Common use of Borrowing Procedure Clause in Contracts

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the Business Day of a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the applicable Borrower shall hand deliver or fax telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the Business Day day of a the proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the applicable Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 (noon), New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the one Business Day of before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Term Loan Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Revolving Credit Borrowing, the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, such request by telephone not later than 1:00 12:00 p.m., New York City time, three Business Days before a proposed Borrowing, Borrowing of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and (b) in the case of an ABR Borrowing, not no later than 12:00 noonp.m., New York City time, on the Business Day before the date of a proposed BorrowingBorrowing in the case of a Borrowing of ABR Loans. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery, e-mail or on behalf fax to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (ia) whether the Borrowing then being requested is to be a Tranche A Borrowing of Term BorrowingLoans, a Tranche B Term BorrowingRevolving Credit Loans, an Incremental Term Borrowing Loans or a Incremental Revolving Credit BorrowingLoans (provided that, and whether such Borrowing is the Borrower shall not be permitted to be request a Eurodollar Borrowing or with an ABR Borrowing Interest Period in excess of one month until the earlier of (provided that until x) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001practicable) and (y) the Borrower shall not be permitted to request a Eurodollar Borrowingdate that is 30 days after the Closing Date); provided, however, that the initial Interest Period of any Eurodollar Borrowing made on the Funding Date shall commence on the Funding Date and end on a date reasonably satisfactory to the Administrative Agent specified by the Borrower in such Borrowing Request; (iib) the date of such Borrowing (which shall be a Business Day); (iiic) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (ivd) the amount of such BorrowingBorrowing (stated in the Available Currency); and (ve) if whether the Loans being made pursuant to such Borrowing is Borrowings are to be a initially maintained as ABR Loans or Eurodollar BorrowingLoans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 (noon), New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the one Business Day of before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. (a) In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f)Competitive Loan, as to which this Section 2.03 2.04 shall not apply), the applicable Borrower shall hand deliver or fax telecopy to the Administrative Agent a duly completed Borrowing Request in a form approved by the Administrative Agent (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon10:00 a.m., New York City time, on the Business Day day of a proposed such Borrowing; provided, however, that Borrowing Requests with respect to Borrowings to be made on the Closing Date may, at the discretion of the Administrative Agent, be delivered later than the times specified above. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the applicable Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); , (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly (and in any event on the same day that the Administrative Agent receives such notice, if received by 1:00 p.m., New York City time, on such day) advise the applicable Lenders of any notice given pursuant to this Section 2.03 2.04 (and the contents thereof), and of each Lender's portion of the requested Borrowing. (b) If the applicable Borrower shall not have delivered a Borrowing Request in accordance with this Section 2.04 prior to the end of the Interest Period then in effect for any Revolving Credit Borrowing and requesting that such Borrowing be refinanced, then such Borrower shall (unless such Borrower has notified the Administrative Agent, not less than three Business Days prior to the end of such Interest Period, that such Borrowing is to be repaid at the end of such Interest Period) be deemed to have delivered a Borrowing Request requesting that such Borrowing be refinanced with a new Borrowing of equivalent amount, and such new Borrowing shall be an ABR Borrowing.

Borrowing Procedure. In order to (a) To request a Revolving Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(fTerm Borrowing, the Administrative Borrower shall deliver a written request (by hand delivery, email through a “pdf” copy or telecopier, or facsimile transmission (or transmit by other electronic transmission if arrangements for doing so have been approved in writing by the Administrative Agent)), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax a duly completed and executed Borrowing Request to the Administrative Agent a duly completed Borrowing Request (ai) in the case of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three on the third Business Days Day before a the date of the proposed Borrowing, and Borrowing or (bii) in the case of an ABR Borrowing, not later than 12:00 noon1:00 p.m., New York City time, on the one Business Day of a prior to the proposed Borrowing. Each Borrowing Request for a Revolving Loan or a Term Loan shall be irrevocable, shall be signed by or on behalf of the Borrower irrevocable and shall specify the following information: information in compliance with Section 2.02: (i) whether the Borrowing then being requested is to be a Tranche A Term aggregate principal amount of such Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until which shall comply with the Administrative Agent shall have notified the Borrower that the primary syndication requirements of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar BorrowingSection 2.02(a); ; (ii) the date of such Borrowing (Borrowing, which shall be a Business Day); ; (iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (iv) in the number and location case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period” contained herein; (v) the location and number of the respective Borrower’s account to which funds are to be disbursed (disbursed, which shall be an account that complies comply with the requirements of Section 2.02(c)); ; (ivvi) that the amount of such Borrowing; conditions set forth in Sections 4.02(b) and (vc) if such are satisfied as of the date of the notice; and (vii) whether the requested Borrowing is to be a Eurodollar Revolving Borrowing or a Term Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such noticespecified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing is specified in any such noticeBorrowing, then the Administrative Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall promptly advise each applicable Lender of the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each the amount of such Lender's portion ’s Loan to be made as part of the requested Borrowing. (b) The Co-Borrower hereby irrevocably appoints the Administrative Borrower as its agent to request and receive Loans and Letters of Credit pursuant to this Agreement in the name or on behalf of the Co-Borrower. The Administrative Agent and the Lenders may disburse the Loans to such bank account of the Administrative Borrower or the Co-Borrower or otherwise make such Loans to a Borrower and provide such Letters of Credit to a Borrower as the Administrative Borrower may designate or direct, without notice to the other Borrower or any Guarantor. The Administrative Borrower hereby accepts the appointment by the Co-Borrower to act as the agent of the Co-Borrower and agrees to ensure that the disbursement of any Loans to a Borrower requested by or paid to or for the account of such Borrower, or the issuance of any Letter of Credit for a Borrower hereunder, shall be paid to or for the account of such Borrower. The Co-Borrower hereby irrevocably appoints and constitutes the Administrative Borrower as its agent to receive statements on account and all other notices from the Agents and the Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Loan Documents. Any notice, election, representation, warranty, agreement or undertaking made on behalf of the Co-Borrower by the Administrative Borrower shall be deemed for all purposes to have been made by the Co-Borrower, as the case may be, and shall be binding upon and enforceable against the Co-Borrower to the same extent as if made directly by the Co-Borrower. (c) All Loans or Letters of Credit requested by the Administrative Borrower for ultimate use by the Loan Parties may be drawn or obtained in the name of the Administrative Borrower or the name of the Co-Borrower. Upon request, the Administrative Borrower shall promptly confirm for the Administrative Agent that each Loan or Letter of Credit has been issued in the name of the appropriate Borrower and, in the event of any error, the respective records shall be adjusted without prejudice to the rights of the Agents or the Lenders.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or Loan, a deemed Borrowing pursuant to Section 2.02(f) or a Mandatory Borrowing pursuant to Section 2.22(f), in each case, as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 (noon), New York City time, three Business Days before a proposed Borrowing, Borrowing and (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on the Business Day of a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27within 30 days after the Closing Date), 2001) the Borrower shall not be permitted to request a Eurodollar BorrowingBorrowing with an Interest Period in excess of one month); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, provided that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion ’s Pro Rata Percentage of the requested Borrowing.

Borrowing Procedure. In order Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f)the Swing Line Lender and the Administrative Agent, as to which this Section 2.03 shall not apply), may be given by telephone. Each such notice must be received by the Borrower shall hand deliver or fax to Swing Line Lender and the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, p.m. on the Business Day of a proposed Borrowing. Each Borrowing Request shall be irrevocablerequested borrowing date, shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is amount to be borrowed, which shall be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowingminimum of $100,000, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (requested borrowing date, which shall be a Business Day); (iii) . Each such telephonic notice must be confirmed promptly by delivery to the number Swing Line Lender and location the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the account to which funds are to be disbursed (which shall be an account that complies Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the requirements Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of Section 2.02(c)); the contents thereof. Unless the Swing Line Lender has received notice (ivby telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of §2.10.1, or (B) that one or more of the applicable conditions specified in §§11 and 12 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as its Swing Line Loan available to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested BorrowingBorrower.

Borrowing Procedure. In order to To request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f)Revolving Borrowing, as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (aconfirmed by telecopy or e-mail no later than one Business Day following such request, which, in the case of e-mail confirmation, shall be sent to each e-mail address set forth on Schedule ML attached hereto or at such other e-mail addresses as the Administrative Agent designates in writing) (i) in the case of a Eurodollar Revolving Borrowing, not later than 1:00 p.m., New York City time, three Business Days before a the date of the proposed Borrowing, and (b) Borrowing or in the case of an ABR Borrowing, Borrowing (other than Swingline Loans) not later than 12:00 noon1:00 p.m., New York City time, on the Business Day of a the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by or on behalf of the Borrower Borrower. Each such telephonic and written Borrowing Request shall specify the following information: information in compliance with Section 2.02: (ia) whether the requested Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Revolving Borrowing or a Revolving Credit Swingline Loan; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, and which shall be a Business Day; (d) whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing or a Eurodollar Revolving Borrowing; (provided e) in the case of a Eurodollar Revolving Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; provided, that until the earlier of (i) the date on which the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); and (ii) the date of such Borrowing (which is 180 days after the Original Closing Date, the Interest Period shall be a Business Day); one month; (iiif) the location and number and location of the Borrower’s account to which funds are to be disbursed (disbursed, which shall be an account that complies comply with the requirements of Section 2.02(c))2.02; and (ivg) that the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements conditions set forth in Section 2.024.02 (b)-(e) are satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified in any such noticespecified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing is specified in any such noticeRevolving Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month's duration’s duration (subject to the proviso in clause (e) above). The Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall promptly advise notify Collateral Agent of the applicable Lenders borrowing Request, confirm with Collateral Agent that the funding of any notice given pursuant to such Borrowing Request is in conformity with this Section 2.03 (and advise each Lender of the contents thereof), details thereof and of each the amount of such Lender's portion ’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall notify the Administrative Agent by telephone (promptly confirmed by fax) or shall hand deliver or fax to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 (noon), New York City time, three Business Days before a proposed Borrowing, Borrowing and (b) in the case of an ABR Borrowing, not later than 12:00 (noon), New York City time, on the one Business Day of before a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the initial Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to in accordance with this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to To request a Revolving Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Term Borrowing, the Borrower shall deliver, by hand deliver delivery or fax facsimile (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agent), a duly completed and executed Request for Credit Extension to the Administrative Agent a duly completed Borrowing Request (ai) in the case of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three Business Days before a the date of the proposed BorrowingBorrowing (or, and in the case of the initial extension of credit on the Closing Date, one Business Day before) or (bii) in the case of an ABR Borrowing, not later than 12:00 noon1:00 p.m., New York City time, on the Business Day date of a the proposed Borrowing. Each Borrowing Request for Credit Extension for a Revolving Loan or a Term Loan shall be irrevocable, shall be signed by or on behalf of the Borrower irrevocable and shall specify the following informationinformation in compliance with Section 2.02: (ia) whether the requested Borrowing then being requested is to be a Tranche A Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and Business Day; (d) whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (iie) in the date case of such Borrowing (a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a Business Day)period contemplated by the definition of “Interest Period”; (iiif) the location and number and location of the Borrower’s account to which funds are to be disbursed (disbursed, which shall be an account that complies comply with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (vg) if such Borrowing is and to be a Eurodollar Borrowingthe extent required under Section 4.01, that the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements conditions set forth in clauses (a) and (b) of Section 2.024.01 are satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any requested Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Promptly following receipt of a Request for Credit Extension in accordance with this Section 2.03, the Administrative Agent shall promptly advise each Lender of the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each the amount of such Lender's portion ’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the applicable Borrower shall hand deliver or fax to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Fixed Rate Borrowing, not later than 1:00 p.m., New York City timeLocal Time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR a Daily Rate Borrowing, not later than 12:00 noon, New York City timeLocal Time, on the Business Day of a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the applicable Borrower and shall specify the following information: (i) whether the currency and Class of such Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Fixed Rate Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Daily Rate Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Fixed Rate Borrowing, the Interest Period or Contract Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR a Daily Rate Borrowing if denominated in dollars or Canadian Dollars, and a Fixed Rate Borrowing with a one-month Interest Period or Contract Period otherwise. If no election as to the Class of any Revolving Credit Borrowing by the U.S. Borrower is received, then, to the extent of the available Domestic Revolving Credit Commitments, such Borrowing shall be a Domestic Revolving Credit Borrowing. If no Interest Period or Contract Period with respect to any Eurodollar Fixed Rate Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period or Contract Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on the Business Day day of a proposed BorrowingBorrowing (or, with respect to the Borrowing of Term Loans of any Type on the Restatement Date, such shorter notice as is reasonably acceptable to the Administrative Agent). Each Borrowing Request shall be irrevocableirrevocable (other than any Borrowing Request with respect to the Borrowing of Term Loans on the Restatement Date), shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); , (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f)Competitive Borrowing, as to which this Section 2.03 2.04 shall not apply), the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on the Business Day day of a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed confirmed promptly by hand delivery or on behalf telecopy to the Administrative Agent of a written Borrowing Request substantially in the Borrower form of Exhibit C or such other form as shall be acceptable to the Administrative Agent and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 2.04 (and the contents thereof), and of each Lender's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 (noon), New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 (noon), New York City time, on the one Business Day of before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery, e-mail or on behalf facsimile transmission to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27within 30 days after the Closing Date), 2001) the Borrower shall not be permitted to request a Eurodollar BorrowingBorrowing with an Interest Period in excess of one month); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f2.2(f), as to which this Section 2.03 2.3 shall not apply), the Borrower shall hand deliver or fax to the Administrative Agent (or give telephonic notice promptly confirmed by written notice) a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 (noon), New York City timeLocal Time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 (noon), New York City time, on the one Business Day of before a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A US$ Term Loan Borrowing, a Tranche B Euro Term Loan Borrowing, an Incremental Term Loan Borrowing or a Revolving Credit Borrowing, whether such Borrowing is denominated in Dollars or an Alternative Currency, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided provided, that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans Commitment has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27within 7 days after the Closing Date), 2001) the Borrower shall not be permitted to request a Eurodollar BorrowingBorrowing for any Loans denominated in US Dollars); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.022.2. If no election as to the Type of Borrowing is specified in any such notice, then (a) if such Borrowing is denominated in US Dollars, the requested Borrowing shall be an ABR Borrowing and (b) if such Borrowing is denominated in an Alternative Currency, the requested Borrowing shall be a Eurodollar Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 2.3 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request Each Borrowing, each conversion of a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax from one Type to the other, and each continuation of a Term SOFR Borrowing shall be made upon Borrower’s irrevocable notice to Administrative Agent, which may be given by telephone. Each such notice must be received by Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, 11:00 a.m. three U.S. Government Securities Business Days before a proposed Borrowing, prior to the requested date of any Term SOFR Borrowing and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the Business Day requested date of any Base Rate Borrowing. Each telephonic notice by Borrower pursuant to this Section 2.1(c) must be confirmed promptly by delivery to Administrative Agent of a proposed Borrowingwritten Borrowing Request, appropriately completed and signed by a Responsible Officer of Xxxxxxxx. Each Borrowing of, conversion to or continuation of a Term SOFR Borrowing shall be in a principal amount of $1,000,000 or a whole multiple of $200,000 in excess thereof. Except as provided in Section 2.2(c), each Borrowing of or conversion to a Base Rate Borrowing shall be in a principal amount of $250,000 or a whole multiple of $50,000 in excess thereof; provided that a Base Rate Borrowing may be in an amount equal to the Revolving Credit Availability. Each Borrowing Request shall be irrevocable, shall be signed by (whether telephonic or on behalf of the Borrower and written) shall specify the following information: (i) whether the Borrowing then being requested Borrower is to be requesting a Tranche A Term Borrowing, a Tranche B Term Borrowingconversion of Borrowings from one Type to the other, an Incremental Term Borrowing or a Revolving Credit Borrowingcontinuation of Borrowings, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the requested date of such Borrowing the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day); , (iii) the number and location principal amount of the account to which funds are Borrowings to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); borrowed, converted or continued, (iv) the amount Type of such Borrowing; Borrowings to be borrowed or to which existing Borrowings are to be converted, and (v) if such Borrowing is to be a Eurodollar Borrowingapplicable, the duration of the Interest Period with respect thereto; provided. If Borrower fails to specify a Type of Borrowing in a Borrowing Request or if Borrower fails to give a timely notice requesting a conversion or continuation, howeverthen the applicable Borrowings shall be made as, thator converted to, notwithstanding any contrary specification Base Rate Borrowings. Any such automatic conversion to Base Rate Borrowings shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Borrowings. If Borrower requests a Borrowing of, conversion to, or continuation of a Term SOFR Borrowing in any such Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as but fails to the Type of Borrowing is specified in any such noticespecify an Interest Period, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall it will be deemed to have selected specified an Interest Period of one (1) month's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request in writing or by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before a proposed Borrowing, Borrowing and (b) in the case of an ABR Borrowing, not later than 12:00 noon1:00 p.m., New York City time, on the one (1) Business Day of before a proposed Borrowing. Each Borrowing Request such notice shall be irrevocable, and any telephonic notice shall be signed confirmed promptly by or on behalf delivery of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; Borrowing and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, provided that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion ’s pro rata share of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request in writing (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three Business Days before a proposed Borrowing (or, in the case of the extension of credit on the Restatement Effective Date, prior to the proposed Borrowing), and (b) in the case of an ABR Borrowing, not later than 12:00 noon1:00 p.m., New York City time, on the one Business Day of before a proposed Borrowing. Each Borrowing such Request for Credit Extension shall be irrevocable, shall irrevocable (but may be signed by conditioned upon the prepayment of indebtedness or on behalf the consummation of the Borrower a specified transaction) and shall specify the following information: (i) whether the Borrowing then being requested is Class of Loans to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, borrowed and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing RequestRequest for Credit Extension, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, 12:30 p.m. three Business Days before a proposed Borrowing, Borrowing and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the 12:30 p.m. one Business Day of before a proposed Borrowing. Each Borrowing Request such telephonic request shall be irrevocable, shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the initial Interest Period or Interest Periods with respect thereto; provided, however, that, that notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f)Competitive Borrowing, as to which this Section 2.03 2.04 shall not apply), the Borrower shall hand deliver or fax telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days before a proposed Borrowing, Borrowing and (b) in the case of an ABR Borrowing, not later than 12:00 noon10:00 a.m., New York City time, on the Business Day day of a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower Borrower, and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 2.04 (and the contents thereof), and of each Lender's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f) or 2.02(g), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax telecopy (with receipt confirmed telephonically) to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 noon, New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on the same Business Day of a as the proposed BorrowingBorrowing is to be made. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Tender Facility Borrowing, a Tranche B Term Facility Borrowing, an Incremental Term a Pre-Merger Revolving Facility Borrowing or a Post-Merger Revolving Credit Facility Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly (and in any event on the same day that the Administrative Agent receives such notice, if received by 1:00 p.m., New York City time, on such day) advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan Competitive Borrowing or a deemed Borrowing pursuant to Section 2.02(f)) hereof, as to which this Section 2.03 2.04 shall not apply), the Borrower shall hand deliver or fax telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City Dallas, Texas time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon10:00 a.m., New York City timeDallas, Texas on the date (which shall be a Business Day Day) of a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower it being understood that the primary syndication of Borrowing on the Commitments and Loans has been completed (which notice Closing Date shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar an ABR Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))) hereof; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; and (vi) if the Borrower has complied with each condition set forth in Section 2.02(b) hereof; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Competitive Borrowing shall comply with the requirements set forth in Section 2.022.03 hereof. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 2.04 hereof (and the contents thereof), and of each Lender's portion of the requested Borrowing.

