Common use of Making the Revolving Loans Clause in Contracts

Making the Revolving Loans. (a) Each Borrowing shall be in an amount not less than $1,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $100,000 in excess thereof and shall consist of Revolving Loans of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Borrowing shall be made on notice, given not later than 1:00 P.M. (New York City Time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Revolving Loans, or not later than 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 Revolving Loans, by the Borrower to the Administrative Agent, which shall give to each Lender prompt written notice thereof. Each such notice of a Revolving Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing or facsimile in substantially the form of Exhibit A hereto, specifying therein the requested (i) Borrowing Date for such Borrowing, (ii) Type of Revolving Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Rate Revolving Loans, the initial Interest Period for each such Revolving Loan. Each Lender shall, before 2:00 P.M. (New York City Time) (or, for Borrowings consisting of Base Rate Revolving Loans for which notice was provided to the Lenders after 12:00 noon (New York City Time) but no later than 1:00 P.M. (New York City Time), before 3:00 P.M. (New York City Time)) on the applicable Borrowing Date, make available for the account of its Applicable Lending Office to the Administrative Agent at the Agent’s Account, in same day funds, such Lender’s ratable portion of the Borrowing to be made on such Borrowing Date. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower no later than 3:30 P.M. (New York City Time) in such manner as the Borrower shall have specified in the applicable Notice of Borrowing.

Making the Revolving Loans. (a) Each Revolving Borrowing shall be in an amount not less than $1,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $100,000 in excess thereof and shall consist of Revolving Loans of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Revolving Borrowing shall be made on notice, given not later than 1:00 P.M. (New York City Time) 12:00 noon on the third Business Day prior to the date of the proposed Revolving Borrowing in the case of a Borrowing consisting of Eurodollar Rate Revolving Loans, or not later than 1:00 P.M. (New York City Time) 12:00 noon on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Revolving Loans, by the Borrower to the Administrative Agent, which shall give to each Lender prompt written notice thereof. Each such notice of a Revolving Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing or facsimile in substantially the form of Exhibit A hereto, specifying therein the requested (i) Borrowing Date for such Borrowing, (ii) Type of Revolving Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Rate Revolving Loans, the initial Interest Period for each such Revolving Loan. Each Lender shall, before 2:00 P.M. (New York City Time) (or, for Borrowings consisting of Base Rate Revolving Loans for which notice was provided to the Lenders after 12:00 noon (New York City Time) but no later than 1:00 P.M. (New York City Time), before 3:00 P.M. (New York City Time)) on the applicable Borrowing Date, make available for the account of its Applicable Lending Office to the Administrative Agent at the Agent’s Account, in same day funds, such Lender’s ratable portion of the Borrowing to be made on such Borrowing Date; provided, however, that Swingline Loans shall be made as provided in Section 2.03. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will promptly make such funds available to the Borrower no later than 3:30 P.M. (New York City Time) in such manner as the Borrower shall have specified in the applicable Notice of Borrowing.

Making the Revolving Loans. (a) Each Borrowing shall be in an amount not less than $1,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $100,000 in excess thereof and shall consist of Revolving Loans of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Borrowing shall be made on notice, given not later than 1:00 P.M. (New York City Time) on the third U.S. Government Securities Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar SOFR Rate Revolving Loans, or not later than 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 Revolving Loans, by the Borrower to the Administrative Agent, which shall give to each Lender prompt written notice thereof. Each such notice of a Revolving Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing or facsimile in substantially the form of Exhibit A hereto, specifying therein the requested (i) Borrowing Date for such Borrowing, (ii) Type of Revolving Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar SOFR Rate Revolving Loans, the initial Interest Period for each such Revolving Loan. Each Lender shall, before 2:00 P.M. (New York City Time) (or, for Borrowings consisting of Base Rate Revolving Loans for which notice was provided to the Lenders after 12:00 noon (New York City Time) but no later than 1:00 P.M. (New York City Time), before 3:00 P.M. (New York City Time)) on the applicable Borrowing Date, make available for the account of its Applicable Lending Office to the Administrative Agent at the Agent’s Account, in same day funds, such LenderXxxxxx’s ratable portion of the Borrowing to be made on such Borrowing Date. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower no later than 3:30 P.M. (New York City Time) Time)promptly in such manner as the Borrower shall have specified in the applicable Notice of Borrowing.

Making the Revolving Loans. (a) Each Borrowing shall be in an amount not less than $1,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $100,000 in excess thereof and shall consist of Revolving Loans of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Borrowing shall be made on notice, given not later than 1:00 P.M. (New York City Time) on the third U.S. Government Securities Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar SOFR Rate Revolving Loans, or not later than 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 Revolving Loans, by the Borrower to the Administrative Agent, which shall give to each Lender prompt written notice thereof. Each such notice of a Revolving Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing or facsimile in substantially the form of Exhibit A hereto, specifying therein the requested (i) Borrowing Date for such Borrowing, (ii) Type of Revolving Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar SOFR Rate Revolving Loans, the initial Interest Period for each such Revolving Loan. Each Lender shall, before 2:00 P.M. (New York City Time) (or, for Borrowings consisting of Base Rate Revolving Loans for which notice was provided to the Lenders after 12:00 noon (New York City Time) but no later than 1:00 P.M. (New York City Time), before 3:00 P.M. (New York City Time)) on the applicable Borrowing Date, make available for the account of its Applicable Lending Office to the Administrative Agent at the Agent’s Account, in same day funds, such Lender’s ratable portion of the Borrowing to be made on such Borrowing Date. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower no later than 3:30 P.M. (New York City Time) in such manner as the Borrower shall have specified in the applicable Notice of Borrowing.

Making the Revolving Loans. (a) Each Borrowing shall be in an amount not less than $1,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $100,000 in excess thereof and shall consist of Revolving Loans of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Borrowing shall be made on notice, given not later than 1:00 P.M. (New York City Timei) 11:00 A.M. on the third Business Day prior to the date of a EURIBOR Loan Borrowing, (ii) 11:00 A.M. on the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Revolving Loans, or not later than 1:00 P.M. (New York City Time) on third U.S. Government Securities Business Day prior to the date of a SOFR Loan Borrowing, and (iii) 11:00 A.M. on the proposed Borrowing in the case day of a Borrowing consisting of Base Rate Revolving LoansLoan Borrowing, by the Borrower LiventArcadium to the Administrative Agent, which shall give to each Lender prompt written notice thereofthereof by telecopier. Each such notice of a Revolving Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately made in writing by telecopier or facsimile electronic mail in substantially the form of Exhibit A B-1 hereto, specifying therein the requested (ia) date of such Borrowing Date for such Borrowing(which shall be a Business Day), (iib) Currency and Type of Revolving Loans Loan comprising such Borrowing, (iiic) aggregate amount of such Borrowing, and (ivd) in the case of a Borrowing consisting comprised of Eurodollar Rate Revolving SOFR Loans or EURIBOR Loans, the initial Interest Period for each such Revolving Loan; provided that if no Interest Period is specified with respect to any requested SOFR Loan or EURIBOR Loan, the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration, and and (e) the name of the applicable Borrower. Each Lender shall, shall (i) before 2:00 11:00 A.M. Local Time on the date of such Borrowing (in the case of a either a SOFR Loan Borrowing or a EURIBOR Loan Borrowing) and (ii) before 1:00 P.M. on the date of such Borrowing (New York City Time) (or, for Borrowings consisting in the case of a Base Rate Revolving Loans for which notice was provided to the Lenders after 12:00 noon (New York City Time) but no later than 1:00 P.M. (New York City TimeLoan Borrowing), before 3:00 P.M. (New York City Time)) on the applicable Borrowing Date, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, Account for the relevant Currency in same day funds, such LenderXxxxxx’s ratable portion of the Borrowing to be made on such Borrowing DateBorrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIIIV (Conditions), the Administrative Agent will make such funds available to the relevant Borrower no later than 3:30 P.M. (New York City Time) in such manner as the Administrative Agent and such Borrower may agree; provided, however, that the Administrative Agent shall have specified in first make a portion of such funds equal to the applicable Notice aggregate principal amount of any Letter of Credit Loans as to which a Borrower has received timely notice made by the Issuing Banks 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 relevant Issuing Banks and such other Lenders for repayment of such Letter of Credit Loans.

Making the Revolving Loans. (a) Each Borrowing shall be in an amount not less than $1,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $100,000 in excess thereof and shall consist of Revolving Loans of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Loan Borrowing shall be made on notice, given not later than 1:00 P.M. (x) 12:00 noon (New York City Timetime, or, in the case of a Borrowing in an Alternate Currency, London time) on the third (or, in the case of a Borrowing to be denominated in an Alternate Currency other than Dollars, Sterling, Canadian Dollars or Euros, fourth) Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Eurocurrency Rate Revolving LoansLoan Borrowing, or not later than 1:00 P.M. and (y) 11:00 A.M. (New York City Timetime) on the date of the proposed Borrowing in the case day of a LIBOR Floating Rate Loan Borrowing consisting of or a Base Rate Revolving LoansLoan Borrowing, by the Borrower Company (on its own behalf and on behalf of any Designated Borrower) to the Administrative Agent, which shall give to each Lender prompt written notice thereofthereof by telecopier/fax or electronic mail. Each such notice of a Revolving Loan Borrowing (a “Notice of Revolving Loan Borrowing”) shall be by telephonemade in writing, or orally and confirmed immediately in writing writing, by telecopier/fax or facsimile electronic mail, in substantially the form of Exhibit A heretoB‑1 hereto or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer, specifying therein the requested (i) date of such Revolving Loan Borrowing Date for such Borrowing(which shall be a Business Day), (ii) Currency and Type of Revolving Loans Loan comprising such Revolving Loan Borrowing, (iii) aggregate amount of such Revolving Loan Borrowing, and (iv) in the case of a Revolving Loan Borrowing consisting comprised of Eurodollar Eurocurrency Rate Revolving Loans, the initial Interest Period for each such Revolving Loan, and (v) the name of the Borrower (which shall be the Company or a Designated Borrower). Each Lender shall, shall (A) before 2:00 P.M. 11:00 A.M. Local Time on the date of such Borrowing (New York City Timein the case of a Eurocurrency Rate Loan Borrowing) and (or, for Borrowings consisting of Base Rate Revolving Loans for which notice was provided to the Lenders after 12:00 noon (New York City TimeB) but no later than before 1:00 P.M. (New York City Time), before 3:00 P.M. (New York City Time)time) on the applicable date of such Borrowing Date(in the case of a LIBOR Floating Rate Loan Borrowing or a Base Rate Loan Borrowing), make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, Account for the relevant Currency in same day fundsSame Day Funds, such Lender’s ratable portion of such Borrowing; provided that, with respect to Borrowings of Eurocurrency Rate Loans, no Lender having a Termination Date prior to the Borrowing to be made on last day of the initial Interest Period for such Borrowing DateEurocurrency Rate Loans shall participate in such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIIIV, the Administrative Agent will make such funds available to the relevant Borrower no later than 3:30 P.M. (New York City Time) in such manner as the Administrative Agent and the Company may agree; provided, however, that the Administrative Agent shall first make a portion of such funds equal to the aggregate principal amount of any Swing Loan and Letter of Credit Loans as to which a Borrower shall have specified in has received timely notice made by the applicable Notice relevant Swing Loan Bank(s) or Issuing Bank(s), as the case may be, and by any other Lender FIFTH AMENDED AND RESTATED CREDIT AGREEMENT 74 and outstanding on the date of such Revolving Loan Borrowing, plus interest accrued and unpaid thereon to and as of such date, available to the relevant Swing Loan Bank(s) or Issuing Bank(s), as the case may be, and such other Lenders for repayment of such Swing Loans and Letter of Credit Loans.

