Common use of Borrowing Procedure Clause in Contracts

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to the Administrative Agent (a) in the case of a Revolving Borrowing, not later than 12:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Date, not later than 12:00 p.m., New York City time, (1) one Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be 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 Business Day; (d) 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 and number of the account to which funds are to be disbursed; and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile hand delivery, telecopier or other electronic transmission if arrangements for doing so have been approved mail (in writing (including via email) pdf form and then followed by the Administrative Agentoriginal via overnight mail), a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 2:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be 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 Business Day; (d) 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 of the Borrower’s account to which funds are to be disbursed; and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(bSections 4.02(b)-(d) and Section 4.02(c) will be have been satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an ABR Borrowing. If no Interest Period of one month’s duration. If the is specified with respect to any requested Eurodollar Borrowing, then Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by hand delivery, facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to the Administrative Agent (a) in the case of a Revolving Borrowing, not later than 12:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Date, not later than 12:00 p.m., New York City time, (1) one Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be 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 Business Day; (d) 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 and number of the account to which funds are to be disbursed; and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopier, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.9:00 a.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be 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 Business Day; (d) 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 and number of the Borrower's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(bSections 4.02(b)-(c) and Section 4.02(c) will be have been satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing with Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s 's duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s 's Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopy, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Revolving Borrowing of Revolving Loans or Term LoansLoan Borrowing; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a Business Day; (d) 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”"; provided that at any time on or before the earlier of (x) the date on which the Lead Arranger shall have notified Borrower that a Successful Syndication has been achieved and (y) the thirtieth day following the Closing Date, the Interest Period shall be seven days; (f) the location and number of the Borrower's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02; and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(bSections 4.02(b)-(e) and Section 4.02(c) will be are satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing with Revolving Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. If 's duration (subject to the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s durationproviso in clause (e) above). Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s 's Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by hand delivery, facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 2:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month(or, or (b) in the case of Eurodollar Borrowings that are Term Loan Borrowings to be made on the Closing Date, not later than 12:00 p.m., New York City time, (1) one Business Day before the date of the proposed Borrowing) or (ii) in the case of an ABR Borrowing, not later than 12:00 noon., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), on the Business Day prior to the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be 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 Business Day; (d) 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 and number of the account to which funds are to be disbursed; and (g) with respect to each Credit Extension made after the Closing DateExtension, that the conditions set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Each Revolving Borrowing or Term Loan Credit Borrowing, each conversion of a Borrowing from one Type to the other, and each continuation of a Eurodollar Rate Borrowing shall be made upon the Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Representative’s irrevocable notice to Administrative Agent, a duly completed and executed Borrowing Request to the which may be given by telephone. Each such notice must be received by Administrative Agent (a) in the case of a Revolving Borrowing, not later than 12:00 p.m., New York City time 11:00 a.m. (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), i) three (3) Business Days before prior to the requested date of any Borrowing of, conversion to or continuation of a Eurodollar Rate Borrowing or of any conversion of a Eurodollar Rate Borrowing to a Base Rate Borrowing, and (ii) on the proposed requested date of any Base Rate Borrowing. Each telephonic notice by the Borrower Representative pursuant to this Section 2.1(b) must be confirmed promptly by delivery to Administrative Agent of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower Representative. Each Borrowing of, conversion to or continuation of a Eurodollar Rate Borrowing shall be in a principal amount of $250,000 or a whole multiple of $50,000 in excess thereof. Except as provided in Sections 2.2(c) and 2.3(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 Revolving Base Rate Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings an amount equal to be made on the Closing Date, not later than 12:00 p.m., New York City time, (1) one Business Day before the date of the proposed BorrowingAvailability. Each Borrowing Request shall be irrevocable and (whether telephonic or written) shall specify the following information in compliance with Section 2.02: (aA) whether the requested Borrowing Borrower Representative is requesting a Revolving Credit Borrowing, a conversion of Borrowings from one Type to be the other, or a Borrowing continuation of Revolving Loans or Term Loans; Borrowings, (bB) the aggregate amount of such Borrowing; (c) the requested date of such the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day; ), (dC) whether such Borrowing is the principal amount of Borrowings to be an ABR Borrowing borrowed, converted or a Eurodollar Borrowing; continued, (eD) in the case Type of a Eurodollar Borrowing, the initial Interest Period Borrowings to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number of the account borrowed or to which funds existing Borrowings are to be disbursed; and converted, and (gE) if applicable, the duration of the Interest Period with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an Interest Period of one month’s durationthereto. If the Borrower Representative fails to specify a Type of Borrowing in a Borrowing Request or if the Borrower Representative fails to give a timely notice requesting a conversion or continuation, then the applicable Borrowing shall be made as, or converted to, a Base Rate Borrowing. 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 Eurodollar Rate Borrowing. If the Borrower Representative requests a Borrowing of, conversion to, or continuation of a Eurodollar Rate Borrowing in any such Borrowing Request, but fails to specify an Interest Period, the Borrower it will be deemed to have specified an Interest Period of one (1) month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or (including in respect of a Borrowing of the Term Loan BorrowingLoans to be made hereunder), the Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by notify the Administrative Agent, Agent of such request by telephone (promptly confirmed by telecopy) or by delivering a duly completed and executed Borrowing Request to the Administrative Agent (a) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 2:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 2:00 p.m., New York City time, (1) one Business Day before the date of the proposed Borrowing; provided that, any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.17(e) may be given not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed not later than 3:00 p.m., New York City time, on such Business Day by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request substantially in the form of Exhibit C and signed by Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing; (cb) the date of such Borrowing, which shall be a Business Day; (dc) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ed) 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”;; and (fe) the location and number of the Borrower’s account to which funds are to be disbursed; and (g) , which shall comply with respect to each Credit Extension made after the Closing Date, that the conditions set forth in requirements of Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made2.02. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an ABR Borrowing. If no Interest Period of one month’s duration. If the is specified with respect to any requested Eurodollar Revolving Borrowing, then Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the (i) The Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by give the Administrative Agent at the Administrative Agent, a duly completed and executed ’s Office prior to 1:00 p.m. (New York City time) (i) at least three Business Days’ prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR Loans, and (ii) prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Loans if all such Loans are to be ABR Loans. Such Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 hereto, as applicable, and shall specify (i) the aggregate principal amount of the Loans to be made, (ii) the date of the Borrowing and (iii) whether the Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Loans are to include LIBOR Loans, the Interest Period to be initially applicable thereto. Each telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by delivery to the Administrative Agent (a) in the case of a Revolving Borrowing, not written Borrowing Request by no later than 12:00 p.m., New York City time 2:00 p.m. (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Date, not later than 12:00 p.m., New York City time, ). The Administrative Agent shall promptly give each Lender written notice (1or telephonic notice promptly confirmed in writing) one Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount , of such Borrowing; (c) Xxxxxx’s proportionate share thereof and of the date of such Borrowing, which shall be a Business Day; (d) 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 other matters covered by the definition of the term “Interest Period”; (f) the location and number of the account to which funds are to be disbursed; and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested related Borrowing is made. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an Interest Period of one month’s durationRequest. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Periodwhether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent applicable Loans shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested BorrowingABR Loans.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Lead Borrower shall deliver, notify the Administrative Agent of such request by facsimile telecopy or other electronic transmission (if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to the Administrative Agent which approval shall not be unreasonably withheld, conditioned or delayed) or telephone (apromptly confirmed by telecopy or electronic transmission) (i) in the case of a Revolving BorrowingBorrowing of LIBO Rate Loans, not later than 12:00 1:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datea Borrowing of Base Rate Loans (other than Swingline Loans), not later than 12:00 1:00 p.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each such telephonic Notice of Borrowing Request shall be irrevocable irrevocable, subject to Sections 2.09 and 3.01, and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Notice of Borrowing in a form approved by the Administrative Agent and signed by the Lead Borrower. Each such telephonic and written Notice of Borrowing shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing; (cb) the date of such Borrowing, which shall be a Business Day; (dc) whether such Borrowing is to be an ABR a Borrowing of Base Rate Loans or a Eurodollar BorrowingBorrowing of LIBO Rate Loans; (ed) in the case of a Eurodollar BorrowingBorrowing of LIBO Rate 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 if the Borrowers wish to request LIBO Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m., New York City time, four Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to each Lender of such request and determine whether the requested Interest Period is acceptable to all of them and the Administrative Agent shall notify the Lead Borrower (which notice may be by telephone) not later than 11:00 a.m., New York City time, three Business Days before the requested date of such Borrowing, conversion or continuation whether or not the requested Interest Period has been consented to by such Lenders; and (fe) the location and number of the account to which funds are to be disbursed; and (g) , which shall comply with respect to each Credit Extension made after the Closing Date, that the conditions set forth in requirements of Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made2.02. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an of Base Rate Loans. If no Interest Period is specified with respect to any requested Borrowing of one month’s duration. If LIBO Rate Loans, then the Lead Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Notice of Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or a Term Loan Borrowing, the Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to notify the Administrative Agent of such request by telephone (promptly confirmed by telecopy) (a) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 1:00 p.m., New York City time time, three Business Days before the date of the proposed Borrowing or (or such b) in the case of an ABR Borrowing, not later time on such than 1:00 p.m., New York City time, one Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.18(e) may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Date, given not later than 12:00 p.m.11:00 a.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be 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 Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Revolving Borrowing of Revolving Loans or a Term LoansLoan Borrowing; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a Business Day; (d) 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”;; provided that until the earlier of (i) the date which is 30 days after the Closing Date and (ii) the date on which a successful syndication of the Loans and Commitments shall have been declared by the Joint Lead Arrangers, Borrower shall only be permitted to request an Interest Period of seven days; and (f) the location and number of the Borrower’s account to which funds are to be disbursed; and (g) , which shall comply with respect to each Credit Extension made after the Closing Date, that the conditions set forth in requirements of Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made2.02. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing with Revolving Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. If duration (subject to the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period proviso of one month’s durationclause (e) above). Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile or The following procedures apply to Borrowings other electronic transmission if arrangements for doing so have been approved in writing than Swing Line Borrowings (including via emailsee Section 2.4) by the Administrative Agent, a duly completed and executed Borrowing Request to the Administrative Agent drawings under an LC (a) in the case of a Revolving Borrowing, not later than 12:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Date, not later than 12:00 p.m., New York City time, (1) one Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with see Section 2.02:2.3): (a) whether the requested Borrowing is to be Borrower may request a Borrowing by submitting to Administrative Agent a Borrowing Request. The Borrowing Request must be received by Administrative Agent no later than (i) 12:00 noon on the third Business Day preceding the Borrowing Date for any LIBOR Rate Borrowing or (ii) 11:00 a.m. on the Borrowing Date for any ABR Borrowing. Administrative Agent shall promptly notify each Lender of Revolving Loans or Term Loans;its receipt of any Borrowing Request and its contents. A Borrowing Request is irrevocable and binding on Borrower. (b) By 2:00 p.m. on the aggregate amount applicable Borrowing Date, each Lender shall remit its Pro Rata Part of each requested Borrowing by wire transfer to Administrative Agent pursuant to Administrative Agent’s wire transfer instructions on Schedule 1 (or as otherwise directed by Administrative Agent) in funds that are available for immediate use by Administrative Agent. Subject to receipt of such Borrowing;funds, Administrative Agent shall make such funds available to Borrower as directed in the Borrowing Request (unless Administrative Agent has actual knowledge that any applicable condition precedent has not been satisfied by Borrower and has not been waived by Majority Lenders). (c) the date of such BorrowingAbsent contrary written notice from a Lender, which shall be a Business Day; (d) 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 Administrative Agent may assume that each Lender has made its Pro Rata Part of the term “Interest Period”; (f) requested Borrowing available to Administrative Agent on the location and number of the account to which funds are to be disbursed; and (g) with respect to each Credit Extension made after the Closing applicable Borrowing Date, and Administrative Agent may, in reliance upon such assumption (but is not required to), make available to Borrower a corresponding amount. If a Lender fails to make its Pro Rata Part of any requested Borrowing available to Administrative Agent on the applicable Borrowing Date, Administrative Agent may recover the applicable amount on demand (i) from that Lender, together with interest at the conditions set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of Federal Funds Effective Rate for the period commencing on the date the requested Borrowing is made. If no election as amount was made available to Borrower by Administrative Agent and ending on (but excluding) the date Administrative Agent recovers the amount from that Lender or (ii) if that Lender fails to pay its amount upon demand, then from Borrower, together with interest at an annual interest rate equal to the Type of Borrowing is specified, then rate applicable to the requested Borrowing shall be a Eurodollar for the period commencing on the Borrowing with an Interest Period of one month’s duration. If Date and ending on (but excluding) the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the date Administrative Agent shall advise each Lender of the details thereof and of recovers the amount from Borrower. No Lender is responsible for the failure of such Lender’s Loan any other Lender to be made as part make its Pro Rata Part of the requested any Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall delivergive Administrative Agent notice of each Borrowing by means of a Borrowing Request Form containing the information required therein and delivered (by hand or by mechanically confirmed facsimile) to Administrative Agent no later than 5:00 p.m. (New York, NY time) on the day prior to which the Borrowing is desired to be funded. Each Borrowing shall be in an amount no less than $[***] up to the Maximum Facility Amount less outstanding Borrowings. Administrative Agent at its option may accept telephonic requests for such Borrowings, provided that such acceptance shall not constitute a waiver of Administrative Agent’s right to require delivery of a Borrowing Request Form in connection with subsequent Borrowings. Any telephonic request for a Borrowing by Borrower shall be promptly confirmed by submission of a properly completed Borrowing Request Form to Administrative Agents, but failure to deliver a Borrowing Request Form shall not be a defense to payment of the Borrowing. No Lender shall have liability to Borrower for any loss or damage suffered by Xxxxxxxx as a result of Xxxxxxx’ honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically, by facsimile or other electronic transmission if arrangements for doing so electronically and purporting to have been approved in writing (including via email) sent to Administrative Agent by Xxxxxxxx and Lenders shall have no duty to verify the Administrative Agent, a duly completed and executed Borrowing Request origin of any such communication or the identity or authority of the Person sending it. Subject to the Administrative Agent (a) in the case terms and conditions of a Revolving Borrowingthis Agreement, not later than 12:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Date, not later than 12:00 p.m., New York City time, (1) one Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be 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 Business Day; (d) 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 and number of the account to which funds are to be disbursed; and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be made available to Borrower by depositing the same, in immediately available funds, in an account of Borrower designated by Xxxxxxxx maintained with Administrative Agent at the Principal Office. If, after giving effect to a Eurodollar Borrowing with an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Periodrequested Borrowing, the Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of there is a Borrowing Request in accordance with this Section 2.03Base Deficiency, the or if Administrative Agent determines (either then or on any later day in the course of reviewing the same) that the Borrowing Request Form submitted to it is incomplete or incorrect in any material respect, then Lenders shall advise each Lender of withhold the details thereof and of the amount of entire Borrowing until Borrower shall have demonstrated to Administrative Agent’s reasonable satisfaction that such Lender’s Loan to be made as part of the requested BorrowingBorrowing Request Form is in fact not (or is no longer) incomplete or incorrect in any material respect.