Borrowing Procedure. In order to request the case of Revolving Loans and EPL Loans, by delivering a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax Request to the Administrative Agent on or before noon, New York time, on a duly completed Business Day, the Borrower, in the case of Revolving Loans, or EPL, in the case of EPL Loans, may from time to time irrevocably request, on the same Business Day’s notice in the case of Base Rate Loans, or three Business Days’ notice in the case of LIBO Rate Loans, and in either case not more than five Business Days’ notice, that a Borrowing Request be made, (a) in the case of a Eurodollar BorrowingLIBO Rate Loans, not later than 1:00 p.m.in an aggregate minimum amount of $1,000,000 and an integral multiple of $1,000,000, New York City time, three Business Days before a proposed Borrowing, and (b) in the case of Base Rate Loans, in an ABR Borrowingaggregate minimum amount of $1,000,000 and an integral multiple of $1,000,000 or, not later than 12:00 noonin either case, in the unused amount of the Revolving Loan Availability or the EPL Loan Availability, as applicable; provided, that no LIBO Rate Loans may be advanced when any Default, Borrowing Base Deficiency or EPL Borrowing Base Deficiency has occurred and is continuing. Each such irrevocable request may be made by telephone confirmed promptly by hand delivery, electronic mail or facsimile to the Administrative Agent of the applicable Borrowing Request. On the terms and subject to the conditions of this Agreement, each Borrowing shall be comprised of the Type of Loans, and shall be made on the Business Day, specified in such Borrowing Request. In the case of Revolving Loans or EPL Loans, on or before 11:00 a.m., New York City time, on the such Business Day (or 3:00 p.m., New York time, in the case of a proposed Borrowing. Each Borrowing Request Base Rate Loan requested on the same Business Day), each Lender that has a Revolving Loan Commitment or EPL Loan Commitment, as applicable, to make the Loans being requested shall be irrevocable, shall be signed by or on behalf deposit with the Administrative Agent same day funds in an amount equal to such Revolving Lender’s Percentage of the Borrower and shall specify requested Borrowing or such EPL Lender’s Percentage of the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, as applicable. Such deposit will be made to an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until account which the Administrative Agent shall have notified specify from time to time by notice to the Borrower that Revolving Lenders or EPL Lenders, as applicable. To the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which extent funds are to be disbursed (which shall be an account that complies with received from the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar BorrowingRevolving Lenders or EPL Lenders, as applicable, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly advise make such funds available to the applicable Lenders of Borrower or EPL, as applicable, by wire transfer to the accounts the Borrower or EPL, as applicable, shall have specified in its Borrowing Request. No Lender’s obligation to make any notice given pursuant Loan shall be affected by any other Lender’s failure to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested Borrowingmake any Loan.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the The Borrower shall hand deliver or fax request the borrowing of a Loan by delivering to the Administrative Agent Lender a duly completed written Borrowing Request (a) in Notice signed by the case of a Eurodollar BorrowingBorrower, not which shall be delivered to the Lender by no later than 1:00 p.m., New York City time, three Business Days before a proposed Borrowing, and fifteen (b15) in days (or such shorter period as may be agreed by the case Lender) prior to the date of an ABR Borrowing, not later than 12:00 noon, New York City time, on the Business Day of a proposed Borrowingrequested borrowing. Each Borrowing Request Notice shall be irrevocable, shall be signed by or on behalf of the Borrower irrevocable and shall specify the following information: (i) whether the Borrowing then being Tranche that is requested is to be a Tranche A Term Borrowingby the Borrower, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing the requested borrowing (which shall be a Business DayDay not less than fifteen (15) days after delivery, or such shorter period as may be agreed by the Lender); , (iii) the number and location aggregate principal amount of the account to which funds are Tranche to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); borrowed, (iv) the amount specific purposes to which the proceeds of such Borrowing; Loan shall be applied (as permitted by Section 2.5 below), and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements other information and certifications as set forth in Section 2.02the form of Borrowing Notice and as the Lender shall otherwise have reasonably requested. If no election as Each submittal of a Borrowing Notice by the Borrower to the Type of Borrowing is specified in any such noticeLender shall constitute a separate representation, then warranty and covenant by the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then Borrower that the conditions precedent thereto have been satisfied and that the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly advise use and apply the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion proceeds of the requested BorrowingLoan solely as set forth in such Borrowing Notice. No Tranche shall be advanced if a Default or Event of Default has occurred and is continuing (unless the Lender has waived the relevant Default or Event of Default for the purpose of advancing the Loan).

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the Borrower shall hand deliver or fax telecopy to the Administrative Agent a duly completed Borrowing Request in the form of Exhibit A (ai) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days before a proposed such Borrowing, and (bii) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, one Business Day before such Borrowing, and (iii) in the case of the initial Borrowing, not later than 3:00 p.m., New York City time, on the Business Day day of a proposed such Borrowing. Each Borrowing Request Such notice shall be irrevocable, shall be signed by or on behalf of the Borrower irrevocable and shall in each case specify the following information: (iA) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing Borrowing, (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (iiB) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and thereof, (vC) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, howeverwhich shall not end after the Maturity Date, thatand (D) the location and number of the Borrower's account to which funds are to be disbursed, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing which shall comply with the requirements set forth in Section 2.02of this Agreement. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be deemed an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's durationduration (subject to the limitations set forth in the definition of "Interest Period"). If the Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. Notwithstanding any other provision of this Agreement to the contrary, no Borrowing shall be requested if the Interest Period with respect thereto would end after the Maturity Date. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), ) as to which this Section 2.03 shall not apply), the a Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar BorrowingTerm SOFR Borrowing denominated in Dollars, not later than 1:00 p.m.12:00 (noon), New York City time, three Business Days before a proposed Borrowing, Borrowing and (b) in the case of a Eurocurrency Borrowing denominated in a Designated Foreign Currency, not later than 12:00 (noon), New York City time, four Business Days before a proposed Borrowing and (c) in the case of an ABR Borrowing, not later than 12:00 (noon), New York City time, on the one Business Day of before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, irrevocable and shall be signed confirmed promptly by hand delivery, fax or on behalf e-mail delivery to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Borrowing of Tranche A B-1 U.S. Term BorrowingLoans, a Tranche B B-2 U.S. Term BorrowingLoans, an Tranche B-3 U.S. Term Loans, European Term Loans, Incremental Term Borrowing Loans of any other Class, Revolving Loans or a Other Revolving Credit Borrowing, Loans and whether such Borrowing is to be a Eurodollar Eurocurrency Borrowing, a Term SOFR Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar FBR Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount and currency of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Eurocurrency Borrowing or a Term SOFR Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, (x) each requested Borrowing shall comply with the requirements set forth in Section 2.022.02 and (y) no Borrowing may be requested to be made on the same day that a prepayment under Section 2.12 of Loans of the same Class and Type the requested Borrowing is scheduled to be made. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be in the case of Borrowing denominated in Dollars, an ABR Borrowing, and, in the case of a Borrowing denominated in a Designated Foreign Currency, a Eurocurrency Borrowing. If no Interest Period with respect to any Eurodollar Eurocurrency Borrowing or Term SOFR Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request in writing or by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 (noon), New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Term Borrowing, not later than 12:00 noon, New York City time, one Business Day before a proposed Borrowing and (c) in the case of an ABR Revolving Borrowing, 10:00 a.m., New York City time, on the Business Day day of a proposed Borrowing. Each Borrowing Request such notice shall be irrevocable, and any telephonic notice shall be signed confirmed promptly by or on behalf delivery of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Class of such Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; Borrowing and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, provided that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion ’s pro rata share of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the Borrower shall hand deliver or fax telecopy to the Administrative Agent a duly completed Borrowing Request (ai) in the case of a Eurodollar Eurocurrency Borrowing, not later than 1:00 4:00 p.m., New York City time, three Business Days before a proposed Borrowing, and (bii) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the one Business Day of before a proposed Borrowing; provided, however, that Borrowing Requests with respect to Borrowings to be made on the Effective Date may, at the discretion of the Administrative Agent, be delivered later than the times specified above. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: (iA) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Eurocurrency Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (iiB) the date of such Borrowing (which shall be a Business Day); (iiiC) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)) and shall be an office of the Administrative Agent in New York); (ivD) the amount of such Borrowing; and (vE) if such Borrowing is to be a Eurodollar Eurocurrency Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Eurocurrency Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly (and in any event on the same day that the Administrative Agent receives such notice, if received by 1:00 p.m., New York time, on such day) advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), ) and of each Lender's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan Dollar Borrowing or a deemed Borrowing pursuant to Section 2.02(f2.2(f), as to which this Section 2.03 2.3 shall not apply), the applicable Borrower (or the Company on behalf of such Borrower) shall hand deliver or fax telecopy to the Administrative Agent a duly completed Borrowing Request (or telephone the Administrative Agent, promptly confirmed with a written and duly completed Borrowing Request) (a) in the case of a Eurodollar Eurocurrency Borrowing, not later than 1:00 p.m.12:00 (noon), New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon1:00 p.m., New York City time, on the one Business Day of before a proposed Borrowing. Each Borrowing Request (including a telephonic Borrowing Request) shall be irrevocable, shall be signed by or on behalf of the applicable Borrower (or by the Company on behalf of such Borrower) and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Dollar Borrowing or an Alternative Currency Borrowing (and the relevant currency and amount thereof); (ii) if such Borrowing is to be denominated in dollars, whether it is to be a Eurocurrency Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (iiiii) the date of such Borrowing (which shall be a Business Day); (iiiiv) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (ivv) the amount of such Borrowing (which shall be specified in dollars if a Dollar Borrowing, and in the relevant Alternative Currency, if an Alternative Currency Borrowing); (vi) subject to the limitations of Section 2.1 and Section 2.22, the currency of such Borrowing; and (vvii) if such Borrowing is to be a Eurodollar Eurocurrency Borrowing, the initial Interest Period with respect thereto; and (viii) whether such Borrowing is a Swingline Borrowing or a Revolving Borrowing; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election 2.2 and, as to the Type of Borrowing is specified in any such noticeapplicable, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested Borrowing.Section

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to of Swing Line Loans under Section 2.02(f), 2.22 as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 (noon), New York City time, three (3) Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 (noon), New York City time, on the Business Day prior to the requested date of a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27within 30 days after the Closing Date), 2001) the Borrower shall not be permitted to request a Eurodollar BorrowingBorrowing with an Interest Period in excess of one month); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the Borrower shall hand deliver or fax telecopy to the Administrative Agent a duly completed Borrowing Request substantially in the form of Exhibit B (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 (noon), New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the one Business Day of before a proposed Borrowing; provided, however, that Borrowing Requests with respect to Borrowings to be made on the Closing Date may, at the discretion of the Administrative Agent, be delivered later than the times specified above. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit BorrowingBorrowing (and in the case of a Term Borrowing the Commitments pursuant to which the Loans comprising such Borrowing are to be made), and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) in the case of a Borrowing the proceeds of which are to be received by the Borrower, the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly (and in any event on the same day that the Administrative Agent receives such notice, if received by 1:00 p.m., New York City time, on such day) advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested Borrowing. If the Borrower shall not have delivered a Borrowing Request in accordance with this Section 2.03 prior to the end of the Interest Period then in effect for any Revolving Credit Borrowing requesting that such Borrowing be refinanced, then the Borrower shall (unless the Borrower has notified the Administrative Agent, not less than three Business Days prior to the end of such Interest Period, that such Borrowing is to be repaid at the end of such Interest Period) be deemed to have delivered a Borrowing Request requesting that such Borrowing be refinanced with a new Borrowing of equivalent amount, and such new Borrowing shall be an ABR Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 noon, New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the one Business Day of before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27within 14 Business Days after the Closing Date), 2001) the Borrower shall not be permitted to request a Eurodollar BorrowingBorrowing with an Interest Period in excess of one month); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax telecopy to the Administrative Paying Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR a Base Rate Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on the Business Day of a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or a Base Rate Borrowing and whether such Borrowing is to be an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Acquisition Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); , (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. Any request for a Term Borrowing by the Borrower shall be allocated between the Tranche A Commitments and the Tranche B Commitments pro rata in accordance with the aggregate unused amounts of such Commitments. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR a Base Rate Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Paying Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested Borrowing.

