amount”) with respect to such Delayed Amount on or before its Delayed Funding Date, irrespective of whether the Borrower would be able to satisfy the conditions set forth in Article IIISection 3.2(A) to an Advance, includingin an amount equal to such Delayed Funding Reimbursement Amount on such Delayed Funding Date. Such Delayed Funding Lender shall fund such Delayed Funding Reimbursement Amount on such Delayed Funding Date by paying such amount to the Agent in immediately available funds, without limitationand the Agent shall distribute such funds to each such Non-Delayed Funding Lender, any loss (including loss pro rata based on the relative amount of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired such Delayed Amount funded by such Non-Delayed Funding Lender on such Borrowing Date pursuant to fund Section 2.4(E). [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. (G) With respect to the Advance to be made on the Restatement Date, if any, each Lender shall make the amount of its Advance available to the Paying Agent by such Lender as part wire transfer of such Borrowing when such Advance, as a result funds to the account specified in the Restatement Date Flow of such failure, is not made on such date. (c) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. Funds Memorandum no later than 2:00 P.M. (New York time) one Business Day prior to the date of a Borrowing comprising Eurodollar Rate Advances or (B) 12:00 noon (New York City time) on the date Restatement Date. The Paying Agent shall receive and hold such Advance in escrow for the benefit of the Agent and the Lenders. Upon a Borrowing comprising Alternate Base Rate Advances determination by the Agent that all conditions precedent to such Lender will not make available Advance to be made on the Administrative Agent such Lender’s Percentage of such BorrowingRestatement Date set forth in Article III have been satisfied or otherwise waived, the Administrative Agent shall notify the Paying Agent in writing (which may be via email) that the Paying Agent may assume that distribute such Lender has Advance to be made such portion available to the Administrative Agent on the date of such Borrowing Restatement Date in accordance with subsection (a) the instructions set forth in the Restatement Date Flow of this Section 2.02 and Funds Memorandum. The Agent may at any time prior to such distribution instruct the Administrative Paying Agent may, in reliance upon to return such assumption, make available Advance to be made on the Restatement Date to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) Lenders in the case of the Borrower, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreementits sole discretion. (dH) The obligations of Notwithstanding any provision to the Lenders hereunder contrary herein or in any other Transaction Document, with respect to make Advances and to make payments pursuant to Section 7.06 are several and not joint. The failure of any Lender to make the Advance to be made by it as part on the Restatement Date, if any, the Paying Agent is obligated only to perform the duties specifically set forth in Section 2.4(G) or otherwise in the Restatement Date Flow of any Borrowing or to make any payment under Section 7.06 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such dateFunds Memorandum, and no Lender which shall be responsible for deemed purely ministerial in nature. Under no circumstance will the failure of Paying Agent be deemed to be a fiduciary to any other Lender Person with respect to make the Advance to be made by such other Lender on the date Restatement Date or the Paying Agent’s duties under Section 2.4(G) or the Restatement Date Flow of Funds Memorandum. With respect to such Advance to be made on the Restatement Date, the Paying Agent shall neither be responsible for, nor chargeable with, knowledge of the terms and conditions of any Borrowing other agreement, instrument, or document other than Section 2.4(G) and the Restatement Date Flow of Funds Memorandum, whether or not an original or a copy of such agreement has been provided to the Paying Agent; and the Paying Agent shall have no duty to know or inquire as to the performance or nonperformance of any provision of any such agreement, instrument, or document. With respect to such Advance to be made on the Restatement Date, the Paying Agent will not be responsible to determine or to make its payment under inquiry into any term, capitalized, or otherwise, not defined herein. Section 7.062.4(G) and the Restatement Date Flow of Funds Memorandum set forth all matters pertinent to the escrow of such Advance to be made on the Restatement Date contemplated hereunder, and no additional obligations of the Paying Agent with respect thereto shall be inferred or implied from the terms of this Agreement or any other agreement.

Making the Advances. ii) Except as otherwise provided in Section 2.03, each Borrowing (aother than a Swing Line Borrowing) The Borrowings to be made on the Closing Date pursuant to Section 2.01 shall be made on notice, which may be given by telephone or a Notice of Borrowing (provided, that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing). Such Notice of Borrowing must be given by the Borrower to the Administrative Agent (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. 2:00 P.M. (New York City time) on the third Business Day prior to the Closing Date date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances, or not later than 2:00 P.M. (or such other time as New York City time) on the date one Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent and Agent, which shall give to each Lender prompt notice thereof by telex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or telex or telecopier or e-mail, in each case in substantially the Lenders may agree in their sole discretion)form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, (iv) the Facility with respect to which such Borrowing relates, and (iiv) in the case of a Borrowing comprising Alternate Base Rate Advances, not later than 11:00 a.m. (New York time) on the Closing Date, and the Administrative Agent shall give to each Lender prompt notice thereof. Such telephonic notice and Notice consisting of Borrowing shall specify the requested (A) Type of Advances to be made in connection with such Borrowing, (B) aggregate amount of such Borrowing and (C) in the case of a Borrowing comprising Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01. Each Lender shall, before 1:00 p.m. 12:00 Noon (New York City time) on the Closing Datedate of such Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances and 1:00 P.M. (New York City time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate Advances, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Administrative Agent’s Account, in same day funds, such Lender’s Percentage ratable portion of each such BorrowingBorrowing in accordance with the respective Commitments of such Lender and the other Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent’s aforesaid address. (b) The Notice of Borrowing delivered pursuant to Section 2.02(a) shall be irrevocable and binding on by crediting the Borrower. In the event ’s Account; provided, however, that such Notice of Borrowing requests Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by the Borrower to fulfill on or before the date specified in such Notice of Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) Unless the Administrative Agent shall have received written notice via facsimile transmission from first make a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior portion of such funds equal to the date aggregate principal amount of a Borrowing comprising Eurodollar Rate any Swing Line Advances and Letter of Credit Advances made by the Swing Line Bank or (B) 12:00 noon (New York time) on any Issuing Bank, as the date of a Borrowing comprising Alternate Base Rate Advances that such case may be, and by any other Lender will not make available to the Administrative Agent such Lender’s Percentage of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent and outstanding on the date of such Borrowing in accordance with subsection (a) Borrowing, plus interest accrued and unpaid thereon to and as of this Section 2.02 and the Administrative Agent maysuch date, in reliance upon such assumption, make available to the Borrower on Swing Line Bank or such date a corresponding amount. If Issuing Bank, as the case may be, and to the extent that such Lender shall not have so made such Percentage other Lenders for repayment of such Borrowing available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (d) The obligations of the Lenders hereunder to make Swing Line Advances and to make payments pursuant to Section 7.06 are several and not joint. The failure Letter of any Lender to make the Advance to be made by it as part of any Borrowing or to make any payment under Section 7.06 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing or to make its payment under Section 7.06Credit Advances.

Making the Advances. (a) The Borrowings Except as otherwise provided herein, the Borrower may request the Lenders to be made on make Advances to the Closing Date pursuant to Section 2.01 shall be made on notice, which Borrower no more frequently than once per week (or such greater number of times as may be given agreed by telephone or a Notice of Borrowing (provided, that any telephonic notice must be confirmed immediately the Administrative Agent) by the delivery to the Administrative Agent of a written notice of such request substantially in the form of Exhibit B to the Agency Fee Letter (each such notice, a “Notice of Borrowing”). Such Notice of Borrowing must be given by the Borrower to the Administrative Agent (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. 3:00 P.M. (New York City time) on the third two (2) Business Day Days prior to the Closing Date (proposed Borrowing Date, together with a duly completed Borrowing Base Certificate, signed by a Responsible Officer and including a Schedule of Eligible Collateral and Schedule of Ineligible Collateral. Any Notice of Borrowing or such other time as Borrowing Base Certificate received by the Administrative Agent and after the Lenders may agree in their sole discretion), and (ii) time specified in the case of a Borrowing comprising Alternate Base Rate Advances, not later than 11:00 a.m. (New York time) on the Closing Date, and immediately preceding sentence shall be deemed to have been received by the Administrative Agent shall give on the next Business Day, and to each Lender prompt notice thereof. Such telephonic notice and Notice of Borrowing shall specify the requested (A) Type of Advances to be made in connection with such Borrowing, (B) aggregate amount of such Borrowing and (C) extent that results in the case proposed Borrowing Date being earlier than two (2) Business Days after the date of a Borrowing comprising Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition delivery of “Interest Period” in Section 1.01. Each Lender shall, before 1:00 p.m. (New York time) on the Closing Date, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02, in same day funds, such Lender’s Percentage of each such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent’s aforesaid address. (b) The Notice of Borrowing delivered pursuant to Section 2.02(a) shall be irrevocable and binding on the Borrower. In the event that such Notice of Borrowing requests Eurodollar Rate AdvancesBorrowing, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by the Borrower to fulfill on or before then the date specified in such Notice of Borrowing as the applicable conditions set forth proposed Borrowing Date of an Advance shall be deemed to be the Business Day immediately succeeding the proposed Borrowing Date of such Advance originally specified in Article IIIsuch Notice of Borrowing. The proposed Borrowing Date specified in a Notice of Borrowing shall be no earlier than two (2) Business Days after the date of delivery of such Notice of Borrowing and may be up to a maximum of thirty (30) days after the date of delivery of such Notice of Borrowing. Unless otherwise provided herein, including, without limitation, any loss each Notice of Borrowing shall be irrevocable and shall specify (including loss of anticipated profits), cost or expense incurred by reason i) the aggregate principal amount of the liquidation Advance requested, and (ii) the proposed Borrowing Date (which shall be a Business Day). (b) The aggregate principal amount of each Advance shall not be less than $[***] (or redeployment of deposits or other funds acquired such lesser amount as may be agreed by such Lender the Administrative Agent from time to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such datetime in its sole discretion). (c) Unless The Advances requested by the Borrower shall be allocated to the Lenders on a ratable basis pursuant to Section 2.4(e). Upon receipt by the Administrative Agent of a Notice of Borrowing and a Borrowing Base Certificate from the Borrower, the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to promptly (A) 5:00 p.m. (New York time) one Business Day prior to the date of a Borrowing comprising Eurodollar Rate Advances or (B) 12:00 noon (New York time) on the date of its deemed receipt of the Notice of Borrowing and the related Borrowing Base Certificate) deliver to each Lender a copy of such Notice of Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent 742613903 21686243 and a written notice specifying each such Lender’s Commitment Percentage of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available amount requested by the Borrower pursuant to the Administrative Agent on the date applicable Notice of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this AgreementBorrowing. (d) The obligations Each Lender shall make Advances in an aggregate amount equal to its Commitment Percentage of the amount requested by the Borrower pursuant to the applicable Notice of Borrowing; provided that to the extent the Notice of Borrowing requests Advances, the making of which would cause the aggregate amount of Advances to be in excess of the Aggregate Commitment Amount on the relevant Borrowing Date (but not in excess of the Aggregate Facility Amount), each Lender may, in its sole and absolute discretion, with respect to the portion of such requested Advance that would constitute an Uncommitted Advance Amount on the relevant Borrowing Date, make such portion of the Advance in an amount equal to its Commitment Percentage, provided further, that if any Lender elects, in its sole and absolute discretion, not to provide all or any portion of a requested Advance that would constitute an Uncommitted Advance Amount, the other Lenders hereunder (on a pro rata basis or such other basis as may be agreed by the Lenders) may agree to provide all or any portion of such Advance. The Lenders shall make such Advances and to the Administrative Agent’s Account by no later than 2:00 P.M. (New York City time) on the Borrowing Date specified or deemed specified in such Notice of Borrowing. The Administrative Agent shall promptly make payments such Advance available to the Borrower in Dollars to the Borrower’s Account. For avoidance of doubt, nothing herein shall be deemed to oblige any Lender to fund any Advance in excess of the Aggregate Commitment Amount or the amount of such Lender’s Commitment. (e) Except as otherwise provided pursuant to Section 7.06 are several and not joint. The failure of any Lender to make the Advance to 2.2(b), all Advances shall be made by the Lenders simultaneously and proportionately to their respective Commitment Percentages thereof, it as part of any Borrowing or to make any payment under Section 7.06 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and being understood that no Lender shall be responsible for the failure of any default by any other Lender in such other Lender’s obligation to make the an Advance to requested hereunder, nor shall any Commitment of any Lender be made increased or decreased as a result of a default by any other Lender in such other Lender on the date of any Borrowing or Lender’s obligation to make its payment under Section 7.06an Advance requested hereunder.