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the applicable Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopy, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.10:00 a.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans, U.S. Term Loans or Canadian Term Loans; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a Business Day; (d) 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”; provided that until the earlier of (x) the date on which the Syndication Agent shall have notified U.S. Borrower that a Successful Syndication has been achieved and (y) 60 days after the Third Amendment Effectiveness Date, the Interest Period for any Term Loans shall be seven days; (f) the location and number of the applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section Sections 4.02(b) and Section 4.02(cthrough (d) will be have been satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing with Revolving Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. If duration (subject to the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s durationproviso in clause (e) above). Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To In order to request a Revolving Borrowing or Term Loan (other than a Competitive Borrowing, as to which this Section 2.04 shall not apply), the Borrower shall deliver, by facsimile hand deliver or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Revolving Borrowing, not later than 12:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Date, not later than 12:00 p.m., New York City time, (1) one Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be 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 Business Day; (d) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before a proposed Borrowing and (b) in the initial Interest Period case of an ABR Borrowing, not later than 10:00 a.m., New York City time, on the day of a proposed Borrowing. Each Borrowing Request shall be irrevocable, signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be applicable thereto, a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a period contemplated by the definition of the term “Interest Period”; Business Day); (fiii) the number and location and number of the account to which funds are to be disburseddisbursed (which shall be an account that complies with the requirements of Section 2.02(c)); and (giv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect to thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each Credit Extension made after requested Borrowing shall comply with the Closing Date, that the conditions requirements set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made2.02. If no election as to the Type of Borrowing is specifiedspecified in any such notice, then the requested Borrowing shall be a an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing with 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 the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the The Administrative Agent shall promptly advise each Lender the Lenders of any notice given pursuant to this Section 2.04 (and the details thereof contents thereof), and of the amount of such each Lender’s Loan to be made as part 's portion of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the applicable Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopy, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.10:00 a.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section SECTION 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans, U.S. Term Loans or Canadian Term Loans; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a Business Day; (d) 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”"; PROVIDED that until the earlier of (x) the date on which the Syndication Agent shall have notified U.S. Borrower that a Successful Syndication has been achieved and (y) 60 days after the Closing Date, the Interest Period shall be seven days; (f) the location and number of the applicable Borrower's account to which funds are to be disbursed, which shall comply with the requirements of SECTION 2.02(c); and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section SECTIONS 4.02(b) and Section 4.02(cTHROUGH (d) will be have been satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing with Revolving Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. If 's duration (subject to the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s durationproviso in clause (e) above). Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s 's Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopier, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Date, not later than 12:00 p.m.11:00 a.m., New York City time, (1) one three Business Day Days before the date Closing Date or (ii) in the case of an ABR Borrowing, not later than 9:00 a.m., New York City time, on the proposed BorrowingClosing Date. Each The Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing aggregate amount of Revolving Loans or Term Loansthe Borrowing; (b) the aggregate amount date of such the Borrowing, which shall be the Closing Date (and a Business Day); (c) whether the date of such Borrowing, which shall be a Business Day; (d) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ed) 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”"; (fe) the location and number of the Borrower's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (gf) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(bSections 4.01(r)-(s) and Section 4.02(c) will be have been satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing with Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s 's duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s 's Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To (a) In order to request a Revolving Borrowing or Term Loan BorrowingLoan, the Borrower shall deliver, deliver by hand or by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request means to the Administrative Agent (a) in a duly completed Borrowing Request, together with the case of a Revolving Borrowingrelated Addition Notice, Borrowing Base Certificate and data tape or other electronic file containing information regarding the Related Receivables to be transferred on such Funding Date not later than 12:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Date, not later than 12:00 1:00 p.m., New York City time, (1) one Business Day before the date proposed Funding Date. Such Borrowing Base Certificate shall provide the current calculation of the proposed BorrowingClass A Borrowing Base and Class B Borrowing Base (i) if such Funding Date is a Settlement Date, as of the end of business on the related Determination Date, or (ii) if such Funding Date is not a Settlement Date, as of the end of business on the Determination Date for the most recent Settlement Date (or as of the end of business on such date as agreed by the Administrative Agent). The Borrower shall submit no more than five (5) Borrowing Requests (and accompanying Addition Notices and Borrowing Base Certificates) per week, unless otherwise agreed by the Administrative Agent. Each Borrowing Request shall be irrevocable irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information in compliance with Section 2.02: information: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (bi) the aggregate amount Funding Date of such Borrowing; Loans (c) the date of such Borrowing, which shall be a Business Day; ); (d) 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”; (fii) the number and location and number of the account to which funds are to be disburseddisbursed (which shall be an account that complies with the requirements of Section 2.02(c)); and and (giii) with respect the aggregate amount to each Credit Extension made after be borrowed and the Closing Dateallocation of Class A Loans and Class B Loans requested; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, (x) the Borrower shall not submit any Class A Borrowing Request unless accompanied by a Class B Borrowing Request such that the conditions aggregate amount of borrowing requested is proportionally split based on the Unrated Class A Advance Rate and the Unrated Class B Advance Rate and (y) each requested borrowing of Loans shall comply with the requirements set forth in Section 4.02(b2.02. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Loans. (b) and Section 4.02(c) The Borrower will be satisfied or waived entitled to an additional advance (the “Flex Loan”) in an amount equal to (a) the greater of (i) the Available Flex Amount and (ii) the Flex Variable Amount, plus (b) the Flex Variable Amount; provided, however, that if the Adjusted Net Rated Advance Rate as of any date of determination is greater than 85%, the date the requested Borrowing is made. If no election as to the Type of Borrowing is specified, then the requested Borrowing Flex Loan shall be zero. In no event shall any Flex Loan cause a Eurodollar Borrowing Facility Advance Cap Deficiency or result in the aggregate Invested Amount of the Lenders exceeding the Facility Advance Purchase Price Cap. (c) Upon any Ratings Requirement Bring-Down with an Interest Period of one month’s duration. If respect to which the Borrower requests a Eurodollar Borrowing but fails to specify an Interest PeriodRated Class A Advance Rate and/or the Rated Class B Advance Rate are reduced, the Borrower will Administrative Agent may elect to cause a Class A Borrowing Request and/or Class B Borrowing Request, as applicable, to be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of a been submitted by the Borrower, in order to cure any Borrowing Request in accordance with this Section 2.03Base Deficiency (e.g., decreasing the Class A Invested Amount and increasing the Class B Invested Amount). (d) With respect to each Borrowing Request, the Borrower shall direct the Administrative Agent shall advise each Lender of to deposit in (or to direct the details thereof and of Account Bank to credit to) the Reserve Account such amount of such Lender’s Loan as required to be made as part of ensure that the requested Borrowingthat amounts on deposit in the Reserve Account equal the Required Reserve Account Amount.