Borrowing Procedure. In order to To request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f)Loans, as to which this Section 2.03 shall not apply), the Borrower shall deliver, by hand deliver delivery or fax to the Administrative Agent telecopier, a duly completed and executed Borrowing Request to Administrative Agent (ai) in the case of a Eurodollar BorrowingLoans, not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days before a the date of the proposed Borrowing, and Borrowing or (bii) in the case of an ABR BorrowingLoans, not later than 12:00 noon11:00 a.m., New York City time, on the date of the proposed Borrowing; provided, that, the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the initial Credit Extensions; provided, further, that, Borrower may make telephonic requests for Loans so long as a proposed Borrowingduly completed written and executed Borrowing Request is received prior to the times set forth above. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower irrevocable and shall specify the following information: information in compliance with Section 2.02: (ia) the aggregate amount of such borrowing; (b) whether the Borrowing then being requested such borrowing is to be a Tranche A Term Borrowingfor ABR Loans or Eurodollar Loans; (c) in the case of Eurodollar Loans, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is the initial Interest Period to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable andapplicable thereto, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); period contemplated by the definition of the term “Interest Period”; (iiid) the location and number and location of the Borrower’s account to which funds are to be disbursed disbursed; and (which shall be an account that complies with e) in the requirements case of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any initial Borrowing Request, each requested that the conditions set forth in Sections 4.02 and 4.03 have been satisfied as of the date of the notice and in the case of any other Borrowing shall comply with Request, that the requirements conditions set forth in Section 2.024.03 have been satisfied as of the date of the notice. If no election as to the Type of Borrowing Loans is specified in any such noticespecified, then the requested Borrowing borrowing shall be an for ABR BorrowingLoans. If no Interest Period Promptly following receipt of a Borrowing Request in accordance with respect to any Eurodollar Borrowing is specified in any such noticethis Section 2.03, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly advise each Lender of the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each the amount of such Lender's portion ’s Loan to be made as part of the requested Borrowing, which amount shall not exceed such Lender’s Commitments.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), ) or a Borrowing of Swing Line Loans under Section 2.22 as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 (noon), New York City time, three (3) Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 (noon), New York City time, on the Business Day prior to the requested date of a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, Revolving Credit Borrowing or an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable andpracticable), in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar BorrowingBorrowing with an Interest Period in excess of one month); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f)Competitive Borrowing, as to which this Section 2.03 2.04 shall not apply), the Borrower shall hand deliver or fax telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days before a proposed Borrowing, Borrowing and (b) in the case of an ABR Borrowing, not later than 12:00 noon10:00 a.m., New York City time, on the Business Day day of a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower Borrower, and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 2.04 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f)Competitive Borrowing, as to which this Section 2.03 2.04 shall not apply), the Borrower shall hand deliver by hand, telecopy or fax other writing transmitted electronically (including in the form of a .pdf attachment) to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 Noon, New York City time, three Business Days before a proposed Borrowing, Borrowing and (b) in the case of an ABR Borrowing, not later than 12:00 noonNoon, New York City time, on the Business Day day of a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower an Authorized Representative, and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such noticenotice by the Borrower, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 2.04 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f)Competitive Borrowing, as to which this Section 2.03 2.04 shall not apply), the Borrower shall hand deliver or fax telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days before a proposed Borrowing, Borrowing and (b) in the case of an ABR Borrowing, not later than 12:00 noon10:00 a.m., New York City time, on the Business Day day of a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower Borrower, shall be accompanied by a Ratio Certificate (if the requested Borrowing is to be made prior to the Raytheon Merger) and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 2.04 (and the contents thereof), and of each Lender's portion of the requested Borrowing.

Borrowing Procedure. In order to To request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f)Loans, as to which this Section 2.03 shall not apply), the Borrower shall deliver, by hand deliver delivery or fax telecopier, a duly completed and executed Borrowing Request to the Administrative Agent a duly completed Borrowing Request (ai) in the case of a Eurodollar BorrowingEurocurrency Loans in dollars, not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days before a the date of the proposed Borrowing, and (bii) in the case of Eurocurrency Loans in an ABR BorrowingAlternate Currency, not later than 12:00 noon11:00 a.m., New York City time, four Business Days before the date of the proposed borrowing or (iii) in the case of ABR Loans, not later than 10:00 a.m., New York City time, on the Business Day date of a the proposed Borrowingborrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower irrevocable and shall specify the following information: information in compliance with Section 2.02: (ia) whether the Borrowing then being requested borrowing is to be a Tranche A borrowing of Revolving Loans, or Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing Loans; (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001b) the Borrower shall not be permitted to request a Eurodollar Borrowing); aggregate amount of such borrowing; (iic) the date of such Borrowing (borrowing, which shall be a Business Day); (d) whether such borrowing is to be for ABR Loans or Eurocurrency Loans; (e) in the case of Eurocurrency Loans, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; provided that until the date on which the Lead Arrangers shall have notified Borrower that a Successful Syndication has been achieved, the Interest Period shall be one month; (iiif) the location and number and location of the Borrower’s account to which funds are to be disbursed (disbursed, which shall be an account that complies comply with the requirements of Section 2.02(c)); ; (ivg) that the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements conditions set forth in Section 2.024.02 or Sections 4.03(b)-(d), as the case may be, have been satisfied as of the date of the notice; and (h) in the case of Eurocurrency Loans in an Alternate Currency, the Alternate Currency for such Loans. If no election as to the Type of Borrowing Loans is specified for Loans in any such noticedollars, then the requested Borrowing borrowing shall be an for ABR BorrowingLoans. If no Interest Period is specified with respect to any Eurodollar Borrowing is specified in any such noticerequested Eurocurrency Loan, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall promptly advise each applicable Lender of the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each the amount of such Lender's portion ’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. (a) In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 2.03(a) shall not apply), the U.S. Borrower shall hand deliver or fax to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Eurocurrency Borrowing, not later than 1:00 p.m., New York City timeStandard Time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing under the U.S. Commitments not later than 11:00 a.m., Standard Time, on the day of the proposed Borrowing, and (c) in the case of an ABR Borrowing under the Canadian Commitments, not later than 12:00 noon2:00 p.m., New York City timeStandard Time, on the one Business Day of a before the proposed Borrowing. Each such Borrowing Request shall be irrevocable, shall be signed by or on behalf of the U.S. Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term BorrowingU.S. Borrowing or, if at the time of such request the U.S. Commitments have been fully utilized, a Tranche B Term Canadian Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and ; (ii) whether such Borrowing is to be a Eurodollar Eurocurrency Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (iiiii) the date of such Borrowing (which shall be a Business Day); (iiiiv) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (ivv) the amount of such Borrowing; and (vvi) if such Borrowing is to be a Eurodollar Eurocurrency Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Eurocurrency Borrowing is specified in any such notice, then the U.S. Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 2.03(a) (and the contents thereof), and of each Lender's portion of the requested Borrowing. (b) In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03(b) shall not apply), the Canadian Borrower (or the U.S. Borrower on its behalf) shall hand deliver or fax to the Canadian Administrative Agent a duly completed Borrowing Request (a) in the case of a B/A Borrowing or a Eurocurrency Borrowing, not later than 1:00 p.m., Standard Time, three Business Days before the proposed Borrowing and (b) in the case of a Canadian Prime Rate Borrowing or U.S. Base Rate Borrowing, not later than 3:00 p.m., Standard Time, one Business Day before the proposed Borrowing. Each such Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Canadian Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be denominated in Canadian dollars or U.S. dollars; (ii) whether such borrowing is to be a Canadian Prime Rate Borrowing, a B/A Borrowing, a U.S. Base Rate Borrowing or a Eurocurrency Borrowing; (iii) the date of such Borrowing (which shall be a Business Day); (iv) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (v) the amount of such Borrowing; and (vi) if such Borrowing is to be a B/A Borrowing or a Eurocurrency Borrowing, the Contract Period or Interest Period, respectively, therefor; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be a Canadian Prime Rate Borrowing (if denominated in Canadian dollars) or a U.S. Base Rate Borrowing (if denominated in U.S. dollars). If no Contract Period or Interest Period with respect to a B/A Borrowing or Eurocurrency Borrowing has been specified in any such notice, then the Canadian Borrower shall be deemed to have selected a Contract Period or Interest Period of 30 days' or one month's duration, respectively. The Canadian Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03(b) (and the contents thereof), and of each Lender's portion of the requested Borrowing.

Borrowing Procedure. In order to (a) To request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the Borrower shall deliver, by hand deliver or fax delivery, telecopier or, to the extent separately agreed by the Administrative Agent, by an electronic communication in accordance with the second sentence of Section 11.01(b) and the second paragraph of Section 11.01(d), a duly completed and executed Borrowing Request to the Administrative Agent a duly completed Borrowing Request (ai) in the case of a Eurodollar Rate Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three (3) Business Days before a the date of the proposed Borrowing, and or (bii) in the case of an ABR a Base Rate Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on the Business Day date of a the proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower irrevocable and shall specify the following information: information in compliance with Section 2.02: (i) whether the Borrowing then being requested is to aggregate amount of such Borrowing; (ii) the date of such Borrowing, which shall be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and Business Day; (iii) [Reserved]; (iv) whether such Borrowing is to be a Eurodollar Base Rate Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Rate Borrowing); ; (iiv) in the date case of such Borrowing (a Eurodollar Rate Borrowing, the initial Interest Period to be applicable thereto, which shall be a Business Day); period contemplated by the definition of the term “Interest Period”; (iiivi) the location and number and location of the Borrower’s account to which funds are to be disbursed (disbursed, which shall be an account that complies comply with the requirements of Section 2.02(c)); and (ivvii) in the amount case of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowingthe initial Credit Extension hereunder or under any Incremental Term Loan Commitments, that the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements conditions set forth in Section 2.024.02(b) — (d) have been satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified in any such noticespecified, then the requested Borrowing shall be an ABR a Base Rate Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing is specified in any such noticeRate Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall promptly advise each Lender of the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each the amount of such Lender's portion ’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable written request to request the Swing Line Lender and the Administrative Agent. Each such Swing Line Loan Notice must be appropriately completed and signed by a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), Responsible Officer of Borrower and received by the Borrower shall hand deliver or fax to Swing Line Lender and the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City Pacific time, on the Business Day of a proposed Borrowing. Each Borrowing Request shall be irrevocablerequested borrowing date, shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is amount to be borrowed, which shall be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowingminimum of $100,000, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (requested borrowing date, which shall be a Business Day); . Promptly after receipt by the Swing Line Lender of a Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (iiiby telephone or in writing) that the number and location Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (in writing) of the account contents thereof. Unless the Swing Line Lender has received notice (in writing) from the Administrative Agent (including at the request of any Lender) prior to which funds are 2:00 p.m., Pacific time, on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to be disbursed make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of §2.10.1, or (which shall be an account B) that complies with one or more of the requirements of Section 2.02(c)); (iv) applicable conditions specified in §§11 and 12 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., Pacific time, on the borrowing date specified in such Swing Line Loan Notice, make the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as its Swing Line Loan available to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested BorrowingBorrower.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on the Business Day of a same day as the proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; provided, however, that, unless the Required Lenders otherwise agree, no Eurodollar Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on requested or prior to July 27, 2001) the Borrower shall not be permitted to request made if a Eurodollar Borrowing)Default or Event of Default has occurred and is continuing; (ii) the date of such Borrowing (which shall be a Business Day); , (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 (noon), New York City time, three Business Days before a proposed BorrowingBorrowing or, in the case of any Eurodollar Borrowing to be made on the Restatement Date, not later than 12:00 (noon) New York City time, one Business Day prior to the Restatement Date, and (b) in the case of an ABR Borrowing, not later than 12:00 (noon), New York City time, on the Business Day requested date of a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocableirrevocable (provided that, any telephonic notification or Borrowing Request in respect of a Borrowing to be made on the Restatement Date may be revoked and/or extended by not more than 5 Business Days pending satisfaction of the conditions set out in Article IV), and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; and (vi) if such Borrowing is to be a Eurodollar Borrowing, the currency of such Borrowing; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR 1003651351v23 Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. If no currency with respect to a Borrowing is specified, the currency shall be in Dollars. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to To request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f)Loans, as to which this Section 2.03 shall not apply), the Borrower shall deliver, by hand deliver delivery or fax to the Administrative Agent telecopier, a duly completed and executed Borrowing Request to Administrative Agent (ai) in the case of a Eurodollar BorrowingLoans, not later than 1:00 p.m.11:00 a.m., New York City time, three (3) Business Days before a the date of the proposed Borrowing, and Borrowing or (bii) in the case of an ABR BorrowingLoans, not later than 12:00 noon10:00 a.m., New York City time, on the Business Day date of a the proposed Borrowing; provided that Borrower may make telephonic requests for Loans so long as a duly completed written and executed Borrowing Request is received prior to the times set forth above. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower irrevocable and shall specify the following information: information in compliance with Section 2.02: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001a) the Borrower shall not be permitted to request a Eurodollar Borrowing); aggregate amount of such borrowing; (iib) the date of such Borrowing (borrowing, which shall be a Business Day); ; (iiic) whether such borrowing is to be for ABR Loans or Eurodollar Loans; (d) in the case of Eurodollar Loans, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (e) the location and number and location of the Borrower’s account to which funds are to be disbursed (disbursed, which shall be an account that complies comply with the requirements of Section 2.02(c)); and (ivf) that the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements conditions set forth in Section 2.02Sections 4.02(b) through (d) have been satisfied as of the date of the notice. If no election as to the Type of Borrowing Loans is specified in any such noticespecified, then the requested Borrowing borrowing shall be an for ABR BorrowingLoans. If no Interest Period Promptly following receipt of a Borrowing Request in accordance with respect to any Eurodollar Borrowing is specified in any such noticethis Section 2.03, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly advise each Lender of the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each the amount of such Lender's portion ’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan Competitive Borrowing or a deemed Borrowing pursuant to Section 2.02(f)) hereof, as to which this Section 2.03 2.04 shall not apply), the Borrower shall hand deliver or fax telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City Dallas, Texas time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon10:00 a.m., New York City timeDallas, Texas on the date (which shall be a Business Day Day) of a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower it being understood that the primary syndication of Borrowing on the Commitments and Loans has been completed (which notice Closing Date shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar an ABR Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))) hereof; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; and (vi) if the Borrower has complied with each condition set forth in Section 2.02(b) hereof and Section 4.03 hereof, whether such Borrowing is to be a Short Term Revolving Loan or a Long Term Revolving Loan; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.022.03 hereof. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 2.04 hereof (and the contents thereof), and of each Lender's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 (noon), New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on the Business Day of a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and and, subject to the second sentence of Section 2.02(b), whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); , (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested Borrowing.