Making the Advances. (a) The Borrowings to be made on the Closing Date pursuant to Section 2.01 Except as otherwise provided in Sections 2.02(b) or 2.03, each Borrowing shall be made on notice, which may be given by telephone or a Notice of Borrowing (provided, that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing). Such Notice of Borrowing must be given by the Borrower to the Administrative Agent (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. (New York time) A.M. on the third Business Day prior to the Closing Date (or such other time as date of the Administrative Agent and the Lenders may agree in their sole discretion), and (ii) proposed Borrowing in the case of a Borrowing comprising Alternate consisting of Eurodollar Rate Advances, or the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, not later than 11:00 a.m. (New York time) on by the Closing Date, and Borrower to the Administrative Agent Agent, which shall give to each Appropriate Lender prompt notice thereof. Such telephonic Each such notice and of a Borrowing (a “Notice of Borrowing Borrowing”) shall specify be in writing, or by telephone, confirmed promptly in writing, or telex or telecopier, in substantially the form of Exhibit B hereto, specifying therein the requested (Ai) date of such Borrowing, (ii) Facility under which such Borrowing is to be made, (iii) Type of Advances to be made in connection with comprising such Borrowing, (Biv) aggregate amount of such Borrowing and (Cv) in the case of a Borrowing comprising consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01. Each Appropriate Lender shall, before 1:00 p.m. (New York time) 11:00 A.M. in the case of a Borrowing consisting of Eurodollar Rate Advances and 2:00 P.M. in the case of a Borrowing consisting of Base Rate Advances, in each case on the Closing Datedate of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Administrative Agent’s Account, in same day funds, such Lender’s Percentage ratable portion of each such BorrowingBorrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s Account no later than 2:00 P.M. on the date of such Borrowing); provided, however, that, in the case of any Revolving Credit Borrowing, the Administrative Agent shall first apply such funds to prepay ratably the aggregate principal amount of any Swing Line Advances and L/C Credit Extensions outstanding at such time, together with interest accrued and unpaid thereon to and as of such date. (i) Each Swing Line Borrowing shall be made on notice, given not later than 11:00 A.M. on the date of the proposed Swing Line Borrowing, by the Borrower to the Swing Line Bank and the Administrative Agent. Each such notice of a Swing Line Borrowing (a “Notice of Swing Line Borrowing”) shall be in writing, or by telephone, confirmed promptly in writing, or telex or telecopier, specifying therein the requested (i) date of such Borrowing, (ii) amount of such Borrowing and (iii) maturity of such Borrowing (which maturity shall be no later than the seventh day after the requested date of such Borrowing). The Swing Line Bank will make the amount of the requested Swing Line Advances available to the Administrative Agent at the Administrative Agent’s aforesaid address. (b) The Notice Account, in same day funds. After the Administrative Agent’s receipt of Borrowing delivered pursuant to Section 2.02(a) shall be irrevocable such funds and binding on the Borrower. In the event that such Notice upon fulfillment of Borrowing requests Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by the Borrower to fulfill on or before the date specified in such Notice of Borrowing the applicable conditions set forth in Article III, includingthe Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s Account no later than 2:00 P.M. on the date of such Borrowing. (ii) The Swing Line Bank may, at any time in its sole and absolute discretion, request on behalf of the Borrower (and the Borrower hereby irrevocably authorizes the Swing Line Bank to so request on its behalf) that each Revolving Credit Lender make a Base Rate Advance in an amount equal to such Lender’s Pro Rata Share of the amount of Swing Line Advances then outstanding. Such request shall be deemed to be a Notice of Borrowing for purposes hereof and shall be made in accordance with the provisions of Section 2.02(a) without limitationregard solely to the minimum amounts specified therein but subject to the satisfaction of the conditions set forth in Section 3.02. The Swing Line Bank shall furnish the Borrower with a copy of the applicable Notice of Borrowing promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Notice of Borrowing available for the account of its Applicable Lending Office to the Administrative Agent for the account of the Swing Line Bank, by deposit to the Administrative Agent’s Account, in same date funds, not later than 11:00 A.M. on the day specified in such Notice of Borrowing. (iii) If for any loss (including loss of anticipated profitsreason any Swing Line Advance cannot be refinanced by a Revolving Credit Borrowing as contemplated by Section 2.02(b)(ii), cost or expense incurred the request for Base Rate Advances submitted by reason the Swing Line Bank as set forth in Section 2.02(b)(ii) shall be deemed to be a request by the Swing Line Bank that each of the liquidation Revolving Credit Lenders fund its risk participation in the relevant Swing Line Advance and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Bank pursuant to Section 2.02(b)(ii) shall be deemed payment in respect of such participation. (iv) If and to the extent that any Revolving Credit Lender shall not have made the amount of its Pro Rata Share of such Swing Line Advance available to the Administrative Agent in accordance with the provisions of Section 2.02(b)(ii), such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of the applicable Notice of Borrowing delivered by the Swing Line Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate plus 1/2 of 1%. (v) Each Revolving Credit Lender’s obligation to make Revolving Credit Advances or redeployment of deposits to purchase and fund risk participations in Swing Line Advance pursuant to this Section 2.02(b) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other funds acquired by right which such Lender may have against the Swing Line Bank, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to fund any of the Advance foregoing; provided, however, that each Revolving Credit Lender’s obligation to be made by such Lender make Revolving Credit Advances pursuant to Section 2.02(b)(ii) is subject to satisfaction of the conditions set forth in Section 3.02. No funding of risk participations shall relieve or otherwise impair the Obligation of the Borrower to repay Swing Line Advances, together with interest as part of such Borrowing when such Advance, as a result of such failure, is not made on such dateprovided herein. (c) Anything in Section 2.02(a) to the contrary notwithstanding, (i) subject to receipt by the Administrative Agent not later than 11:00 A.M. on the third Business Day prior to the Effective Date of (A) a Notice of Borrowing and (B) an executed Eurodollar Rate indemnification letter in form and substance reasonably satisfactory to the Administrative Agent, the initial Borrowing hereunder may be a one-month Eurodollar Rate Advance maturing on August 3, 2011, (ii) the Borrower may not select Eurodollar Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $5,000,000 or if the obligation of the Appropriate Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Sections 2.09 or 2.10 and (ii) the Term Advances may not be outstanding as part of more than six separate Borrowings and the Revolving Credit Advances may not be outstanding as part of more than five separate Borrowings. (d) Each Notice of Borrowing and each Notice of Swing Line Borrowing shall be irrevocable and binding on the Borrower. (e) Unless the Administrative Agent shall have received written notice via facsimile transmission from a an Appropriate Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date of any Borrowing under a Borrowing comprising Eurodollar Rate Advances or (B) 12:00 noon (New York time) on the date of Facility under which such Lender has a Borrowing comprising Alternate Base Rate Advances Commitment that such Lender will not make available to the Administrative Agent such Lender’s Percentage ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (aSection 2.02(a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount together with and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the such time under Section 2.07 to Advances made in connection with comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds RateRate plus 1/2 of 1%. If such Lender shall repay pay to the Administrative Agent such corresponding amount, such amount so repaid paid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreementall purposes. (df) The obligations of the Lenders hereunder to make Advances and to make payments pursuant to Section 7.06 are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing or to make any payment under Section 7.06 on any date required hereunder shall not relieve any other Lender of its corresponding obligation obligation, if any, hereunder to do so make its Advance on the date of such dateBorrowing, and but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing or to make its payment under Section 7.06Borrowing.

Making the Advances. (a) The Borrowings to be made on the Closing Date pursuant to Section 2.01 Borrowing shall be made on notice, which may be given by telephone or a Notice of Borrowing (provided, that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing). Such Notice of Borrowing must be given by the Borrower to the Administrative Agent (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. A.M. (New York City time) on the third Business Day prior to the Closing proposed Borrowing Date (or such other time as the Administrative Agent and “Notice of Borrowing”). Immediately following receipt of the Lenders may agree in their sole discretion)Notice of Borrowing, and (ii) in the case of a Borrowing comprising Alternate Base Rate Advances, not later than 11:00 a.m. (New York time) on the Closing Date, and the Administrative Agent shall give to each Lender prompt notice thereofthereof by telex or facsimile transmission. Such telephonic notice and The Notice of Borrowing shall specify be sent by the Borrower requesting the Advance by telex or facsimile transmission, confirmed immediately in writing, in substantially the form of Exhibit A hereto, specifying therein (i) the requested Borrowing Date, (Aii) Type the requested aggregate principal amount of Advances to be made in connection with such Borrowing, (Biii) aggregate amount of such Borrowing the Interest Period therefor and (Civ) in the case payment instructions for such Borrowing. The Administrative Agent shall promptly notify each Lender of a Borrowing comprising Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in applicable interest rate under Section 1.012.05. Each Lender shall, before 1:00 p.m. 11:00 A.M. (New York City time) on the Closing Borrowing Date, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Administrative Agent’s Account, in same day funds, such Lender’s Percentage ratable portion of each such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at requesting the Administrative Agent’s aforesaid addressAdvance by crediting the account of the Borrower, in immediately available funds. (b) The Notice of Borrowing delivered pursuant to Section 2.02(a) shall be irrevocable and binding on the Borrower. In the event that such Notice of Borrowing requests Eurodollar Rate Advances, the The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by of the Borrower to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article IIIIII required to be fulfilled by the Borrower (which are not otherwise waived), including, without limitation, any loss (including loss of anticipated profits)loss, cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such the Borrowing when such the Advance, as a result of such failure, is not made on such datedate but excluding, in any such case, loss of anticipated profits. (c) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date of a Borrowing comprising Eurodollar Rate Advances or (B) 12:00 noon (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances Date that such Lender will not make available to the Administrative Agent such Lender’s Percentage ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing Date in accordance with subsection clause (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower requesting the Borrowing on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the such time under Section 2.05 to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such the Borrowing for purposes of this Agreement. (d) The obligations of the Lenders hereunder to make Advances and to make payments pursuant to Section 7.06 are several and not joint. The failure of any Lender to make the an Advance to be made by it as part of any a Borrowing or to make any payment under Section 7.06 on any date required hereunder shall not relieve any other Lender of its corresponding obligation obligation, if any, hereunder to do so make its Advance on the Borrowing Date with respect to such dateBorrowing, and but no Lender shall be responsible for the failure of any other Lender to make the an Advance to be made by such other Lender on the date of any such Borrowing or to make its payment under Section 7.06Date.

Making the Advances. (a) The Borrowings to be made on the Closing Date pursuant to Section 2.01 Each Borrowing shall be made on notice, which may be given by telephone or a Notice of Borrowing (provided, that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing). Such Notice of Borrowing must be given by the Borrower to the Administrative Agent (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. (New York x) 12:00 Noon (Hong Kong time) on the third Business Day prior to the Closing Date (or such other time as date of the Administrative Agent and the Lenders may agree in their sole discretion), and (ii) proposed Borrowing in the case of a Borrowing comprising Alternate consisting of Eurocurrency Rate Advances or (y) 12:00 Noon (Hong Kong time) on the Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, not later than 11:00 a.m. (New York time) on by the Closing Date, and Borrower to the Administrative Agent which shall give to each Lender prompt notice thereofthereof by facsimile. Such telephonic Each such notice and of a Borrowing (a “Notice of Borrowing Borrowing”) shall specify be by telephone, confirmed immediately in writing, or facsimile in substantially the form of Exhibit B hereto, specifying therein the requested (Ai) date of such Borrowing, (ii) Type of Advances to be made in connection with comprising such Borrowing, (Biii) aggregate amount of such Borrowing and (Civ) in the case of a Borrowing comprising Eurodollar consisting of Eurocurrency Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01. Each Lender shall, before 1:00 p.m. 12:00 Noon (New York Hong Kong time) on the Closing Datedate of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Agent’s Account, in same day funds, such Lender’s Percentage ratable portion of each such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at the Administrative account specified in the wiring instructions in the applicable Notice of Borrowing or, if no account is so specified, at the Agent’s aforesaid addressaddress referred to in Section 9.02. (b) The Anything in subsection (a) above to the contrary notwithstanding, the Borrower may not select Eurocurrency Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than the Borrowing Minimum or if the obligation of the Lenders to make Eurocurrency Rate Advances shall then be suspended pursuant to Section 2.08 or 2.12. (c) Each Notice of Borrowing delivered pursuant to Section 2.02(a) shall be irrevocable and binding on the Borrower. In the event case of any Borrowing that such the related Notice of Borrowing requests Eurodollar specifies is to be comprised of Eurocurrency Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by the Borrower to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including excluding any loss of anticipated profitsApplicable Margin on the relevant Eurocurrency Rate Advance), cost or expense reasonably incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (cd) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date time of a any Borrowing comprising Eurodollar Rate Advances or (B) 12:00 noon (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on Avago Credit Agreement the date of such Borrowing in accordance with subsection (a) of this Section 2.02 2.02, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the higher of (A) the interest rate applicable at the time to the Advances made in connection with comprising such Borrowing and (B) the cost of funds incurred by the Agent in respect of such amount and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (de) The obligations of the Lenders hereunder to make Advances and to make payments pursuant to Section 7.06 are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing or to make any payment under Section 7.06 on any date required hereunder shall not relieve any other Lender of its corresponding obligation obligation, if any, hereunder to do so make its Advance on the date of such dateBorrowing, and but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing Borrowing. The rights of each Lender under or in connection with the Loan Documents are separate and independent rights and any Debt arising under the Loan Documents to make its payment under Section 7.06a Lender from a Loan Party shall be a separate and independent Debt.