Making the Revolving Loans. (a) Each Borrowing shall be in an amount not less than $1,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $100,000 in excess thereof and shall consist of Revolving Loans of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Loan Borrowing shall be made on notice, given not later than 1:00 P.M. (x) 12:00 noon (New York City Timetime) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Revolving LoansLoan Borrowing, or not later than 1:00 P.M. and (y) 11:00 A.M. (New York City Timetime) on the date of the proposed Borrowing in the case day of a Borrowing consisting of Base Rate Revolving LoansLoan Borrowing, by the Borrower to the Administrative Agent, which shall give to each Lender prompt written notice thereofthereof by telecopier, telex or cable. Each such notice of a Revolving Loan Borrowing (a “"Notice of Revolving Loan Borrowing”") shall be by telephonemade in writing, or orally and ----------------------------------- confirmed immediately in writing writing, by telecopier, telex or facsimile cable, in substantially the form of Exhibit A B-1 hereto, specifying therein the requested (i) date of such Revolving Loan Borrowing Date for such Borrowing(which shall be a Business Day), (ii) Type of Revolving Loans Loan comprising such Revolving Loan Borrowing, (iii) aggregate amount of such Revolving Loan Borrowing, and (iv) in the case of a Revolving Loan Borrowing consisting comprised of Eurodollar Rate Revolving Loans, the initial Interest Period for each such Revolving Loan. Each Lender shall, shall (A) before 2:00 P.M. 11:00 A.M. (New York City Timetime) on the date of such Borrowing (or, for Borrowings consisting in the case of Base a Eurodollar Rate Revolving Loans for which notice was provided to the Lenders after 12:00 noon Loan Borrowing) and (New York City TimeB) but no later than before 1:00 P.M. (New York City Time), before 3:00 P.M. (New York City Time)time) on the applicable date of such Borrowing Date(in the case of a Base Rate Loan Borrowing), make available for the account of its Applicable Lending Office to the Administrative Agent at the Agent’s Accountits address referred to in Section 9.02, in same day funds, such Lender’s 's ratable portion of the Borrowing to be made on such Borrowing DateRevolving Loan Borrowing. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIIIV, the Administrative Agent will make such funds available to the Borrower no at the Administrative Agent's aforesaid address. Notwithstanding anything herein or in any other Loan Document to the contrary, (1) the Borrower may request that the initial Loans hereunder bear interest, for a period commencing on the date such Loans are made and ending on the date not later than 3:30 P.M. three Business Days thereafter, at a rate per annum equal to the Special Funding Rate and (New York City Time2) in such manner as Loans bearing interest at the Borrower Special Funding Rate shall have specified in the applicable Notice of Borrowing.be deemed to be "Base Rate Loans" for all purposes (other than Section 2.06(a)(i)). Credit Agreement ----------------

Making the Revolving Loans. (a) Each Revolving Borrowing shall be in an amount not less than $1,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $100,000 in excess thereof and shall consist of Revolving Loans of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Revolving Borrowing shall be made on notice, given not later than 1:00 P.M. (New York City Time) on the third Business Day prior to the date of the proposed Revolving Borrowing in the case of a Borrowing consisting of Eurodollar Rate Revolving Loans, or not later than 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 Revolving Loans, by the Borrower to the Administrative Agent, which shall give to each Lender prompt written notice thereof. Each such notice of a Revolving Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing or facsimile in substantially the form of Exhibit A hereto, specifying therein the requested (i) Borrowing Date for such Borrowing, (ii) Type of Revolving Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Rate Revolving Loans, the initial Interest Period for each such Revolving Loan. Each Lender shall, before 2:00 P.M. (New York City Time) (or, for Borrowings consisting of Base Rate Revolving Loans for which notice was provided to the Lenders after 12:00 noon (New York City Time) but no later than 1:00 P.M. (New York City Time), before 3:00 P.M. (New York City Time)) on the applicable Borrowing Date, make available for the account of its Applicable Lending Office to the Administrative Agent at the Agent’s Account, in same day funds, such Lender’s ratable portion of the Borrowing to be made on such Borrowing Date. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will promptly make such funds available to the Borrower no later than 3:30 P.M. (New York City Time) in such manner as the Borrower shall have specified in the applicable Notice of Borrowing.

Making the Revolving Loans. (a) Each Revolving Borrowing shall be in an amount not less than $1,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $100,000 in excess thereof and shall consist of Revolving Loans of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Revolving Borrowing shall be made on notice, given not later than 1:00 P.M. (New York City Time) 12:00 noon on the third Business Day prior to the date of the proposed Revolving Borrowing in the case of a Borrowing consisting of Eurodollar Rate Revolving Loans, or not later than 1:00 P.M. (New York City Time) 12:00 noon on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Revolving Loans, by the Borrower to the Administrative Agent, which shall give to each Lender prompt written notice thereof. Each such notice of a Revolving Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing or facsimile in substantially the form of Exhibit A hereto, specifying therein the requested (i) Borrowing Date for such Borrowing, (ii) Type of Revolving Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Rate Revolving Loans, the initial Interest Period for each such Revolving Loan. Each Lender shall, before 2:00 P.M. (New York City Time) (or, for Borrowings consisting of Base Rate Revolving Loans for which notice was provided to the Lenders after 12:00 noon (New York City Time) but no later than 1:00 P.M. (New York City Time), before 3:00 P.M. (New York City Time)) on the applicable Borrowing Date, make available for the account of its Applicable Lending Office to the Administrative Agent at the Agent’s 's Account, in same day funds, such Lender’s 's ratable portion of the Borrowing to be made on such Borrowing Date; provided, however, that Swingline Loans shall be made as provided in Section 2.03. 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 no later than 3:30 P.M. (New York City Time) in such manner as the Borrower shall have specified in the applicable Notice of Borrowing.

Making the Revolving Loans. (a) Each Borrowing shall be in an amount not less than $1,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $100,000 in excess thereof and shall consist of Revolving Loans of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Loan Borrowing shall be made on notice, given not later than 1:00 P.M. (x) 12:00 noon (New York City Timetime, or, in the case of a Borrowing in an Alternate Currency, London time) on the third (or, in the case of a Borrowing to be denominated in an Alternate Currency other than Dollars, Sterling, Canadian Dollars or Euros, fourth) Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Eurocurrency Rate Revolving LoansLoan Borrowing, or not later than 1:00 P.M. and (y) 11:00 A.M. (New York City Timetime) on the date of the proposed Borrowing in the case day of a Borrowing consisting of Base Rate Revolving LoansLoan Borrowing, by the Borrower Company (on its own behalf and on behalf of any Designated Borrower) to the Administrative Agent, which shall give to each Lender prompt written notice thereofthereof by telecopier/fax, telex, cable or electronic mail. Each such notice of a Revolving Loan Borrowing (a “Notice of Revolving Loan Borrowing”) shall be by telephonemade in writing, or orally and confirmed immediately in writing writing, by telecopier/fax, telex, cable or facsimile electronic mail, in substantially the form of Exhibit A heretoB-1 hereto or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer, specifying therein the requested (i) date of such Revolving Loan Borrowing Date for such Borrowing(which shall be a Business Day), (ii) Currency and Type of Revolving Loans Loan comprising such Revolving Loan Borrowing, (iii) aggregate amount of such Revolving Loan Borrowing, and (iv) in the case of a Revolving Loan Borrowing consisting comprised of Eurodollar Eurocurrency Rate Revolving Loans, the initial Interest Period for each such Revolving Loan, and (v) the name FOURTH AMENDED AND RESTATED CREDIT AGREEMENT of the Borrower (which shall be the Company or a Designated Borrower). Each Lender shall, shall (A) before 2:00 P.M. 11:00 A.M. Local Time on the date of such Borrowing (New York City Timein the case of a Eurocurrency Rate Loan Borrowing) and (or, for Borrowings consisting of Base Rate Revolving Loans for which notice was provided to the Lenders after 12:00 noon (New York City TimeB) but no later than before 1:00 P.M. (New York City Time), before 3:00 P.M. (New York City Time)time) on the applicable date of such Borrowing Date(in the case of a Base Rate Loan Borrowing), make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, Account for the relevant Currency in same day fundsSame Day Funds, such Lender’s ratable portion of such Borrowing; provided that, with respect to Borrowings of Eurocurrency Rate Loans, no Lender having a Termination Date prior to the Borrowing to be made on last day of the initial Interest Period for such Borrowing DateEurocurrency Rate Loans shall participate in such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIIIV, the Administrative Agent will make such funds available to the relevant Borrower no later than 3:30 P.M. (New York City Time) in such manner as the Administrative Agent and the Company may agree; provided, however, that the Administrative Agent shall first make a portion of such funds equal to the aggregate principal amount of any Swing Loan and Letter of Credit Loans as to which a Borrower shall have specified in has received timely notice made by the applicable Notice Dollar Swing Loan Banks, the Multicurrency Swing Loan Banks or the Issuing Banks, as the case may be, and by any other Lender and outstanding on the date of such Revolving Loan Borrowing, plus interest accrued and unpaid thereon to and as of such date, available to the relevant Swing Loan Banks or the Issuing Banks, as the case may be, and such other Lenders for repayment of such Swing Loans and Letter of Credit Loans.

Making the Revolving Loans. (a) Each Borrowing shall be in an amount not less than $1,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $100,000 in excess thereof and shall consist of Revolving Loans of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Borrowing shall be made on notice, given not later than 1:00 P.M. (New York City Time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Revolving Loans, or not later than 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 Revolving Loans, by the The Administrative Borrower to the Administrative Agent, which shall give to each Lender prompt written the Agent prior telephone notice thereof. Each such notice of a Revolving Borrowing (a “Notice of Borrowing”) shall be by telephoneimmediately confirmed in writing, confirmed immediately in writing or facsimile in substantially the form of Exhibit A heretohereto (a "Notice of Borrowing")), specifying therein the requested (i) Borrowing Date for such Borrowing, (ii) Type of Revolving Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Rate Revolving Loans, the initial Interest Period for each such Revolving Loan. Each Lender shall, before 2:00 P.M. (New York City Time) (or, for Borrowings consisting of Base Rate Revolving Loans for which notice was provided to the Lenders after not later than 12:00 noon (New York City Time) but no later than 1:00 P.M. (New York City Time), before 3:00 P.M. (New York City Time)time) on the applicable date which is two (2) Business Days prior to the date of any proposed Revolving Loan. Such Notice of Borrowing shall be irrevocable and shall specify (i) the Type of Revolving Loan, (ii) the principal amount of the proposed Revolving Loan, (iii) the use of the proceeds of such proposed Revolving Loan (if made within 60 days prior to the Final Maturity Date, make available if to be pledged as cash collateral for Letters of Credit or if otherwise requested by the account Agent) and (iv) the proposed borrowing date, which must be a Business Day. Additional details regarding the manner in which Tranche B Revolving Loans are to be requested and disbursed are set forth on Exhibit 2.02(a) attached hereto, the terms of its Applicable Lending Office which are incorporated into this Section 2.02(a) by reference. The Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent at or from the Agent’s Account, REMIC Servicer or the Tranche B SPE (in same day funds, such Lender’s ratable portion the case of Tranche B Revolving Loans)). The Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request Revolving Loans on behalf of the Borrowing Borrowers until the Agent receives written notice to be made on such Borrowing Datethe contrary. After The Agent and the Administrative Agent’s receipt of such funds and upon fulfillment Lenders shall have no duty to verify the authenticity of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower no later than 3:30 P.M. (New York City Time) in such manner as the Borrower shall have specified in the applicable signature appearing on any written Notice of Borrowing. Except as otherwise provided in this Section 2.02, Revolving Loans shall be made ratably in accordance with each Lender's Pro Rata Share of such Type of Revolving Loan. Notwithstanding the foregoing, the Lender shall have reasonable opportunity to review the loans and contracts to be funded under the Tranche A Facility prior to delivery by the Administrative Borrower to the Lender of a Notice of Borrowing with respect to such loans and contracts.

Making the Revolving Loans. (a) Each Borrowing shall be in an amount not less than $1,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $100,000 in excess thereof and shall consist of Revolving Loans of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Loan Borrowing shall be made on notice, given not later than 1:00 P.M. (x) 12:00 noon (New York City Timetime, or, in the case of a Borrowing in an Alternate Currency, London time) on the third (or, in the case of a Borrowing to be denominated in an Alternate Currency other than Dollars, Sterling, Canadian Dollars or Euros, fourth) Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Eurocurrency Rate Revolving LoansLoan Borrowing, or not later than 1:00 P.M. and (y) 11:00 A.M. (New York City Timetime) on the date of the proposed Borrowing in the case day of a LIBOR Floating Rate Loan Borrowing consisting of or a Base Rate Revolving LoansLoan Borrowing, by the Borrower Company (on its own behalf and on behalf of any Designated Borrower) to the Administrative Agent, which shall give to each Lender prompt written notice thereofthereof by telecopier/fax or electronic mail. Each such notice of a Revolving Loan Borrowing (a “Notice of Revolving Loan Borrowing”) shall be by telephonemade in writing, or orally and confirmed immediately in writing writing, by telecopier/fax or facsimile electronic mail, in substantially the form of Exhibit A heretoB-1 hereto or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer, specifying therein the requested (i) date of such Revolving Loan Borrowing Date for such Borrowing(which shall be a Business Day), (ii) Currency and Type of Revolving Loans Loan comprising such Revolving Loan Borrowing, (iii) aggregate amount of such Revolving Loan Borrowing, and (iv) in the case of a Revolving Loan Borrowing consisting comprised of Eurodollar Eurocurrency Rate Revolving Loans, the initial Interest Period for each such Revolving Loan, and (v) the name of the Borrower (which shall be the Company or a Designated Borrower). Each Lender shall, shall (A) before 2:00 P.M. 11:00 A.M. Local Time on the date of such Borrowing (New York City Timein the case of a Eurocurrency Rate Loan Borrowing) and (or, for Borrowings consisting of Base Rate Revolving Loans for which notice was provided to the Lenders after 12:00 noon (New York City TimeB) but no later than before 1:00 P.M. (New York City Time), before 3:00 P.M. (New York City Time)time) on the applicable date of such Borrowing Date(in the case of a LIBOR Floating Rate Loan Borrowing or a Base Rate Loan Borrowing), make available for the account FIFTH AMENDED AND RESTATED CREDIT AGREEMENT of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, Account for the relevant Currency in same day fundsSame Day Funds, such Lender’s ratable portion of such Borrowing; provided that, with respect to Borrowings of Eurocurrency Rate Loans, no Lender having a Termination Date prior to the Borrowing to be made on last day of the initial Interest Period for such Borrowing DateEurocurrency Rate Loans shall participate in such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIIIV, the Administrative Agent will make such funds available to the relevant Borrower no later than 3:30 P.M. (New York City Time) in such manner as the Administrative Agent and the Company may agree; provided, however, that the Administrative Agent shall first make a portion of such funds equal to the aggregate principal amount of any Swing Loan and Letter of Credit Loans as to which a Borrower shall have specified in has received timely notice made by the applicable Notice relevant Swing Loan Bank(s) or Issuing Bank(s), as the case may be, and by any other Lender and outstanding on the date of such Revolving Loan Borrowing, plus interest accrued and unpaid thereon to and as of such date, available to the relevant Swing Loan Bank(s) or Issuing Bank(s), as the case may be, and such other Lenders for repayment of such Swing Loans and Letter of Credit Loans.