Borrowing Procedure. (a) To request a Revolving Borrowing or Term Loan Borrowing, Administrative Borrower, on behalf of the Borrower applicable Borrower, shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) hand 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 (ai) in the case of a Revolving Eurocurrency Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.9:00 a.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (bi) the aggregate amount of such Borrowing; (cii) the date of such Borrowing, which shall be a Business Day; 55 (iii) whether such Borrowing shall constitute a Borrowing of U.S. Term Loans or Canadian Term Loans; (div) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Eurocurrency Borrowing; (ev) in the case of a Eurodollar Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (fvi) the location and number of the applicable Borrower’s account to which funds are to be disbursed; and, which shall comply with the requirements of Section 2.02(c); (gvii) with respect to each in the case of the initial Credit Extension made after the Closing Datehereunder or under any Incremental Term Loan Commitments, that the conditions set forth in Section 4.02(b) and Section 4.02(c— (d) will be have been satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then Administrative Borrower on behalf of one month’s duration. If the applicable Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall delivernotify the Administrative Agent by delivering, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopier, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving BorrowingBorrowing comprised of Eurodollar Loans, not later than 12:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Date, not later than 12:00 p.m.11:00 a.m., New York City time, (1) one three Business Day before Days prior to the requested date of the proposed BorrowingBorrowing or (ii) in the case of a Borrowing comprised of ABR Loans, not later than 10:00 a.m., New York City time, on the requested date of the proposed borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing aggregate amount of such Revolving Loans or Term LoansBorrowing; (b) the aggregate amount of such Borrowing; (c) the requested date of such Revolving Borrowing, which shall be a Business Day; (dc) whether such Revolving Borrowing is to be an for ABR Borrowing Loans or a Eurodollar BorrowingLoans; (ed) in the case of a Eurodollar BorrowingLoans, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (fe) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (gf) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(bSections 4.02(b)-(d) and Section 4.02(c) will be have been satisfied or waived as of the date of the requested Borrowing is madeRequest. If no election as to the Type of Borrowing Loans is specified, then the requested Revolving Borrowing shall be a deemed to be for Eurodollar Borrowing Loans with an Interest Period of one month’s duration. If the no Interest Period is specified with respect to any requested Eurodollar Loan, then Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request Request, in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s pro rata portion of the Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower Borrowers shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to notify the Administrative Agent of such request by telephone (apromptly confirmed by telecopy) (i) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, (other than Swingline Loans), not later than 12:00 p.m.11:00 a.m., New York City time, (1) one on the Business Day before the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be 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 Borrowers. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing; (cb) the date of such Borrowing, which shall be a Business Day; (dc) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ed) 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 Borrowers that the primary syndication of the Commitments has been completed and (ii) the date which is 180 days after the Closing Date, the Interest Period shall be seven days; (fe) the location and number of the applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02; and (gf) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b4.02 (b)-(e) and Section 4.02(c) will be are satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing with Revolving Borrowing, then Borrowers shall be deemed to have selected an Interest Period of one month’s duration. If duration (subject to the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s durationproviso in clause (d) above). Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by hand delivery, email through a “pdf” copy or facsimile transmission (or transmit by other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent), a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 12:30 p.m., New York City time time, on the third Business Day before the date of the proposed Borrowing (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before in the date case of the proposed any Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or the Issuing Bank, in the case of any issuance, amendment, extension or renewal of a Letter of Credit) or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 12:30 p.m., New York City time, on the Business Day of the proposed Borrowing (provided that such notice shall be delivered not later than 12:30 p.m., New York City time, one (1) one Business Day before prior to the date Closing Date in the case of the proposed BorrowingCredit Extensions on the Closing Date). Each Borrowing Request shall be irrevocable (provided that a Borrowing Request in respect of the Credit Extensions on the Closing Date, or in connection with any Permitted Acquisition or other transaction permitted under this Agreement, may, subject to Section 2.13, be conditioned on the closing of the Acquisition or such Permitted Acquisition or other transaction, as applicable, to the extent revocation of such notice is received by written notice to the Administrative Agent no later than 12:30 p.m., New York City time on the date of such proposed Borrowing) and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term LoansLoans (specifying the Class thereof); (b) the aggregate amount of such Borrowing; (c) the currency in which such Loans are to be denominated (limited to Dollars or, other than in the case of any Loan requested under the US Dollar Revolving Commitments, an Alternative Currency); (d) the date of such Borrowing, which shall be a Business Day; (de) other than in the case of Loans in any Alternative Currency (which shall be in the form of a Eurodollar Borrowing), whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ef) 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”; (fg) the location and number of the Borrower’s account to which funds are to be disbursed; and (gh) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b) and Section 4.02(c(c) will be are satisfied or waived as of the date of such Borrowing, after giving effect thereto, except in the requested case of a Borrowing is mademade on the Closing Date. If no election as to the Type of Borrowing is specified, then (i) in the case of any Borrowing in Dollars, the requested Borrowing shall be an ABR Borrowing and (ii) in the case of any Borrowing in any Alternative Currency, the requested Borrowing shall be a Eurodollar Borrowing with an Interest Period of one month’s duration. If the no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the applicable Class of the details thereof and of the pro rata amount and currency of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopier, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving LIBOR Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Additional Term Loans; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a Business Day; (d) whether such Borrowing is to be an ABR Borrowing or a Eurodollar LIBOR Borrowing; (e) in the case of a Eurodollar LIBOR 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 and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(bSections 4.02(b)-(d) and Section 4.02(c) will be have been satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an ABR Borrowing. If no Interest Period of one month’s duration. If the is specified with respect to any requested LIBOR Borrowing, then Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To In order to request a Revolving Term Loan Borrowing or Term Loan a Revolving Credit Borrowing, the Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to notify the Administrative Agent (a) in the case of a Revolving Borrowing, such request by telephone not later than 12:00 p.m., New York City time time, three Business Days (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) U.S. Government Securities Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to SOFR Borrowings) before a proposed Borrowing of Eurodollar Loans or SOFR Loans (or such shorter period as may be made on agreed by the Closing Date, not Administrative Agent) and no later than 12:00 p.m., New York City time, (1) one on the Business Day (or U.S. Government Securities Business Day in the case of an ABR Borrowing of Revolving Credit Loans) before the date of a proposed Borrowing in the proposed Borrowingcase of a Borrowing of ABR Loans. Each such telephonic Borrowing Request shall be irrevocable irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information in compliance with Section 2.02: information: (a) whether the Borrowing then being requested Borrowing is to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Term Loans; Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date 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; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, Borrowing (which shall be a Business Day; ); (d) 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”; (fc) the number and location and number of the account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or, Eurodollar Loans or SOFR Loans and (g) , if Eurodollar Loans or SOFR Loans, the Interest Period with respect to thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each Credit Extension made after requested Borrowing shall comply with the Closing Date, that the conditions requirements set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made2.02. If no election as Interest Period with respect to the Type of any Eurodollar Borrowing or SOFR Borrowing is specifiedspecified in any such notice, then the requested Borrowing Borrower shall be a Eurodollar Borrowing with deemed to have selected an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the The Administrative Agent shall promptly advise each Lender the applicable Lenders of any notice given pursuant to this Section 2.03 (and the details thereof contents thereof), and of the amount of such each Lender’s Loan to be made as part portion of the requested Borrowing.