Making the Advances. (a) The Borrowings to be made on the Closing Date pursuant to Except as otherwise provided in Section 2.01 2.02(b) or 2.03, each Borrowing shall be made on notice, which may be given by telephone or a Notice of Borrowing (provided, that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing). Such Notice of Borrowing must be given by the Borrower to the Administrative Agent (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. 12:00 P.M. (New York City time) on the third Business Day prior to the Closing Date (or such other time as date of the Administrative Agent and the Lenders may agree in their sole discretion), and (ii) proposed Borrowing in the case of a Borrowing comprising Alternate consisting of Eurodollar Rate Advances, or the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Appropriate Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof by telex or telecopier; PROVIDED, however, that the Term C Borrowing hereunder shall consist of Base Rate Advances and shall be made on notice, given not later than 11:00 a.m. 10:00 A.M. (New York City time) on the Closing DateBusiness Day of the proposed Term C Borrowing, and by the U.S. Borrower to the Administrative Agent Agent, which shall give to each Appropriate Lender prompt notice thereofthereof by telex or telecopier. Such telephonic Each such notice and Notice of a Borrowing (a "NOTICE OF BORROWING") shall specify be by telephone, confirmed immediately in writing, or telex or telecopier, in substantially the form of Exhibit B hereto, specifying therein the requested (Ai) date of such Borrowing, (ii) Facility under which such Borrowing is to be made, (iii) Type of Advances to be made in connection with comprising such Borrowing, (Biv) aggregate amount of such Borrowing and (Cv) in the case of a Borrowing comprising consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01. Each Appropriate Lender shall, before 1:00 p.m. 12:00 P.M. (New York City time) on the Closing Datedate of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Administrative Agent's Account, in same day funds, such Lender’s Percentage 's ratable portion of each such BorrowingBorrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Appropriate Borrower at by crediting the applicable Borrower's Account; PROVIDED, HOWEVER, that, in the case of any Revolving Credit Borrowing, the Administrative Agent’s aforesaid addressAgent shall first make a portion of such funds equal to the aggregate principal amount of any Swing Line Advances and Letter of Credit Advances made by the Swing Line Bank or the Issuing Bank, as the case may be, and by any other Revolving Credit Lender and outstanding on the date of such Revolving Credit Borrowing, plus interest accrued and unpaid thereon to and as of such date, available to the Swing Line Bank or the Issuing Bank, as the case may be, and such other Revolving Credit Lenders for repayment of such Swing Line Advances and Letter of Credit Advances. (b) Each Swing Line Borrowing shall be made on notice, given not later than 1:00 P.M. (New York City time) on the date of the proposed Swing Line Borrowing, by the U.S. Borrower to the Swing Line Bank and the Administrative Agent. Each such notice of a Swing Line Borrowing (a "NOTICE OF SWING LINE BORROWING") shall be by telephone, confirmed immediately in writing, or telex or telecopier, specifying therein the requested (i) date of such Borrowing, (ii) amount of such Borrowing and (iii) maturity of such Borrowing (which maturity shall be no later than the seventh day after the requested date of such Borrowing). The Swing Line Bank will make the amount thereof available to the Administrative Agent at the Administrative Agent's Account, in same day funds. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the U.S. Borrower by crediting its Borrower's Account. Upon written demand by the Swing Line Bank, with a copy of such demand to the Administrative Agent, each other Revolving Credit Lender shall purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign to each such other Revolving Credit Lender, such other Lender's Pro Rata Share of such outstanding Swing Line Advance as of the date of such demand, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of the Swing Line Bank, by deposit to the Administrative Agent's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Swing Line Advance to be purchased by such Lender. The U.S. Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Lender agrees to purchase its Pro Rata Share of an outstanding Swing Line Advance on (i) the Business Day on which demand therefor is made by the Swing Line Bank, PROVIDED that notice of such demand is given not later than 1:00 P.M. (New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Swing Line Bank to any other Revolving Credit Lender of a portion of a Swing Line Advance, the Swing Line Bank represents and warrants to such other Lender that the Swing Line Bank is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Swing Line Advance, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such Swing Line Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Swing Line Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such amount for the account of the Swing Line Bank on any Business Day, such amount so paid in respect of principal shall constitute a Swing Line Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Swing Line Advance made by the Swing Line Bank shall be reduced by such amount on such Business Day. (c) Anything in subsection (a) above to the contrary notwithstanding, (i) neither Borrower may select Eurodollar Rate Advances for the initial Borrowing hereunder or for any Borrowing if the aggregate amount of such Borrowing is less than $2,000,000 or if the obligation of the Appropriate Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09 or Section 2.10 and (ii) the Term A Advances may not be outstanding as part of more than 3 separate Borrowings, the Term B Advances may not be outstanding as part of more than 3 separate 38 Borrowings, the Term C Advances may not be outstanding as part of more than 3 separate Borrowings and the Revolving Credit Advances made on any date may not be outstanding on any date as part of more than 10 separate Borrowings. (d) Each Notice of Borrowing delivered pursuant to Section 2.02(a) and Notice of Swing Line Borrowing shall be irrevocable and binding on the Appropriate Borrower. In the event case of any Borrowing that such the related Notice of Borrowing requests specifies is to be comprised of Eurodollar Rate Advances, the Appropriate Borrower shall indemnify each Appropriate Lender against any loss, cost or expense incurred by such Lender as a result of any failure by the Borrower to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (ce) Unless the Administrative Agent shall have received written notice via facsimile transmission from a an Appropriate Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date of any Borrowing under a Borrowing comprising Eurodollar Rate Advances or (B) 12:00 noon (New York time) on the date of Facility under which such Lender has a Borrowing comprising Alternate Base Rate Advances Commitment that such Lender will not make available to the Administrative Agent such Lender’s Percentage 's ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) or (b) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Appropriate Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing ratable portion available to the Administrative Agent, such Lender and the such Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount together with and to pay interest thereon, for each day from the date such amount is made available to the Appropriate Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the such Borrower, the interest rate applicable at the such time under Section 2.07 to Advances made in connection with comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay pay to the Administrative Agent such corresponding amount, such amount so repaid paid shall constitute such Lender’s 's Advance as part of such Borrowing for purposes of this Agreementall purposes. (df) The obligations of the Lenders hereunder to make Advances and to make payments pursuant to Section 7.06 are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing or to make any payment under Section 7.06 on any date required hereunder shall not relieve any other Lender of its corresponding obligation obligation, if any, hereunder to do so make its Advance on the date of such dateBorrowing, and but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing or to make its payment under Section 7.06Borrowing. SECTION 2.03. ISSUANCE OF AND DRAWINGS AND REIMBURSEMENT UNDER LETTERS OF CREDIT2.03.

Making the Advances. (a) The Borrowings to be made on the Closing Date pursuant to Section 2.01 Borrowing shall be made on notice, which may be given by telephone or a Notice of Borrowing (provided, that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing). Such Notice of Borrowing must be given by the Borrower to the Administrative Agent (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. 10:00 A.M. (New York City time) on the third Business Day prior to the Closing Date (or such other time as date of the Administrative Agent and the Lenders may agree in their sole discretion), and (ii) proposed Borrowing in the case of a the Borrowing comprising Alternate consisting of Eurodollar Rate Advances, or the date of the proposed Borrowing in the case of the Borrowing consisting of Base Rate Advances, not later than 11:00 a.m. (New York time) on by the Closing DateBorrower to the Second Lien Administrative Agent, and the Administrative Agent which shall give to each Lender prompt notice thereofthereof by telecopier or electronic communication. Such telephonic notice and of the Borrowing (the “Notice of Borrowing Borrowing”) shall specify be by telephone, confirmed immediately in writing, or by telecopier or electronic communication, in substantially the form of Exhibit B hereto, specifying therein the requested (Ai) date of the Borrowing, (ii) Type of Advances to be made in connection with such comprising the Borrowing, (B) aggregate amount of such Borrowing and (Ciii) in the case of a the Borrowing comprising consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01. Each Lender shall, before 1:00 p.m. 11:00 A.M. (New York City time) on the Closing Datedate of the Borrowing, make available for the account of its Applicable Lending Office to the Second Lien Administrative Agent at its address referred to in Section 8.02the Second Lien Administrative Agent’s Account, in same day funds, such Lender’s Percentage ratable portion of each such the Borrowing. After the Second Lien Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Second Lien Administrative Agent will make such funds available to the Borrower at by transferring such funds to the Administrative Agent’s aforesaid addressAccounts as directed by the Borrower and as contemplated by the Intercreditor Agreement. (b) Anything in subsection (a) above to the contrary notwithstanding, the Borrower may not select Eurodollar Rate Advances for the Borrowing if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Sections 2.07, 2.08 or 2.09. (c) The Notice of Borrowing delivered pursuant to Section 2.02(a) shall be irrevocable and binding on the Borrower. In the event that such Notice case of where the Borrowing requests is to be comprised of Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by the Borrower to fulfill on or before the date specified in such the Notice of Borrowing for the applicable Borrowing the conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such the Borrowing when such Advance, as a result of such failure, is not made on such date. (cd) Unless the Second Lien Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date of a Borrowing comprising Eurodollar Rate Advances or (B) 12:00 noon (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Second Lien Administrative Agent such Lender’s Percentage ratable portion of such the Borrowing, the Second Lien Administrative Agent may assume that such Lender has made such portion available to the Second Lien Administrative Agent on the date of such the Borrowing in accordance with subsection (a) of this Section 2.02 and the Second Lien Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing ratable portion available to the Second Lien Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Second Lien Administrative Agent forthwith on demand such corresponding amount together with and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Second Lien Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the such time under Section 2.04 to Advances made in connection with such comprising the Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Second Lien Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such the Borrowing for purposes of this Agreement. (de) The obligations of the Lenders hereunder to make Advances and to make payments pursuant to Section 7.06 are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any the Borrowing or to make any payment under Section 7.06 on any date required hereunder shall not relieve any other Lender of its corresponding obligation obligation, if any, hereunder to do so make its Advance on such datethe date of the Borrowing, and but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing or to make its payment under Section 7.06the Borrowing.

Making the Advances. (a) The Borrowings to be made on the Closing Date pursuant to Section 2.01 Each Term Advance shall be made on notice, which may be given by telephone or a Notice of Borrowing (provided, that any telephonic upon notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing). Such Notice of Borrowing must be given by the Borrower to the Administrative Agent Lender not fewer than three Business days prior to the date of the proposed Term Advance. Each such notice of a Term Advance (a "NOTICE OF TERM BORROWING") shall be by telephone, confirmed immediately in writing, or telex or telecopier, in substantially the form of Exhibit C hereto, specifying therein the requested (i) date of such Term Advance, (ii) aggregate amount of such Term Advance and (iii) initial Interest Period for such Term Advance. The Lender shall, before 11:00 A.M. (New York City time) on the date of such Term Advance, make such funds available to the Borrower, as such funds may be reduced in accordance with Section 2.02(f) below, upon fulfillment of the case of a Borrowing comprising Eurodollar Rate Advances, applicable conditions set forth in Article III by crediting the Borrower's Account. (b) Each Working Capital Advance shall be made upon notice given by the Borrower to the Lender not later than 11:00 a.m. A.M. (New York City time) on the third Business Day prior to the Closing Date (or date of the proposed Working Capital Advance. Each such other time as the Administrative Agent and the Lenders may agree in their sole discretion), and (ii) in the case notice of a Borrowing comprising Alternate Base Rate AdvancesWorking Capital Advance (a "NOTICE OF WORKING CAPITAL BORROWING") shall be by telephone, not later than 11:00 a.m. (New York time) on confirmed immediately in writing, or telex or telecopier, in substantially the Closing Dateform of Exhibit E hereto, and the Administrative Agent shall give to each Lender prompt notice thereof. Such telephonic notice and Notice of Borrowing shall specify specifying therein the requested (Ai) Type date of Advances to be made in connection with such BorrowingWorking Capital Advance, (Bii) aggregate amount of such Borrowing and Working Capital Advance, (Ciii) in the case of a Borrowing comprising Eurodollar Rate Advances, the initial Interest Period for each such Working Capital Advance and (iv) the maturity of such Working Capital Advance, which Borrowing maturity shall be subject to occur on the limitations stated in last day of any Interest Period for such Working Capital Advance but no later than the definition of “Interest Period” in Section 1.01then existing Working Capital Termination Date. Each The Lender shall, before 1:00 p.m. 11:00 A.M. (New York City time) on the Closing Datedate of such Working Capital Advance, make such funds available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02Borrower, in same day funds, such Lender’s Percentage of each such Borrowing. After the Administrative Agent’s receipt of as such funds and may be reduced in accordance with Section 2.02(f) below, upon fulfillment of the applicable conditions set forth in Article III, III by crediting the Administrative Agent will make such funds available to the Borrower at the Administrative Agent’s aforesaid addressBorrower's Account. (bc) The No more than six separate Term Advances and no more than six separate Working Capital Advances may be outstanding on any one day. (d) Each Notice of Term Borrowing delivered pursuant to Section 2.02(a) and Notice of Working Capital Borrowing shall be irrevocable and binding on the Borrower. In the event that such Notice of Borrowing requests Eurodollar Rate Advances, the The Borrower shall indemnify each the Lender or any Participant against any loss, cost or expense incurred by the Lender or such Lender Participant as a result of any failure by the Borrower to fulfill on or before the date specified in such a Notice of Borrowing for an Advance, the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by the Lender or such Lender Participant to fund the such Advance to be made by such the Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (ce) Unless the Administrative Agent Lender shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day any Participant prior to the date of a Borrowing comprising Eurodollar Rate Advances or (B) 12:00 noon (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances any Advance that such Lender Participant will not make available to the Administrative Agent Lender such Lender’s Percentage Participant's ratable portion of such BorrowingAdvance, the Administrative Agent Lender may assume that such Lender Participant has made such portion available to the Administrative Agent Lender on the date of such Borrowing Advance in accordance with subsection (a) or (b) of this Section 2.02 and the Administrative Agent Lender may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender Participant shall not have so made such Percentage of such Borrowing ratable portion available to the Administrative AgentLender, such Lender and the Borrower severally agree agrees upon notice from the Lender to repay to the Administrative Agent Lender forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative AgentLender, at (i) in the case of the Borrower, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds RateAdvance. If such Lender Participant shall repay to the Administrative Agent Lender such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part Participant's portion of such Borrowing Advance for purposes of this Agreement. (df) The obligations of the Lenders hereunder to make Advances and to make payments pursuant to Section 7.06 are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing or to make any payment under Section 7.06 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender Participant to make the fund its ratable portion of any Advance to be made funded by such other Lender Participant on the date of such Advance, and such Advance made to the Borrower shall be reduced by the amount of any Borrowing or to make its payment under Section 7.06such ratable portion that is not funded by any Participant.