Making the Revolving Loans. (a) Each Borrowing shall be in an amount not less than $1,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $100,000 in excess thereof and shall consist of Revolving Loans of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Borrowing shall be made on notice, given not later than 1:00 P.M. (New York City Timei) 11:00 A.M. on the third Business Day prior to the date of a EURIBOR Loan Borrowing, (ii) 11:00 A.M. on the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Revolving Loans, or not later than 1:00 P.M. (New York City Time) on third U.S. Government Securities Business Day prior to the date of a SOFR Loan Borrowing, and (iii) 11:00 A.M. on the proposed Borrowing in the case day of a Borrowing consisting of Base Rate Revolving LoansLoan Borrowing, by the Borrower Livent to the Administrative Agent, which shall give to each Lender prompt written notice thereofthereof by telecopier. Each such notice of a Revolving Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately made in writing by telecopier or facsimile electronic mail in substantially the form of Exhibit A B-1 hereto, specifying therein the requested (iA) date of such Borrowing Date for such Borrowing(which shall be a Business Day), (iiB) Currency and Type of Revolving Loans Loan comprising such Borrowing, (iiiC) aggregate amount of such Borrowing, and (ivD) in the case of a Borrowing consisting comprised of Eurodollar Rate Revolving SOFR Loans or EURIBOR Loans, the initial Interest Period for each such Revolving Loan; provided that if no Interest Period is specified with respect to any requested SOFR Loan or EURIBOR Loan, the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration, and and (E) the name of the applicable Borrower. Each Lender shall, shall (1) before 2:00 11:00 A.M. Local Time on the date of such Borrowing (in the case of a either a SOFR Loan Borrowing or a EURIBOR Loan Borrowing) and (2) before 1:00 P.M. on the date of such Borrowing (New York City Time) (or, for Borrowings consisting in the case of a Base Rate Revolving Loans for which notice was provided to the Lenders after 12:00 noon (New York City Time) but no later than 1:00 P.M. (New York City TimeLoan Borrowing), before 3:00 P.M. (New York City Time)) on the applicable Borrowing Date, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, Account for the relevant Currency in same day funds, such LenderXxxxxx’s ratable portion of the Borrowing to be made on such Borrowing DateBorrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIIIV (Conditions), the Administrative Agent will make such funds available to the relevant Borrower no later than 3:30 P.M. (New York City Time) in such manner as the Administrative Agent and such Borrower may agree; provided, however, that the Administrative Agent shall first make a portion of such funds equal to the aggregate principal amount of any Letter of Credit Loans as to which a Borrower has received timely notice made by the Issuing Banks 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 relevant Issuing Banks and such other Lenders for repayment of such Letter of Credit Loans. (b) Anything in clause (a) above to the contrary notwithstanding, a Borrower may not select SOFR Loans or EURIBOR Loans for any Borrowing if the aggregate amount of such Borrowing is less than $1 million or the Foreign Currency Equivalent thereof. (c) Subject to Sections 2.07(a) and 3.04, each Notice of Borrowing shall be irrevocable and binding on the Borrowers. In the case of any Borrowing by a Borrower which the related Notice of Borrowing specifies is to be comprised of SOFR Loans or EURIBOR Loans, such Borrower shall have indemnify each relevant Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable Notice conditions set forth in Article IV (Conditions), including any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Revolving Loan to be made by such Lender as part of such Borrowing when such Revolving Loan, as a result of such failure, is not made on such date. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the time any Borrowing is required to be made that such Lender will not make available to the 69 WEIL:\98721861\10\35899.0596 Administrative Agent such Xxxxxx’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 clause (a) of this Section 3.01 and the Administrative Agent may, in reliance upon such assumption, make available to the relevant Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the relevant Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such Borrower, the interest rate applicable at the time to Revolving Loans comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate, provided, that such Borrower retains its rights against such Lender with respect to any damages it may incur as a result of such Xxxxxx’s failure to fund, and notwithstanding anything herein to the contrary, in no event shall such Borrower be liable to such Lender or any other Person for the interest payable by such Lender to the Administrative Agent pursuant to this sentence. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Revolving Loan as part of such Borrowing for purposes of this Agreement. (e) The failure of any Lender to make the Revolving Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Revolving Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Revolving Loan to be made by such other Lender on the date of any Borrowing. SECTION 3.02.

Making the Revolving Loans. (a) Each Revolving Borrowing shall be in an amount not less than $1,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $100,000 in excess thereof and shall consist of Revolving Loans of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Revolving Borrowing shall be made on notice, given not later than 1:00 P.M. (New York City Time) 12:00 noon on the third Business Day prior to the date of the proposed Revolving Borrowing in the case of a Borrowing consisting of Eurodollar Rate Revolving Loans, or not later than 1:00 P.M. (New York City Time) 12:00 noon on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Revolving Loans, by the Borrower to the Administrative Agent, which shall give to each Lender prompt written notice thereof. Each such notice of a Revolving Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing or facsimile in substantially the form of Exhibit A hereto, specifying therein the requested (i) Borrowing Date for such Borrowing, (ii) Type of Revolving Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Rate Revolving Loans, the initial Interest Period for each such Revolving Loan. Each Lender shall, before 2:00 P.M. (New York City Time) (or, for Borrowings consisting of Base Rate Revolving Loans for which notice was provided to the Lenders after 12:00 noon (New York City Time) but no later than 1:00 P.M. (New York City Time), before 3:00 P.M. (New York City Time)) on the applicable Borrowing Date, make available for the account of its Applicable Lending Office to the Administrative Agent at the Agent’s Account, in same day funds, such LenderXxxxxx’s ratable portion of the Borrowing to be made on such Borrowing Date; provided, however, that Swingline Loans shall be made as provided in Section 2.03. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will promptly make such funds available to the Borrower no later than 3:30 P.M. (New York City Time) in such manner as the Borrower shall have specified in the applicable Notice of Borrowing.

Making the Revolving Loans. (a) Each Borrowing shall be in an amount not less than $1,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $100,000 in excess thereof and shall consist of Revolving Loans of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Loan Borrowing shall be made on notice, given not later than 1:00 P.M. (x) 12:00 noon (New York City Timetime) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Revolving LoansLoan Borrowing, or not later than 1:00 P.M. and (y) 11:00 A.M. (New York City Timetime) on the date of the proposed Borrowing in the case day of a Borrowing consisting of Base Rate Revolving LoansLoan Borrowing, by the Borrower to the Credit Agreement ---------------- Administrative Agent, which shall give to each Lender prompt written notice thereofthereof by telecopier, telex or cable. Each such notice of a Revolving Loan Borrowing (a “"Notice of Revolving Loan Borrowing”") shall be by telephonemade in writing, or orally and ---------------------------------- confirmed immediately in writing writing, by telecopier, telex or facsimile cable, in substantially the form of Exhibit A B-1 hereto, specifying therein the requested (i) date of such Revolving Loan Borrowing Date for such Borrowing(which shall be a Business Day), (ii) Type of Revolving Loans Loan comprising such Revolving Loan Borrowing, (iii) aggregate amount of such Revolving Loan Borrowing, and (iv) in the case of a Revolving Loan Borrowing consisting comprised of Eurodollar Rate Revolving Loans, the initial Interest Period for each such Revolving Loan. Each Lender shall, shall (A) before 2:00 P.M. 11:00 A.M. (New York City Timetime) on the date of such Borrowing (or, for Borrowings consisting in the case of Base a Eurodollar Rate Revolving Loans for which notice was provided to the Lenders after 12:00 noon Loan Borrowing) and (New York City TimeB) but no later than before 1:00 P.M. (New York City Time), before 3:00 P.M. (New York City Time)time) on the applicable date of such Borrowing Date(in the case of a Base Rate Loan Borrowing), make available for the account of its Applicable Lending Office to the Administrative Agent at the Agent’s Accountits address referred to in Section 9.02, in same day funds, such Lender’s 's ratable portion of such Revolving Loan Borrowing; provided that, with respect to -------- Borrowings of Eurodollar Rate Loans, no Lender having a Termination Date prior to the Borrowing to be made on last day of the initial Interest Period for such Borrowing DateEurodollar Rate Loans shall participate in such Borrowing. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIIIV, the Administrative Agent will make such funds available to the Borrower no later than 3:30 P.M. (New York City Time) in at the Administrative Agent's aforesaid address; provided, however, -------- ------- that the Administrative Agent shall first make a portion of such manner funds equal to the aggregate principal amount of any Swing Loan and Letter of Credit Loans as to which the Borrower has received timely notice made by the Swing Loan Bank or the Issuing Bank, as the Borrower shall have specified in case may be, and by any other Lender and outstanding on the applicable Notice date of such Revolving Loan Borrowing, plus interest accrued and unpaid thereon to and as of such date, available to the Swing Loan Bank or the Issuing Bank, as the case may be, and such other Lenders for repayment of such Swing Loans and Letter of Credit Loans.

Making the Revolving Loans. (a) Each Borrowing shall be in an amount not less than $1,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $100,000 in excess thereof and shall consist of Revolving Loans of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Loan Borrowing shall be made on notice, given not later than 1:00 P.M. (x) 12:00 noon (New York City Timetime, or, in the case of a Borrowing in an Alternate Currency, London time) on the third (or, in the case of a Borrowing to be denominated in an Alternate Currency, fourth) Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Eurocurrency Rate Revolving LoansLoan Borrowing, or not later than 1:00 P.M. and (y) 11:00 A.M. (New York City Timetime) on the date of the proposed Borrowing in the case day of a Borrowing consisting of Base Rate Revolving LoansLoan Borrowing, by the Borrower Company (on its own behalf and on behalf of any Designated Borrower) to the Administrative Agent, which shall give to each Lender prompt written notice thereofthereof by telecopier, telex or cable. Each such notice of a Revolving Loan Borrowing (a “"Notice of --------- Revolving Loan Borrowing”") shall be by telephonemade in writing, or orally and ------------------------ confirmed immediately in writing writing, by telecopier, telex or facsimile cable, in substantially the form of Exhibit A B-1 hereto, specifying therein the requested (i) date of such Revolving Loan Borrowing Date for such Borrowing(which shall be a Business Day), (ii) Currency and Type of Revolving Loans Loan comprising such Revolving Loan Borrowing, (iii) aggregate amount of such Revolving Loan Borrowing, and (iv) in the case of a Revolving Loan Borrowing consisting comprised of Eurodollar Eurocurrency Rate Revolving Loans, the initial Interest Period for each such Revolving LoanLoan and (v) the name of the Borrower (which shall be the Company or a Designated Borrower). Each Lender shall, shall (A) before 2:00 P.M. 11:00 A.M. Local Time on the date of such Borrowing (New York City Timein the case of a Eurocurrency Rate Loan Borrowing) and (or, for Borrowings consisting of Base Rate Revolving Loans for which notice was provided to the Lenders after 12:00 noon (New York City TimeB) but no later than before 1:00 P.M. (New York City Time), before 3:00 P.M. (New York City Time)time) on the applicable date of such Borrowing Date(in the case of a Base Rate Loan Borrowing), make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, 's Account for the relevant Currency in same day funds, such Lender’s 's ratable portion of such Revolving Loan Borrowing; provided -------- that, with respect to Borrowings of Eurocurrency Rate Loans, no Lender having a Termination Date prior to the Borrowing to be made on last day of the initial Interest Period for such Borrowing DateEurocurrency Rate Loans shall participate in such Borrowing. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIIIV, the Administrative Agent will make such funds available to the relevant Borrower no later than 3:30 P.M. (New York City Time) in such manner as the Administrative Agent and the Company may agree; provided, however, that the Administrative Agent shall first -------- ------- make a portion of such funds equal to the aggregate principal amount of any Swing Loan and Letter of Credit Loans as to which a Borrower shall have specified in has received timely notice made by the applicable Notice Swing Loan Bank or the Issuing Bank, as the case may be, and by any other Lender and outstanding on the date of such Revolving Loan Borrowing, plus interest accrued and unpaid thereon to and as of such date, available to the Swing Loan Bank or the Issuing Bank, as the case may be, and such other Lenders for repayment of such Swing Loans and Letter of Credit Loans.

