Irrevocable Election. This election is irrevocable for Restricted Stock Units to be awarded in the calendar year after the year in which I complete this election, unless I revoke it on or before December 31 of the calendar year in which I make it. If I am to be appointed as a new director of the Corporation, this election is irrevocable for Restricted Stock Units to be awarded upon my appointment. I may revoke this deferral election for Restricted Stock Units by providing written notice to the Corporate Secretary on or before December 31 before the year in which the Restricted Stock Units are to be awarded. If I properly revoke this election, no Restricted Stock Units awarded in the year after the year in which I revoke the election will be deferred unless I make a new, timely deferral election.

Except as set forth in Section 5.4(b), prior to the initial establishment of a Deferred Compensation Account for a Director, the Director must elect that upon Separation from Service the values and quantities held in the Director’s Deferred Compensation Accounts be distributed to the Director, pursuant to the provisions of Section 7 in a single lump sum or in a series of annual installments not to exceed ten (10) years. The time for the commencement of distributions shall be elected by the Director and shall not be later than the first of the month coinciding with or next following the second anniversary of the Director’s Separation from Service. Notwithstanding the foregoing, a Director may elect to modify his or her distribution election to delay distribution under this Section 5.4 provided that such modification is subject to the requirements of the Modification Delay.

Initial Election. A Director’s Cash Account shall be paid in a lump-sum within 60 days after his/her Separation from Service; provided that the Director may elect (using a form approved by the Company) at the time of his/her initial Deferral Election to have his/her Cash Account paid in monthly installments over two to 20 years.

A Director who elects to participate in the deferral of Director’s Fees under the Plan shall file a deferral election on a form, which shall indicate:

Election Deadline. An individual who is a Director as of the first day of any Plan Year beginning on or after January 1, 2005 may elect to defer his or her Compensation for such Plan Year, by election duly filed with the Committee no later than December 1 of the immediately preceding Plan Year (or such later date as the Committee may authorize in its sole discretion, but not later than December 31 of such immediately preceding Plan Year).

Evergreen Election. A Director’s deferral election for a Plan Year beginning on or after January 1, 2005 shall apply to all subsequent Plan Years during which the Director is eligible to participate in the Plan unless and to the extent such election is revoked and/or a new and different election is made by the Director, no later than the deadline applicable under paragraph # above to such subsequent Plan Year.

Deferral Election. Each Director may elect, with respect to any Year, that all or any percentage of his or her Eligible Compensation be deferred in accordance with the terms of this Plan.

Election Changes. A Participant may not change his or her deferral election that is in effect for a Plan Year, unless permitted by the Bank in compliance with [Section 409A] of the Code.

Delay in Requests. Failure or delay on the part of any Lender or any L/C Issuer to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s or such L/C Issuer’s right to demand such compensation, provided that the Borrowers shall not be required to compensate a Lender or an L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such L/C Issuer, as the case may be, notifies the Partnership of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

Requests for Borrowing. The Borrower shall give the Administrative Agent irrevocable prior written notice substantially in the form of Exhibit B (a “Notice of Borrowing”) not later than 11:00 a.m. (i) on the same Business Day as each Base Rate Loan and each Swingline Loan and # at least three (3) Business Days before each LIBOR Rate Loan, of its intention to borrow, specifying # the date of such borrowing, which shall be a Business Day, # the amount of such borrowing, which shall be, # with respect to Base Rate Loans (other than Swingline Loans) in an aggregate principal amount of $500,000 or a whole multiple of $500,000 in excess thereof, # with respect to LIBOR Rate Loans in an aggregate principal amount of $500,000 or a whole multiple of $500,000 in excess thereof and # with respect to Swingline Loans in an aggregate principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, # whether such Loan is to be a Revolving Credit Loan or Swingline Loan, # in the case of a Revolving Credit Loan whether the Loans are to be LIBOR Rate Loans or Base Rate Loans, and # in the case of a LIBOR Rate Loan, the duration of the Interest Period applicable thereto. If the Borrower fails to specify a type of Loan in a Notice of Borrowing, then the applicable Loans shall be made as Base Rate Loans. If the Borrower requests a borrowing of LIBOR Rate Loans in any such Notice of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. A Notice of Borrowing received after 11:00 a.m. shall be deemed received on the next Business Day. The Administrative Agent shall promptly notify the Revolving Credit ​ of each Notice of Borrowing.