Making the Advances. (a) The Borrowings to be made on the Closing Date pursuant to Except as otherwise provided in Section 2.01 2.02(b) or 2.03, each Borrowing shall be made on notice, which may be given by telephone or a Notice of Borrowing (provided, that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing). Such Notice of Borrowing must be given by the Borrower to the Administrative Agent (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. 1:00 P.M. (New York City time) on the third Business Day prior to the Closing Date (or such other time as date of the Administrative Agent and the Lenders may agree in their sole discretion), and (ii) proposed Borrowing in the case of a Borrowing comprising Alternate consisting of Eurodollar Rate Advances, or not later than 12:00 P.M. (New York City time) on the Business Day of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, not later than 11:00 a.m. (New York time) on by the Closing Date, and Borrower to the Administrative Agent Agent, which shall give to each Appropriate Lender prompt notice thereofthereof by telex, telecopier or other form of electronic communication. Such telephonic Each such notice and of a Borrowing (a “Notice of Borrowing Borrowing”) shall specify be by telephone, confirmed immediately in writing, or telex, telecopier or other form of electronic communication, in substantially the form of Exhibit B hereto, specifying therein the requested (Ai) date of such Borrowing, (ii) Facility under which such Borrowing is to be made, (iii) Type of Advances to be made in connection with comprising such Borrowing, (Biv) aggregate amount of such Borrowing and (Cv) in the case of a Borrowing comprising consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01. Each Appropriate Lender shall, before 1:00 p.m. P.M. (New York City time) on the Closing Datedate of any Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Administrative Agent’s Account, in same day funds, such Lender’s Percentage ratable portion of each such BorrowingBorrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s Account; provided, however, that, in the case of any Revolving Credit Borrowing, the Administrative Agent shall first apply such funds to prepay ratably the aggregate principal amount of any Swing Line Advances and Letter of Credit Advances outstanding at such time, together with interest accrued and unpaid thereon to and as of such date. (i) Each Swing Line Borrowing shall be made on notice, given not later than 1:00 P.M. (New York City time) on the date of the proposed Swing Line Borrowing, by the Borrower to the Swing Line Bank and the Administrative Agent. Each such notice of a Swing Line Borrowing (a “Notice of Swing Line Borrowing”) shall be by telephone, confirmed immediately in writing, or telex, telecopier or other form of electronic communication, specifying therein the requested (i) date of such Borrowing, (ii) amount of such Borrowing and (iii) maturity of such Borrowing (which maturity shall be no later than the tenth Business Day after the requested date of such Borrowing). The Swing Line Bank will make the amount of the requested Swing Line Advances available to the Administrative Agent at the Administrative Agent’s aforesaid address. (b) The Notice Account, in same day funds. After the Administrative Agent’s receipt of Borrowing delivered pursuant to Section 2.02(a) shall be irrevocable such funds and binding on the Borrower. In the event that such Notice upon fulfillment of Borrowing requests Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by the Borrower to fulfill on or before the date specified in such Notice of Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred the Administrative Agent will make such funds available to the Borrower by reason of crediting the liquidation or redeployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such dateBorrower’s Account. (ci) Unless The Swing Line Bank may, at any time in its sole and absolute discretion, request on behalf of the Borrower (and the Borrower hereby irrevocably authorizes the Swing Line Bank to so request on its behalf) that each Revolving Credit Lender make a Base Rate Advance in an amount equal to such Lender’s Pro Rata Share of the amount of Swing Line Advances then outstanding. Such request shall be deemed to be a Notice of Borrowing for purposes hereof and shall be made in accordance with the provisions of Sections 2.01(b) and 2.02 (a) without regard solely to the minimum amounts specified therein but subject to the satisfaction of the conditions set forth in Section 3.02. The Swing Line Bank shall furnish the Borrower with a copy of the applicable Notice of Borrowing promptly after delivering such notice to the Administrative Agent Agent. Each Revolving Credit Lender shall have received written notice via facsimile transmission from a Lender prior make an amount equal to (A) 5:00 p.m. (New York time) one Business Day prior to its Pro Rata Share of the date amount specified in such Notice of a Borrowing comprising Eurodollar Rate Advances or (B) 12:00 noon (New York time) on available for the date account of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available its Applicable Lending Office to the Administrative Agent for the account of the Swing Line Bank, by deposit to the Administrative Agent’s Account, in same date funds, not later than 11:00 A.M. on the day specified in such Notice of Borrowing. (ii) If for any reason any Swing Line Advance cannot be refinanced by a Revolving Credit Borrowing as contemplated by Section 2.02(b)(ii), the request for Base Rate Advances submitted by the applicable Swing Line Bank as set forth in Section 2.02(b)(ii) shall be deemed to be a request by the Swing Line Bank that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Advance and each Revolving Credit Lender’s Percentage of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available payment to the Administrative Agent on for the date account of the Swing Line Bank pursuant to Section 2.02(b)(ii) shall be deemed payment in respect of such Borrowing in accordance with subsection participation. (aiii) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such any Revolving Credit Lender shall not have so made such Percentage the amount of its Pro Rata Share of such Borrowing Swing Line Advance available to the Administrative AgentAgent in accordance with the provisions of Section 2.02(b)(ii), such Revolving Credit Lender and the Borrower severally agree agrees to repay pay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to of the Borrower applicable Notice of Borrowing delivered by the Swing Line Bank until the date such amount is repaid paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (div) The obligations Each Revolving Credit Lender’s obligation to make Revolving Credit Advances or to purchase and fund risk participations in Swing Line Advances pursuant to this Section 2.02(b) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Bank, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the Lenders hereunder foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Advances and to make payments pursuant to this Section 7.06 are several and not joint2.02(b) is subject to satisfaction of the conditions set forth in Section 3.02. The failure No funding of any Lender risk participations shall relieve or otherwise impair the obligation of the Borrower to make the Advance to be made by it repay Swing Line Advances, together with interest as part of any Borrowing or to make any payment under Section 7.06 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing or to make its payment under Section 7.06provided herein.

Making the Advances. (a) The Borrowings to be made on the Closing Date pursuant to Except as otherwise provided in Section 2.01 2.02(b), each Loan shall be made on notice, which may be given by telephone or a Notice of Borrowing (provided, that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing). Such Notice of Borrowing must be given by the Borrower to the Administrative Agent (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. A.M. (New York City time) on the third Business Day prior to the Closing Date (or such other time as date of the Administrative Agent and the Lenders may agree in their sole discretion), and (ii) proposed Loan in the case of a Borrowing comprising Alternate Loan consisting of LIBOR Advances or the first Business Day prior to the date of the proposed Loan in the case of --------------------------------------------------------------------------- * CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC a Loan consisting of Base Rate Advances, not later than 11:00 a.m. (New York time) on Advances by the Closing Date, and Borrower to the Administrative Agent. The Administrative Agent shall give to each Applicable Lender prompt written notice thereof. Such telephonic Each such notice and Notice of Borrowing a Loan (a "Draw Request") shall specify be delivered in writing by telecopy, overnight or regular mail substantially in the form of Exhibit B hereto, specifying therein: (i) the requested date of such Loan (which shall be a Business Day); (ii) whether such Loan is a Facility A Loan or a Facility B Loan and from which tranche of such facility such Loan is requested; (iii) the requested Type of Advances comprising such Loan; provided that the Borrower may not request that Advances be LIBOR Advances if, after giving effect to such Advances, there would be more than three different Interest Periods then in effect; (iv) if such Loan is a Facility B Loan under Tranche 3, whether the proceeds of such Loan will be used to pay accrued and unpaid interest on the outstanding Advances under Tranche 1 or under Tranche 2 of Facility B; (v) the requested aggregate principal amount of such Loan; and (vi) the account to which the proceeds of such Loan shall be paid. Each Draw Request: (A) Type shall be accompanied by a Facility A Borrowing Base Certificate or a Facility B Borrowing Base Certificate, as appropriate, that, among other things, shows the Facility A Borrowing Base or Facility B Borrowing Base, as applicable, as of Advances to be made in connection with the date of such Borrowing, Draw Request; (B) aggregate amount with respect to a Facility A Loan or a Facility B Loan shall be accompanied by a certificate that shows the Facility A Maximum Commitment or the Facility B Maximum Commitment, as applicable, as of the date of such Borrowing Draw Request and sets forth in reasonable detail the calculation of the amount thereof; and (C) in the case of a Borrowing comprising Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to accompanied by such additional documents as may be required by Article IX or the limitations stated in the definition of “Interest Period” in Section 1.01Draw Request. Each Applicable Lender shall, before 1:00 p.m. 12:00 noon (New York City time) on the Closing Datedate of a scheduled Loan, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to the Administrative Agent's Account in Section 8.02, in same same-day funds, such Lender’s Percentage 's ratable portion of each such BorrowingLoan. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIIArticles VIII and IX, the Administrative Agent will make wire transfer same-day funds in the aggregate principal amount of such Loan to such account as the Borrower shall have specified in its Draw Request. If the Administrative Agent shall receive such funds available and if such applicable conditions shall be fulfilled prior to 12:00 A.M. (New York City time) on the Borrower at date of any proposed Loan, the Administrative Agent’s aforesaid addressAgent shall commence the wire transfer (or direct its bank to commence the wire transfer) of such funds to such account by 2:00 P.M. (New York City time). (b) The Notice Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select LIBOR Advances for any Facility A Loan or Facility B Loan if the aggregate amount of Borrowing delivered such Loan is less than $5,000,000 or if the obligation of the Facility A Lenders and Facility B Lenders to make LIBOR Advances shall then be suspended pursuant to Section 2.02(a2.05 or 4.01 and (ii) there shall be no more than three Interest Periods for LIBOR Advances at any one time in effect. (c) Each Draw Request shall be irrevocable and binding on the Borrower. In the event case of any Facility A Loan or Facility B Loan that such Notice the related Draw Request specifies is to be comprised of Borrowing requests Eurodollar Rate LIBOR Advances, the Borrower shall indemnify each Applicable Lender against any loss, cost or expense incurred by such Applicable Lender as a result of any failure by the Borrower to fulfill on or before the date specified in such Notice of Borrowing Draw Request for such Loan the applicable conditions set forth in Article IIIArticles VIII and IX, including, without limitation, including any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Applicable Lender to fund the Advance to be made by such Applicable Lender as part of such Borrowing Loan when such Advance, as a result of such failure, is not made on such date. (cd) Unless the Administrative Agent shall have received written notice via facsimile transmission from a an Applicable Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date of a Borrowing comprising Eurodollar Rate Advances or (B) 12:00 noon (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances any Loan that such Applicable Lender will not make available to the Administrative Agent such Lender’s Percentage 's ratable portion of such BorrowingLoan, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing Loan in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Applicable Lender shall not have so made such Percentage of such Borrowing ratable portion available to the Administrative Agent, such Applicable Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Advances made in connection with comprising such Borrowing Loan and (ii) in the case of such Applicable Lender, the Federal Funds Rate. If such Applicable Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Applicable Lender’s 's Advance as part of such Borrowing Loan for purposes of this Agreement. (de) The obligations of the Lenders hereunder to make Advances and to make payments pursuant to Section 7.06 are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing or to make any payment under Section 7.06 on any date required hereunder Loan shall not relieve any other Applicable Lender of its corresponding obligation obligation, if any, hereunder to do so make its Advance on the date of such dateLoan, and but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing Loan. (f) During the period following the occurrence of an OC Unmatured Default until such default is either cured, waived, or becomes an OC Debt Default, no Advances shall be made under the Credit Facility. [*] (g) Notwithstanding anything to make its payment the contrary contained in this Agreement, if and to the extent that Nortel is a Lender under Section 7.06this Agreement and all or a portion of the proceeds of an Advance is to be paid to Nortel, the Borrower hereby irrevocably agrees that the portion of each Loan to be advanced by Nortel to the Borrower in accordance with this Agreement may in the discretion of Nortel be effectively disbursed on the date in the Draw Request for such disbursement to the Borrower by virtue of a credit in the amount of such Loan given to the Borrower under the Volume Purchase Agreement.