Making the Revolving Loans. (a) Each Borrowing shall be in an amount not less than $1,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $100,000 in excess thereof and shall consist of Revolving Loans of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Borrowing shall be made on notice, given not later than 1:00 P.M. (New York City Time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Revolving Loans, or not later than 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 Revolving Loans, by the Borrower to the Administrative Agent, which shall give to each Lender prompt written notice thereof. Each such notice of a Revolving Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing or facsimile in substantially the form of Exhibit A hereto, specifying therein the requested (i) Borrowing Date for such Borrowing, (ii) Type of Revolving Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Rate Revolving Loans, the initial Interest Period for each such Revolving Loan. Each Lender shall, before 2:00 P.M. (New York City Time) (or, for Borrowings consisting of Base Rate Revolving Loans for which notice was provided to the Lenders after 12:00 noon (New York City Time) but no later than 1:00 P.M. (New York City Time), before 3:00 P.M. (New York City Time)) on the applicable Borrowing Date, make available for the account of its Applicable Lending Office to the Administrative Agent at the Agent’s Account, in same day funds, such Lender’s ratable portion of the Borrowing to be made on such Borrowing Date. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will promptly make such funds available to the Borrower no later than 3:30 P.M. (New York City Time) in such manner as the Borrower shall have specified in the applicable Notice of Borrowing.

Making the Revolving Loans. (a) Each Borrowing shall be in an amount not less than $1,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $100,000 in excess thereof and shall consist of Revolving Loans of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Loan Borrowing shall be made on notice, given not later than 1:00 P.M. (x) 12:00 noon (New York City Time(or, in the case of a Borrowing in an Alternate Currency, London) time) on the third (or, in the case of a Borrowing to be denominated in an Alternate Currency, fourth) Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Eurocurrency Rate Revolving LoansLoan Borrowing, or not later than 1:00 P.M. and (y) 11:00 A.M. (New York City Timetime) on the date of the proposed Borrowing in the case day of a Borrowing consisting of Base Rate Revolving LoansLoan Borrowing, by the Borrower Company (on its own behalf and on behalf of any Designated Borrower) to the Administrative Agent, which shall give to each Lender prompt written notice thereofthereof by telecopier, telex or cable. Each such notice of a Revolving Loan Borrowing (a “"Notice of --------- Revolving Loan Borrowing”") shall be by telephonemade in writing, or orally and ------------------------ confirmed immediately in writing writing, by telecopier, telex or facsimile cable, in substantially the form of Exhibit A B-1 hereto, specifying therein the requested (i) date of such Revolving Loan Borrowing Date for such Borrowing(which shall be a Business Day), (ii) Currency and Type of Revolving Loans Loan comprising such Revolving Loan Borrowing, (iii) aggregate amount of such Revolving Loan Borrowing, and (iv) in the case of a Revolving Loan Borrowing consisting comprised of Eurodollar Eurocurrency Rate Revolving Loans, the initial Interest Period for each such Revolving LoanLoan and (v) the name of the Borrower (which shall be the Company or a Designated Borrower). Each Lender shall, shall (A) before 2:00 P.M. 11:00 A.M. Local Time on the date of such Borrowing (New York City Timein the case of a Eurocurrency Rate Loan Borrowing) and (or, for Borrowings consisting of Base Rate Revolving Loans for which notice was provided to the Lenders after 12:00 noon (New York City TimeB) but no later than before 1:00 P.M. (New York City Time), before 3:00 P.M. (New York City Time)time) on the applicable date of such Borrowing Date(in the case of a Base Rate Loan Borrowing), make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, 's Account for the relevant Currency in same day funds, such Lender’s 's ratable portion of such Revolving Loan Borrowing; provided that, with respect to Borrowings of Eurocurrency Rate Loans, -------- no Lender having a Termination Date prior to the Borrowing to be made on last day of the initial Interest Period for such Borrowing DateEurocurrency Rate Loans shall participate in such Borrowing. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIIIV, the Administrative Agent will make such funds available to the relevant Borrower no later than 3:30 P.M. (New York City Time) in such manner as the Administrative Agent and the Company may agree; provided, however, -------- ------- CREDIT AGREEMENT that the Administrative Agent shall first make a portion of such funds equal to the aggregate principal amount of any Swing Loan as to which a Borrower shall have specified in has received timely notice made by the applicable Notice Swing Loan Bank, and by any other Lender and outstanding on the date of such Revolving Loan Borrowing, plus interest accrued and unpaid thereon to and as of such date, available to the Swing Loan Bank, and such other Lenders for repayment of such Swing Loans.

Making the Revolving Loans. (ai) Each The Borrower may borrow under the Revolving Commitment on any Business Day if the Borrowing is to consist of a Prime Rate Loan and on any LIBO Business Day if the Borrowing is to consist of a LIBO Rate Loan, provided that the Borrower shall give the Agent irrevocable notice (which notice must be in an amount not less than $1,000,000 (orreceived by the Agent prior to 9:00 A.M., if less, the Available Commitments at such San Francisco time) or an integral multiple in the form of $100,000 in excess thereof and shall consist of Revolving Loans of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Borrowing shall be made on notice, given not later than 1:00 P.M. Exhibit C (New York City Timei) on the third three (3) LIBO Business Day Days prior to the requested Borrowing date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar LIBO Rate Revolving LoansLoan, or not later than 1:00 P.M. and (New York City Timeii) on or before the requested Borrowing date of the proposed Borrowing in the case of a Borrowing consisting of Base Prime Rate Revolving Loans, by the Borrower to the Administrative Agent, which shall give to each Lender prompt written notice thereof. Each such notice of a Revolving Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing or facsimile in substantially the form of Exhibit A heretoLoan, specifying therein (A) the requested (i) Borrowing Date for such amount of the proposed Borrowing, (iiB) Type the requested date of Revolving Loans comprising such the Borrowing, (iiiC) aggregate amount whether the Borrowing is to consist of such Borrowinga LIBO Rate Loan or a Prime Rate Loan, and (ivD) if the Loan is to be a LIBO Rate Loan, the length of the Interest Period therefor. Promptly following receipt of such notice, the Agent shall notify each Lender of the date of the Loan, whether the Loan will be a Prime Rate Loan or a LIBO Rate Loan, the amount of that Lender's pro rata share of the Loan and, if the Loan is a LIBO Rate Loan, of the applicable Interest Period. Not later than 11:00 a.m., San Francisco time, on the date specified for any Loan, each Lender shall deposit immediately available funds in the case amount of a Borrowing consisting its pro rata share of Eurodollar Rate Revolving Loans, the initial Interest Period for each such Revolving Loan. Each Lender shall, before 2:00 P.M. (New York City Time) (or, for Borrowings consisting of Base Rate Revolving Loans for which notice was provided Loan to the Lenders after 12:00 noon (New York City Time) but no later than 1:00 P.M. (New York City Time), before 3:00 P.M. (New York City Time)) on the applicable Borrowing Date, make available for the account of its Applicable Lending Office to the Administrative Agent at set forth on the Agent’s Account, in same day funds, such Lender’s ratable portion of the Borrowing to be made on such Borrowing Datesignature pages hereof. After the Administrative Agent’s receipt of such funds and upon fulfillment Upon satisfaction of the applicable conditions set forth in Article IIIIV, the Administrative Agent will make available the proceeds of all such funds available Loans to the Borrower no later than 3:30 P.M. (New York City Time) in by depositing the amount of such manner as the Borrower shall have specified Loans in the applicable Notice of BorrowingBorrower's Account.

Making the Revolving Loans. (a) Each Borrowing shall be in an amount not less than $1,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $100,000 in excess thereof and shall consist of Revolving Loans of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Loan Borrowing shall be made on notice, given not later than 1:00 P.M. (x) 12:00 noon (New York City Timetime) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Eurocurrency Rate Revolving LoansLoan Borrowing, or not later than 1:00 P.M. and (y) 11:00 A.M. (New York City Timetime) on the date of the proposed Borrowing in the case day of a Borrowing consisting of Base Rate Revolving LoansLoan Borrowing, by the U.S. Borrower (on its own behalf and on behalf of any Euro Borrower) to the Administrative Agent, which shall give to each Lender prompt written notice thereof. Each such notice of a Revolving Loan Borrowing (a “Notice of Revolving Loan Borrowing”) shall be by telephone, confirmed immediately made in writing by telecopier, electronic mail, telex or facsimile cable, in substantially the form of Exhibit A B-1 hereto, specifying therein the requested (i) date of such Revolving Loan Borrowing Date for such Borrowing(which shall be a Business Day), (ii) Currency and Type of Revolving Loans Loan comprising such Revolving Loan Borrowing, (iii) aggregate amount of such Revolving Loan Borrowing, and (iv) in the case of a Revolving Loan Borrowing consisting comprised of Eurodollar Eurocurrency Rate Revolving Loans, the initial Interest Period for each such Revolving Loan, and (v) the name of the Borrower (which shall be the U.S. Borrower or a Euro Borrower). Each Lender shall, shall (A) before 2:00 P.M. 11:00 A.M. Local Time on the date of such Borrowing (New York City Timein the case of a Eurocurrency Rate Loan Borrowing) and (or, for Borrowings consisting of Base Rate Revolving Loans for which notice was provided to the Lenders after 12:00 noon (New York City TimeB) but no later than before 1:00 P.M. (New York City Time), before 3:00 P.M. (New York City Time)time) on the applicable date of such Borrowing Date(in the case of a Base Rate Loan Borrowing), make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, Account for the relevant Currency in same day funds, such Lender’s ratable portion of the Borrowing to be made on such Borrowing DateBorrowing. 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 no later than 3:30 P.M. (New York City Time) in such manner as the Borrower shall have specified in the applicable Notice of Borrowing.’s

Making the Revolving Loans. (a) Each Borrower may borrow under the Aggregate Commitment on any Business Day if the Borrowing shall be in an amount not less than $1,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $100,000 in excess thereof and shall is to consist of Revolving Loans a Base Rate Loan and on any LIBOR Business Day if the Borrowing is to consist of a LIBOR Rate Loan, provided that Borrower shall give the same Type made on Agent irrevocable notice in the same day form of Exhibit B (which notice must be received by the Lenders ratably according Agent prior to their respective Commitment Percentages. Each Borrowing shall be made on notice9:00 A.M., given not later than 1:00 P.M. San Francisco time and which when received, will obligate Agent and Banks to fund at the interest rates quoted to Borrower by Agent for the applicable Borrowing) (New York City Timei) on the third three (3) LIBOR Business Day Days prior to the requested Borrowing date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar LIBOR Rate Revolving LoansLoan, or not later than 1:00 P.M. and (New York City Timeii) on or before the requested Borrowing date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Revolving Loans, by the Borrower to the Administrative Agent, which shall give to each Lender prompt written notice thereof. Each such notice of a Revolving Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing or facsimile in substantially the form of Exhibit A heretoLoan, specifying therein (A) the requested (i) Borrowing Date for such amount of the proposed Borrowing, (iiB) Type the requested date of Revolving Loans comprising such the Borrowing, (iiiC) aggregate amount whether the Borrowing is to consist of such Borrowinga Base Rate Loan or a LIBOR Rate Loan, and (ivD) if the Revolving Loan is to be a LIBOR Rate Loan, the length of the Interest Period therefor. The Agent shall notify each Bank by telecopy of each Borrowing request promptly. Subject to the terms and conditions hereof, each Bank shall make immediately available funds available to the Agent not later than 12:00 P.M., San Francisco time, on such Borrowing date in an amount equal to the case product of (A) its respective Commitment Percentage and (B) the aggregate principal amount of the Revolving Loan requested. The failure of any Bank to advance its Commitment Percentage of a requested Borrowing consisting shall not relieve any other Bank of Eurodollar Rate Revolving Loansits obligation hereunder to advance its Commitment Percentage thereof, and neither the Agent nor any Bank shall be responsible for the failure of any other Bank to make such advance. Unless the Agent shall have received prior notice from a Bank (which notice shall be given promptly by telecopy) that such Bank will not make available to the Agent such Bank's share of the Borrowing requested by Borrower, and provided that the Agent shall have given such Bank timely notice of the applicable Borrowing request in accordance with this Section, the initial Interest Period for each Agent may assume that such Revolving Loan. Each Lender shall, before 2:00 P.M. (New York City Time) (or, for Borrowings consisting of Base Rate Revolving Loans for which notice was provided Bank has made its share available to the Lenders after 12:00 noon (New York City Time) but no later than 1:00 P.M. (New York City Time), before 3:00 P.M. (New York City Time)) Agent on the applicable Borrowing Datedate and the Agent in reliance upon such assumption, may make available for the account of its Applicable Lending Office to the Administrative Agent at the Agent’s Account, in same day funds, Borrower on such Lender’s ratable portion Borrowing date an amount corresponding to such Bank's Commitment Percentage of the Borrowing to be made on such Borrowing Datedate. After If and to the Administrative extent such Bank shall not have so made such share available to the Agent’s receipt , such Bank and Borrower agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon at the interest rate applicable at the time to the subject Revolving Loans, for each day from the date such amount is made available to Borrower until the date such amount is repaid to the Agent, and such Bank and Borrower agree to repay to the Agent forthwith on demand such out-of-pocket administrative and investigative expenses incurred by the Agent in connection with the Agent's reasonable efforts to obtain such payments. If such Bank shall repay to the Agent such corresponding amount, together with accrued interest, such amount so repaid shall constitute such Bank's Revolving Loan for purposes of such funds and upon fulfillment this Agreement. Upon satisfaction of the applicable conditions set forth in this Section and in Article IIIIV, the Administrative Agent proceeds of all such Revolving Loans will make such funds then be made available to Borrower by the Agent by crediting the account of Borrower no later than 3:30 P.M. on the books of the Agent, or as otherwise directed by Borrower. The notice of Borrowing may be given orally (New York City Timeincluding telephonically) or in writing (including telex or facsimile transmission) and any conflict regarding a notice or between an oral notice and a written notice applicable to the same Borrowing shall be conclusively determined by the Agent's books and records. The Agent's failure to receive any written notice of a particular Borrowing shall not relieve Borrower of its obligation to repay the Borrowing made and to pay interest thereon. The Agent shall not incur any liability to Borrower in acting upon any notice of Borrowing which the Agent believes in good faith to have been given by a Person duly authorized to give such manner as the Borrower shall have specified in the applicable Notice notice on behalf of BorrowingBorrower.