Borrowing Procedure. In order to (a) To request a Borrowing Loans, the Administrative Borrower shall deliver, by hand delivery or telecopier (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(fe-mail), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax a duly completed and executed Borrowing Request to the Administrative Agent a duly completed Borrowing Request (ai) in the case of a Eurodollar BorrowingRevolving Loans, not later than 1:00 p.m.11:00 a.m., New York City time, three (3) Business Days before a the date of the proposed Borrowing, and ; (bii) in the case of an ABR BorrowingEuro Denominated Loans, not later than 12:00 noon11:00 a.m., New York City time, four (4) Business Days before the date of the proposed Borrowing; or (iii) in the case of ABR Loans, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of the proposed Borrowing; provided that for Loans to be made on the Closing Date, such Borrowing Request may be delivered to the Administrative Agent one Business Day of a proposed Borrowingprior to the Closing Date. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower irrevocable and shall specify the following information: information in compliance with Section 2.02: (i) whether the Borrowing then being requested borrowing is to be a Tranche A Term Borrowingborrowing of U.S. Revolving Loans, a Tranche B Term Borrowing, an Incremental Term Borrowing Australian Revolving Loans or a Dutch Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing Loans; (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001ii) the Borrower shall not be permitted to request a Eurodollar Borrowing); aggregate principal amount of such borrowing; (iiiii) the date of such Borrowing (borrowing, which shall be a Business Day); ; (iiiiv) in the case of Dollar Denominated Loans, whether such borrowing is to be for ABR Loans or Eurodollar Revolving Loans; (v) in the case of Eurodollar Revolving Loans, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (vi) the Borrower requesting such borrowing and the location and number and location of the such Borrower’s account to which funds are to be disbursed (disbursed, which shall be an account that complies comply with the requirements of Section 2.02(c)); ; (ivvii) that the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements conditions set forth in Section 2.02Sections 4.02(b)-(d) have been or shall be satisfied as of the proposed date of the borrowing, as applicable; and (viii) the Approved Currency for such borrowing. If no election as to the Type of Borrowing Loans is specified in any such noticespecified, then the requested Borrowing borrowing shall be an for ABR BorrowingLoans in dollars. If no Interest Period is specified with respect to any requested Eurodollar Borrowing is specified in any such noticeRevolving Loan, then the Administrative Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall promptly advise each Lender of the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each the amount of such Lender's portion ’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to To request a Revolving Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f2.17(e)(ii), as to which this Section 2.03 shall not apply), the Borrower shall deliver, by hand deliver delivery, telecopier or fax electronic mail, a duly completed and executed Borrowing Request to the Administrative Agent a duly completed Borrowing Request (ai) in the case of a Eurodollar Borrowing, not later than 1:00 2:00 p.m., New York City time, three Business Days before a the date of the proposed Borrowing, and Borrowing or (bii) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on the one Business Day before the date of a the proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower irrevocable and shall specify the following information: information in compliance with Section 2.02 : (ia) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing of Tranche A Revolving Loans or an ABR Borrowing Tranche B Revolving Loans; (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001b) the Borrower shall not be permitted to request a Eurodollar aggregate amount of such Borrowing); ; (iic) the date of such Borrowing (Borrowing, which shall be a Business Day); ; (iiid) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location (which shall be an account in the United States) and number and location of the Borrower’s account to which funds are to be disbursed disbursed; and (which shall be an account g) that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements conditions set forth in Section 2.02Sections 4.02(b) through (e) have been satisfied as of the date of the Borrowing Request. If no election as to the Type of Borrowing is specified in any such noticespecified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing is specified in any such noticeBorrowing, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall promptly advise each Lender of the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each the amount of such Lender's portion ’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the a Borrower shall hand deliver or fax telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the one Business Day of before a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the applicable Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Refinancing Revolving Facility Borrowing or a an Additional Revolving Credit Borrowing, Facility Borrowing and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing, PROVIDED that any Borrowing (provided that until on the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice Closing Date shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing)an ABR Borrowing comprised solely of Refinancing Revolving Loans; (ii) the date of such Borrowing (which shall be a Business Day); , (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; providedPROVIDED, howeverHOWEVER, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to In the Type case of Borrowing is an Additional Revolving Facility Borrowing, the Parent Borrower shall also deliver each applicable document specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested Borrowing4.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), ) or a Borrowing of Swing Line Loans under Section 2.23 as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 (noon), New York City time, three (3) Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 (noon), New York City time, on the Business Day prior to the requested date of a proposed Borrowing. Each such Borrowing Request shall be irrevocable, shall be signed in the form of a written Borrowing Request delivered by hand or on behalf of fax to the Borrower Administrative Agent and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Revolving Credit Borrowing, a Tranche B Term A-1 Borrowing, a Tranche A-2 Borrowing, a Refinancing Revolving Loan Borrowing, a Refinancing Term Loan Borrowing or an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 (noon), New York City time, three Business Days before a proposed BorrowingBorrowing or, in the case of any Eurodollar Borrowing to be made on the Restatement Date, not later than 12:00 (noon) New York City time, one Business Day prior to the Restatement Date, and (b) in the case of an ABR Borrowing, not later than 12:00 (noon), New York City time, on the Business Day requested date of a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocableirrevocable (provided that, any telephonic notification or Borrowing Request in respect of a Borrowing to be made on the Restatement Date may be revoked and/or extended by not more than 5 Business Days pending satisfaction of the conditions set out in Article IV), and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; and (vi) if such Borrowing is to be a Eurodollar Borrowing, the currency of such Borrowing; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. If no currency with respect to a Borrowing is specified, the currency shall be in Dollars. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on the Business Day of a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); , (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f2.01(a), Section 2.02(f) or Section 2.02(g) or, if applicable, pursuant to Section 2.28, or a Borrowing of Canadian Prime Rate Loans to the extent resulting from automatic conversions of Bankers’ Acceptance Loans as provided in Schedule 2.02(b), in each case as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Eurocurrency Rate Borrowing or Bankers’ Acceptance Borrowing, not later than 1:00 p.m., New York City time, three p.m. 3 Business Days before a proposed BorrowingBorrowing (or, in the case of a Bankers’ Acceptance Borrowing with a term in excess of 180 days, five Business Days), and (b) in the case of an ABR Borrowing or a Canadian Prime Rate Borrowing, not later than 12:00 noon, New York City time, p.m. on the Business Day date of a proposed Borrowing. Each Borrowing Request such telephonic request shall be irrevocable, shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term US Revolving Credit Borrowing or a Multicurrency Revolving Credit Borrowing, and if applicable, the relevant Class thereof and whether such Borrowing is to be a Eurodollar Borrowing, a EURIBOR Borrowing, a Sterling LIBOR Borrowing, an ABR Borrowing, a Canadian Prime Rate Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Bankers’ Acceptance Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount (or Face Amount, as applicable) of such BorrowingBorrowing (stated in the relevant Available Currency); and (v) if such Borrowing is to be a Eurodollar Eurocurrency Rate Borrowing, the Interest Period with respect thereto; and (vi) if such Borrowing is to be a Bankers’ Acceptance Borrowing, the term thereof (which shall comply with the requirements of Schedule 2.02(b)); provided, however, that, that notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If Except as otherwise provided in Section 2.10(b), if no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Eurocurrency Rate Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one 1 month's ’s duration. If no term with respect to any Bankers’ Acceptance Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected a term of 1 month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 noon, New York City time, two Business Days before a Borrowing to occur on the Closing Date and three Business Days before a proposed BorrowingBorrowing to occur on any date thereafter, and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the one Business Day of before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, Revolving Credit Borrowing or an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27within 15 Business Days after the Closing Date), 2001) the Borrower shall not be permitted to request a Eurodollar BorrowingBorrowing with an Interest Period longer than one month); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request the case of Loans other than Swing Line Loans, by delivering a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax Request to the Administrative Agent not later than 2:00 p.m. on a duly completed Borrowing Request (a) Business Day, the Borrower may from time to time irrevocably request, on not less than one Business Day's notice in the case of a Eurodollar BorrowingBase Rate Loans, not later than 1:00 p.m., New York City time, or three Business Days before a proposed Borrowing, and (b) Days' notice in the case of an ABR BorrowingEurodollar Rate Loans, and in either case not later more than 12:00 noonfive Business Days' notice, New York City timethat a Borrowing be made, on in the Business Day case of either Eurodollar Rate Loans or Base Rate Loans, in a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by minimum amount of either $1,000,000 or on behalf the unused amount of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect theretoapplicable Commitment; provided, however, that, notwithstanding any contrary specification subject to the Borrower's right to convert such Loans to Eurodollar Rate Loans pursuant to Section 2.4, all of the Loans made on the Effective Date shall be made as Base Rate Loans; and provided, further, that prior to the earlier to occur of (a) the 60th day after the Effective Date and (b) the date on which the Administrative Agent reasonably determines that the primary syndication of the Loans has been completed (with the Administrative Agent agreeing to promptly notify the Borrower of such determination) (the "Syndication Period"), no Loan may be made as, or converted into, a Eurodollar Rate Loan with an Interest Period in any Borrowing Requestexcess of one month (with all such Interest Periods ending on the same day during such period). On the terms and subject to the conditions of this Agreement, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be comprised of the type of Loans, and shall be made on the Business Day, specified in such Borrowing Request. In the case of Loans other than Swing Line Loans, not later than 1:00 p.m. on such Business Day each Lender that has a Commitment to make the Loans being requested shall deposit with the Administrative Agent same day funds in an ABR amount equal to such Lender's Percentage of the requested Borrowing. If no Interest Period with respect Such deposit will be made to any Eurodollar Borrowing is specified in any such noticean account which the Administrative Agent shall specify from time to time by notice to the Lenders. To the extent funds are received from the Lenders, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly advise make such funds available to the applicable Lenders of any notice given pursuant Borrower by wire transfer to this Section 2.03 (and the contents thereof), and of each accounts the Borrower shall have specified in its Borrowing Request. No Lender's portion of the requested Borrowingobligation to make any Loan shall be affected by any other Lender's failure to make any Loan.

Borrowing Procedure. In order to To request a Revolving Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f)Term Borrowing, as to which this Section 2.03 shall not apply), the Borrower shall deliver, by hand deliver delivery or fax telecopy, a duly completed and executed Borrowing Request to the Administrative Agent a duly completed Borrowing Request (ai) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days before a the date of the proposed Borrowing, and Borrowing or (bii) in the case of an ABR Borrowing, not later than 12:00 noon9:00 a.m., New York City time, on the Business Day date of a the proposed Borrowing. Each Borrowing Request shall be irrevocable, shall irrevocable (unless Borrower receives notice from the Agent or any Lender that such Borrowing cannot be signed by or on behalf of the Borrower a Eurodollar Borrowing) and shall specify the following information: information in compliance with Section 2.02: (ia) whether the requested Borrowing then being requested is to be a Borrowing of Revolving Loans, Tranche A Term Loans or Tranche B Loans; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and Business Day; (d) whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); ; (iie) in the date case of such Borrowing (a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a Business Day); period contemplated by the definition of the term "Interest Period"; (iiif) the location and number and location of the Borrower's account to which funds are to be disbursed (disbursed, which shall be an account that complies comply with the requirements of Section 2.02(c)); and (ivg) that the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements conditions set forth in Section 2.02Sections 4.02(b)-(d) have been satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified in any such noticespecified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing is specified in any such noticeRevolving Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall promptly advise each Lender of the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each the amount of such Lender's portion Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the Borrower shall hand deliver or fax telecopy to the Administrative Agent a duly completed Borrowing Request substantially in the form of Exhibit B (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 (noon), New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the one Business Day of before a proposed Borrowing; provided, however, that Borrowing Requests with respect to Borrowings to be made on the Closing Date may, at the discretion of the Administrative Agent, be delivered later than the times specified above. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) in the case of a Borrowing the proceeds of which are to be received by the Borrower, the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly (and in any event on the same day that the Administrative Agent receives such notice, if received by 1:00 p.m., New York City time, on such day) advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested Borrowing. If the Borrower shall not have delivered a Borrowing Request in accordance with this Section 2.03 prior to the end of the Interest Period then in effect for any Revolving Credit Borrowing requesting that such Borrowing be refinanced, then the Borrower shall (unless the Borrower has notified the Administrative Agent, not less than three Business Days prior to the end of such Interest Period, that such Borrowing is to be repaid at the end of such Interest Period) be deemed to have delivered a Borrowing Request requesting that such Borrowing be refinanced with a new Borrowing of equivalent amount, and such new Borrowing shall be an ABR Borrowing.