Making the Advances. (a) The Borrowings to be made on the Closing Date pursuant to Section 2.01 Each Borrowing shall be made on notice, which may be given by telephone or a Notice of Borrowing (provided, that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing). Such Notice of Borrowing must be given by the Borrower to the Administrative Agent (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. (x) 1:00 P.M. (New York City time) on the third Business Day prior to the Closing Date date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances or (or y) 1:00 P.M. (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by facsimile; provided, however, that if the Borrower wishes to request Eurodollar Rate Advances having an Interest Period of twelve months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Agent not later than 11:00 a.m. four Business Days prior to the requested date of such other time as Borrowing, whereupon the Administrative Agent and shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 2:00 p.m. three Business Days before the requested date of such Borrowing of Eurodollar Rate Advances, the Agent shall notify the Borrower (which notice may agree be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in their sole discretion)writing, or facsimile in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iiiv) in the case of a Borrowing comprising Alternate Base Rate Advances, not later than 11:00 a.m. (New York time) on the Closing Date, and the Administrative Agent shall give to each Lender prompt notice thereof. Such telephonic notice and Notice consisting of Borrowing shall specify the requested (A) Type of Advances to be made in connection with such Borrowing, (B) aggregate amount of such Borrowing and (C) in the case of a Borrowing comprising Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01. Each Lender shall, before 1:00 p.m. 3:00 P.M. (New York City time) on the Closing Date, date of such Borrowing make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Agent’s Account, in same day funds, such Lender’s Percentage ratable portion of each such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at the Administrative AgentBorrower’s aforesaid addressaccount as specified in writing by two Financial Officers of the Borrower. (b) The [Reserved]. (c) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $1,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.08 or 2.12 and (ii) the Eurodollar Rate Advances may not be outstanding as part of more than six separate Borrowings. (d) Each Notice of Borrowing delivered pursuant to Section 2.02(a) shall be irrevocable and binding on the Borrower. In the event case of any Borrowing that such the related Notice of Borrowing requests specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by the Borrower to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including excluding loss of anticipated profitsprofits (including the Applicable Margin)), cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of any failure to fulfill on or before the date specified in such failure, is not made on Notice of Borrowing for such dateBorrowing the applicable conditions set forth in Article III. (ce) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date time of a any Borrowing comprising Eurodollar Rate Advances or (B) 12:00 noon (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) or (b) of this Section 2.02 2.02, as applicable, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to the Advances made in connection with comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds RateRate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Agent in connection with the foregoing. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (df) The obligations of the Lenders hereunder to make Advances and to make payments pursuant to Section 7.06 are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing or to make any payment under Section 7.06 on any date required hereunder shall not relieve any other Lender of its corresponding obligation obligation, if any, hereunder to do so make its Advance on the date of such dateBorrowing, and but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing or to make its payment under Section 7.06Borrowing.

Making the Advances. (a) The Borrowings to be made on the Closing Date pursuant to Except as otherwise provided in Section 2.01 2.02(b) or 2.03, each Borrowing shall be made on notice, which may be given by telephone or a Notice of Borrowing (provided, that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing). Such Notice of Borrowing must be given by the Borrower to the Administrative Agent (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. A.M. (New York City time) on the third Business Day prior to the Closing Date (or such other time as date of the Administrative Agent and the Lenders may agree in their sole discretion), and (ii) proposed Borrowing in the case of a Borrowing comprising Alternate consisting of Eurodollar Rate Advances, or the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, not later than 11:00 a.m. (New York time) on the Closing Date, and by a Borrower to the Administrative Agent Agent, which shall give to each Appropriate Lender prompt notice thereofthereof by telex or telecopier. Such telephonic Each such notice and of a Borrowing (a "Notice of Borrowing Borrowing") shall specify be by telephone, confirmed immediately in writing, or telex or telecopier, in substantially the form of Exhibit B hereto, specifying therein the requested (Ai) date of such Borrowing, (ii) Facility under which such Borrowing is to be made, (iii) Type of Advances to be made in connection with comprising such Borrowing, (Biv) aggregate amount of such Borrowing and (Cv) in the case of a Borrowing comprising consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01. Each Appropriate Lender shall, before 1:00 p.m. 11:00 A.M. (New York City time) on the Closing Datedate of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Administrative Agent's Account, in same day funds, such Lender’s Percentage 's ratable portion of each such BorrowingBorrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to such Borrower by crediting such Borrower's Account; provided, however, that, in the Borrower at the Administrative Agent’s aforesaid address. (b) The Notice of Borrowing delivered pursuant to Section 2.02(a) shall be irrevocable and binding on the Borrower. In the event that such Notice of Borrowing requests Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result case of any failure by the Borrower to fulfill on or before the date specified in such Notice of Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date of a Borrowing comprising Eurodollar Rate Advances or (B) 12:00 noon (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage of such Revolving Credit Borrowing, the Administrative Agent may assume that shall first make a portion of such Lender has made such portion available funds equal to the Administrative Agent aggregate principal amount of any Swing Line Advances and Letter of Credit Advances made by any Swing Line Bank or any Issuing Bank, as the case may be, and by any other Revolving Credit Lender and outstanding on the date of such Borrowing in accordance with subsection (a) Revolving Credit Borrowing, plus interest accrued and unpaid thereon to and as of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (d) The obligations of the Lenders hereunder to make Advances and to make payments pursuant to Section 7.06 are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing or to make any payment under Section 7.06 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, available to such Swing Line Bank or such Issuing Bank, as the case may be, and no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date Revolving Credit Lenders for repayment of any Borrowing or to make its payment under Section 7.06such Swing Line Advances and Letter of Credit Advances.

Making the Advances. (a) The Borrowings to be made on the Closing Date pursuant to Section 2.01 Borrowing shall be made on notice, which may be given by telephone or a Notice of Borrowing (provided, that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing). Such Notice of Borrowing must be given by the Borrower to the Administrative Agent (i) in the case if such Borrowing is comprised of a Borrowing comprising Eurodollar Rate SOFR Advances, not later than 11:00 a.m. 1:00 P.M. (New York City time) on the third Business Day prior to the Closing Date (or such other time as date of the Administrative Agent and the Lenders may agree in their sole discretion)proposed Borrowing, and (ii) in the case if such Borrowing is comprised of a Borrowing comprising Alternate Base Rate Advances, not later than 11:00 a.m. 1:00 P.M. (New York City time) on the Closing Datedate of such Borrowing, and by the Borrower to the Administrative Agent Agent, which shall give to each Lender prompt notice thereof. Such telephonic The notice and of the Borrowing (a “Notice of Borrowing Borrowing”) shall specify be transmitted by facsimile or email in substantially the form of Exhibit A-1 hereto, specifying therein the requested (A) date of such Borrowing, (B) Type of Advances to be made in connection with such Borrowing, (BC) aggregate amount of such Borrowing Borrowing, (D) wire instructions of the Borrower, and (CE) in the case of a Borrowing comprising Eurodollar Rate SOFR Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01Advances. Each Lender shall, before 1:00 p.m. (x) 12:00 noon (New York City time) on the Closing Datedate of the Borrowing if such Borrowing is comprised of SOFR Advances, and (y) 3:00 P.M. (New York City time) on the date AES Term Loan Agreement (2025) of the Borrowing if such Borrowing is comprised of Base Rate Advances, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Agent’s Account, in same day funds, such Lender▇▇▇▇▇▇’s Percentage ratable portion of each such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at in such manner as the Administrative Agent’s aforesaid address. (b) Borrower shall have specified in the Notice of Borrowing. The Notice of Borrowing delivered pursuant to Section 2.02(a) shall be irrevocable and binding on the Borrower. In If the event that such Notice of Borrowing requests Eurodollar Rate SOFR Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by the Borrower to fulfill on or before the date specified in such the Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits)loss, cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) . Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date time of a the Borrowing comprising Eurodollar Rate Advances or (B) 12:00 noon (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender▇▇▇▇▇▇’s Percentage ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing ratable portion available to the Administrative Agent, such Lender and the Borrower (following the Administrative Agent’s demand on such Lender for the corresponding amount) severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (d) The obligations of the Lenders hereunder to make Advances and to make payments pursuant to Section 7.06 are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any the Borrowing or to make any payment under Section 7.06 on any date required hereunder shall not relieve any other Lender of its corresponding obligation obligation, if any, hereunder to do so make its Advance on the date of such dateBorrowing, and but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing or to make its payment under Section 7.06such Borrowing.

Making the Advances. (a) The Borrowings to be made on the Closing Date pursuant to Except as otherwise provided in Section 2.01 2.02(b) or 2.03, each Borrowing shall be made on notice, which may be given by telephone or a Notice of Borrowing (provided, that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing). Such Notice of Borrowing must be given by the Borrower to the Administrative Agent (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. A.M. (New York City time) on the third Business Day prior to the Closing Date (or such other time as date of the Administrative Agent and the Lenders may agree in their sole discretion), and (ii) proposed Borrowing in the case of a Borrowing comprising Alternate consisting of Eurodollar Rate Advances, or the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, not later than 11:00 a.m. (New York time) on by the Closing Date, and Borrower to the Administrative Agent Agent, which shall give to each Lender prompt notice thereofthereof by telex or telecopier. Such telephonic Each such notice and Notice of a Borrowing (a "NOTICE OF BORROWING") shall specify be by telephone, confirmed immediately in writing, or telex or telecopier, in substantially the form of Exhibit B hereto, specifying therein the requested (Ai) date of such Borrowing, (ii) Type of Advances to be made in connection with comprising such Borrowing, (Biii) aggregate amount of such Borrowing and (Civ) in the case of a Borrowing comprising consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01. Each Lender shall, before 1:00 p.m. 11:00 A.M. (New York City time) on the Closing Datedate of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Administrative Agent's Account, in same day funds, such Lender’s Percentage 's ratable portion of each such BorrowingBorrowing in accordance with the respective Commitments of such Lender and the other Lenders. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent’s aforesaid address. (b) The Notice of Borrowing delivered pursuant to Section 2.02(a) shall be irrevocable and binding on by crediting the Borrower. In the event 's account; provided, however, that such Notice of Borrowing requests Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by the Borrower to fulfill on or before the date specified in such Notice of Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) Unless the Administrative Agent shall have received written notice via facsimile transmission from first make a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior portion of such funds equal to the date aggregate principal amount of a Borrowing comprising Eurodollar Rate any Letter of Credit Advances or (B) 12:00 noon (New York time) on made by any Issuing Bank, as the date of a Borrowing comprising Alternate Base Rate Advances that such case may be, and by any other Lender will not make available to the Administrative Agent such Lender’s Percentage of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent and outstanding on the date of such Borrowing in accordance with subsection (a) Borrowing, plus interest accrued and unpaid thereon to and as of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (d) The obligations of the Lenders hereunder to make Advances and to make payments pursuant to Section 7.06 are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing or to make any payment under Section 7.06 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, available to such Issuing Bank and no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date Lenders for repayment of any Borrowing or to make its payment under Section 7.06such Letter of Credit Advances.