Borrowing Procedure. To request a Revolving the Borrowing or Term Loan Borrowingon the Closing Date, the Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to the Administrative Agent (a) in the case of a Revolving Borrowing, not later than 12:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Date, not later than 12:00 p.m., New York City time, (1) one Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing; (cb) the date of such Borrowing, which shall be a Business Day; (dc) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ed) 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”;; and (fe) the location and number of the account to which funds are to be disbursed; and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan BorrowingThe following procedures apply to Borrowings under Facility A (other than Competitive Borrowings, the Borrower shall deliverSwing Line Borrowings, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via emailand Borrowings pursuant to SECTIONS 2.2(c) by the Administrative Agent, a duly completed and executed Borrowing Request to the Administrative Agent 2.3(d)): (a) in the case of a Revolving Borrowing, not later than 12:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Each Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to shall be made on Borrower's notice (a "NOTICE OF BORROWING," substantially in the Closing Dateform of EXHIBIT B-1) to Administrative Agent requesting that Facility A Lenders fund a Borrowing on a certain date (the "BORROWING DATE"), not later than 12:00 p.m., New York City time, which notice (1i) one Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and binding on Borrower, (ii) shall specify the following information in compliance with Section 2.02: Borrowing Date, amount, Type, and (a) whether the requested Borrowing is to be for a Borrowing comprised of Revolving Loans Eurodollar Rate Borrowings) Interest Period, and (iii) must be received by Administrative Agent no later than 10:00 a.m. Dallas, Texas time on the third Business Day preceding the Borrowing Date for any Eurodollar Rate Borrowing or Term Loans;on the Business Day immediately preceding the Borrowing Date for any Base Rate Borrowing. Administrative Agent shall timely notify each Facility A Lender with respect to each Notice of Borrowing relating to Facility A. (b) Each Facility A Lender shall remit its Pro Rata Part of each requested Borrowing to Administrative Agent's principal office in Dallas, Texas, in funds which are or will be available for immediate use by Administrative Agent by 1:00 p.m. Dallas, Texas time on the aggregate amount Borrowing Date therefor. Subject to receipt of such funds, Administrative Agent shall (unless to its actual knowledge any of the conditions precedent therefor have not been satisfied by Borrower or waived by Determining Lenders) make such funds available to Borrower by causing such funds to be deposited to Borrower's account as designated to Administrative Agent by Borrower. Notwithstanding the foregoing, unless Administrative Agent shall have been notified by a Facility A Lender prior to a Borrowing Date that such Facility A Lender does not intend to make available to Administrative Agent such Facility A Lender's Pro Rata Part of the applicable Borrowing; , Administrative Agent may assume that such Facility A Lender has made such proceeds available to Administrative Agent on such date, as required herein, and Administrative Agent may (cunless to its actual knowledge any of the conditions precedent therefor have not been satisfied by Borrower or waived by Determining Lenders), in reliance upon such assumption (but shall not be required to), make available to Borrower a corresponding amount in accordance with the foregoing terms, but, if such corresponding amount is not in fact made available to Administrative Agent by such Facility A Lender on such Borrowing Date, Administrative Agent shall be entitled to recover such corresponding amount on demand (i) from such Facility A Lender, together with interest at the Federal Funds Rate during the period commencing on the date such corresponding amount was made available to Borrower and ending on (but excluding) the date of Administrative Agent recovers such Borrowingcorresponding amount from such Facility A Lender, which or (ii) if such Facility A Lender fails to pay such corresponding amount forthwith upon such demand, then from Borrower, together with interest at a rate per annum equal to the applicable rate for such Borrowing during the period commencing on such Borrowing Date and ending on (but excluding) the date Administrative Agent recovers such corresponding amount from Borrower. No Facility A Lender shall be a Business Day; (d) whether such Borrowing is responsible for the failure of any other Facility A Lender to be an ABR Borrowing or a Eurodollar make its Pro Rata Part of any 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 and number of the account to which funds are to be disbursed; and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested BorrowingAMENDED AND RESTATED FACILITY A REVOLVING CREDIT AGREEMENT 29 35 SECTION 3 TERMS OF PAYMENT.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan BorrowingWhen Borrower desires to incur the Loans hereunder, the Borrower shall deliver, by facsimile hand delivery, e-mail or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopier, a duly completed and executed Borrowing Request to the Administrative Agent (a) in the case of a Revolving Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Date, not later than 12:00 p.m., New York City time, (1) one Business Day before the date of the proposed Borrowing. Each Such Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing; (cb) the date of such Borrowing, which shall be a Business Day; (dc) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ed) 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”;; and (fe) the location and number of the Borrower’s account to which funds are to be disbursed; and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be deemed to be a Eurodollar Borrowing with Borrowing, and Borrower shall be deemed to have selected an Interest Period of one month’s three months’ duration. If the no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s three months’ duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to notify the Administrative Agent of such request by telephone (apromptly confirmed by fax) (i) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing (other than Swingline Loans), not later than 12:00 p.m.9:00 a.m., New York City time, (1) one on the Business Day before the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or fax to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term LoansBorrowing; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a Business Day; (d) 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”; provided that until the earlier of (i) the date on which the Administrative Agent shall have notified Borrower that the primary syndication of the Commitments has been completed and (ii) the date which is 60 days after the Closing Date, the Interest Period shall be two weeks; (f) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02; and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b4.02 (b) and Section 4.02(c(c) will be are satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing with Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. If duration (subject to the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s durationproviso in clause (e) above). Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower Agent shall deliver, by hand delivery, facsimile (or by telephone confirmed promptly in writing by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent), a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 1:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.noon, New York City timetime (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), one (1) one Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be 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 Business Day; (d) 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 and number of the account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan BorrowingLoans (other than Swingline Loans), the Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, deliver a duly completed and executed Borrowing Request to the Administrative Agent (aa)(i) in the case of a Revolving Borrowing, not later than 12:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings Eurodollar Loans to be made on the Closing Date, not later than 12:00 p.m.11:00 a.m., New York City timeone Business Day before the date of the proposed Borrowing and (ii) in the case of Eurodollar Loans to be made after the Closing Date, not later than 11:00 a.m., three Business Days before the date of the proposed Borrowing (provided, that, with respect to clauses (a)(i) and (a)(ii) above, if Borrower wishes to request an Interest Period for such Eurodollar Loans having a duration other than one, three or six months as provided in the definition of “Interest Period,” the applicable Borrowing Request must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing), (1b) in the case of Alternate Currency Revolving Loans (other than any Special Notice Currency), not later than 11:00 a.m., four Business Days before the date of (i) on the date of the proposed Borrowing if the proposed Borrowing is in an aggregate amount equal to or less than $20.0 million and (ii) one Business Day before the date of the proposed BorrowingBorrowing if the proposed Borrowing is in an aggregate amount in excess of $20.0 million. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: : (aA) whether the requested Borrowing is to be a Revolving Borrowing, a Term Borrowing, an Incremental Term Borrowing of Revolving Loans or a Replacement Term Loans; Borrowing; (bB) the aggregate amount of such Borrowing; ; (cC) the date of such Borrowing, which shall be a Business Day; ; (dD) whether such Borrowing is to be an a ABR Borrowing, Eurodollar Borrowing, Alternate Currency Daily Rate Borrowing or a Eurodollar Alternate Currency Term Rate Borrowing; ; (eE) in the case of a Eurodollar Borrowing or an Alternate Currency Term Rate Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; ” (fit being understood and agreed that the Administrative Agent shall give prompt notice to the appropriate Lenders of any request for an Interest Period having a duration other than one, three or six months as provided in the definition of “Interest Period,” and, not later than 11:00 a.m., (x) three Business Days before the requested date of such Borrowing denominated in dollars, or (y) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing denominated in an Alternate Currency, the Administrative Agent shall notify Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the appropriate Lenders); (F) the location and number of the Borrower’s account to which funds are to be disbursed; and (gG) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section Sections 4.02(b), (d) and Section 4.02(c(f) will be have been satisfied or waived as of the date of the requested notice; and (H) in the case of Alternate Currency Daily Rate Borrowing is madeor an Alternate Currency Term Rate Borrowing, the Alternate Currency for such Borrowing. If no election as to the Type of Loans is specified for Borrowings in dollars, then the requested Borrowing shall be for ABR Loans. If no election as to the currency of Loans is specified, then the requested Borrowing shall be a in dollars. If no Interest Period is specified in the applicable Borrowing Request with respect to any requested Eurodollar Borrowing with or an Alternate Currency Term Rate Borrowing, then Borrower shall be deemed to have selected an Interest Period of (x) three months, in the case of a Eurodollar Term Borrowing, a Eurodollar Incremental Term Borrowing, or a Eurodollar Replacement Term Borrowing, and (y) one month’s duration. If , in the Borrower requests case of a Eurodollar Revolving Borrowing but fails to specify or an Interest PeriodAlternate Currency Term Rate Borrowing. During the existence of a Default, no new Loans may be requested as Eurodollar Loans or Alternate Currency Revolving Loans without the Borrower will be deemed to have specified an Interest Period consent of one month’s durationthe Required Lenders. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. (a) To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall delivernotify the Agent of such request (each, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via emaila “Borrowing Request”) by the Administrative Agent, a duly completed and executed Borrowing Request to the Administrative Agent telephone (a) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m.10:30 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.10:30 a.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Agent of a written Borrowing Request in substantially the form of Exhibit E. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (ai) whether the principal amount of the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing; (cii) the date of such Borrowing, which shall be a Business Day; (diii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (eiv) 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”;; and (fv) the location and number of the Borrower’s account to which funds are to be disbursed; and (g) , which shall comply with respect to each Credit Extension made after the Closing Date, that the conditions set forth in requirements of Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made2.04. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing with Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s month duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to notify the Administrative Agent of such request by telephone (aconfirmed by telecopy or e-mail no later than one Business Day following such request) (i) in the case of a Eurodollar Revolving Borrowing, not later than 12:00 1:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Date, an ABR Borrowing (other than Swingline Loans) not later than 12:00 1:00 p.m., New York City time, (1) one on the Business Day before the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be 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 Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Revolving Borrowing of Revolving Loans or Term Loansa Swingline Loan; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a Business Day; (d) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Revolving Borrowing; (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 Borrower that the primary syndication of the Commitments has been completed and (ii) the date which is 180 days after the Original Closing Date, the Interest Period shall be one month; (f) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02; and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b4.02 (b)-(e) and Section 4.02(c) will be are satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing with Revolving Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. If duration (subject to the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s durationproviso in clause (e) above). Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall notify Collateral Agent of the borrowing Request, confirm with Collateral Agent that the funding of such Borrowing Request is in conformity with this Section 2.03 and advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by hand delivery, facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, email a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Term SOFR Borrowing, not later than 12:00 2:00 p.m., New York City time three Business Days before the date of the proposed Borrowing (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)) (or, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term SOFR Borrowings that are Term Loan Borrowings to be made on the Closing Date, not later than 12:00 2:00 p.m., New York City time, (1) one three Business Day Days before the date of the proposed Borrowing), (ii) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time on the Business Day prior to the proposed Borrowing (or such later time as may be reasonably acceptable to the Administrative Agent), (iii) in the case of Alternative Currency Loans, no later than 2:00 p.m. New York City time four Business Days prior to the requested date of any Borrowing or, in the case of Alternative Currency Term Rate Loans, any continuation (or such later time as may be reasonably acceptable to the Administrative Agent), or (iv) in the case of a Term SOFR Borrowing denominated in a Special Notice Currency, five Business Days before the date of the proposed Borrowing; provided that any notice of a Borrowing to be made on the Closing Date (whether a Term SOFR Borrowing or ABR Borrowing) may be given not later than (x) for a Borrowing of Revolving Loans, 2:00 p.m. New York City time (or such later time as the Administrative Agent may reasonably agree), two (2) Business Days prior to the date of the proposed Borrowing and (y) for a Term Loan Borrowing, 2:00 p.m. New York City time (or such later time as the Administrative Agent may reasonably agree), one (1) Business Day prior to the date of the proposed Borrowing, in each case, which notice may be subject to the effectiveness of this Agreement. Each Borrowing Request shall be irrevocable (subject to the last paragraph of this Section 2.03) (provided that such Borrowing Request may be conditioned upon the occurrence of any event specified therein) and shall specify the following information in compliance with Section ‎Section 2.02: (a) whether the requested Borrowing is to be 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 Business Day; (d) whether such Borrowing is to be an ABR Borrowing Borrowing, a Term SOFR Borrowing, an Alternative Currency Daily Rate Borrowing, or a Eurodollar an Alternative Currency Term Rate Borrowing; (e) in the case of a Eurodollar Term SOFR Borrowing or an Alternative Term Rate 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 and number of the account to which funds are to be disbursed; (g) the identity of the Borrower or Borrowers requesting such Borrowing; and (gh) with respect to each Credit Extension made after the Closing DateExtension, that the conditions set forth in Section ‎Section 4.02(b) and Section ‎Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing Term SOFR Borrowing, with an Interest Period of one month’s duration, in the case of any Loan denominated in Dollars, or an Alternative Currency Term Rate Borrowing, with an Interest Period of one month’s duration, in the case of any Loan denominated in Euros or Canadian Dollars. If the a Borrower requests a Eurodollar Term SOFR Borrowing or an Alternative Currency Term Rate Borrowing but fails to specify an Interest Period, the such Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such LenderXxxxxx’s Loan to be made as part of the requested Borrowing. The Borrowing Request in respect of any Loans on the Closing Date or in connection with any Permitted Acquisition or other permitted Investment, or any Incremental Facility, Extension Amendment or Credit Agreement Refinancing Indebtedness, in each case after the Closing Date, may be rescinded or revised to change the requested date for the making of the Loans contemplated thereby, by the Borrower upon written notice to the Administrative Agent on or prior to 10:00 a.m. New York City time on the date of the proposed Borrowing (or such later time as the Administrative Agent may approve in its sole discretion).