Borrowing Procedure. In order to request a (a) The Borrower may borrow under the Commitment during the Commitment Period on any Business Day, provided that no more than one borrowing may be made hereunder during any of the successive one-month periods following the Initial Borrowing Date (other than the first such one-month period, during which up to two borrowings may be made hereunder). Borrowings hereunder on any Borrowing Date may be made (i) in cash in accordance with the provisions of subsection 2.2(b) (a Swingline Loan or "Cash Advance") and/or (ii) by means of a deemed Borrowing pursuant credit against amounts due to Section 2.02(fthe Vendor under the Vendor Procurement Contract in accordance with the provisions of subsection 2.2(c) (a "Credit Advance"), as to which this Section 2.03 shall not apply), the . The Borrower shall hand deliver or fax to the Administrative Agent a duly completed Borrowing Request (a) in Notice, which must be received by the case of a Eurodollar Borrowing, not later than Agent prior to 1:00 p.m.P.M., New York City time, (a) three Business Days before a proposed Borrowingprior to the requested Borrowing Date, and if all or any part of the Loans requested to be made on any Borrowing Date are to be initially Eurodollar Loans, or (b) one Business Day prior to the requested Borrowing Date, otherwise, and which must specify (i) the requested Borrowing Date, (ii) the amount to be borrowed, (iii) whether the borrowing is to be by means of a Cash Advance, a Credit Advance or a combination thereof and, if a combination thereof, the respective amounts of each, (iv) whether the borrowing is to be of Eurodollar Loans, ABR Loans or a combination thereof and, if a combination thereof, the respective amounts of each and (v) if the borrowing is to be entirely or partly of Eurodollar Loans, the amounts of such Type of Loan and the respective lengths of the initial Interest Periods therefor; provided, that a Borrowing Notice requesting a Cash Advance on any Borrowing Date must be received by the Agent at least (A) three Business Days prior to the requested Borrowing Date, in any case where the amount of the requested Cash Advance is $50,000,000 or less or (B) seven Business Days prior to the requested Borrowing Date, in any case where the amount of an ABR Borrowingthe requested Cash Advance is greater than $50,000,000 and provided, further, that in no amount may the amount of any Cash Advance requested to be made on any Borrowing Date exceed $500,000,000. Notwithstanding the foregoing, the Vendor shall have the right, upon giving the Borrower not less than 60 days prior written notice, to require that the Borrower request Cash Advances to finance amounts previously paid by the Borrower (other than with the proceeds of Loans) under invoices submitted to the Borrower by the Vendor pursuant to the Vendor Procurement Contract. (b) If any Borrowing Notice indicates that a Cash Advance is to be made on the Borrowing Date specified therein to finance amounts theretofore paid by the Borrower (other than with the proceeds of Loans) under invoices submitted to the Borrower by the Vendor pursuant to the Vendor Procurement Contract, such Borrowing Notice shall identify such invoices and the amount theretofore paid thereunder (which shall equal the amount of such Cash Advance), and, in accordance with subsection 2.2(d), each Lender will make the amount of its respective Funding Percentage of such Cash Advance available to the Agent, which shall then make such amounts available to the Borrower at the Borrower's Account prior to 11:00 A.M., New York City time, on such Borrowing Date in funds immediately available to the Borrower. (c) If any Borrowing Notice requests that a Credit Advance be made on the Borrowing Date specified therein to finance amounts then due under invoices submitted to the Borrower by the Vendor pursuant to the Vendor Procurement Contract, such Borrowing Notice shall identify such invoices and the amounts being paid thereunder pursuant to such Credit Advance, and, in accordance with subsection 2.2(d), each Lender (other than the Vendor) will make the amount of its respective Funding Percentage of such Credit Advance available to the Agent at the Agent's Account, and the Agent shall then make the aggregate of such amounts available to the Vendor at the Vendor's Account and the Vendor shall credit the entire amount of such Credit Advance against the amounts due to it by the Borrower under such invoices. (d) No later than 12:00 noon11:00 a.m., New York City time, on the Business Day Borrowing Date of any Loan, each of the Lenders (in the case of a proposed Borrowing. Each Borrowing Request shall be irrevocableCredit Advance, shall be signed by or on behalf other than the Vendor) will make available to the Agent, at the Agent's Account, in immediately available funds, the amount of such Lender's Funding Percentage of the amount of the requested Loan. Upon receipt from each Lender of such amount, and satisfaction by the Borrower of all conditions to making the requested Loan, the Agent will make available to, in the case of a Cash Advance, the Borrower, and in the case of a Credit Advance, the Vendor, the aggregate amount of such Loan made available to the Agent by the Lenders, it being understood that the Vendor shall specify have no obligation to make available to the following information: Agent any funds for any Loan in respect of a Credit Advance. In the case of a Credit Advance, the Vendor will credit the amount of (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Vendor's Funding Percentage of such Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); Advance plus (ii) the date aggregate required to be amount made available to the Agent by the Lenders on such Borrowing Date (whether or not any Lender shall have defaulted in its obligation to make available to the Agent any portion of its Funding Percentage of the requested Loan on such Borrowing Date) against the amounts due it from the Borrower under the invoices identified in the Borrowing Notice requesting such Credit Advance. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Borrowing Date the amount of its Funding Percentage of the requested Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender's Funding Percentage of any requested Loans. (e) The Agent may, unless notified to the contrary by any Lender prior to a Borrowing Date, assume that such Lender has made available to the Agent on such Borrowing Date the amount of such Lender's Funding Percentage of the Loans to be made on such Borrowing Date, and the Agent may (which but it shall not be required to), in reliance upon such assumption, make available to the Vendor or the Borrower, as the case may be, a Business Day); corresponding amount. If any Lender makes available to the Agent such amount on a date after such Borrowing Date, such Lender shall pay to the Agent on demand an amount (the "Weighted Average Interest Amount") equal to the product of (i) the average computed for a period referred to in clause (iii) the number and location below, of the account to which weighted average interest rate paid by the Agent for funds are to be disbursed acquired by the Agent during each day included in such period, times (which shall be an account that complies with the requirements of Section 2.02(c)); (ivii) the amount of such Borrowing; Lender's Funding Percentage of such Loans, times (iii) a fraction, the numerator of which is the number of days that elapse from and (v) if including such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as Date to the Type date on which the amount of Borrowing such Lender's Funding Percentage of such Loans shall become immediately available to the Agent, and the denominator of which is specified in any 365. A statement of the Agent submitted to such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period Lender with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower amounts owing under this subsection shall be deemed prima facie evidence of the amount owing to have selected an Interest Period the Agent by such Lender. If the Agent has made available to the Vendor or the Borrower, as the case may be, the amount of one montha Lender's duration. The Administrative Funding Percentage of such Loans and such Lender has failed to make available to the Agent such amount within three Business Days following such Borrowing Date, the Agent shall promptly advise be entitled to recover such amount, plus the applicable Lenders of any notice given pursuant to this Section 2.03 (and Weighted Average Interest Amount, from the contents thereofVendor on demand as provided in subsection 2.2(b), and of each Lender's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f2.2(f), as to which this Section 2.03 2.3 shall not apply), the Borrower shall hand deliver or fax to the Administrative Agent (or give telephonic notice promptly confirmed by written notice) a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 (noon), New York City timeTime, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 (noon), New York City time, on the one Business Day of before a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Loan Borrowing, an Incremental Term Loan Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided provided, that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans Commitment has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27within 7 days after the Closing Date), 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.022.2. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 2.3 (and the contents thereof), and of each Lender's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan Competitive Borrowing or a deemed Borrowing pursuant to Section 2.02(f)Swingline Loan, as to which this Section 2.03 2.04 shall not apply), the Borrower or the UK Borrower, as applicable, shall hand deliver by hand, telecopy or fax other writing transmitted electronically (including in the form of a .pdf attachment) to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Eurocurrency Borrowing, not later than 1:00 p.m.10:30 a.m., New York City time, three Business Days before a proposed Borrowing, Borrowing and (b) in the case of an ABR Borrowing, not later than 12:00 noon10:30 a.m., New York City time, on the Business Day day of a proposed BorrowingBorrowing (or, in the case of an ABR Borrowing by the UK Borrower, not later than 10:00 a.m., New York time). Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower an Authorized Representative, and shall specify the following information: (i) whether the requested Borrowing is a Domestic Loan or a Multicurrency Loan requested by the Borrower and, if a Multicurrency Loan, the identity of the borrower; (ii) with respect to Borrowings by the Borrower, or with respect to Dollar denominated Borrowings by the UK Borrower, whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Eurocurrency Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (iiiii) the date of such Borrowing (which shall be a Business Day); (iiiiv) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (ivv) the amount of such Borrowing; and (vvi) if such Borrowing is to be a Eurodollar Eurocurrency Borrowing, the Interest Period with respect thereto; and (vii) with respect to Borrowings by the UK Borrower, the Available Currency of such Revolving Loan; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such noticenotice by the Borrower or the UK Borrower with respect to Dollar denominated Loans, then the requested Borrowing shall be an ABR Borrowing; if no election as to the Type of Borrowing is specified in any such notice by the UK Borrower with respect to non-Dollar denominated Loans, then the requested Borrowing shall be a Eurocurrency Borrowing with an Interest Period of one month’s duration. If no Interest Period with respect to any Eurodollar Eurocurrency Borrowing is specified in any such notice, then the Borrower Borrower, or the UK Borrower, as the case may be, shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 2.04 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 (noon), New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on the Business Day of a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and and, subject to the third sentence of Section 2.02(b), whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); , (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested Borrowing.

Borrowing Procedure. In order to To request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the Borrower shall deliver, by hand deliver or fax delivery, telecopier or, to the extent separately agreed by the Administrative Agent, by an electronic communication in accordance with the second sentence of Section 11.01(b) and the second paragraph of Section 11.01(d), a duly completed and executed Borrowing Request to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.10:00 a.m., New York City timeIndia Standard Time, three (3) Business Days before a proposed Borrowing, and (b) in the case date of an ABR Borrowing, not later than 12:00 noon, New York City time, on the Business Day of a proposed Borrowing. Each Borrowing Request shall be irrevocableirrevocable (provided that if such Borrowing Request indicates that it is conditioned upon the effectiveness of other credit facilities or any other financing, shall sale or other transaction, such Borrowing Request may be signed by revoked if such credit facilities, other financing, sale or on behalf of the Borrower other transaction is not consummated) and shall specify the following information: information in compliance with Section 2.02: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001a) the Borrower shall not be permitted to request a Eurodollar aggregate amount of such Borrowing); ; (iib) the date of such Borrowing (Borrowing, which shall be a Business Day); Day occurring on or prior to the Commitment Termination Date; (iiic) the initial Interest Period, which shall be three months; (d) the location and number and location of the account to which funds are to be disbursed (which shall be an account that complies with of Standard Chartered Bank for the requirements purpose of Section 2.02(c)applying such amount directly to the repayment of the Initial Secured Term Loans); and (ive) that the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements conditions set forth in Section 2.024.02 will be satisfied on the Closing Date. If no election as Subject to the Type first proviso in the definition of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If “Interest Period,” if no Interest Period is specified with respect to any Eurodollar Borrowing is specified in any such noticerequested SOFR Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one three month's ’s duration. The Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall promptly advise each Lender of the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each the amount of such Lender's portion ’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to request a (a) The Borrower may borrow under the Commitment during the Commitment Period on any Business Day, provided that no more than one borrowing may be made hereunder during any of the successive one-month periods following the Initial Borrowing Date (other than the first such one-month period, during which up to two borrowings may be made hereunder). Borrowings hereunder on any Borrowing Date may be made (i) in cash in accordance with the provisions of subsection 2.2(b) (a Swingline Loan or "Cash Advance") and/or (ii) by means of a deemed Borrowing pursuant credit against amounts due to Section 2.02(fthe Vendor under the Vendor Procurement Contract in accordance with the provisions of subsection 2.2(c) (a "Credit Advance"), as to which this Section 2.03 shall not apply), the . The Borrower shall hand deliver or fax to the Administrative Agent a duly completed Borrowing Request (a) in Notice which must be received by the case of a Eurodollar Borrowing, not later than Agent prior to 1:00 p.m.P.M., New York City time, (a) three Business Days before a proposed Borrowingprior to the requested Borrowing Date, and if all or any part of the Loans requested to be made on any Borrowing Date are to be initially Eurodollar Loans, or (b) one Business Day prior to the requested Borrowing Date, otherwise, and which must specify (i) the requested Borrowing Date, (ii) the amount to be borrowed, (iii) whether the borrowing is to be by means of a Cash Advance, a Credit Advance or a combination thereof and, if a combination thereof, the respective amounts of each, (iv) whether the borrowing is to be of Eurodollar Loans, ABR Loans or a combination thereof and, if a combination thereof, the respective amounts of each and (v) if the borrowing is to be entirely or partly of Eurodollar Loans, the amounts of such Type of Loan and the respective lengths of the initial Interest Periods therefor. (b) If any Borrowing Notice indicates that a Cash Advance is to be made on the Borrowing Date specified therein to finance amounts theretofore paid by the Borrower (other than with the proceeds of Credit Advances) under invoices submitted to the Borrower by the Vendor pursuant to the Vendor Procurement Contract, such Borrowing Notice shall identify such invoices and the amount theretofore paid thereunder (which shall equal the amount of such Cash Advance), and, in accordance with subsection 2.2(d), each Lender will make the case amount of an ABR Borrowingits respective Funding Percentage of such Cash Advance available to the Agent, not which shall then make such amounts available to the Borrower at the Borrower's Account prior to 11:00 A.M., New York City time, on such Borrowing Date in funds immediately available to the Borrower. (c) If any Borrowing Notice requests that a Credit Advance be made on the Borrowing Date specified therein to finance amounts then due under invoices submitted to the Borrower by the Vendor pursuant to the Vendor Procurement Contract, such Borrowing Notice shall identify such invoices and the amounts being paid thereunder pursuant to such Credit Advance, and, in accordance with subsection 2.2(d), each Lender (other than the Vendor) will make the amount of its respective Funding Percentage of such Credit Advance available to the Agent at the Agent's Account, and the Agent shall then make the aggregate of such amounts available to the Vendor at the Vendor's Account and the Vendor shall credit the entire amount of such Credit Advance against the amounts due to it by the Borrower under such invoices. (d) No later than 12:00 noon11:00 a.m., New York City time, on the Business Day Borrowing Date of any Loan, each of the Lenders (in the case of a proposed Borrowing. Each Borrowing Request shall be irrevocableCredit Advance, shall be signed by or on behalf other than the Vendor) will make available to the Agent, at the Agent's Account, in immediately available funds, the amount of such Lender's Funding Percentage of the amount of the requested Loan. Upon receipt from each Lender of such amount, and satisfaction by the Borrower of all conditions to making the requested Loan, the Agent will make available to, in the case of a Cash Advance, the Borrower, and in the case of a Credit Advance, the Vendor, the aggregate amount of such Loan made available to the Agent by the Lenders, it being understood that the Vendor shall specify have no obligation to make available to the following information: Agent any funds for any Loan in respect of a Credit Advance. In the case of a Credit Advance, the Vendor will credit the amount of (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Vendor's Funding Percentage of such Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); Advance plus (ii) the date aggregate required to be amount made available to the Agent by the Lenders on such Borrowing Date (whether or not any Lender shall have defaulted in its obligation to make available to the Agent any portion of its Funding Percentage of the requested Loan on such Borrowing Date) against the amounts due it from the Borrower under the invoices identified in the Borrowing Notice requesting such Credit Advance. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Borrowing Date the amount of its Funding Percentage of the requested Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender's Funding Percentage of any requested Loans. (e) The Agent may, unless notified to the contrary by any Lender prior to a Borrowing Date, assume that such Lender has made available to the Agent on such Borrowing Date the amount of such Lender's Funding Percentage of the Loans to be made on such Borrowing Date, and the Agent may (which but it shall not be required to), in reliance upon such assumption, make available to the Vendor or the Borrower, as the case may be, a Business Day); corresponding amount. If any Lender makes available to the Agent such amount on a date after such Borrowing Date, such Lender shall pay to the Agent on demand an amount (the "Weighted Average Interest Amount") equal to the product of (i) the average computed for a period referred to in clause (iii) the number and location below, of the account to which weighted average interest rate paid by the Agent for funds are to be disbursed acquired by the Agent during each day included in such period, times (which shall be an account that complies with the requirements of Section 2.02(c)); (ivii) the amount of such Borrowing; Lender's Funding Percentage of such Loans, times (iii) a fraction, the numerator of which is the number of days that elapse from and (v) if including such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as Date to the Type date on which the amount of Borrowing such Lender's Funding Percentage of such Loans shall become immediately available to the Agent, and the denominator of which is specified in any 365. A statement of the Agent submitted to such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period Lender with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower amounts owing under this subsection shall be deemed prima facie evidence of the amount owing to have selected an Interest Period the Agent by such Lender. If the Agent has made available to the Vendor or the Borrower, as the case may be, the amount of one montha Lender's duration. The Administrative Funding Percentage of such Loans and such Lender has failed to make available to the Agent such amount within three Business Days following such Borrowing Date, the Agent shall promptly advise be entitled to recover such amount, plus the applicable Lenders of any notice given pursuant to this Section 2.03 (and Weighted Average Interest Amount, from the contents thereofVendor on demand as provided in subsection 2.2(b), and of each Lender's portion of the requested Borrowing.