Making the Advances. (a) The Borrowings to be made on the Closing Date pursuant to Except as otherwise provided in Section 2.01 2.02(b) or 2.04, each Borrowing shall be made on notice, which may be given by telephone or a Notice of Borrowing (provided, that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing). Such Notice of Borrowing must be given by the Borrower to the Administrative Agent (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. A.M. (New York City time) on the third Business Day prior to the Closing Date (or such other time as date of the Administrative Agent and the Lenders may agree in their sole discretion), and (ii) proposed Borrowing in the case of a Borrowing comprising Alternate consisting of Eurodollar Rate Advances, or the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, not later than 11:00 a.m. (New York time) on by the Closing Date, and Borrower to the Administrative Agent Agent, which shall give to each Appropriate Lender prompt notice thereofthereof by telecopier or electronic communication. Such telephonic Each such notice and of a Borrowing (a “Notice of Borrowing Borrowing”) shall specify be by telephone, confirmed immediately in writing, or by telecopier or electronic communication, in substantially the form of Exhibit B hereto, specifying therein the requested (Ai) date of such Borrowing, (ii) Facility under which such Borrowing is to be made, (iii) Type of Advances to be made in connection with comprising such Borrowing, (Biv) aggregate amount of such Borrowing and (Cv) in the case of a Borrowing comprising consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01. Each Appropriate Lender shall, before 1:00 p.m. 12:00 P.M. (New York City time) on the Closing Datedate of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Administrative Agent’s Account, in same day funds, such Lender’s Percentage ratable portion of each such BorrowingBorrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s Account; provided, however, that, in the case of any Revolving Credit Borrowing, the Administrative Agent shall first apply such funds to prepay ratably the aggregate principal amount of any Swing Line Advances and Letter of Credit Advances outstanding at such time, together with interest accrued and unpaid thereon to and as of such date. (i) Each Swing Line Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the date of the proposed Swing Line Borrowing, by the Borrower to any Swing Line Bank and the Administrative Agent. Each such notice of a Swing Line Borrowing (a “Notice of Swing Line Borrowing”) shall be by telephone, confirmed immediately in writing, or by telecopier or electronic communication, specifying therein the requested (x) date of such Borrowing, (y) amount of such Borrowing and (z) maturity of such Borrowing (which maturity shall be no later than the earliest of (A) the tenth day after the requested date of such Borrowing and (B) the Revolving Credit Facility Maturity Date). The Swing Line Bank will make the amount of the requested Swing Line Advances available to the Administrative Agent at the Administrative Agent’s aforesaid address. (b) The Notice Account, in same day funds. After the Administrative Agent’s receipt of Borrowing delivered pursuant to Section 2.02(a) shall be irrevocable such funds and binding on the Borrower. In the event that such Notice upon fulfillment of Borrowing requests Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by the Borrower to fulfill on or before the date specified in such Notice of Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred the Administrative Agent will make such funds available to the Borrower by reason of crediting the liquidation or redeployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such dateBorrower’s Account. (cii) Unless The Swing Line Bank may, at any time in its sole and absolute discretion, request on behalf of the Borrower (and the Borrower hereby irrevocably authorizes each Swing Line Bank to so request on its behalf) that each Revolving Credit Lender make a Base Rate Advance in an amount equal to such Lender’s Pro Rata Share of the amount of Swing Line Advances then outstanding. Such request shall be deemed to be a Notice of Borrowing for purposes hereof and shall be made in accordance with the provisions of Section 2.02(a) without regard solely to the minimum amounts specified therein but subject to the satisfaction of the conditions set forth in Section 3.02. The Swing Line Bank shall furnish the Borrower with a copy of the applicable Notice of Borrowing promptly after delivering such notice to the Administrative Agent Agent. Each Revolving Credit Lender shall have received written notice via facsimile transmission from a Lender prior make an amount equal to (A) 5:00 p.m. (New York time) one Business Day prior to its Pro Rata Share of the date amount specified in such Notice of a Borrowing comprising Eurodollar Rate Advances or (B) 12:00 noon (New York time) on available for the date account of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available its Applicable Lending Office to the Administrative Agent for the account of the Swing Line Bank, by deposit to the Administrative Agent’s Account, in same date funds, not later than 11:00 A.M. on the day specified in such Notice of Borrowing. (iii) If for any reason any Swing Line Advance cannot be refinanced by a Revolving Credit Borrowing as contemplated by Section 2.02(b)(ii), the request for Base Rate Advances submitted by the Swing Line Bank as set forth in Section 2.02(b)(ii) shall be deemed to be a request by the Swing Line Bank that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Advance and each Revolving Credit Lender’s Percentage of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available payment to the Administrative Agent on for the date account of the Swing Line Bank pursuant to Section 2.02(b)(ii) shall be deemed payment in respect of such Borrowing in accordance with subsection participation. (aiv) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such any Revolving Credit Lender shall not have so made such Percentage the amount of its Pro Rata Share of such Borrowing Swing Line Advance available to the Administrative AgentAgent in accordance with the provisions of Section 2.02(b)(ii), such Revolving Credit Lender and the Borrower severally agree agrees to repay pay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to of the Borrower applicable Notice of Borrowing delivered by the Swing Line Bank until the date such amount is repaid paid to the Administrative Agent, at (i) in the case greater of the Borrower, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to Rate and a rate determined by the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreementin accordance with banking industry practices on interbank compensation. (dv) The obligations Each Revolving Credit Lender’s obligation to make Revolving Credit Advances or to purchase and fund risk participations in any Swing Line Advance pursuant to this Section 2.02(b) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right that such Lender may have against the Swing Line Bank, the Borrower or any other Person for any reason whatsoever, (B) the occurrence of continuance of a Default or (C) any other occurrence, event or condition, whether or not similar to any of the Lenders hereunder foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Advances and to make payments pursuant to this Section 7.06 are several and not joint2.02(b) is subject to satisfaction of the conditions set forth in Section 3.02. The failure No funding of any Lender risk participations shall relieve or otherwise impair the obligation of the Borrower to make the Advance to be made by it repay Swing Line Advances, together with interest as part of any Borrowing or to make any payment under Section 7.06 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing or to make its payment under Section 7.06provided herein.

Making the Advances. (a) The Borrowings to be made on the Closing Date pursuant to Section 2.01 Each Advance shall be made on notice, which may be given by telephone or a Notice of Borrowing (provided, that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing). Such Notice of Borrowing must be given by the Borrower to the Administrative Agent (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 10:00 a.m. (New York time) on the third Business Day prior to the Closing Date (or such other time as date of the Administrative Agent and the Lenders may agree in their sole discretion), and (ii) in the case of a Borrowing comprising Alternate Base Rate Advances, not later than 11:00 a.m. (New York time) on the Closing Dateproposed Advance, and the Administrative Agent shall give to each Lender prompt notice thereof. Such telephonic The notice and of the drawing of each Advance (a “Notice of Borrowing Borrowing”) shall specify be by facsimile, in substantially the form of Exhibit B hereto, specifying therein (i) the requested (A) Type date of Advances to be made in connection with such Borrowingthe Advance, (Bii) the aggregate amount of such Borrowing and requested Advance, (Ciii) in the case of a Borrowing comprising Eurodollar Rate Advances, the initial Interest Period Period(s) for each such Advance, and (iv) appropriate wire transfer instructions, where the proceeds of such Advance are to be deposited, or alternate disbursement instructions (which Borrowing shall be subject acceptable to the limitations stated in the definition of “Interest Period” in Section 1.01Lenders). Each Lender shall, before 1:00 p.m. 11:00 a.m. (New York time) on the Closing Datedate of such Advance, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Administrative Agent's Account, in same day funds, such Lender’s Percentage 's ratable portion of each such Borrowingthe Advance. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds the Advance available to the Borrower at the Administrative Agent’s aforesaid address. (b) Borrower. The Notice of Borrowing delivered pursuant to Section 2.02(a) shall be irrevocable and binding on the Borrower. In the event that such Notice of Borrowing requests Eurodollar Rate Advances, the The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by the Borrower to fulfill on or before the date specified in such Notice of Borrowing for such Advance the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits)loss, cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (cb) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date of a Borrowing comprising Eurodollar Rate Advances or (B) 12:00 noon (New York time) on which the date of a Borrowing comprising Alternate Base Rate Advances Advance is to be made that such Lender will not make available to the Administrative Agent such Lender’s Percentage 's ratable portion of such BorrowingAdvance, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing Advance in accordance with subsection (a) of this Section 2.02 2.02, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available by the Administrative Agent to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Advances made in connection with the Advance extended on such Borrowing date and (ii) in the case of such Lender, at the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing Lender's Advance for purposes of this Agreement. (dc) The obligations of the Lenders hereunder to make Advances and to make payments pursuant to Section 7.06 are several and not joint. The failure of any Lender to make the any Advance to be made by it as part of any Borrowing or to make any payment under Section 7.06 on any date required hereunder shall not relieve any other Lender of its corresponding obligation obligation, if any, hereunder to do so make its Advance on such the relevant Advance date, and but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing or to make its payment under Section 7.06such date.

Making the Advances. (a) The Borrowings to be made on the Closing Date pursuant to Section 2.01 Each Borrowing shall be made on notice, which may be given by telephone or a Notice of Borrowing (provided, that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing). Such Notice of Borrowing must be given by the Borrower to the Administrative Agent (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. A.M. (New York City time) on the third Business Day prior to the Closing Date date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances, or the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Paying Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each such notice of a Borrowing (a "Notice of Borrowing") shall be by telephone, confirmed immediately in writing, or telecopier or telex in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such other time as the Administrative Agent and the Lenders may agree in their sole discretion)Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iiiv) in the case of a Borrowing comprising Alternate Base Rate Advances, not later than 11:00 a.m. (New York time) on the Closing Date, and the Administrative Agent shall give to each Lender prompt notice thereof. Such telephonic notice and Notice consisting of Borrowing shall specify the requested (A) Type of Advances to be made in connection with such Borrowing, (B) aggregate amount of such Borrowing and (C) in the case of a Borrowing comprising Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01. Each Lender shall, before 1:00 p.m. 12:00 Noon (New York City time) on the Closing Datedate of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Paying Agent at its address referred to in Section 8.02the Paying Agent's Account, in same day funds, such Lender’s Percentage 's ratable portion of each such BorrowingBorrowing in accordance with the respective Commitments of such Lender and the other Lenders. After the Administrative Paying Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Paying Agent will make such funds available to the Borrower at by crediting the Administrative Agent’s aforesaid addressBorrower's Account. (b) The Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $10,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.08, 2.09 or 2.10 and (ii) the Advances may not be outstanding as part of more than 12 separate Borrowings. (c) Each Notice of Borrowing delivered pursuant to Section 2.02(a) shall be irrevocable and binding on the Borrower. In the event case of any Borrowing that such the related Notice of Borrowing requests specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by the Borrower to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (cd) Unless the Administrative Paying Agent shall have received written notice via facsimile transmission from a an Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date of a any Borrowing comprising Eurodollar Rate Advances or (B) 12:00 noon (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Paying Agent such Lender’s Percentage 's ratable portion of such Borrowing, the Administrative Paying Agent may assume that such Lender has made such portion available to the Administrative Paying Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Paying Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing ratable portion available to the Administrative Paying Agent, such Lender and the Borrower severally agree to repay to the Administrative Paying Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Paying Agent, at (i) in the case of the Borrower, the interest rate applicable at the such time under Section 2.06 to Advances made in connection with comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Paying Agent such corresponding amount, such amount so repaid shall constitute such Lender’s 's Advance as part of such Borrowing for purposes of this Agreement. (de) The obligations of the Lenders hereunder to make Advances and to make payments pursuant to Section 7.06 are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing or to make any payment under Section 7.06 on any date required hereunder shall not relieve any other Lender of its corresponding obligation obligation, if any, hereunder to do so make its Advance on the date of such dateBorrowing, and but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing or to make its payment under Section 7.06Borrowing.