Making the Revolving Loans. (a) Each Borrowing shall be in an amount not less than $1,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $100,000 in excess thereof and shall consist of Revolving Loans of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Loan Borrowing shall be made on notice, given not later than 1:00 P.M. (x) 12:00 noon (New York City Timetime) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Eurocurrency Rate Revolving LoansLoan Borrowing, or not later than 1:00 P.M. and (y) 11:00 A.M. (New York City Timetime) on the date of the proposed Borrowing in the case day of a Borrowing consisting of Base Rate Revolving LoansLoan Borrowing, by the U.S. Borrower (on its own behalf and on behalf of any Euro Borrower) to the Administrative Agent, which shall give to each Lender prompt written notice thereofthereof by telecopier. Each such notice of a Revolving Loan Borrowing (a “Notice of Revolving Loan Borrowing”) shall be by telephonemade in writing, or verbally and confirmed immediately in writing writing, by telecopier, electronic mail, telex or facsimile cable, in substantially the form of Exhibit A B-1 hereto, specifying therein the requested (i) date of such Revolving Loan Borrowing Date for such Borrowing(which shall be a Business Day), (ii) Currency and Type of Revolving Loans Loan comprising such Revolving Loan Borrowing, (iii) aggregate amount of such Revolving Loan Borrowing, and (iv) in the case of a Revolving Loan Borrowing consisting comprised of Eurodollar Eurocurrency Rate Revolving Loans, the initial Interest Period for each such Revolving Loan, and (v) the name of the Borrower (which shall be the U.S. Borrower or a Euro Borrower). Each Lender shall, shall (A) before 2:00 P.M. 11:00 A.M. Local Time on the date of such Borrowing (New York City Timein the case of a Eurocurrency Rate Loan Borrowing) and (or, for Borrowings consisting of Base Rate Revolving Loans for which notice was provided to the Lenders after 12:00 noon (New York City TimeB) but no later than before 1:00 P.M. (New York City Time), before 3:00 P.M. (New York City Time)time) on the applicable date of such Borrowing Date(in the case of a Base Rate Loan Borrowing), make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, Account for the relevant Currency in same day funds, such Lender’s ratable portion of the Borrowing to be made on such Borrowing DateBorrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIIIV (Conditions of Lending), the Administrative Agent will make such funds available to the relevant Borrower no later than 3:30 P.M. (New York City Time) in such manner as the Administrative Agent and the U.S. Borrower may agree; provided, however, that the Administrative Agent shall have specified in first make a portion of such funds equal to the applicable Notice aggregate principal amount of any Swing Loan and Letter of Credit Loans as to which a Borrower has received timely notice made by the Swing Loan Lender or the Issuing Banks, as the case may be, and by any other Lender and outstanding on the date of such Revolving Loan Borrowing., plus interest accrued and unpaid thereon to and as of such date, available to the Swing Loan Lender or the relevant Issuing Banks, as the case may be, and such other Lenders for repayment of such Swing Loans and Letter of Credit Loans. AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION

Making the Revolving Loans. (a) Each Borrowing shall be in an amount not less than $1,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $100,000 in excess thereof and shall consist of Revolving Loans of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Borrowing shall be made on notice, given not later than 1:00 P.M. (New York City Timei) 11:00 A.M. on the third Business Day prior to the date of a Eurocurrency Rate Loan Borrowing, and (ii) 11:00 A.M. on the proposed Borrowing in the case day of a Borrowing consisting of Eurodollar Rate Revolving Loans, or not later than 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 Revolving LoansLoan Borrowing, by the Borrower Livent to the Administrative Agent, which shall give to each Lender prompt written notice thereofthereof by telecopier. Each such notice of a Revolving Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately made in writing by telecopier or facsimile electronic mail in substantially the form of Exhibit A B-1 hereto, specifying therein the requested (iA) date of such Borrowing Date for such Borrowing(which shall be a Business Day), (iiB) Currency and Type of Revolving Loans Loan comprising such Borrowing, (iiiC) aggregate amount of such Borrowing, and (ivD) in the case of a Borrowing consisting comprised of Eurodollar Eurocurrency Rate Revolving Loans, the initial Interest Period for each such Revolving Loan, and (E) the name of the applicable Borrower. Each Lender shall, shall (1) before 2:00 11:00 A.M. Local Time on the date of such Borrowing (in the case of a Eurocurrency Rate Loan Borrowing) and (2) before 1:00 P.M. on the date of such Borrowing (New York City Time) (or, for Borrowings consisting in the case of a Base Rate Revolving Loans for which notice was provided to the Lenders after 12:00 noon (New York City Time) but no later than 1:00 P.M. (New York City TimeLoan Borrowing), before 3:00 P.M. (New York City Time)) on the applicable Borrowing Date, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, Account for the relevant Currency in same day funds, such Lender’s ratable portion of the Borrowing to be made on such Borrowing DateBorrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIIIV (Conditions), the Administrative Agent will make such funds available to the relevant Borrower no later than 3:30 P.M. (New York City Time) in such manner as the Administrative Agent and such Borrower may agree; provided, however, that the Administrative Agent shall have specified in first make a portion of such funds equal to the applicable Notice aggregate principal amount of any Letter of Credit Loans as to which a Borrower has received timely notice made by the Issuing Banks 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 relevant Issuing Banks and such other Lenders for repayment of such Letter of Credit Loans.

Making the Revolving Loans. (a) Each Borrowing shall be in an amount not less than $1,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $100,000 in excess thereof and shall consist of Revolving Loans of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Loan Borrowing shall be made on notice, given not later than 1:00 P.M. (x) 12:00 noon (New York City Timetime, or, in the case of a Borrowing in an Alternate Currency, London time) on the third (or, in the case of a Borrowing to be denominated in an Alternate Currency, fourth) Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Eurocurrency Rate Revolving LoansLoan Borrowing, or not later than 1:00 P.M. and (y) 11:00 A.M. (New York City Timetime) on the date of the proposed Borrowing in the case day of a Borrowing consisting of Base Rate Revolving LoansLoan Borrowing, by the Borrower Company (on its own behalf and on behalf of any Designated Borrower) to the Administrative Agent, which shall give to each Lender prompt written notice thereofthereof by telecopier, telex or cable. Each such notice of a Revolving Loan Borrowing (a “Notice of Revolving Loan Borrowing”) shall be by telephonemade in writing, or orally and confirmed immediately in writing writing, by telecopier, telex or facsimile cable, in substantially the form of Exhibit A B-1 hereto, specifying therein the requested (i) date of such Revolving Loan CREDIT AGREEMENT Borrowing Date for such Borrowing(which shall be a Business Day), (ii) Currency and Type of Revolving Loans Loan comprising such Revolving Loan Borrowing, (iii) aggregate amount of such Revolving Loan Borrowing, and (iv) in the case of a Revolving Loan Borrowing consisting comprised of Eurodollar Eurocurrency Rate Revolving Loans, the initial Interest Period for each such Revolving LoanLoan and (v) the name of the Borrower (which shall be the Company or a Designated Borrower). Each Lender shall, shall (A) before 2:00 P.M. 11:00 A.M. Local Time on the date of such Borrowing (New York City Timein the case of a Eurocurrency Rate Loan Borrowing) and (or, for Borrowings consisting of Base Rate Revolving Loans for which notice was provided to the Lenders after 12:00 noon (New York City TimeB) but no later than before 1:00 P.M. (New York City Time), before 3:00 P.M. (New York City Time)time) on the applicable date of such Borrowing Date(in the case of a Base Rate Loan Borrowing), make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, Account for the relevant Currency in same day funds, such Lender’s ratable portion of such Revolving Loan Borrowing; provided that, with respect to Borrowings of Eurocurrency Rate Loans, no Lender having a Termination Date prior to the Borrowing to be made on last day of the initial Interest Period for such Borrowing DateEurocurrency Rate Loans shall participate in such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIIIV, the Administrative Agent will make such funds available to the relevant Borrower no later than 3:30 P.M. (New York City Time) in such manner as the Administrative Agent and the Company may agree; provided, however, that the Administrative Agent shall first make a portion of such funds equal to the aggregate principal amount of any Swing Loan as to which a Borrower shall have specified in has received timely notice made by the applicable Notice Swing Loan Bank, and by any other Lender and outstanding on the date of such Revolving Loan Borrowing, plus interest accrued and unpaid thereon to and as of such date, available to the Swing Loan Bank, and such other Lenders for repayment of such Swing Loans.

Making the Revolving Loans. (a) Each Borrowing shall be Except as otherwise provided in an amount not less than $1,000,000 (orSection 2.03(a), if less, the Available Commitments at such time) or an integral multiple of $100,000 in excess thereof and shall consist of Revolving Loans of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each each Borrowing shall be made on notice, given not later than 1:00 P.M. (x) 11:00 a.m. (New York City Timetime) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Revolving Loans, Loans or not later than 1:00 P.M. (y) 11:00 a.m. (New York City Timetime) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Revolving Loans, by the Borrower (or the Company on behalf of the Borrower) to the Administrative Agent, which shall give to each applicable Lender prompt written notice thereofthereof by telecopier or any other electronic means agreed to by the Agent. Each such notice of a Revolving Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately promptly in writing writing, or facsimile by telecopier (or any other electronic means agreed to by the Agent), in substantially the form of Exhibit A B-1 hereto, specifying therein the requested (i) Borrowing Date for date of such Borrowing, (ii) Type of Revolving Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Rate Revolving Loans, the initial Interest Period for each such Revolving Loan. Each Except for Borrowings to be made as Swingline Loans, each Lender shall, before 2:00 P.M. 1:00 p.m. (New York City Time) (or, for Borrowings consisting of Base Rate Revolving Loans for which notice was provided to the Lenders after 12:00 noon (New York City Time) but no later than 1:00 P.M. (New York City Time), before 3:00 P.M. (New York City Time)time) on the applicable date of such Borrowing Date, make available for the account of its Applicable Lending Office to the Administrative Agent at the Agent’s Account, in same day funds, such Lender’s ratable portion Ratable Share of the Borrowing to be made on such Borrowing DateBorrowing. 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 no later than 3:30 P.M. (New York City Time) at the Agent’s address referred to in such manner as the Borrower shall have specified in the applicable Notice of BorrowingSection 9.02(a).

Making the Revolving Loans. (a) Each Borrowing shall be in an amount not less than $1,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $100,000 in excess thereof and shall consist of Revolving Loans of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Borrowing shall be made on notice, given not later than 1:00 P.M. (New York City Time) on (x) the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar SOFR Rate Revolving Loans, or not later than 1:00 P.M. (New York City Timey) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Revolving Loans, by the Borrower to the Administrative Agent, which shall give to each Lender prompt written notice thereof. Each such notice of a Revolving Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately delivered in writing or facsimile in substantially the form of Exhibit A heretohereto (or by telephone immediately confirmed in writing by letter, facsimile or email written in such form, it being understood that the Administrative Agent may rely on the authority of any individual making such a telephonic request without the necessity of receipt of such written confirmation), specifying therein the requested (i) Borrowing Date for such Borrowing, (ii) Type of Revolving Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar SOFR Rate Revolving Loans, the initial Interest Period for each such Revolving Loan. Each Lender shall, before 2:00 P.M. (New York City Time) (or, for Borrowings consisting of Base Rate Revolving Loans for which notice was provided to the Lenders after 12:00 noon (New York City Time) but no later than 1:00 P.M. (New York City Time), before 3:00 P.M. (New York City Time)) on the applicable Borrowing Date, make available for the account of its Applicable Lending Office to the Administrative Agent at the Agent’s Account, in same day funds, such LenderXxxxxx’s ratable portion of the Borrowing to be made on such Borrowing Date. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower no later than 3:30 P.M. (New York City Time) in such manner as the Borrower shall have specified in the applicable Notice of Borrowing.