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the applicable Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agentfacsimile, a duly completed and executed Borrowing Request to the Administrative Applicable Agent (ai) in the case of a Revolving Eurocurrency Borrowing or EURIBOR Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)Local Time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.noon, New York City time, (1) one Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing Tranche of Revolving Loans or Term Loansrequested; (b) the currency and the aggregate principal amount of such BorrowingBorrowing of each Tranche; (c) the date of such Borrowing, which shall be a Business Day; (d) whether such Borrowing is to be an ABR Borrowing, a Eurocurrency Borrowing or a Eurodollar EURIBOR Borrowing; (e) in the case of a Eurodollar Eurocurrency Borrowing or EURIBOR 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 and number of the applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05(a); and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b) and Section 4.02(c) will be 4.02 have been satisfied (or waived in accordance with Section 10.02) as of the date of the notice. In respect of a Borrowing Request for a Revolving Borrowing, if no election as to the currency of such Revolving Borrowing is specified, then the requested Revolving Borrowing is madeshall be denominated in Euros. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be (i) an ABR Borrowing if denominated in dollars (unless such Borrowing is a Eurodollar Revolving Borrowing), (ii) a EURIBOR Borrowing with an if denominated in Euros, (iii) a Eurocurrency Borrowing if denominated in Sterling and (iv) a Eurocurrency Borrowing if a Revolving Borrowing denominated in dollars. If no Interest Period of one month’s duration. If is specified with respect to any requested Eurocurrency Borrowing or EURIBOR Borrowing, then the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will Borrowers shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Applicable Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopy, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time time, on such the third Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.9:00 a.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be 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 Business Day; (d) 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 and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section Sections 4.02(b) and Section 4.02(c– (d) will be are satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing with Revolving Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. If Notwithstanding anything to the Borrower requests a contrary, no Eurodollar Borrowing but fails Borrowings may be requested or made prior to specify an Interest Period, 3 Business Days after the Borrower will be deemed to have specified an Interest Period of one month’s durationClosing Date. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to the Administrative Agent (a) in the case of a Revolving Borrowing, not later than 12:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Date, not later than 12:00 p.m., New York City time, (1) one Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be 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 Business Day; (d) 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 wiring instructions, including the location and number of the account to which funds are to be disbursed; and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the a Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopier, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.9:00 a.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing; (cb) the date of such Borrowing, which shall be a Business Day; (dc) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ed) 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”; (fe) the location and number of the such Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (gf) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(bSections 4.02(b)-(d) and Section 4.02(c) will be have been satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an ABR Borrowing. If no Interest Period of one month’s duration. If the is specified with respect to any requested Eurodollar Borrowing, then such Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, notify the Administrative Agent of such request by facsimile telecopy or other electronic transmission (if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to the Administrative Agent which approval shall not be unreasonably withheld, conditioned or delayed) or telephone (apromptly confirmed by telecopy) (i) in the case of a Revolving BorrowingBorrowing of Eurodollar Rate Loans, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datea Borrowing of Base Rate Loans (other than Swingline Loans), not later than 12:00 p.m.11:00 a.m., New York City time, (1) one on the Business Day before the date of the proposed Borrowing. Each such telephonic Notice of Borrowing Request shall be irrevocable irrevocable, subject to Sections 2.09 and 3.01, and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Notice of Borrowing in a form approved by the Administrative Agent and signed by the Borrower. Each such telephonic and written Notice of Borrowing shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing;; 18-22178-rdd Doc 51-1 Filed 02/06/18 Entered 02/06/18 17:00:35 Exhibit Pg 77 of 432 (cb) the date of such Borrowing, which shall be a Business Day; (dc) whether such Borrowing is to be an ABR a Borrowing of Base Rate Loans or a Borrowing of Eurodollar BorrowingRate Loans; (ed) in the case of a Borrowing of Eurodollar BorrowingRate Loans, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (fe) the location and number of the account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02; and (gf) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b) and 4.01 or Section 4.02(c) will be 4.02, as applicable, are satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Borrowing of Base Rate Loans. If no Interest Period is specified with respect to any requested Borrowing of Eurodollar Borrowing with Rate Loans, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. If duration (subject to the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s durationproviso in clause (d) above). Promptly following receipt of a Notice of Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Revolving Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to notify the Administrative Agent of such request by telephone (aconfirmed by telecopy or e-mail no later than one Business Day following such request) (i) in the case of a Eurodollar Revolving Borrowing, not later than 12:00 1:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Date, an ABR Borrowing (other than Swingline Loans) not later than 12:00 1:00 p.m., New York City time, (1) one on the Business Day before the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be 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 Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Revolving Borrowing of Revolving Loans or Term Loansa Swingline Loan; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a Business Day; (d) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Revolving Borrowing; (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 Borrower that the primary syndication of the Commitments has been completed and (ii) the date which is 180 days after the Original Closing Date, the Interest Period shall be one month; (f) the location and number of the Borrower's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02; and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b4.02 (b)-(e) and Section 4.02(c) will be are satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing with Revolving Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. If 's duration (subject to the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s durationproviso in clause (e) above). Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall notify Collateral Agent of the borrowing Request, confirm with Collateral Agent that the funding of such Borrowing Request is in conformity with this Section 2.03 and advise each Lender of the details thereof and of the amount of such Lender’s 's Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall delivernotify the Agent of such request (each, by facsimile or other electronic transmission if arrangements for doing so have been approved a “Borrowing Request”) in writing (including via emailby email transmission) by the Administrative Agent, a duly completed and executed Borrowing Request to the Administrative Agent (a) in the case of a Revolving SOFR Borrowing, not later than 12:00 p.m.10:30 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) U.S. Government Securities Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.10:30 a.