Borrowing Procedure. In order to To request a Credit Extension, Borrowers shall deliver, by facsimile, a duly completed and executed Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax Request to the Administrative Agent a duly completed Borrowing Request (ai) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 noon, New York City time, three Business Days before a the date of the proposed Borrowing, and Borrowing or (bii) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the one Business Day before the date of a the proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower irrevocable and shall specify the following information: information in compliance with Section 2.02: (ia) whether the Class of Loans requested; (b) the aggregate amount of such Borrowing then being requested is to of each Class; (c) the date of such Borrowing, which shall be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and Business Day; (d) whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); ; (iie) in the date case of such Borrowing (a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a Business Day); period contemplated by the definition of the term “Interest Period”; (iiif) the location and number and location of the Borrowers’ account to which funds are to be disbursed (disbursed, which shall be an account that complies comply with the requirements of Section 2.02(c)); and (ivg) that the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements conditions set forth in Section 2.02Sections 4.02(b)-(d) have been satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified in any such noticespecified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing is specified in any such noticeBorrowing, then the Borrower Borrowers shall be deemed to have selected an Interest Period of one month's ’s duration. The Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall promptly advise each Lender of the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each the amount of such Lender's portion ’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f2.23(e), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 (noon)], New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the Business Day day of a the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27within 30 days after the Funding Date), 2001) the Borrower shall not be permitted to request a Eurodollar BorrowingBorrowing with an Interest Period in excess of one month); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request (a) in the case of a Eurodollar BorrowingLoans, not later than 1:00 p.m.12:00 noon, New York City time, three Business Days before a the proposed Borrowing, Borrowing Date and (b) in the case of an ABR BorrowingBase Rate Loans, not later than 12:00 noon, New York City time, on the Business Day of a proposed BorrowingBorrowing Date. Each such Borrowing Request shall be irrevocable, irrevocable and shall be signed confirmed promptly by hand delivery or on behalf fax (or, if agreed by the Administrative Agent, by other electronic transmission) to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Loan Borrowing, an Incremental Term Loan Borrowing or a Revolving Credit Loan Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR a Base Rate Borrowing (provided that that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27within 30 days after the Closing Date), 2001) the Borrower shall not be permitted to request a Eurodollar BorrowingBorrowing with an Interest Period in excess of one month); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Loans comprising any Borrowing shall comply with be in an aggregate principal amount that is (1) (A) in the requirements set forth case of Base Rate Loans, $1,000,000 or a whole multiple of $250,000 in Section 2.02excess thereof or (B) in the case of Eurodollar Loans, $2,500,000 or a whole multiple of $250,000 in excess thereof or (2) equal to the remaining available balance of the applicable Commitments. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR a Base Rate Borrowing. Any Revolving Loans made on the Closing Date shall initially be Base Rate Loans. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's three months’ duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 4.01 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing. Each applicable Lender will make the amount of its pro rata share of each Borrowing available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 1:00 P.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such Borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower specified in the applicable Borrowing Request with the aggregate of the amounts made available to the Administrative Agent by the applicable Lenders and in like funds as received by the Administrative Agent.

Borrowing Procedure. In order (a) Each Borrowing shall be made on ------------------- notice, given not later than (x) 11:00 A.M. (New York City time) on the third Business Day prior to request the date of the proposed Borrowing in the case of a Borrowing consisting of LIBO Rate Loans or (y) 11:00 A.M. (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Loans, by the Borrower to the Agent, which shall give to each Bank prompt notice thereof by telecopier or telex. Each such notice of a Borrowing (other than a Swingline Loan "Notice of Borrowing") shall be by telephone, confirmed promptly in writing, or a deemed Borrowing pursuant to Section 2.02(f)------------------- telecopier or telex in substantially the form of Exhibit B hereto, as to which this Section 2.03 shall not apply)specifying therein the requested (i) date of such Borrowing, the Borrower shall hand deliver or fax to the Administrative Agent a duly completed Borrowing Request (aii) Type of Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Eurodollar BorrowingBorrowing consisting of LIBO Rate Loans, not later than initial Interest Period for each such Loan. Each Bank shall, before 1:00 p.m., P.M. (New York City time) on the date of such Borrowing make available for the account of its Applicable Lending Office to the Agent at the Agent's Account, three Business Days before in same day funds, such Bank's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent's address referred to in Section 10.2. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select LIBO Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than $5,000,000 or if the obligation of the Banks to make LIBO Rate Loans shall then be suspended pursuant to Section 4.2, 4.3 or 4.6 and (ii) the LIBO Rate Loans may not be outstanding as part of more than eight separate Borrowings. (c) Unless the Agent shall have received notice from a proposed Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank's ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 3.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (bi) in the case of an ABR Borrowingthe Borrower, not later than 12:00 noon, New York City time, on the Business Day of a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of interest rate applicable at the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is time to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether Loans comprising such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such Borrowing for purposes of this Agreement. (d) The failure of any Bank to make the Loan to be made by it as part of any Borrowing shall not relieve any other Bank of its obligation, if any, hereunder to make its Loan on the date of such Borrowing (which Borrowing, but no Bank shall be a Business Day); (iii) responsible for the number and location failure of any other Bank to make the account to which funds are Loan to be disbursed (which shall be an account that complies with made by such other Bank on the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly advise the applicable Lenders date of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone, fax or other means of electronic transmission (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 (noon), New York City time, three Business Days before a proposed BorrowingBorrowing (or, in the case of the Closing Date, such later date prior to the Closing Date as the Administrative Agent may agree in its sole discretion) and (b) in the case of an ABR Borrowing, not later than 12:00 noon1:00 p.m., New York City time, on the Business Day day of a proposed Borrowing. Each such Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery, fax or on behalf other means of electronic transmission to the Borrower Administrative Agent of a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; (v) in the case of Revolving Loans, the currency in which such Borrowing is to be denominated; and (vvi) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If If, in the case of Revolving Loans denominated in Dollars, no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If in the case of the initial Borrowing of Term Loans on the Closing Date, no election as to the Type of Borrowing is specified in such notice, then the requested Borrowing shall be a Eurodollar Borrowing with an Interest Period as specified in clause (d) of the definition of Interest Period. If no currency is specified with respect to any Revolving Credit Borrowing that is a Eurodollar Borrowing, then the Borrower shall be deemed to have requested a Borrowing in Dollars. In the case of Alternative Currency Revolving Loans, the requested Borrowing shall be a Eurodollar Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected (i) except in the case of the initial Borrowing of Term Loans on the Closing Date, an Interest Period of one month's duration’s duration and (ii) in the case of the initial Borrowing of Term Loans on the Closing Date, an Interest Period as specified in clause (d) of the definition of Interest Period. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the Borrower shall hand deliver or fax telecopy to the Administrative Agent a duly completed Borrowing Request substantially in the form of Exhibit C (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 (noon), New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an the initial ABR Borrowing, not later than 12:00 noon9:00 a.m., New York City time, on the day of the proposed Borrowing, and (c) in the case of any other ABR Borrowing, not later than 12:00 (noon), New York City time, one Business Day of before a proposed Borrowing; provided, however, that Borrowing Requests with respect to Borrowings to be made on the Closing Date may, at the discretion of the Administrative Agent, be delivered later than the times specified above. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable andBorrowing, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly (and in any event on the same day that the Administrative Agent receives such notice, if received by 1:00 p.m., New York City time, on such day) advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested Borrowing. If the Borrower shall not have delivered a Borrowing Request in accordance with this Section 2.03 prior to the end of the Interest Period then in effect requesting that such Borrowing be refinanced, then the Borrower shall (unless the Borrower has notified the Administrative Agent, not less than three Business Days prior to the end of such Interest Period, that such Borrowing is to be repaid at the end of such Interest Period) be deemed to have delivered a Borrowing Request requesting that such Borrowing be refinanced with a new Borrowing of equivalent amount, and such new Borrowing shall be an ABR Borrowing.

Borrowing Procedure. In order to To request a Credit Extension, Borrowers shall deliver, by facsimile, a duly completed and executed Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax Request to the Administrative Agent a duly completed Borrowing Request (ai) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 noon, New York City time, three Business Days before a the date of the proposed Borrowing, and Borrowing or (bii) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the one Business Day before the date of a the proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower irrevocable and shall specify the following information: information in compliance with Section 2.02: (ia) whether the Tranche of Loans requested; (b) the aggregate amount of such Borrowing then being requested is to of each Tranche; (c) the date of such Borrowing, which shall be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and Business Day; (d) whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); ; (iie) in the date case of such Borrowing (a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a Business Day); period contemplated by the definition of the term “Interest Period”; (iiif) the location and number and location of the Borrowers’ account to which funds are to be disbursed (disbursed, which shall be an account that complies comply with the requirements of Section 2.02(c)); and (ivg) that the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements conditions set forth in Section 2.02Sections 4.01(r)-(t) have been satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified in any such noticespecified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing is specified in any such noticeBorrowing, then the Borrower Borrowers shall be deemed to have selected an Interest Period of one month's ’s duration. The Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall promptly advise each Lender of the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each the amount of such Lender's portion ’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or Loan, a deemed Borrowing pursuant to Section 2.02(f) or a Loan made pursuant to Section 2.22(d) or Section 2.23(e), as to which this Section 2.03 shall not apply), the applicable Borrower shall hand deliver or fax to the Administrative Agent a duly completed Borrowing Request (or telephone the Administrative Agent, promptly confirmed with a written (including by telecopy) and duly completed Borrowing Request) (a) in the case of a Eurodollar Eurocurrency Borrowing, not later than 1:00 12:30 p.m., New York City time, three Business Days (or, if such Borrowing is to be an Alternative Currency Borrowing, 12:30 p.m., New York time, four Business Days) before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon12:30 p.m., New York City time, on the one Business Day of before a proposed Borrowing. Each Borrowing Request (including a telephonic Borrowing Request) shall be irrevocable, shall be signed by or on behalf of the applicable Borrower and shall specify the following information: (i) whether the currency of such Borrowing then being requested (which shall be Dollars or an Alternative Currency); (ii) if such Borrowing is to be a Tranche A Term Borrowingdenominated in Dollars, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Eurocurrency Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (iiiii) the date of such Borrowing (which shall be a Business Day); (iiiiv) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (ivv) the amount of such Borrowing (which shall be expressed in Dollars, regardless of whether such Borrowing is an Alternative Currency Borrowing); and (vvi) if such Borrowing is to be a Eurodollar Eurocurrency Borrowing, the initial Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the currency of Borrowing is specified in any such notice, then the requested Borrowing shall be denominated in Dollars. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR BorrowingBorrowing if denominated in Dollars or a Eurocurrency Borrowing if denominated in an Alternative Currency. If no Interest Period with respect to any Eurodollar Eurocurrency Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested BorrowingBorrowing and the account to which Loans comprising the requested Borrowing are to be wired.