Making the Revolving Loans. (a) Each Borrowing shall be in an amount not less than $1,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $100,000 in excess thereof and shall consist of Revolving Loans of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Loan Borrowing shall be made on notice, given not later than 1:00 P.M. (x) 12:00 noon (New York City Time(or, in the case of a Borrowing in an Alternate Currency, London) time) on the third (or, in the case of a Borrowing to be denominated in an Alternate Currency, fourth) Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Eurocurrency Rate Revolving LoansLoan Borrowing, or not later than 1:00 P.M. and (y) 11:00 A.M. (New York City Timetime) on the date of the proposed Borrowing in the case day of a Borrowing consisting of Base Rate Revolving LoansLoan Borrowing, by the Borrower Company (on its own behalf and on behalf of any Designated Borrower) to the Administrative Agent, which shall give to each Lender prompt written notice thereofthereof by telecopier, telex or cable. Each such notice of a Revolving Loan Borrowing (a “"Notice of Revolving Loan Borrowing”") shall be by telephonemade in ---------------------------------- writing, or orally and confirmed immediately in writing writing, by telecopier, telex or facsimile cable, in substantially the form of Exhibit A B-1 hereto, specifying therein the requested (i) date of such Revolving Loan Borrowing Date for such Borrowing(which shall be a Business Day), (ii) Currency and Type of Revolving Loans Loan comprising such Revolving Loan Borrowing, (iii) aggregate amount of such Revolving Loan Borrowing, and (iv) in the case of a Revolving Loan Borrowing consisting comprised of Eurodollar Eurocurrency Rate Revolving Loans, the initial Interest Period for each such Revolving LoanLoan and (v) the name of the Borrower (which shall be the Company or a Designated Borrower). Each Lender shall, shall (A) before 2:00 P.M. 11:00 A.M. Local Time on the date of such Borrowing (New York City Timein the case of a Eurocurrency Rate Loan Borrowing) and (or, for Borrowings consisting of Base Rate Revolving Loans for which notice was provided to the Lenders after 12:00 noon (New York City TimeB) but no later than before 1:00 P.M. (New York City Time), before 3:00 P.M. (New York City Time)time) on the applicable date of such Borrowing Date(in the case of a Base Rate Loan Borrowing), make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, 's Account for the relevant Currency in same day funds, such Lender’s 's ratable portion of such Revolving Loan Borrowing; provided that, with respect to Borrowings of Eurocurrency Rate -------- Loans, no Lender having a Termination Date prior to the Borrowing to be made on last day of the initial Interest Period for such Borrowing DateEurocurrency Rate Loans shall participate in such Borrowing. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIIIV, the Administrative Agent will make such funds available to the relevant Borrower no later than 3:30 P.M. (New York City Time) in such manner as the Administrative Agent and the Company may agree; provided, however, that the Administrative Agent shall first make a -------- ------- portion of such funds equal to the aggregate principal amount of any Swing Loan and Letter of Credit Loans as to which a Borrower shall have specified in has received timely notice made by the applicable Notice Swing Loan Bank or the Issuing Bank, as the case may be, and by any other Lender and outstanding on the date of such Revolving Loan Borrowing, plus interest accrued and unpaid thereon to and as of such date, available to the Swing Loan Bank or the Issuing Bank, as the case may be, and such other Lenders for repayment of such Swing Loans and Letter of Credit Loans.

Making the Revolving Loans. (a) Each Borrowing shall be in an amount not less than $1,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $100,000 in excess thereof and shall consist of Revolving Loans of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Borrowing Loan shall be made on noticenotice (a "Notice of Advance"), given by the Borrower to the Agent and the Banks not later than 1:00 P.M. 11:00 A.M. (New York City Timetime) on the third Business Day prior to the date of the proposed Borrowing in the case of Revolving Loan, if it is to be a Borrowing consisting of Eurodollar LIBOR Rate Revolving LoansLoan, or not later than 1:00 P.M. one (New York City Time1) on Business Day prior to the date of the proposed Borrowing in the case of Revolving Loan if it is to be a Borrowing consisting of Base Prime Rate Revolving Loans, by the Borrower to the Administrative Agent, which shall give to each Lender prompt written notice thereofLoan. Each such notice of a Revolving Borrowing (a “Notice of Borrowing”) Advance shall be by telephone, confirmed immediately in writing or facsimile in substantially the form of "Exhibit A B" annexed hereto, specifying . Each Notice of Advance shall specify therein the requested (i) Borrowing Date for the date of such Borrowingproposed Advance, (ii) Type the aggregate amount of Revolving Loans comprising such Borrowingproposed Advance, (iii) aggregate amount of such Borrowingwhether the Advance is to be a Prime Rate Loan or LIBOR Rate Loan, and (iv) in if the case of Revolving Loan is to be a Borrowing consisting of Eurodollar LIBOR Rate Revolving LoansLoan, the initial Interest Period for such Advance. Each Notice of Advance shall be irrevocable and binding on the Borrower. The Agent on the same day it receives a Notice of Advance shall advise each Bank of such Bank's Pro Rata Share of the requested Advance (such Bank's Revolving Loan). Each Lender shallThe Borrower shall indemnify the Agent and each Bank against any loss, before 2:00 P.M. (New York City Time) (or, for Borrowings consisting cost or expense incurred by any of Base Rate Revolving Loans for which notice was provided to the Lenders after 12:00 noon (New York City Time) but no later than 1:00 P.M. (New York City Time), before 3:00 P.M. (New York City Time)) on the applicable Borrowing Date, make available for the account them as a result of its Applicable Lending Office to the Administrative Agent at the Agent’s Account, in same day funds, such Lender’s ratable portion any failure of the Borrowing Borrower to be made fulfill, on or before the date specified in such Borrowing Date. After the Administrative Agent’s receipt Notice of Advance for such funds and upon fulfillment of proposed 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 Administrative Agent will liquidation or reemployment of deposits or other funds acquired by any Bank to fund any Revolving Loan to be made by such Bank as part of such proposed Advance. Each Revolving Loan shall be in a minimum aggregate principal amount of $1,000,000 or in integral multiples of $100,000 in excess thereof. The Borrower may not give more than five (5) Notices of Advance in any one month. All Revolving Loans comprising the same borrowing shall be made by each Bank simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Bank shall be responsible for any failure by any other Bank to perform its obligation to make a Revolving Loan hereunder, nor shall the commitment of any Bank be increased or decreased as a result of any such funds available failure. If any Bank fails to perform its obligation to make a Revolving Loan, the Borrower shall be given notice thereof. Each Bank shall make its Revolving Loan on the proposed date thereof by paying the amount required to the Borrower no Agent in New York, New York in immediately available funds not later than 3:30 P.M. (noon, New York City Time) time, and the Agent shall as soon as practicable, but in such manner as no event later than noon, New York City time on the proposed date thereof, credit the amounts so received to the general deposit account of the Borrower shall have with the Agent in immediately available funds or, if the Revolving Loans are not to be made on such date because any condition precedent to a borrowing herein specified in is not met, promptly return the applicable Notice of Borrowingamounts so received to the respective Banks.

Making the Revolving Loans. (a) Each Borrowing shall be in an amount not less than $1,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $100,000 in excess thereof and shall consist of Revolving Loans of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Loan Borrowing shall be made on notice, given not later than 1:00 P.M. (x) 12:00 noon (New York City Timetime, or, in the case of a Borrowing in an Alternate Currency, London time) on the third (or, in the case of a Borrowing to be denominated in an Alternate Currency, fourth) Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Eurocurrency Rate Revolving LoansLoan Borrowing, or not later than 1:00 P.M. and (y) 11:00 A.M. (New York City Timetime) on the date of the proposed Borrowing in the case day of a Borrowing consisting of Base Rate Revolving LoansMARRIOTT CREDIT AGREEMENT 57 Loan Borrowing, by the Borrower Company (on its own behalf and on behalf of any Designated Borrower) to the Administrative Agent, which shall give to each Lender prompt written notice thereofthereof by telecopier, telex or cable. Each such notice of a Revolving Loan Borrowing (a “Notice of Revolving Loan Borrowing”) shall be by telephonemade in writing, or orally and confirmed immediately in writing writing, by telecopier, telex or facsimile cable, in substantially the form of Exhibit A B-1 hereto, specifying therein the requested (i) date of such Revolving Loan Borrowing Date for such Borrowing(which shall be a Business Day), (ii) Currency and Type of Revolving Loans Loan comprising such Revolving Loan Borrowing, (iii) aggregate amount of such Revolving Loan Borrowing, and (iv) in the case of a Revolving Loan Borrowing consisting comprised of Eurodollar Eurocurrency Rate Revolving Loans, the initial Interest Period for each such Revolving Loan, and (v) the name of the Borrower (which shall be the Company or a Designated Borrower). Each Lender shall, shall (A) before 2:00 P.M. 11:00 A.M. Local Time on the date of such Borrowing (New York City Timein the case of a Eurocurrency Rate Loan Borrowing) and (or, for Borrowings consisting of Base Rate Revolving Loans for which notice was provided to the Lenders after 12:00 noon (New York City TimeB) but no later than before 1:00 P.M. (New York City Time), before 3:00 P.M. (New York City Time)time) on the applicable date of such Borrowing Date(in the case of a Base Rate Loan Borrowing), make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, Account for the relevant Currency in same day funds, such Lender’s ratable portion of such Borrowing; provided that, with respect to Borrowings of Eurocurrency Rate Loans, no Lender having a Termination Date prior to the Borrowing to be made on last day of the initial Interest Period for such Eurocurrency Rate Loans shall participate in such Borrowing; provided, further, that when determining a Swiss Franc/Sterling Lender’s ratable portion of any Borrowing, the Swiss Franc Outstandings and the Sterling Outstandings of such Swiss Franc/Sterling Lender are deducted from the amount such Swiss Franc/Sterling Lender would otherwise make available, until each other Lender’s portion of such Borrowing Dateis equal to the Dollar Equivalent of the Swiss Franc Outstandings and the Sterling Outstandings of any Swiss Franc/Sterling Lender and all Revolving Loan Borrowings denominated in Swiss Francs or Sterling will be ratably funded by the Swiss Franc/Sterling Lenders only. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIIIV, the Administrative Agent will make such funds available to the relevant Borrower no later than 3:30 P.M. (New York City Time) in such manner as the Administrative Agent and the Company may agree; provided, however, that the Administrative Agent shall first make a portion of such funds equal to the aggregate principal amount of any Swing Loan and Letter of Credit Loans as to which a Borrower shall have specified in has received timely notice made by the applicable Notice Dollar Swing Loan Banks, the Multicurrency Swing Loan Banks or the Issuing Banks, as the case may be, and by any other Lender and outstanding on the date of such Revolving Loan Borrowing, plus interest accrued and unpaid thereon to and as of such date, available to the relevant Swing Loan Banks or the Issuing Banks, as the case may be, and such other Lenders for repayment of such Swing Loans and Letter of Credit Loans.

Making the Revolving Loans. (a) Each Borrowing shall be in an amount not less than $1,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $100,000 in excess thereof and shall consist of Revolving Loans of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Loan Borrowing shall be made on notice, given not later than 1:00 P.M. (x) 12:00 noon (New York City Timetime, or, in the case of a Borrowing in an Alternate Currency, London time) on the third (or, in the case of a Borrowing to be denominated in an Alternate Currency, fourth) Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Eurocurrency Rate Revolving LoansLoan Borrowing, or not later than 1:00 P.M. and (y) 11:00 A.M. (New York City Timetime) on the date of the proposed Borrowing in the case day of a Borrowing consisting of Base Rate Revolving LoansLoan Borrowing, by the Borrower Company (on its own behalf and on behalf of any Designated Borrower) to the Administrative Agent, which shall give to each Lender prompt written notice thereofthereof by telecopier/fax, telex, cable or electronic mail. Each such notice of a Revolving Loan Borrowing (a “Notice of Revolving Loan Borrowing”) shall be by telephonemade in writing, or orally and confirmed immediately in writing writing, by telecopier/fax, telex, cable or facsimile electronic mail, in substantially the form of Exhibit A B-1 hereto, specifying therein the requested (i) date of such Revolving Loan Borrowing Date for such Borrowing(which shall be a Business Day), (ii) Currency and Type of Revolving Loans Loan comprising such Revolving Loan Borrowing, (iii) aggregate amount of such Revolving Loan Borrowing, and (iv) in the case of a Revolving Loan Borrowing consisting comprised of Eurodollar Eurocurrency Rate Revolving Loans, the initial Interest Period for each such Revolving Loan, and (v) the name of the Borrower (which shall be the Company or a Designated Borrower). Each Lender shall, shall (A) before 2:00 P.M. 11:00 A.M. Local Time on the date of such Borrowing (New York City Timein the case of a Eurocurrency Rate Loan Borrowing) and (or, for Borrowings consisting of Base Rate Revolving Loans for which notice was provided to the Lenders after 12:00 noon (New York City TimeB) but no later than before 1:00 P.M. (New York City Time), before 3:00 P.M. (New York City Time)time) on the applicable date of such Borrowing Date(in the case of a Base Rate Loan Borrowing), make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, Account for the relevant Currency in same day fundsSame Day Funds, such Lender’s ratable portion of such Borrowing; provided that, with respect to Borrowings of Eurocurrency Rate Loans, no Lender having a Termination Date prior to the Borrowing to be made on last day of the initial Interest Period for such Borrowing DateEurocurrency Rate Loans shall participate in such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIIIV, the Administrative Agent will make such funds available to the relevant Borrower no later than 3:30 P.M. (New York City Time) in such manner as the Administrative Agent and the Company may agree; provided, however, that the Administrative Agent shall first make a portion of such funds equal to the aggregate principal amount of any Swing Loan and Letter of Credit Loans as to which a Borrower shall have specified in has received timely notice made by the applicable Notice Dollar Swing Loan Banks, the Multicurrency Swing Loan Banks or the Issuing Banks, as the case may be, and by any other Lender and outstanding on the date of such Revolving Loan Borrowing, plus interest accrued and unpaid thereon to and as of such date, available to the relevant Swing Loan Banks or the Issuing Banks, as the case may be, and such other Lenders for repayment of such Swing Loans and Letter of Credit Loans.