Making the Advances. (a) The Borrowings to be made on the Closing Date pursuant to Section 2.01 Each Borrowing shall be made on notice, which may be given by telephone or a Notice of Borrowing (provided, that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing). Such Notice of Borrowing must be given by the Borrower to or a Borrowing Subsidiary, as the case may be, and received by the Administrative Agent (i) in the case of a Borrowing comprising Eurodollar Rate AdvancesAgent, which shall give prompt notice thereof to each Lender by facsimile, not later than 11:00 a.m. A.M. (New York City time) on the third Business Day prior to the Closing Date date of the proposed Borrowing in the case of Eurodollar Rate Advances, or the same Business Day in the case of Base Rate Advances. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be given by facsimile, confirmed immediately by hand or by mail, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such other time as the Administrative Agent and the Lenders may agree in their sole discretion)Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iiiv) in the case of a Borrowing comprising Alternate Base Rate Advances, not later than 11:00 a.m. (New York time) on the Closing Date, and the Administrative Agent shall give to each Lender prompt notice thereof. Such telephonic notice and Notice comprised of Borrowing shall specify the requested (A) Type of Advances to be made in connection with such Borrowing, (B) aggregate amount of such Borrowing and (C) in the case of a Borrowing comprising Eurodollar Rate Advances, the initial Interest Period for each such Advance. Upon fulfillment of the applicable conditions set forth in Article III, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01. Each each Lender shall, before 1:00 p.m. 12:00 noon (New York City time) on the Closing Datedate of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Administrative Agent's Account, in same day immediately available funds, such Lender’s Percentage 's ratable portion of each such Borrowing. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will promptly make such funds available to the Borrower at the Administrative Agent’s aforesaid address's address referred to in Section 8.02. (b) Anything in subsection (a) above to the contrary notwithstanding: (i) if any Lender shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances hereunder, the Administrative Agent shall immediately notify the Borrower and each other Lender and the right of the Borrower and any Borrowing Subsidiary to select Eurodollar Rate Advances for the portion of such Borrowing advanced by the Lender which has provided the notice described above or the portion of any subsequent Borrowing advanced by such Lender shall be suspended until such Lender shall notify the Administrative Agent and the Administrative Agent will notify the Borrower that the circumstances causing such suspension no longer exist, and each such Advance shall be a Base Rate Advance; (ii) if no Reference Bank furnishes timely information to the Administrative Agent for determining the Eurodollar Rate for any Eurodollar Rate Advances comprising any requested Borrowing, the Administrative Agent shall immediately notify each Lender and the Borrower and the right of the Borrower and any Borrowing Subsidiary to select Eurodollar Rate Advances for such Borrowing or any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Lenders and the Borrower that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance; and (iii) if the Required Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Rate Advances comprising such Borrowing will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Borrowing, the Administrative Agent shall immediately notify the Borrower and each other Lender and the right of the Borrower and any Borrowing Subsidiary to select Eurodollar Rate Advances for such Borrowing or any subsequent Borrowing shall be suspended, and each Advance comprising such Borrowing shall be a Base Rate Advance. The Lenders will review regularly the circumstances causing such suspension, and as soon as such circumstances no longer exist the Required Lenders will notify the Administrative Agent and the Administrative Agent will notify the Borrower that such suspension is terminated. (c) Each Notice of Borrowing delivered pursuant to Section 2.02(a) shall be irrevocable and binding on the BorrowerBorrower or Borrowing Subsidiary, as the case may be. In the event case of any Borrowing that such the related Notice of Borrowing requests specifies is to be comprised of Eurodollar Rate Advances, the Borrower or Borrowing Subsidiary, as the case may be, shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by the Borrower to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including excluding in any event loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (cd) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. the date of any Borrowing comprised of Eurodollar Rate Advances, and prior to 11:30 A.M. (New York time) one Business Day prior to the date of a Borrowing comprising Eurodollar Rate Advances or (B) 12:00 noon (New York City time) on the date of a any Borrowing comprising Alternate comprised of Base Rate Advances Advances, that such Lender will not make available to the Administrative Agent such Lender’s Percentage 's ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Advances made in connection with comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s 's Advance as part of such Borrowing for purposes of this Agreement. (de) The obligations of the Lenders hereunder to make Advances and to make payments pursuant to Section 7.06 are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing or to make any payment under Section 7.06 on any date required hereunder shall not relieve any other Lender of its corresponding obligation obligation, if any, hereunder to do so make its Advance on the date of such dateBorrowing, and but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing or to make its payment under Section 7.06Borrowing.

Making the Advances. (a) The Borrowings to be made on the Closing Date pursuant to Except as otherwise provided in Section 2.01 2.02(c) or 2.03, each Borrowing shall be made on notice, which may be given by telephone or a Notice of Borrowing (provided, that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing). Such Notice of Borrowing must be given by the Borrower to the Administrative Agent (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. 12:00 noon (New York City time) on the third Business Day prior to the Closing Date (or such other time as date of the Administrative Agent and the Lenders may agree in their sole discretion), and (ii) proposed Borrowing in the case of a Borrowing comprising Alternate consisting of Eurodollar Rate Advances, or on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, not later than 11:00 a.m. (New York time) on the Closing Date, and to the Administrative Agent Agent, which shall give to each Appropriate Lender prompt notice thereofthereof by telecopier or electronic mail. Such telephonic Each such notice and of a Borrowing (a “Notice of Borrowing Borrowing”) shall specify be by telephone, confirmed immediately in writing, or telecopier or electronic mail, in substantially the form of Exhibit B, specifying therein the requested (Ai) date of such Borrowing, (ii) Type of Advances to be made in connection with comprising such Borrowing, (Biii) aggregate amount of such Borrowing and (Civ) in the case of a Borrowing comprising consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01. Each Lender shall, before 1:00 p.m. 12:00 noon (New York City time) on the Closing Datedate of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Administrative Agent’s Account, in same day immediately available funds, such Lender’s Percentage ratable portion of each such BorrowingBorrowing in accordance with the respective Commitment of such Lender under the applicable Facility and the other Appropriate Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will shall (x) with respect to the Initial Borrowing, directly apply (1) the Revolving Advances (or such portion thereof as may be specified in writing to the Administrative Agent by the Borrower) to the repayment of the Existing Debt, and (2) the Term Advances to the repayment of the Existing Debt and (y) with respect to subsequent Revolving Borrowings, make such funds available to the Borrower at Borrower, by crediting the Administrative Agent’s aforesaid address. (b) The Notice of Borrowing delivered pursuant to Section 2.02(a) shall be irrevocable and binding on Account; provided, however, that, in the Borrower. In the event that such Notice of Borrowing requests Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result case of any failure by the Borrower to fulfill on or before the date specified in such Notice of Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date of a Borrowing comprising Eurodollar Rate Advances or (B) 12:00 noon (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage of such subsequent Revolving Borrowing, the Administrative Agent may assume that shall first make a portion of such Lender has made such portion available funds equal to the Administrative Agent aggregate principal amount of any Swing Line Advances and L/C Borrowing made by the Swing Line Bank or any Issuing Bank and by any other Revolving Lender, as the case may be, and outstanding on the date of such Borrowing in accordance with subsection (a) Revolving Borrowing, plus interest accrued and unpaid thereon to and as of this Section 2.02 and the Administrative Agent maysuch date, in reliance upon such assumption, make available to the Borrower on Swing Line Bank or such date a corresponding amount. If and to Issuing Bank or such other Revolving Lender, as the extent that such Lender shall not have so made such Percentage case may be, for repayment of such Borrowing available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (d) The obligations of the Lenders hereunder to make Swing Line Advances and to make payments pursuant to Section 7.06 are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing or to make any payment under Section 7.06 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing or to make its payment under Section 7.06L/C Borrowing.

Making the Advances. (aA) The Borrowings Except as otherwise provided herein, the Borrower may request the Lenders to be made on make Advances to the Closing Date pursuant Borrower up to Section 2.01 shall be made on notice, which twelve times in any calendar year (provided that the Borrower may be given not request that the Lenders make Advances to the Borrower more than (i) once during any fifteen-day period or (ii) twice during any calendar month)) by telephone or a Notice of Borrowing (provided, that any telephonic notice must be confirmed immediately by the delivery to the Administrative Agent Agent, each Funding Agent, each Conduit Lender and the Paying Agent, not later than 12:00 P.M. (New York City time) on a date that is at least five (5) Business Days (or, in the case of a Borrowing Date that occurs on the Sixth Amendment Effective Date, two (2) Business Days) prior to the proposed Borrowing Date of a written notice of such request substantially in the form of Exhibit B-2 attached hereto (each such notice, a “Notice of Borrowing”). Such Notice of Borrowing must shall be given accompanied by a duly completed Borrowing Base Certificate signed by a Responsible Officer of the Borrower to unless the Administrative Agent proposed Borrowing Date is more than five (i5) Business Days after the date of such Notice of Borrowing, in the which case of a Borrower shall deliver such Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. (New York time) Base Certificate on the third date that is five (5) Business Day Days prior to the Closing Date (or such other time as the Administrative Agent and the Lenders may agree in their sole discretion), and (ii) in the case of a proposed Borrowing comprising Alternate Base Rate Advances, not later than 11:00 a.m. (New York time) on the Closing Date, and the Administrative Agent shall give to each Lender prompt notice thereof. Such telephonic notice and Any Notice of Borrowing shall specify the requested (A) Type of Advances to be made in connection with such Borrowing, (B) aggregate amount of such or Borrowing and (C) in the case of a Borrowing comprising Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01. Each Lender shall, before 1:00 p.m. (New York time) on the Closing Date, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02, in same day funds, such Lender’s Percentage of each such Borrowing. After Base Certificate received by the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Funding Agents, the Conduit Lenders or the Paying Agent will make such funds available after the time specified in the immediately preceding sentence shall be deemed to have been received on the next Business Day, and to the Borrower at extent that results in the Administrative Agent’s aforesaid address. proposed Borrowing Date being earlier than five (b5) The Notice Business Days after the date of Borrowing delivered pursuant to Section 2.02(a) shall be irrevocable and binding on the Borrower. In the event that delivery of such Notice of Borrowing requests Eurodollar Rate AdvancesBorrowing, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by the Borrower to fulfill on or before then the date specified in such Notice of Borrowing as the applicable conditions set forth in Article III, including, without limitation, any loss (including loss proposed Borrowing Date of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by such Lender to fund the an Advance shall be deemed to be made by such Lender as part the Business Day immediately succeeding the proposed Borrowing Date of such Advance specified in such Notice of Borrowing. The proposed Borrowing when such AdvanceDate specified in a Notice of Borrowing shall be no earlier than five (5) Business Days, as a result of such failureand no later than thirty (30) days, is not made on such date. (c) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to after the date of a Borrowing comprising Eurodollar Rate Advances or (B) 12:00 noon (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage delivery of such Notice of Borrowing. Unless otherwise provided herein, each Notice of Borrowing may not be revoked; provided, that the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (d) The obligations of the Lenders hereunder to make Advances and to make payments pursuant to Section 7.06 are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing or to make any payment under Section 7.06 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible only consequence for the failure of any other Lender the Borrower to make borrow Advances on a Borrowing Date shall be its obligation to pay Breakage Costs as provided in Section 2.12(A). For the Advance avoidance of doubt, the failure of the Borrower to be made by such other Lender borrow Advances on a Borrowing Date shall count against the caps on the date number of any Borrowing or to make its payment under requested Advances set forth in the first sentence of this Section 7.062.

Making the Advances. (a) The Borrowings to be made on the Closing Date pursuant to Section 2.01 Borrowing shall be made on notice, which may be given by telephone or a Notice of Borrowing (provided, that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing). Such Notice of Borrowing must be given by the Borrower to the Administrative Agent (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. A.M. (New York City time) on the third Business Day prior to the Closing Date (or such other time as date of the Administrative Agent and the Lenders may agree in their sole discretion), and (ii) Borrowing in the case of a Borrowing comprising Alternate consisting of Eurodollar Rate Advances, or the first Business Day prior to the date of the Borrowing in the case of a Borrowing consisting of Base Rate Advances, not later than 11:00 a.m. (New York time) on by the Closing Date, and Borrower to the Administrative Agent Agent, which shall give to each Lender prompt notice thereofthereof by telecopier or electronic communication. Such telephonic notice and of Borrowing (a “Notice of Borrowing Borrowing”) shall specify be by telephone, confirmed immediately in writing, or by telecopier or electronic communication, in substantially the form of Exhibit B hereto, specifying therein the requested (Ai) date of such Borrowing, (ii) Type of Advances to be made in connection with comprising such Borrowing, (Biii) aggregate amount of such Borrowing and (Civ) in the case of a Borrowing comprising consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01. Each Lender shall, before 1:00 p.m. 11:00 A.M. (New York City time) on the Closing Datedate of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Administrative Agent’s Account, in same day funds, such Lender’s Percentage ratable portion of each such BorrowingBorrowing in accordance with the respective Commitments under the Facility of such Lender and the other Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at by crediting the Administrative AgentBorrower’s aforesaid addressAccount. (b) Anything in subsection (a) above to the contrary notwithstanding, the Borrower may only select Eurodollar Rate Advances with an Interest Period of two weeks for the period from the date hereof for so long as is required by the Lead Arranger to achieve a successful syndication; provided that such period shall end on the 30th day after the date hereof (or such earlier date as shall be specified in its sole discretion by the Administrative Agent in a written notice to the Borrower and the Lenders that a successful syndication has been achieved). (c) The Notice of Borrowing delivered pursuant to Section 2.02(a) shall be irrevocable and binding on the Borrower. In the event case of a Borrowing that such the related Notice of Borrowing requests specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by the Borrower to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (cd) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date of a any Borrowing comprising Eurodollar Rate Advances or (B) 12:00 noon (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount together with and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the such time under Section 2.05 to Advances made in connection with comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay pay to the Administrative Agent such corresponding amount, such amount so repaid paid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreementall purposes. (de) The obligations of the Lenders hereunder to make Advances and to make payments pursuant to Section 7.06 are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing or to make any payment under Section 7.06 on any date required hereunder shall not relieve any other Lender of its corresponding obligation obligation, if any, hereunder to do so make its Advance on the date of such dateBorrowing, and but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing or to make its payment under Section 7.06Borrowing.