Borrowing Procedure. In order to To request a Revolving Borrowing (other than a Swingline Loan Loan) or a deemed Borrowing pursuant to Section 2.02(f)Term Borrowing, as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax to irrevocably notify the Administrative Agent by means of telephonic or electronic communication (and then promptly confirm by hand delivery or telecopy of a duly completed and executed Borrowing Request Request) (ai) in the case of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three Business Days before a the date of the proposed Borrowing, and Borrowing or (bii) in the case of an ABR Borrowing, not later than 12:00 (noon), New York City time, on the Business Day date of a the proposed Borrowing. Each such notice and each such Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: information in compliance with SECTION 2.02: (ia) whether the requested Borrowing then being requested is to be a Borrowing of Revolving Loans or Tranche A Term B Loans; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and Business Day; (d) whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); ; (iie) in the date case of such Borrowing (a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a Business Dayperiod contemplated by the definition of the term "Interest Period"; PROVIDED that with respect to any Borrowings requested within the first 30 days after the Closing Date, the Interest Period shall be of one month's duration or shorter (if the Administrative Agent agrees); , and PROVIDED FURTHER that Borrower shall be required to pay any amounts required under SECTION 2.13 incurred as a result of syndication of the Loans; (iiif) the location and number and location of the Borrower's account to which funds are to be disbursed (disbursed, which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements of SECTION 2.02(c); and (g) that the conditions set forth in Section 2.02SECTIONS 4.02(b)-(d) are satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified in any such noticespecified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing is specified in any such notice-38- Revolving Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month's durationduration (subject to the proviso in clause (e) above). The Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall promptly advise each Lender by telecopier or other similar written means of the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each the amount of such Lender's portion Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to (a) To request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the Borrower shall deliver, by hand deliver or fax delivery, telecopier or, to the extent separately agreed by the Administrative Agent, by an electronic communication in accordance with the second sentence of Section 11.01(b) and the second paragraph of Section 11.01(d), a duly completed and executed Borrowing Request to the Administrative Agent a duly completed Borrowing Request (ai) in the case of a Eurodollar Rate Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three (3) Business Days before a the date of the proposed Borrowing, and or (bii) in the case of an ABR a Base Rate Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on the Business Day date of a the proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower irrevocable and shall specify the following information: information in compliance with Section 2.02: (i) whether the Borrowing then being requested is to aggregate amount of such Borrowing; (ii) the date of such Borrowing, which shall be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and Business Day; (iii) [intentionally omitted]; (iv) whether such Borrowing is to be a Eurodollar Base Rate Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Rate Borrowing); ; (iiv) in the date case of such Borrowing (a Eurodollar Rate Borrowing, the initial Interest Period to be applicable thereto, which shall be a Business Day); period contemplated by the definition of the term “Interest Period”; (iiivi) the location and number and location of the Borrower’s account to which funds are to be disbursed (disbursed, which shall be an account that complies comply with the requirements of Section 2.02(c)); and (ivvii) in the amount case of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowingthe initial Credit Extension hereunder or under any Incremental Term Loan Commitments, that the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements conditions set forth in Section 2.024.02(b) - (d) have been satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified in any such noticespecified, then the requested Borrowing shall be an ABR a Base Rate Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing is specified in any such noticeRate Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall promptly advise each Lender of the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each the amount of such Lender's portion ’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to (a) To request a Borrowing Loans, the Administrative Borrower shall deliver, by hand delivery or telecopier (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(fe-mail), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax a duly completed and executed Borrowing Request to the Administrative Agent a duly completed Borrowing Request (ai) in the case of a Eurodollar BorrowingRevolving Loans, not later than 1:00 p.m.11:00 a.m., New York City time, three (3) Business Days before a the date of the proposed Borrowing, and ; (bii) in the case of an ABR BorrowingEuro Denominated Loans, not later than 12:00 noon11:00 a.m., New York City time, four (4) Business Days before the date of the proposed Borrowing; or (iii) in the case of ABR Loans, not later than 9:00 a.m., New York City time, on the Business Day date of a the proposed Borrowingborrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower irrevocable and shall specify the following information: information in compliance with Section 2.02: (i) whether the Borrowing then being requested borrowing is to be a Tranche A Term Borrowingborrowing of U.S. Revolving Loans, a Tranche B Term Borrowing, an Incremental Term Borrowing Australian Revolving Loans or a Dutch Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing Loans; (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001ii) the Borrower shall not be permitted to request a Eurodollar Borrowing); aggregate amount of such borrowing; (iiiii) the date of such Borrowing (borrowing, which shall be a Business Day); (iv) in the case of Dollar Denominated Loans, whether such borrowing is to be for ABR Loans or Eurodollar Revolving Loans; provided that all borrowings on the Closing Date shall be for ABR Loans; (iiiv) in the case of Eurodollar Revolving Loans, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; provided that until the earlier of (A) the date on which the Arranger shall have notified the Borrowers that a Successful Syndication has been achieved and (B) the date that is ninety (90) days following the Closing Date, the Interest Period shall be one month, the Interest Period shall be one month; (vi) the Borrower requesting such borrowing and the location and number and location of the such Borrower’s account to which funds are to be disbursed (disbursed, which shall be an account that complies comply with the requirements of Section 2.02(c)); ; (ivvii) that the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements conditions set forth in Section 2.02Sections 4.02(b)-(d) have been satisfied as of the proposed date of the borrowing; and (viii) the Approved Currency for such borrowing. If no election as to the Type of Borrowing Loans is specified in any such noticespecified, then the requested Borrowing borrowing shall be an for ABR BorrowingLoans in dollars. If no Interest Period is specified with respect to any requested Eurodollar Borrowing is specified in any such noticeRevolving Loan, then the Administrative Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall promptly advise each Lender of the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each the amount of such Lender's portion ’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the -------------------- requesting Borrower shall hand deliver or fax telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the one Business Day of before a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the such Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A comprised of Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Loans or Revolving Loans; (ii) whether the Borrowing or a Revolving Credit Borrowing, and whether such Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (iiiii) the date of such Borrowing (which shall be a Business Day); (iiiiv) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (ivv) the amount of such Borrowing; and (vvi) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, -------- however, that, notwithstanding any contrary specification in any Borrowing ------- Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.01(a) or 2.02(f)) or, if applicable, pursuant to Section 2.25, in each case, as to which this Section 2.03 shall not apply), the relevant Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three p.m. 3 Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the 1:00 p.m. 1 Business Day of before a proposed Borrowing. Each Borrowing Request such telephonic request shall be irrevocable, shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Revolving Credit Borrowing or a Revolving Credit Term Loan Borrowing, and if applicable, the relevant Class thereof and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, that notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If Except as otherwise provided in Section 2.10(b), if no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR a Eurodollar Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the relevant Borrower shall be deemed to have selected an Interest Period of one 1 month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f2.2(f), as to which this Section 2.03 2.3 shall not apply), the Borrower shall hand deliver or fax to the Administrative Agent (or give telephonic notice promptly confirmed by written notice) a duly completed Borrowing Request (a) in the case of a Eurodollar Eurocurrency Borrowing, not later than 1:00 p.m.12:00 (noon), New York City timeLocal Time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 (noon), New York City time, on the one Business Day of before a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A US$ Term Loan Borrowing, a Tranche B Euro Term Loan Borrowing, an Incremental Term Loan Borrowing or a Revolving Credit Borrowing, whether such Borrowing is denominated in Dollars, and whether such Borrowing is to be a Eurodollar Eurocurrency Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Eurocurrency Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.022.2. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Eurocurrency Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 2.3 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to To request a Revolving Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f2.17(e)(ii), as to which this Section 2.03 shall not apply), the Borrower shall deliver, by hand deliver delivery, telecopier or fax electronic mail, a duly completed and executed Borrowing Request to the Administrative Agent a duly completed Borrowing Request (ai) in the case of a Eurodollar Borrowing, not later than 1:00 2:00 p.m., New York City time, three Business Days before a the date of the proposed Borrowing, and Borrowing or (bii) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on the one Business Day before the date of a the proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower irrevocable and shall specify the following information: information in compliance with Section 2.02: (ia) whether the Borrowing then being requested is to aggregate amount of such Borrowing; (b) the date of such Borrowing, which shall be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and Business Day; (c) whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); ; (iid) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (e) the date of such Borrowing location (which shall be a Business Day); (iiian account in the United States) the and number and location of the Borrower’s account to which funds are to be disbursed disbursed; and (which shall be an account f) that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements conditions set forth in Section 2.02Sections 4.02(b) through (e) have been satisfied as of the date of the Borrowing Request. If no election as to the Type of Borrowing is specified in any such noticespecified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing is specified in any such noticeBorrowing, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall promptly advise each Lender of the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each the amount of such Lender's portion ’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar EurodollarSOFR Borrowing, not later than 1:00 p.m.12:00 (noon), New York City time, three Business Days before a proposed BorrowingBorrowing or, in the case of any EurodollarSOFR Borrowing to be made on the Restatement Date, not later than 12:00 (noon) New York City time, one Business Day prior to the Restatement Date, and (b) in the case of an ABR Borrowing, not later than 12:00 (noon), New York City time, on the Business Day requested date of Borrowing, and (c) in the case of a proposed EURIBO Rate Borrowing or a XXXXX Xxxx Borrowing, not later than 12:00 (noon) New York City time, three Business Days prior to the requested date of such XXXXXX Xxxx Borrowing or XXXXX Xxxx Borrowing. Each such telephonic Borrowing Request shall be irrevocableirrevocable (provided that, any telephonic notification or Borrowing Request in respect of a Borrowing to be made on the Restatement Date may be revoked and/or extended by not more than 5 Business Days pending satisfaction of the conditions set out in Article IV), and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term EurodollarSOFR Borrowing, a Tranche B Term EURIBO Rate Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar XXXXX Rate Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar EurodollarSOFR Borrowing, a EURIBO Rate Borrowing or a XXXXX Xxxx Borrowing, the Interest Period with respect thereto; and (vi) if such Borrowing is to be a EurodollarSOFR Borrowing, a EURIBO Rate Borrowing or a XXXXX Xxxx Borrowing, the currency of such Borrowing; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar EurodollarSOFR Borrowing, EURIBO Rate Borrowing or XXXXX Xxxx Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. If no currency with respect to a Borrowing is specified, the currency shall be in Dollars in case of an ABR Borrowing or SOFR Borrowing, and in case of a Borrowing in an Alternative Currency, the currency shall be EUR for EURIBO Rate Borrowings and Sterling for XXXXX Xxxx Borrowings. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Revolving Borrowing or a Term Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.9:00 a.m., New York City California time, at least three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon10:00 a.m., New York City California time, on the one Business Day of before a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: : (i) whether the requested Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Revolving Borrowing or a Revolving Credit Term Loan Borrowing, and ; (ii) whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (or a Eurodollar Borrowing; provided that until the Administrative Agent Joint Lead Arrangers shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27within 180 days after the Closing Date), 2001) the Borrower shall not only be permitted to request a (x) ABR Borrowings or (y) Eurodollar Borrowing); Borrowings with an Interest Period of seven days, unless otherwise agreed to by the Joint Lead Arrangers; (iiiii) the date of such Borrowing (which shall be a Business Day); ; (iiiiv) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); ; (ivv) the amount of such Borrowing; and and (vvi) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's duration, except as set forth above. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), ) and of each Lender's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall notify the Administrative Agent by telephone (promptly confirmed by fax) or shall hand deliver or fax to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 (noon), New York City time, three Business Days before a proposed Borrowing, Borrowing and (b) in the case of an ABR Borrowing, not later than 12:00 (noon), New York City time, one Business Day before a proposed Borrowing; provided, however, that with respect to ABR Borrowings in respect of Term Loans made pursuant to and in accordance with Section 2.01(a) on the Closing Date, such Borrowing Request may be delivered not later than 9:00 a.m., New York City time, on the Business Day of a proposed BorrowingClosing Date. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the initial Interest Period with respect theretothereto and the Class of Loans to which such initial Interest Period will apply; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to in accordance with this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to To request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f)Loans, as to which this Section 2.03 shall not apply), the Borrower shall deliver, by hand deliver delivery, e-mail through a “pdf” copy (if arrangements for doing so have been approved by the Administrative Agent) or fax facsimile, a duly completed and executed Borrowing Request to the Administrative Agent a duly completed Borrowing Request (ai) in the case of a Eurodollar BorrowingLoans, not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days before a the date of the proposed Borrowing, and Borrowing (bor such shorter period as the Administrative Agent is willing to accommodate) or (ii) in the case of an ABR BorrowingLoans (other than Swingline Loans), not later than 12:00 noon, New York City time, on the Business Day of a the proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower irrevocable and shall specify the following information: information in compliance with Section 2.02: (ia) whether the Borrowing then being requested borrowing is to be a Tranche A borrowing of Revolving Loans, Term Borrowing, a Tranche B Term Borrowing, an Loans or Incremental Term Borrowing or Loans; (b) the aggregate amount of such borrowing; (c) the date of such borrowing, which shall be a Revolving Credit Borrowing, and Business Day; (d) whether such Borrowing borrowing is to be for ABR Loans or Eurodollar Loans; (e) in the case of Eurodollar Loans, the initial Interest Period to be applicable thereto, which shall be a Eurodollar Borrowing or an ABR Borrowing (period contemplated by the definition of the term “Interest Period”; provided that until prior to the Administrative Agent shall have notified earlier of (i) the Borrower date that is 90 days after the Closing Date and (ii) the date the completion of the primary syndication of the Commitments and Loans has been completed (which notice as determined by the Arranger) (or such shorter period as may be approved by UBS Securities LLC), the Interest Period shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001one month; (f) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date location and number of such Borrowing (which shall be a Business Day); (iii) the number and location of the Borrower’s account to which funds are to be disbursed disbursed; and (which shall be an account g) that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements conditions set forth in Section 2.02Sections 4.02(b)-(d) have been satisfied as of the date of the notice. If no election as to the Type of Borrowing Loans is specified in any such noticespecified, then the requested Borrowing borrowing shall be an for ABR BorrowingLoans. If no Interest Period is specified with respect to any requested Eurodollar Borrowing is specified in any such noticeLoan, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall promptly advise each Lender of the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each the amount of such Lender's portion ’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar an Alternative Rate Borrowing, not later than 1:00 p.m., 12:00 noon (New York City time, ) three Business Days before a proposed BorrowingBorrowing (which Borrowing Request, in the case of any proposed Alternative Rate Borrowings to be made on the Closing Date, (x) may be delivered not later than 12:00 noon (New York time) two Business Days before the Closing Date and (y) shall be accompanied by a Funding Indemnity), and (b) in the case of an ABR Borrowing, not later than 12:00 noon, noon (New York City time, on the ) one Business Day of before a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and provided that such Class is then available hereunder; (ii) the aggregate principal amount of such Borrowing, provided that in no event shall the aggregate principal amount of such Borrowing exceed (x) the respective Commitment amounts set forth on Schedule 2.01 or, (y) in the case of any Revolving Borrowing on the Closing Date, the maximum amount therefor set forth in clause (iii) of the proviso to Section 2.01(b); (iii) the Currency in which -65- such Borrowing is to be made, which shall be Dollars or Euro; provided that in no event shall the Borrower request that a Revolving Borrowing be denominated in Euros if, immediately following the making of such Borrowing, the aggregate principal amount of Revolving Loans denominated in Euros would exceed the Revolving Facility Euro Sublimit; (iv) whether such Borrowing is to be a Eurodollar an Alternative Rate Borrowing or or, if applicable, an ABR Borrowing (provided it being understood that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall no Borrowing denominated in Euros will be given as promptly as practicable an ABR Borrowing), and, in any eventfor each Alternative Rate Borrowing, on or prior the initial Interest Period with respect to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar such Borrowing); (iiv) the date of such Borrowing (which shall be a Business Day); and (iiivi) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such noticenotice and such Borrowing is a Revolving Loan (x) for a Borrowing in Dollars, then the requested Borrowing shall be an ABR BorrowingBorrowing and (y) for a Borrowing in Euros, then the requested Borrowing shall be an Alternative Rate Borrowing (with an Interest Period of one month). If no Interest Period with respect to any Eurodollar Alternative Rate Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to in accordance with this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar an Alternative Rate Borrowing, not later than 1:00 p.m., 12:00 noon (New York City time, ) three Business Days before a proposed BorrowingBorrowing (which Borrowing Request, in the case of any proposed Alternative Rate Borrowings to be made on the Closing Date, (x) may be delivered not later than 12:00 noon (New York time) two Business Days before the Closing Date and (y) shall be accompanied by a Funding Indemnity), and (b) in the case of an ABR Borrowing, not later than 12:00 noon, noon (New York City time, on the ) one Business Day of before a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and provided that such Class is then available hereunder; (ii) the aggregate principal amount of such Borrowing, provided that in no event shall the aggregate principal amount of such Borrowing exceed the respective Commitment amounts set forth on Schedule 2.01; (iii) the Currency in which such Borrowing is to be made, which shall be Dollars or Euro, or, in the case of a Revolving Borrowing only, another Alternative Currency; provided that in no event shall the Borrower request that a Revolving Borrowing be denominated in an Alternative Currency if, immediately following the making of such Borrowing, the aggregate principal amount of Revolving Loans denominated in Alternative Currencies would exceed the Revolving Facility Alternative Currency Sublimit; (iv) whether such Borrowing is to be a Eurodollar an Alternative Rate Borrowing or or, if applicable, an ABR Borrowing (provided it being understood that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall no Borrowing denominated in an Alternative Currency will be given as promptly as practicable an ABR Borrowing), and, in any eventfor each Alternative Rate Borrowing, on or prior the initial Interest Period with respect to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar such Borrowing); (iiv) the date of such Borrowing (which shall be a Business Day); and (iiivi) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such noticenotice and such Borrowing is a Revolving Loan (x) for a Borrowing in Dollars, then the requested Borrowing shall be an ABR BorrowingBorrowing and (y) for a Borrowing in an Alternative Currency, then the requested Borrowing shall be an Alternative Rate Borrowing (with an Interest Period of one month). If no Interest Period with respect to any Eurodollar Alternative Rate Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Interest Periods for any Revolving Alternative Rate Borrowings from and after the Closing Date may be for such duration or such durations as the Administrative Agent and the Borrower may reasonably select in their sole discretion in order to confirm the effectivness of this Agreement. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to in accordance with this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the a Borrower shall hand deliver or fax telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Euro Rate Borrowing, not later than 1:00 p.m.12:00 noon, New York City Dallas time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon2:00 p.m., New York City Dallas time, on the one Business Day of before a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the applicable Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a an Incremental Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental C Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Eurocurrency Borrowing, a EURIBOR Borrowing or an ABR Borrowing (provided that until the Administrative Syndication Agent shall have notified the Borrower Company and the Administrative Agent that the primary syndication of the Tranche C Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the First Amended and Restated Credit Agreement Closing Date), the Company shall only request, at its option, Tranche C Borrowings as either (x) ABR Borrowings or (y) Eurocurrency Borrowings with one-month Interest Periods all ending on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowingsame date); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; Borrowing and (v) if such Borrowing is to be a Eurodollar Euro Rate Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Euro Rate Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Eurocurrency Borrowing, not later than 1:00 p.m.10:00 a.m., New York City California time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City California time, on the one Business Day of before a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Eurocurrency Borrowing or an ABR Borrowing (provided that until the Administrative Syndication Agent shall have notified the Borrower and the Administrative Agent that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27within 30 days after the Closing Date), 2001) the Borrower shall not be permitted to request a Eurodollar Borrowingonly request, at its option, either (x) ABR Borrowings or (y) Eurocurrency Borrowings with one-month Interest Periods all ending on the same date); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; Borrowing and (v) if such Borrowing is to be a Eurodollar Eurocurrency Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Eurocurrency Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested Borrowing.