Making the Revolving Loans. (a) Each Borrowing shall be in an amount not less than $1,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $100,000 in excess thereof and shall consist of Revolving Loans of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Loan Borrowing shall be made on notice, given not later than 1:00 P.M. (x) 12:00 noon (New York City Timetime) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Revolving LoansEURIBOR Loan Borrowing, or not later than 1:00 P.M. (y) 12:00 noon (New York City Timetime) on the third U.S. Government Securities Business Day prior to the date of a SOFR Loan Borrowing, and (z) 11:00 A.M. (New York City time) on the proposed Borrowing in the case day of a Borrowing consisting of Base Rate Revolving LoansLoan Borrowing, by the U.S. Borrower (on its own behalf and on behalf of any Euro Borrower) to the Administrative Agent, which shall give to each Lender prompt written notice thereof. Each such notice of a Revolving Loan Borrowing (a “Notice of Revolving Loan Borrowing”) shall be by telephone, confirmed immediately made in writing by telecopier, electronic mail, telex or facsimile cable, in substantially the form of Exhibit A B-1 hereto, specifying therein the requested (i) date of such Revolving Loan Borrowing Date for such Borrowing(which shall be a Business Day), (ii) Currency and Type of Revolving Loans Loan comprising such Revolving Loan Borrowing, (iii) aggregate amount of such Revolving Loan Borrowing, and (iv) in the case of a Revolving Loan Borrowing consisting comprised of Eurodollar Rate Revolving SOFR Loans or EURIBOR Loans, the initial Interest Period for each such Revolving Loan; provided that if no Interest Period is specified with respect to any requested SOFR Loan or EURIBOR Loan, the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration, and (v) the name of the Borrower (which shall be the U.S. Borrower or a Euro Borrower). Each Lender shall, shall (A) before 2:00 P.M. 11:00 A.M. Local Time on the date of such Borrowing (New York City Timein the case of either a SOFR Loan Borrowing or a EURIBOR Loan Borrowing) and (or, for Borrowings consisting of Base Rate Revolving Loans for which notice was provided to the Lenders after 12:00 noon (New York City TimeB) but no later than before 1:00 P.M. (New York City Time), before 3:00 P.M. (New York City Time)time) on the applicable date of such Borrowing Date(in the case of a Base Rate Loan Borrowing), make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, Account for the relevant Currency in same day funds, such Lender’s ratable portion of the Borrowing to be made on such Borrowing DateBorrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIIIV (Conditions of Lending), the Administrative Agent will make such funds available to the relevant Borrower no later than 3:30 P.M. (New York City Time) in such manner as the Administrative Agent and the U.S. Borrower may agree; provided however, that the Administrative Agent shall first make a portion of such funds equal to the aggregate principal amount of any Swing Loan and Letter of Credit Loans as to which a Borrower has received timely notice made by the Swing Loan Lenders or the Issuing Banks, as the case may be, or by any other Lender and outstanding on the date of such Revolving Loan Borrowing, plus interest accrued and unpaid thereon to and as of such date, available to the relevant Swing Loan Lenders or the relevant Issuing Banks, as the case may be, and such other Lenders for repayment of such Swing Loans and Letter of Credit Loans. (b) Anything in subsection (a) above to the contrary notwithstanding, the U.S. Borrower may not select SOFR Loans or EURIBOR Loans for any Revolving Loan Borrowing if the aggregate amount of such Revolving Loan Borrowing is less than $1,000,000 or the Foreign Currency Equivalent thereof. (c) Subject to Sections 2.09(c) and 3.06, each Notice of Revolving Loan Borrowing shall be irrevocable and binding on the U.S. Borrower and the relevant Borrower. In the case of any Revolving Loan Borrowing by a Borrower which the related Notice of Revolving Loan Borrowing specifies is to be comprised of SOFR Loans or EURIBOR Loans, such Borrower shall have indemnify each relevant Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of FIFTH AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION 63 Revolving Loan Borrowing for such Revolving Loan Borrowing the applicable Notice conditions set forth in Article IV (Conditions of Lending), including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Revolving Loan to be made by such Lender as part of such Revolving Loan Borrowing when such Revolving Loan, as a result of such failure, is not made on such date. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the time any Revolving Loan Borrowing is required to be made that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of such Revolving Loan Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Revolving Loan Borrowing in accordance with subsection (a) of this Section 3.01 and the Administrative Agent may, in reliance upon such assumption, make available to the relevant Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the relevant Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such Borrower, the interest rate applicable at the time to Revolving Loans comprising such Revolving Loan Borrowing and (ii) in the case of such Lender, the Federal Funds Rate, provided that such Borrower retains its rights against such Lender with respect to any damages it may incur as a result of such Lender’s failure to fund, and notwithstanding anything herein to the contrary, in no event shall such Borrower be liable to such Lender or any other Person for the interest payable by such Lender to the Administrative Agent pursuant to this sentence. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Revolving Loan as part of such Revolving Loan Borrowing for purposes of this Agreement. (e) The failure of any Lender to make the Revolving Loan to be made by it as part of any Revolving Loan Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Revolving Loan on the date of such Revolving Loan Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Revolving Loan to be made by such other Lender on the date of any Revolving Loan Borrowing. SECTION 3.02. [Intentionally Deleted]. SECTION 3.03.

Making the Revolving Loans. (a) Each Borrowing shall be in an amount not less than $1,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $100,000 in excess thereof and shall consist of Revolving Loans of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Loan Borrowing shall be made on notice, given not later than 1:00 P.M. (x) 12:00 noon (New York City Timetime, or, in the case of a Borrowing in an Alternate Currency, London time) on the third (or, in the case of a Borrowing to be denominated in an Alternate Currency other than Dollars, Sterling or Euros, fourth) Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Eurocurrency Rate Revolving LoansLoan Borrowing, or not later than 1:00 P.M. and (y) 11:00 A.M. (New York City Timetime) on the date of the proposed Borrowing in the case day of a Borrowing consisting of Base Rate Revolving LoansLoan Borrowing, by the Borrower Company (on its own behalf and on behalf of any Designated Borrower) to the Administrative Agent, which shall give to each Lender prompt written notice thereofthereof by telecopier/fax, telex, cable or electronic mail. Each such notice of a Revolving Loan Borrowing (a “Notice of Revolving Loan Borrowing”) shall be by telephonemade in writing, or orally and confirmed immediately in writing writing, by telecopier/fax, telex, cable or facsimile electronic mail, in substantially the form of Exhibit A B-1 hereto, specifying therein the requested (i) date of such Revolving Loan Borrowing Date for such Borrowing(which shall be a Business Day), (ii) Currency and Type of Revolving Loans Loan comprising such Revolving Loan Borrowing, (iii) aggregate amount of such Revolving Loan Borrowing, and (iv) in the case of a Revolving Loan Borrowing consisting comprised of Eurodollar Eurocurrency Rate Revolving Loans, the initial Interest Period for each such Revolving Loan, and (v) the name of the Borrower (which shall be the Company or a Designated Borrower). Each Lender shall, shall (A) before 2:00 P.M. 11:00 A.M. Local Time on the date of such Borrowing (New York City Timein the case of a Eurocurrency Rate Loan Borrowing) and (or, for Borrowings consisting of Base Rate Revolving Loans for which notice was provided to the Lenders after 12:00 noon (New York City TimeB) but no later than before 1:00 P.M. (New York City Time), before 3:00 P.M. (New York City Time)time) on the applicable date of such Borrowing Date(in the case of a Base Rate Loan Borrowing), make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, Account for the relevant Currency in same day fundsSame Day Funds, such Lender’s ratable portion of such Borrowing; provided that, with respect to Borrowings of Eurocurrency Rate Loans, no Lender having a Termination Date prior to the Borrowing to be made on last day of the initial Interest Period for such Borrowing DateEurocurrency Rate Loans shall participate in such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIIIV, the Administrative Agent will make such funds available to the relevant Borrower no later than 3:30 P.M. (New York City Time) in such manner as the Administrative Agent and the Company may agree; provided, however, that the Administrative Agent shall first make a portion of such funds equal to the aggregate principal amount of any Swing Loan and Letter of Credit Loans as to which a Borrower shall have specified in has received timely notice made by the applicable Notice Dollar Swing Loan Banks, the Multicurrency Swing Loan Banks or the Issuing Banks, as the case may be, and by any other Lender and outstanding on the date of such Revolving Loan Borrowing, plus interest accrued and unpaid thereon to and as of such date, available to the relevant Swing Loan Banks or the Issuing Banks, as the case may be, and such other Lenders for repayment of such Swing Loans and Letter of Credit Loans.

Making the Revolving Loans. (a) ARTICLE II Each Borrowing shall be in an amount not less than $1,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $100,000 in excess thereof and shall consist of Revolving Loans of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Borrowing shall be made on notice, given not later than 1:00 P.M. (New York City Time) on the third U.S. Government Securities Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar SOFR Rate Revolving Loans, or not later than 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 Revolving Loans, by the Borrower to the Administrative Agent, which shall give to each Lender prompt written notice thereof. Each such notice of a Revolving Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing or facsimile in substantially the form of Exhibit A hereto, specifying therein the requested (i) Borrowing Date for such Borrowing, (ii) Type of Revolving Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar SOFR Rate Revolving Loans, the initial Interest Period for each such Revolving Loan. Each Lender shall, before 2:00 P.M. (New York City Time) (or, for Borrowings consisting of Base Rate Revolving Loans for which notice was provided to the Lenders after 12:00 noon (New York City Time) but no later than 1:00 P.M. (New York City Time), before 3:00 P.M. (New York City Time)) on the applicable Borrowing Date, make available for the account of its Applicable Lending Office to the Administrative Agent at the Agent’s Account, in same day funds, such Lender’s ratable portion of the Borrowing to be made on such Borrowing Date. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower no later than 3:30 P.M. (New York City Time) in such manner as the Borrower shall have specified in the applicable Notice of Borrowing.

Making the Revolving Loans. (a) Each Borrowing shall be in an amount not less than $1,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $100,000 in excess thereof and shall consist of Revolving Loans of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Loan Borrowing shall be made on notice, given not later than 1:00 P.M. (x) 12:00 noon (New York City Timetime) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Eurocurrency Rate Revolving LoansLoan Borrowing, or not later than 1:00 P.M. and (y) 11:00 A.M. (New York City Timetime) on the date of the proposed Borrowing in the case day of a Borrowing consisting of Base Rate Revolving LoansLoan Borrowing, by the U.S. Borrower (on its own behalf and on behalf of any Euro Borrower) to the Administrative Agent, which shall give to each Lender prompt written notice thereofthereof by telecopier. Each such notice of a Revolving Loan Borrowing (a “Notice of Revolving Loan Borrowing”) shall be by telephonemade in writing, or orally and confirmed immediately in writing writing, by telecopier, telex or facsimile cable, in substantially the form of Exhibit A B‑1 hereto, specifying therein the requested (i) date of such Revolving Loan Borrowing Date for such Borrowing(which shall be a Business Day), (ii) Currency and Type of Revolving Loans Loan comprising such Revolving Loan Borrowing, (iii) aggregate amount of such Revolving Loan Borrowing, and (iv) in the case of a Revolving Loan Borrowing consisting comprised of Eurodollar Eurocurrency Rate Revolving Loans, the initial Interest Period for each such Revolving Loan, and (v) the name of the Borrower (which shall be the U.S. Borrower or a Euro Borrower). Each Lender shall, shall (A) before 2:00 P.M. 11:00 A.M. Local Time on the date of such Borrowing (New York City Timein the case of a Eurocurrency Rate Loan Borrowing) and (or, for Borrowings consisting of Base Rate Revolving Loans for which notice was provided to the Lenders after 12:00 noon (New York City TimeB) but no later than before 1:00 P.M. (New York City Time), before 3:00 P.M. (New York City Time)time) on the applicable date of such Borrowing Date(in the case of a Base Rate Loan Borrowing), make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, 's Account for the relevant Currency in same day funds, such Lender’s 's ratable portion of the Borrowing to be made on such Borrowing DateBorrowing. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIIIV (Conditions of Lending), the Administrative Agent will make such funds available to the relevant Borrower no later than 3:30 P.M. (New York City Time) in such manner as the Administrative Agent and the U.S. Borrower may agree; provided, however, that the Administrative Agent shall have specified in first make a portion of such funds equal to the applicable Notice aggregate principal amount of any Swing Loan and Letter of Credit Loans as to which a Borrower has received timely notice made by the Swing Loan Lender or the Issuing Banks, as the case may be, and by any other Lender and outstanding on the date of such Revolving Loan Borrowing, plus interest accrued and unpaid thereon to and as of such date, available to the Swing Loan Lender or the relevant Issuing Banks, as the case may be, and such other Lenders for repayment of such Swing Loans and Letter of Credit Loans.