Making the Advances. (a) The Borrowings to be made on the Closing Date pursuant to Section 2.01 Borrowing shall be made on notice, which may be given by telephone or a Notice of Borrowing not later than 9:00 A.M. (provided, that any telephonic notice must be confirmed immediately by delivery to New York City time) on the Administrative Agent of a Notice of Borrowing). Such Notice of Borrowing must be given Effective Date by the Borrower to the Administrative Agent (i) in the case of a Borrowing comprising Eurodollar Rate AdvancesAgent, not later than 11:00 a.m. (New York time) on the third Business Day prior to the Closing Date (or such other time as the Administrative Agent and the Lenders may agree in their sole discretion), and (ii) in the case of a Borrowing comprising Alternate Base Rate Advances, not later than 11:00 a.m. (New York time) on the Closing Date, and the Administrative Agent which shall give to each Lender prompt notice thereofthereof by telex or telecopier. Such telephonic The notice and of Borrowing (the “Notice of Borrowing Borrowing”) shall specify be by telephone, confirmed immediately in writing, or telex or telecopier, in substantially the form of Exhibit B hereto, specifying therein the requested (Ai) date of the Borrowing, (ii) Type of Advances to be made in connection with such comprising the Borrowing, (Biii) aggregate amount of such the Borrowing and (Civ) in if the case Borrowing consists of a Borrowing comprising Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01. Each Lender shall, before 1:00 p.m. 11:00 A.M. (New York City time) on the Closing Effective Date, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Administrative Agent’s Account, in same day funds, such Lender’s Percentage ratable portion of each the Borrowing in accordance with the respective Commitment of such BorrowingLender and the other Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at by crediting the Administrative AgentBorrower’s aforesaid addressAccount before noon (New York City time). (b) The Notice of Borrowing delivered pursuant to Section 2.02(a) shall be irrevocable and binding on the Borrower. In the event that such If any Notice of Borrowing requests specifies that the Borrowing is to be comprised of Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by the Borrower to fulfill on or before the date specified in such the Notice of Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such the Borrowing when such Advance, as a result of such failure, is not made on such date. (c) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date of a Borrowing comprising Eurodollar Rate Advances or (B) 12:00 noon (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances Effective Date that such Lender will not make available to the Administrative Agent such Lender’s Percentage ratable portion of such the Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing Effective Date in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing ratable portion available to the Administrative AgentAgent and the Borrower has been advanced such corresponding amount, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount together with and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the such time under Section 2.05 to Advances made in connection with such comprising the Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay pay to the Administrative Agent such corresponding amount, such amount so repaid paid shall constitute such Lender’s Advance as part of such the Borrowing for purposes of this Agreementall purposes. (d) The obligations of the Lenders hereunder to make Advances and to make payments pursuant to Section 7.06 are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any the Borrowing or to make any payment under Section 7.06 on any date required hereunder shall not relieve any other Lender of its corresponding obligation obligation, if any, hereunder to do so make its Advance on such datethe Effective Date, and but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing or to make its payment under Section 7.06Effective Date.

Making the Advances. (a) The Borrowings to be made on the Closing Date pursuant to Except as otherwise provided in Section 2.01 2.02(b) or 2.03, each Borrowing shall be made on notice, notice (which may be delivered through the Administrative Agent’s electronic platform or portal), given by telephone or a Notice of Borrowing not later than 11:00 A.M. (provided, that any telephonic notice must be confirmed immediately by delivery New York City time) on the third U.S. Government Securities Business Day prior to the Administrative Agent date of the proposed Borrowing in the case of a Notice Borrowing consisting of Borrowing). Such Notice Eurodollar RateSOFR Advances, or the first Business Day prior to the date of the proposed Borrowing must be given in the case of a Borrowing consisting of Base Rate Advances by the Borrower to the Administrative Agent (i) in the case of a Borrowing comprising Eurodollar Rate AdvancesAgent, not later than 11:00 a.m. (New York time) on the third Business Day prior to the Closing Date (or such other time as the Administrative Agent and the Lenders may agree in their sole discretion), and (ii) in the case of a Borrowing comprising Alternate Base Rate Advances, not later than 11:00 a.m. (New York time) on the Closing Date, and the Administrative Agent which shall give to each Appropriate Lender prompt notice thereofthereof by telecopier or electronic communication. Such telephonic Each such notice and of a Borrowing (a “Notice of Borrowing Borrowing”) shall specify be by telephone, confirmed immediately in writing, or by telecopier or electronic communication, in substantially the form of Exhibit B hereto, specifying therein the requested (A1) date of such Borrowing, (2) Facility under which such Borrowing is to be made, (3) Type of Advances to be made in connection with comprising such Borrowing, (B4) aggregate amount of such Borrowing and (C5) in the case of a Borrowing comprising consisting of Eurodollar Rate RateSOFR Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01. Each Appropriate Lender shall, before 1:00 p.m. 11:00 A.M. (New York City time) on the Closing Datedate of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Administrative Agent’s Account, in same day funds, such Lender▇▇▇▇▇▇’s Percentage ratable portion of each such BorrowingBorrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s Account; provided, however, that, in the case of any Revolving Credit Borrowing, the Administrative Agent shall first apply such funds to prepay ratably the aggregate principal amount of any Swing Line Advances and Letter of Credit Advances outstanding at such time, together with interest accrued and unpaid thereon to and as of such date. All Borrowing requests which are not made on-line via the Administrative Agent’s electronic platform or portal shall be subject to (and unless the Administrative Agent elects otherwise in the exercise of its sole discretion, such Borrowings shall not be made until the completion of) the Administrative Agent’s authentication process (with results satisfactory to the Administrative Agent) prior to the funding of any such requested Advance. (b) (i) Each Swing Line Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the date of the proposed Swing Line Borrowing, by the Borrower to the Swing Line Bank and the Administrative Agent. Each such notice of a Swing Line Borrowing (a “Notice of Swing Line Borrowing”) shall be by telephone, confirmed promptly in writing, or by telecopier or electronic communication, specifying therein the requested (i) date of such Borrowing (which shall be a Business Day), (ii) amount of such Borrowing and (iii) maturity of such Borrowing (which maturity shall be no later than the seventh day after the requested date of such Borrowing). The Swing Line Bank will make the amount of the requested Swing Line Advances available to the Administrative Agent at the Administrative Agent’s aforesaid address. (b) The Notice Account, in same day funds. After the Administrative Agent’s receipt of Borrowing delivered pursuant to Section 2.02(a) shall be irrevocable such funds and binding on the Borrower. In the event that such Notice upon fulfillment of Borrowing requests Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by the Borrower to fulfill on or before the date specified in such Notice of Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date of a Borrowing comprising Eurodollar Rate Advances or (B) 12:00 noon (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that will make such Lender will not make available to the Administrative Agent such Lender’s Percentage of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make funds available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of by crediting the Borrower, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this AgreementAccount. (d) The obligations of the Lenders hereunder to make Advances and to make payments pursuant to Section 7.06 are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing or to make any payment under Section 7.06 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing or to make its payment under Section 7.06.

Making the Advances. (a) The Borrowings to be made on the Closing Date pursuant to Section 2.01 Each Borrowing shall be made on notice, which may be given by telephone or a Notice of Borrowing (provided, that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing). Such Notice of Borrowing must be given by the Borrower to the Administrative Agent (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than (x) 11:00 a.m. A.M. (New York City time) on the third Business Day prior to the Closing Date (or such other time as date of the Administrative Agent and the Lenders may agree in their sole discretion), and (ii) proposed Borrowing in the case of a Borrowing comprising Alternate consisting of Eurocurrency Rate Advances or (y) on the Business Day of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, not later than 11:00 a.m. (New York time) on by the Closing Date, and Borrower to the Administrative Agent Agent, which shall give to each Lender prompt notice thereofthereof by telex or telecopier. Such telephonic Each such notice and of a Borrowing (a “Notice of Borrowing Borrowing”) shall specify be by telephone, confirmed immediately in writing, or telex or telecopier or electronic mail, in substantially the form of Exhibit B hereto, specifying therein the requested (Ai) date of such Borrowing, (ii) Type of Advances to be made in connection with comprising such Borrowing, (Biii) aggregate amount of such Borrowing and (Civ) in the case of a Borrowing comprising Eurodollar consisting of Eurocurrency Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01. Each Lender shall, before 1:00 p.m. 11:00 A.M. (New York City time) on the Closing Datedate of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Administrative Agent’s Account, in same day funds, such Lender’s Percentage ratable portion of each such BorrowingBorrowing in accordance with the respective Commitments of such Lender and the other Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at by crediting the Administrative AgentBorrower’s aforesaid addressAccount or such other account as the Borrower shall request. (b) The [Reserved] (c) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurocurrency Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $5,000,000 or if the obligation of the Lenders to make Eurocurrency Rate Advances shall then be suspended pursuant to Section 2.09 or 2.10 and (ii) the Advances may not be outstanding as part of more than three (3) separate Borrowings. (d) Each Notice of Borrowing delivered pursuant to Section 2.02(a) shall be irrevocable and binding on the Borrower. In the event case of any Borrowing that such the related Notice of Borrowing requests Eurodollar specifies is to be comprised of Eurocurrency Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by the Borrower to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any actual loss (including excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (ce) Unless the Administrative Agent shall have received written notice via facsimile transmission from a any Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date of a any Borrowing comprising Eurodollar Rate Advances or (B) 12:00 noon (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s Percentage ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount together with and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the such time under Section 2.07 to Advances made in connection with comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay pay to the Administrative Agent such corresponding amount, such amount so repaid paid shall constitute such Lender’s Advance as part of such Borrowing for all purposes of this Agreement. (df) The obligations of the Lenders hereunder to make Advances and to make payments pursuant to Section 7.06 are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing or to make any payment under Section 7.06 on any date required hereunder shall not relieve any other Lender of its corresponding obligation obligation, if any, hereunder to do so make its Advance or make available on the date of such dateBorrowing, and but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by it. (g) Each Lender may, at its option, make any Advance available to the Borrower by causing any foreign or domestic branch or Affiliate (which shall be treated as a Lender for all purposes of this Agreement and comply with all requirements of a Lender hereunder) of such other Lender on to make such Advance; provided, however, that (i) any exercise of such option shall not affect the date obligation of the Borrower in accordance with the terms of this Agreement and (ii) nothing in this paragraph shall be deemed to obligate any Borrowing Lender to obtain the funds for any Advance in any particular place or manner or to make its payment under Section 7.06constitute a representation or warranty by any Lender that it has obtained or will obtain the funds for any Advance in any particular place or manner.

Making the Advances. (a) The Borrowings to be made on the Closing Date pursuant to Section 2.01 Each Borrowing shall be made on notice, which may be given by telephone or a Notice of Borrowing (provided, that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing). Such Notice of Borrowing must be given by the Borrower to the Administrative Agent (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. A.M. (New York City time) on the third Business Day prior to the Closing Date (or such other time as date of the proposed Borrowing by the Borrower to the Administrative Agent and the Lenders may agree in their sole discretion)Agent, and (ii) in the case of a Borrowing comprising Alternate Base Rate Advances, not later than 11:00 a.m. (New York time) on the Closing Date, and the Administrative Agent which shall give to each Lender prompt notice thereofthereof by telex or telecopier. Such telephonic Each such notice and Notice of a Borrowing (a "NOTICE OF BORROWING") shall specify be in writing, or telex or telecopier, in substantially the form of EXHIBIT B-1 hereto, specifying therein the requested (Ai) date of such Borrowing, (ii) Type of Advances to be made in connection with comprising such Borrowing, (Biii) aggregate amount of such Borrowing and (Civ) in the case of a Borrowing comprising consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01. Each Lender shall, before 1:00 p.m. 11:00 A.M. (New York time) on the Closing Datedate of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02the Administrative Agent's Account, in same day funds, such Lender’s Percentage 's Pro Rata Share of each such Borrowing. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at by crediting the Borrower's Account; PROVIDED, HOWEVER, that, in the case of any Borrowing, the Administrative Agent’s aforesaid addressAgent shall first make a portion of such funds equal to the aggregate principal amount of any Letter of Credit Advances made by the Issuing Bank, and by any other Lender and outstanding on the date of such Borrowing, PLUS interest accrued and unpaid thereon to and as of such date, available to the Issuing Bank, and such other Lenders for repayment of such Letter of Credit Advances. (b) The Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances or for any Borrowing if the aggregate amount of such Borrowing is less than $5,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.08 or 2.09 and (ii) no more than five Eurodollar Rate Advances shall be outstanding at any time. (c) Each Notice of Borrowing delivered pursuant to Section 2.02(a) shall be irrevocable and binding on the Borrower. In the event that such Notice of Borrowing requests Eurodollar Rate Advances, the The Borrower shall indemnify the Administrative Agent and each Lender against any loss, cost or expense incurred by such Lender Person as a result of any failure by the Borrower to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (cd) Unless the Administrative Agent shall have received written notice via facsimile transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business Day prior to the date of any Borrowing under the Facility under which such Lender has a Borrowing comprising Eurodollar Rate Advances or (B) 12:00 noon (New York time) on the date of a Borrowing comprising Alternate Base Rate Advances Commitment that such Lender will not make available to the Administrative Agent such Lender’s Percentage 's Pro Rata Share of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage of such Borrowing Pro Rata Share available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount together with and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the such time under Section 2.06 to Advances made in connection with comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay pay to the Administrative Agent such corresponding amount, such amount so repaid paid in respect of principal shall constitute such Lender’s 's Advance as part of such Borrowing for purposes of this Agreementall purposes. (de) The obligations of the Lenders hereunder to make Advances and to make payments pursuant to Section 7.06 are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing or to make any payment under Section 7.06 on any date required hereunder shall not relieve any other Lender of its corresponding obligation obligation, if any, hereunder to do so make its Advance on the date of such dateBorrowing, and but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing or to make its payment under Section 7.06Borrowing.