Borrowing Procedure. In order to To request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f)Revolving Borrowing, as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (apromptly confirmed by telecopy) (i) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three (3) Business Days before a the date of the proposed Borrowing, and Borrowing or (bii) in the case of an ABR BorrowingBorrowing (other than Swingline Loans), not later than 12:00 noon9:00 a.m., New York City time, on the Business Day of a the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by or on behalf of the Borrower Borrower. Each such telephonic and written Borrowing Request shall specify the following information: information in compliance with Section 2.02: (ia) whether the requested Borrowing then being requested is to be a Tranche A Term Revolving Borrowing; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and Business Day; (d) whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing or a Eurodollar Borrowing; (provided e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; provided, that until the earlier of (i) the date on which the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); and (ii) the date of such Borrowing (which is 60 days after the Closing Date, the Interest Period shall be a Business Day); two weeks; (iiif) the location and number and location of the Borrower’s account to which funds are to be disbursed (disbursed, which shall be an account that complies comply with the requirements of Section 2.02(c))2.02; and (ivg) that the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements conditions set forth in Section 2.024.02 (b) and (c) are satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified in any such noticespecified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing is specified in any such noticeBorrowing, then the Borrower shall be deemed to have selected an Interest Period of one month's duration’s duration (subject to the proviso in clause (e) above). The Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall promptly advise each Lender of the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each the amount of such Lender's portion ’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to request a Term Loan Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Revolving Credit Borrowing, the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, such request by telephone not later than 1:00 12:00 p.m., New York City time, three Business Days before a proposed Borrowing, Borrowing of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and (b) in the case of an ABR Borrowing, not no later than 12:00 noona.m., New York City time, on the Business Day before the date of a proposed BorrowingBorrowing in the case of a Borrowing of ABR Loans. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery, e-mail or on behalf fax to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (ia) whether the Borrowing then being requested is to be a Tranche A Borrowing of Term BorrowingLoans, a Tranche B Term BorrowingRevolving Credit Loans, an Incremental Term Borrowing Loans or a Incremental Revolving Credit BorrowingLoans (provided that, and whether such Borrowing is the Borrower shall not be permitted to be request a Eurodollar Borrowing or with an ABR Borrowing Interest Period in excess of one month until the earlier of (provided that until x) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001practicable) and (y) the Borrower shall not be permitted to request a Eurodollar Borrowingdate that is 30 days after the Closing Date); provided, however, that the initial Interest Period of any Eurodollar Borrowing made on the Closing Date shall commence on the Closing Date and end on a date reasonably satisfactory to the Administrative Agent specified by the Borrower in such Borrowing Request; (iib) the date of such Borrowing (which shall be a Business Day); (iiic) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (ivd) the amount of such BorrowingBorrowing (stated in the Available Currency); and (ve) if whether the Loans being made pursuant to such Borrowing is Borrowings are to be a initially maintained as ABR Loans or Eurodollar BorrowingLoans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f) or 2.02(g), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax to notify the Administrative Agent (and, in the case of any PF L/C Borrowing, the Issuing Bank of PF Letters of Credit) of such request either in writing by delivery of a duly completed Borrowing Request (by hand or facsimile) or by telephone not later than (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 (noon), New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 (noon), New York City time, on the one Business Day of before a proposed Borrowing. Each A telephonic Borrowing Request shall be irrevocable, irrevocable and shall be signed confirmed promptly by hand delivery or on behalf facsimile to the Administrative Agent of the Borrower a duly completed written Borrowing Request. Each such telephonic and written Borrowing Request shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Revolving Credit Borrowing or a Revolving Credit PF L/C Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the relevant Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing or a BA Rate Borrowing, not later than 1:00 p.m., New York City time, three 12:30 p.m. 3 Business Days (or 4 Business Days in the case of a Special Notice Currency) before a proposed Borrowing, Borrowing and (b) in the case of an ABR Borrowing or Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the 12:30 p.m. 1 Business Day of before a proposed Borrowing. Each Borrowing Request such telephonic request shall be irrevocable, shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Dollar Term Loan Borrowing, a Tranche B Euro Term Borrowing, an Incremental Term Loan Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable andor, in any eventthe case of a Borrowing in Canadian Dollars, on whether such Borrowing is to be a BA Rate Borrowing or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Canadian Base Rate Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount and currency of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing or a BA Rate Borrowing, the initial Interest Period or Interest Periods with respect theretothereto and (vi) the Revolving Credit Exposure (after giving effect to the proposed Borrowing); provided, however, that, that notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing or, in the case of a Borrowing in Canadian Dollars, a Canadian Base Rate Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the relevant Borrower shall be deemed to have selected an Interest Period of one 1 month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone, fax or other means of electronic transmission (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 (noon), New York City time, three Business Days before a proposed BorrowingBorrowing (or, in the case of the Closing Date or the FundingSecond Amendment Date, such later date prior to the Closing Date or the FundingSecond Amendment Date as the Administrative Agent may agree in its sole discretion) and (b) in the case of an ABR Borrowing, not later than 12:00 noon1:00 p.m., New York City time, on the Business Day day of a proposed Borrowing. Each such Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery, fax or on behalf other means of electronic transmission to the Borrower Administrative Agent of a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; (v) in the case of Revolving Loans, the currency in which such Borrowing is to be denominated; and (vvi) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If If, in the case of Revolving Loans denominated in Dollars, no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If in the case of the initial Borrowing of Initial B-2 Term Loans on the Closing Date, no election as to the Type of Borrowing is specified in such notice, then the requested Borrowing shall be a Eurodollar Borrowing with an Interest Period as specified in clause (d) of the definition of Interest Period. Notwithstanding the foregoing, the initial Interest Periods with respect to B-1 Term Loans and Incremental B-2 Term Loans made on the FundingSecond Amendment Date shall be as set forth in clauses (e) and (f), respectively,d) of the definition of Interest Period. If no currency is specified with respect to any Revolving Credit Borrowing that is a Eurodollar Borrowing, then the Borrower shall be deemed to have requested a Borrowing in Dollars. In the case of Alternative Currency Revolving Loans, the requested Borrowing shall be a Eurodollar Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected (i) except in the case of the initial Borrowing of Initial B-2 Term Loans on the Closing Date or B-1 Term Loans or Incremental B-2 Term Loans on the Funding Date, an Interest Period of one month's ’s duration, (ii) in the case of the initial Borrowing of Initial B-2 Term Loans on the Closing Date, an Interest Period as specified in clause (d) of the definition of Interest Period and (iii) in the case of B-1 Term Loans or Incremental B-2 Term Loans made on the Funding Date, the Interest Period or Interest Periods specified in clauses (e) and (f) of the definition of Interest Period, respectively. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 2:00 p.m., New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon2:00 p.m., New York City time, on the one Business Day of before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery, e-mail or on behalf fax to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing of Loans or a Revolving Credit Borrowing, Borrowing of Incremental Loans and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27within 30 days after the Second Restatement Date), 2001) the Borrower shall not be permitted to request a Eurodollar BorrowingBorrowing with an Interest Period in excess of one month); provided, however, that the initial Interest Period of any Eurodollar Borrowing made on the Second Restatement Date shall commence on the Second Restatement Date and end on March 31, 2014; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 noon, New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the one Business Day of before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27within 30 days after the Closing Date), 2001) the Borrower shall not be permitted to request a Eurodollar BorrowingBorrowing with an Interest Period other than one month); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to To request a Borrowing Revolving Borrowing, Borrower shall notify the Administrative Agent by delivering, by hand delivery, telecopier or electronic mail (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(fsimilar means of electronic delivery), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax a duly completed and executed Borrowing Request to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar BorrowingBorrowing comprised of SOFR Loans, not later than 1:00 p.m.11:00 a.m., New York City time, three U.S. Government Securities Business Days before a prior to the requested date of the proposed Borrowing, and (b) Borrowing or in the case of an a Borrowing comprised of ABR BorrowingLoans, not later than 12:00 noon11:00 a.m., New York City time, on the Business Day requested date of a the proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower irrevocable and shall specify the following information: information in compliance with Section 2.02: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001a) the Borrower shall not be permitted to request a Eurodollar aggregate amount of such Revolving Borrowing); ; (iib) the requested date of such Borrowing (Revolving Borrowing, which shall be a Business Day); ; (iiic) whether such Revolving Borrowing is to be for ABR Loans or SOFR Loans; (d) in the case of SOFR Loans, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (e) the location and number and location of the Borrower’s account to which funds are to be disbursed (disbursed, which shall be an account that complies comply with the requirements of Section 2.02(c)2.02(d); and (ivf) that the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements conditions set forth in Section 2.02Sections 4.02(b)-(g) as applicable, have been satisfied as of the date of the Borrowing Request. If no election as to the denomination or Type of Borrowing Loans is specified in any such noticespecified, then the requested Revolving Borrowing shall be deemed to be for SOFR Loans with an ABR BorrowingInterest Period of one month’s duration. If no Interest Period is specified with respect to any Eurodollar Borrowing is specified in any such noticerequested SOFR Loan, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Promptly following receipt of a Borrowing Request, in accordance with this Section 2.03, the Administrative Agent shall promptly advise the applicable Revolving Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each the amount of such Revolving Lender's portion ’s Pro Rata Percentage of the Loans to be made as part of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), ) or a Borrowing of Swing Line Loans under Section 2.23 as to which this Section 2.03 shall not apply), the Administrative Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request (a) in the case of a Eurodollar Term SOFR Borrowing, not later than 1:00 p.m.p.m, New York City time, three (3) Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon1:00 p.m., New York City time, on the Business Day prior to the requested date of a proposed Borrowing. Each such Borrowing Request shall be irrevocable, shall be signed in the form of a written Borrowing Request delivered by hand or on behalf of fax to the Borrower Administrative Agent and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Revolving Credit Borrowing, a Tranche B 2023 Incremental Term Loan Borrowing, a Refinancing Revolving Loan Borrowing, a Refinancing Term Loan Borrowing or an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Term SOFR Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Term SOFR Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Term SOFR Borrowing is specified in any such notice, then the Administrative Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the Borrower shall hand deliver or fax telecopy to the Administrative Agent a duly completed Borrowing Request substantially in the form of Exhibit C (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 (noon), New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the one Business Day of before a proposed Borrowing; provided, however, that Borrowing Requests with respect to Borrowings to be made on the Closing Date may, at the discretion of the Administrative Agent, be delivered later than the times specified above. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit BorrowingBorrowing (and in the case of a Term Borrowing the Commitments pursuant to which the Loans comprising such Borrowing are to be made), and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); , (iii) in the case of a Borrowing the proceeds of which are to be received by the Borrower, the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly (and in any event on the same day that the Administrative Agent receives such notice, if received by 1:00 p.m., New York City time, on such day) advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested Borrowing. If the Borrower shall not have delivered a Borrowing Request in accordance with this Section 2.03 prior to the end of the Interest Period then in effect for any Revolving Credit Borrowing requesting that such Borrowing be refinanced, then the Borrower shall (unless the Borrower has notified the Administrative Agent, not less than three Business Days prior to the end of such Interest Period, that such Borrowing is to be repaid at the end of such Interest Period) be deemed to have delivered a Borrowing Request requesting that such Borrowing be refinanced with a new Borrowing of equivalent amount, and such new Borrowing shall be an ABR Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f)Competitive Borrowing, as to which this Section 2.03 2.04 shall not apply), the Borrower shall hand deliver by hand, telecopy or fax other writing transmitted electronically (including in the form of a .pdf attachment) to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.10:30 a.m., New York City time, three Business Days before a proposed Borrowing, Borrowing and (b) in the case of an ABR Borrowing, not later than 12:00 noon10:30 a.m., New York City time, on the Business Day day of a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower an Authorized Representative, and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such noticenotice by the Borrower, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 2.04 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.