Making the Revolving Loans. (a) Each Borrowing shall be in an amount not less than $1,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $100,000 in excess thereof and shall consist of Revolving Loans of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Loan Borrowing shall be made on notice, given not later than 1:00 P.M. (x) 12:00 noon (New York City Timetime, or, in the case of a Borrowing in an Alternate Currency, London time) on the third (or, in the case of a Borrowing to be denominated in an Alternate Currency other than Dollars, Sterling, Canadian Dollars or Euros, fourth) Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Eurocurrency Rate Revolving LoansLoan Borrowing, or not later than 1:00 P.M. and (y) 11:00 A.M. (New York City Timetime) on the date of the proposed Borrowing in the case day of a LIBOR Floating Rate Loan Borrowing consisting of or a Base Rate Revolving LoansLoan Borrowing, by the Borrower Company (on its own behalf and on behalf of any Designated Borrower) to the Administrative Agent, which shall give to each Lender prompt written notice thereofthereof by telecopier/fax or electronic mail. Each such notice of a Revolving Loan Borrowing (a “Notice of Revolving Loan Borrowing”) shall be by telephonemade in writing, or orally and confirmed immediately in writing writing, by telecopier/fax or facsimile electronic mail, in substantially the form of Exhibit A heretoB-1 hereto or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer, specifying therein the requested (i) date of such Revolving Loan Borrowing Date for such Borrowing(which shall be a Business Day), (ii) Currency and Type of Revolving Loans Loan comprising such Revolving Loan Borrowing, (iii) aggregate amount of such Revolving Loan Borrowing, and (iv) in the case of a Revolving Loan Borrowing consisting comprised of Eurodollar Eurocurrency Rate Revolving Loans, the initial Interest Period for each such Revolving Loan, and (v) the name of the Borrower (which shall be the Company or a Designated Borrower). Each Lender shall, shall (A) before 2:00 P.M. 11:00 A.M. Local Time on the date of such Borrowing (New York City Timein the case of a Eurocurrency Rate Loan Borrowing) and (or, for Borrowings consisting of Base Rate Revolving Loans for which notice was provided to the Lenders after 12:00 noon (New York City TimeB) but no later than before 1:00 P.M. (New York City Time), before 3:00 P.M. (New York City Time)time) on the applicable date of such Borrowing Date(in the case of a LIBOR Floating Rate Loan Borrowing or a Base Rate Loan Borrowing), make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, Account for the relevant Currency in same day fundsSame Day Funds, such Lender’s ratable portion of such Borrowing; provided that, with respect to Borrowings of Eurocurrency Rate Loans, no Lender having a Termination Date prior to the Borrowing to be made on last day of the initial Interest Period for such Borrowing DateEurocurrency Rate Loans shall participate in such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIIIV, the Administrative Agent will make such funds available to the relevant Borrower no later than 3:30 P.M. (New York City Time) in such manner as the Administrative Agent and the Company may agree; provided, however, that the Administrative Agent shall first make a portion of such funds equal to the aggregate principal amount of any Swing Loan and Letter of Credit Loans as to which a Borrower shall have specified in has received timely notice made by the applicable Notice relevant Swing Loan Bank(s) or Issuing Bank(s), as the case may be, and by any other Lender and outstanding on the date of such Revolving Loan Borrowing., plus interest accrued and unpaid thereon to and as of such date, available to the relevant Swing Loan Bank(s) or Issuing Bank(s), as the case may be, and such other Lenders for repayment of such Swing Loans and Letter of Credit Loans. FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

Making the Revolving Loans. (a) Each Borrowing shall be in an amount not less than $1,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $100,000 in excess thereof and shall consist of Revolving Loans of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Borrowing shall be made on notice, given not later than 1:00 P.M. (New York City Timei) 11:00 A.M. on the third Business Day prior to the date of a Eurocurrency Rate Loan Borrowing, and (ii) 11:00 A.M. on the proposed Borrowing in the case day of a Borrowing consisting of Eurodollar Rate Revolving Loans, or not later than 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 Revolving LoansLoan Borrowing, by the Borrower Livent to the Administrative Agent, which shall give to each Lender prompt written notice thereofthereof by telecopier. Each such notice of a Revolving Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately made in writing by telecopier or facsimile electronic mail in substantially the form of Exhibit A B-1 hereto, specifying therein the requested (iA) date of such Borrowing Date for such Borrowing(which shall be a Business Day), (iiB) Currency and Type of Revolving Loans Loan comprising such Borrowing, (iiiC) aggregate amount of such Borrowing, and (ivD) in the case of a Borrowing consisting comprised of Eurodollar Eurocurrency Rate Revolving Loans, the initial Interest Period for each such Revolving Loan, and (E) the name of the applicable Borrower. Each Lender shall, shall (1) before 2:00 11:00 A.M. Local Time on the date of such Borrowing (in the case of a Eurocurrency Rate Loan Borrowing) and (2) before 1:00 P.M. on the date of such Borrowing (New York City Time) (or, for Borrowings consisting in the case of a Base Rate Revolving Loans for which notice was provided to the Lenders after 12:00 noon (New York City Time) but no later than 1:00 P.M. (New York City TimeLoan Borrowing), before 3:00 P.M. (New York City Time)) on the applicable Borrowing Date, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, Account for the relevant Currency in same day funds, such Lender’s ratable portion of the Borrowing to be made on such Borrowing DateBorrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIIIV (Conditions), the Administrative Agent will make such funds available to the relevant Borrower no later than 3:30 P.M. (New York City Time) in such manner as the Administrative Agent and such Borrower may agree; provided, however, that the Administrative Agent shall have specified in first make a portion of such funds equal to the applicable Notice aggregate principal amount of Borrowing.any Letter of Credit Loans as to which a Borrower has received timely notice made by the Issuing Banks and by any other Lender and outstanding on the date of such 65 -

Making the Revolving Loans. (a) Each Borrowing shall be in an amount not less than $1,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $100,000 in excess thereof and shall consist of Revolving Loans of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Borrowing shall be made on notice, given not later than 1:00 P.M. (New York City Time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Revolving Loans, or not later than 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 Revolving Loans, by the Borrower to the Administrative Agent, which shall give to each Lender prompt written notice thereof. Each such notice of a Revolving Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in DMSLIBRARY01\30351218.v6 writing or facsimile in substantially the form of Exhibit A hereto, specifying therein the requested (i) Borrowing Date for such Borrowing, (ii) Type of Revolving Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Rate Revolving Loans, the initial Interest Period for each such Revolving Loan. Each Lender shall, before 2:00 P.M. (New York City Time) (or, for Borrowings consisting of Base Rate Revolving Loans for which notice was provided to the Lenders after 12:00 noon (New York City Time) but no later than 1:00 P.M. (New York City Time), before 3:00 P.M. (New York City Time)) on the applicable Borrowing Date, make available for the account of its Applicable Lending Office to the Administrative Agent at the Agent’s Account, in same day funds, such Lender’s ratable portion of the Borrowing to be made on such Borrowing Date. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower no later than 3:30 P.M. (New York City Time) in such manner as the Borrower shall have specified in the applicable Notice of Borrowing.

Making the Revolving Loans. (a) Each Borrowing shall be in an amount not less than $1,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $100,000 in excess thereof and shall consist of Revolving Loans of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Loan Borrowing shall be made on notice, given not later than 1:00 P.M. (x) 12:00 noon (New York City Timetime) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Eurocurrency Rate Revolving LoansLoan Borrowing, or not later than 1:00 P.M. and (y) 11:00 A.M. (New York City Timetime) on the date of the proposed Borrowing in the case day of a Borrowing consisting of Base Rate Revolving LoansLoan Borrowing, by the U.S. Borrower (on its own behalf and on behalf of any Euro Borrower) to the Administrative Agent, which shall give to each Lender prompt written notice thereofthereof by telecopier. Each such notice of a Revolving Loan Borrowing (a “Notice of Revolving Loan Borrowing”) shall be by telephonemade in writing, or verbally and confirmed immediately in writing writing, by telecopier, electronic mail, telex or facsimile cable, in substantially the form of Exhibit A B-1 hereto, specifying therein the requested (i) date of such Revolving Loan Borrowing Date for such Borrowing(which shall be a Business Day), (ii) Currency and Type of Revolving Loans Loan comprising such Revolving Loan Borrowing, (iii) aggregate amount of such Revolving Loan Borrowing, and (iv) in the case of a Revolving Loan Borrowing consisting comprised of Eurodollar Eurocurrency Rate Revolving Loans, the initial Interest Period for each such Revolving Loan, and (v) the name of the Borrower (which shall be the U.S. Borrower or a Euro Borrower). Each Lender shall, shall (A) before 2:00 P.M. 11:00 A.M. Local Time on the date of such Borrowing (New York City Timein the case of a Eurocurrency Rate Loan Borrowing) and (or, for Borrowings consisting of Base Rate Revolving Loans for which notice was provided to the Lenders after 12:00 noon (New York City TimeB) but no later than before 1:00 P.M. (New York City Time), before 3:00 P.M. (New York City Time)time) on the applicable date of such Borrowing Date(in the case of a Base Rate Loan Borrowing), make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, Account for the relevant Currency in same day funds, such Lender’s ratable portion of the Borrowing to be made on such Borrowing DateBorrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIIIV (Conditions of Lending), the Administrative Agent will make such funds available to the relevant Borrower no later than 3:30 P.M. (New York City Time) in such manner as the Administrative Agent and the U.S. Borrower may agree; provided, however, that the Administrative Agent shall first make a portion of such funds equal to the aggregate principal amount of any Swing Loan and Letter of Credit Loans as to which a Borrower has received timely notice made by the Swing Loan Lender or the Issuing Banks, as the case may be, and by any other Lender and outstanding on the date of such Revolving Loan Borrowing, plus interest accrued and unpaid thereon to and as of such date, available to the Swing Loan Lender or the relevant Issuing Banks, as the case may be, and such other Lenders for repayment of such Swing Loans and Letter of Credit Loans. (b) Anything in subsection (a) above to the contrary notwithstanding, the U.S. Borrower may not select Eurocurrency Rate Loans for any Revolving Loan Borrowing if the aggregate amount of such Revolving Loan Borrowing is less than $1,000,000 or the Foreign Currency Equivalent thereof. (c) Subject to Sections 2.09(c) and 3.06, each Notice of Revolving Loan Borrowing shall be irrevocable and binding on the U.S. Borrower and the relevant Borrower. In the case of any Revolving Loan Borrowing by a Borrower which the related Notice of Revolving Loan Borrowing specifies is to be comprised of Eurocurrency Rate Loans, such Borrower shall have specified in the applicable Notice of Borrowing.indemnify each relevant Lender against any loss, cost or expense incurred by such Lender as a

Making the Revolving Loans. (a) Each Borrowing shall be in an amount not less than $1,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $100,000 in excess thereof and shall consist of Revolving Loans of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Borrowing shall be made on notice, given not later than 1:00 P.M. (New York City Time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Revolving Loans, or not later than 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 Revolving Loans, by the Borrower to the Administrative Agent, which shall give to each Lender prompt written notice thereof. Each such notice of a Revolving Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing or facsimile in substantially the form of Exhibit A hereto, specifying therein the requested (i) Borrowing Date for such Borrowing, (ii) Type of Revolving Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Rate Revolving Loans, the initial Interest Period for each such Revolving Loan. Each Lender shall, before 2:00 P.M. (New York City Time) (or, for Borrowings consisting of Base Rate Revolving Loans for which notice was provided to the Lenders after 12:00 noon (New York City Time) but no later than 1:00 P.M. (New York City Time), before 3:00 P.M. (New York City Time)) on the applicable Borrowing Date, make available for the account of its Applicable Lending Office to the Administrative Agent at the Agent’s Account, in same day funds, such Lender’s ratable portion of the Borrowing to be made on such Borrowing Date. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower no later than 3:30 P.M. p.m. (New York City Time) in such manner as the Borrower shall have specified in the applicable Notice of Borrowing.