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each such written Borrowing Request shall be irrevocable and shall be confirmed by email transmission to the Agent of a written Borrowing Request (in PDF format) in substantially the form of Exhibit E. Each such written Borrowing Request shall specify the following information in compliance with Section 2.02: (ai) whether the principal amount of the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing; (cii) the date of such Borrowing, which shall be a Business Day; (diii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar SOFR Borrowing; (eiv) in the case of a Eurodollar SOFR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”;; and (fv) the location and number of the Borrower’s account to which funds are to be disbursed; and (g) , which shall comply with respect to each Credit Extension made after the Closing Date, that the conditions set forth in requirements of Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made2.04. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s month duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing (a) Upon (i) any Disbursements being made in respect of one or Term Loan Borrowing, more Letters of Credit or (ii) the Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request giving written notice to the Administrative Agent of any ASCO L/C Reimbursement (a) in either case, whether or not such Letters of Credit or ASCO Letters of Credit were issued to support the case obligations of a Revolving Borrowingthe Borrower or any of its wholly-owned Subsidiaries), not later than 12:00 the Borrower will (unless it will have given notice to the Administrative Agent to the contrary prior to 3:00 p.m., New York City time (time, at least three Business Days prior to the date of such Disbursement or such later time on such Business Day as may ASCO L/C Reimbursement) be reasonably acceptable deemed to have delivered to the Administrative Agent), three (3) Business Days before Agent a Notice of Borrowing pursuant to which the date of Borrower will have been deemed to irrevocably request that the proposed Borrowing; provided that Fronting Bank make a Revolving Borrowing may not be requested more than twice per calendar month, or (b) LIBO Rate Loan to the Borrower with a six month Interest Period in the case of Term Loan Borrowings a principal amount equal to be made on the Closing Date, not later than 12:00 p.m., New York City time, (1) one Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing; Disbursements or ASCO L/C Reimbursements, as the case may be. The Borrower hereby acknowledges and agrees that each Notice of Borrowing deemed to be delivered hereunder or actually delivered hereunder, as the case may be, the making of a Loan by the Fronting Bank to reimburse (cx) the Fronting Bank for Disbursements made under the Letters of Credit or (y) the Borrower in respect of ASCO L/C Reimbursements made in connection with ASCO Letters of Credit, and the acceptance by the Borrower of the proceeds of the Borrowing will constitute a representation and warranty by the Borrower that on the date of such BorrowingBorrowing (both immediately before and after giving effect to such Borrowing and the application of the proceeds thereof) the statements made in Section 6.2.1 are in each case true and correct. Proceeds of such Loans will be used to fund (x) the Reimbursement Obligations in respect of Letters of Credit under which one or more Disbursements were made and (y) the ASCO L/C Reimbursements in respect of ASCO Letters of Credit, which shall be in either case, on the date of the making of the applicable Loan. (b) In addition to the provisions of the making of Loans set forth in clause (a), above, by delivering a Notice of Borrowing to the Administrative Agent on or before 3:00 p.m., New York time, on a Business Day; , the Borrower may from time to time irrevocably request, on not less than three nor more than five Business Days' notice (d) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of LIBO Rate Loans) and on the date of such Borrowing (in the case of Base Rate Loans), that a Eurodollar Borrowing, the initial Borrowing be made as other than a LIBO Rate Loan having a six month Interest Period to be applicable thereto, which shall be a period contemplated by or in an amount other than the definition full amount of the term “Interest Period”; (f) the location and number of the account to which funds are to be disbursed; and (g) Disbursements or ASCO L/C Reimbursement with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b) and Section 4.02(c) will which such Loan is to be satisfied or waived as of the date the requested Borrowing is made. If no election the Borrower elects that a Borrowing be made as a LIBO Rate Loan having a one, two, three, four or five month Interest Period pursuant to this clause, then upon the expiration of such Interest Period, the Borrower shall (unless it shall have given notice to the Type Administrative Agent to the contrary prior to 3:00 p.m., New York time, at least three Business Days prior to the date of Borrowing is specified, then such Disbursement) be deemed to have delivered to the requested Borrowing Administrative Agent a Continuation/Conversion Notice pursuant to which the Borrower shall be have been deemed to irrevocably request that the Fronting Bank continue the outstanding LIBO Rate Loan as a Eurodollar Borrowing LIBO Rate Loan with an Interest Period of either five, four, three, two or one month’s durationmonth(s), so that the combined Interest Period for such Loan will equal six months, in each case in a principal amount equal to the amount of the LIBO Rate Loan with an Interest Period then expiring. If 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 (or deemed to be specified) in such Notice of Borrowing. (c) The Fronting Bank may, at any time (whether or not a Default or Event of Default has occurred and is then continuing), in its sole and absolute discretion but subject to clause (a)(ii) of Section 2.1.3, demand that each other Lender make a Loan in an amount equal to such Lender's Percentage of the aggregate principal amount of all or a portion of the Loans outstanding on the date such demand is made, and may (in its sole discretion) elect which Loans are to be chosen as the Loans to be refunded by the Lenders. Each Lender (other than the Fronting Bank) irrevocably agrees that it will (whether or not the conditions to the making of a Credit Extension contained in Article VI have been (or can be) satisfied) make such Loan by depositing the amount so demanded in same day funds in an account specified by the Fronting Bank on or before 3:00 p.m. New York time on the first Business Day following receipt of such a demand. The Fronting Bank agrees to apply all such funds received by it under this clause to refund and refinance the Loans previously made by it to the Borrower, as identified in the demand that it delivers to the Lenders pursuant to this clause. On the date (a "Funding Date") that the Lenders (other than the Fronting Bank) advance funds to the Fronting Bank pursuant to this clause, the principal amount so refunded and refinanced will become a Loan to the Borrower requests identified by the Fronting Bank outstanding under such Lender's Commitment to the Borrower and will no longer be a Eurodollar Borrowing but fails Loan owed to specify an Interest Periodthe Fronting Bank under the Fronting Bank's Commitment to the Borrower. All interest payable with respect to any Loans made pursuant to this clause will be appropriately adjusted to reflect the period of time during which such Loans were owing to the Fronting Bank and, on and subsequent to a Funding Date, such Loans were owing to the Lenders. The obligation of each Lender to make Loans by way of advancing immediately available funds to the Fronting Bank on a Funding Date to be applied to refund and refinance the Loans previously made by the Fronting Bank to the Borrower under this clause will be absolute and unconditional and will not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which any Lender may have against the Fronting Bank, the Borrower will be deemed to have specified an Interest Period or any other Person for any reason whatsoever; (ii) the occurrence or continuance of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, any Default or the Administrative Agent shall advise each Lender inability of the details thereof and Borrower to otherwise satisfy the conditions precedent set forth in Article VI; (iii) any adverse change in the condition (financial or otherwise) of the amount Borrower or any other Loan Party; (iv) the acceleration or maturity of such any Loans or other Obligations or the termination of any Commitment after the making of any Loan; (v) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any Lender’s Loan ; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to be made as part any of the requested Borrowingforegoing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing(other than a Revolving Borrowing occurring on the Closing Date), the Lead Borrower shall deliver, notify the Administrative Agent of such request by facsimile telecopy or other electronic transmission (if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to the Administrative Agent which approval shall not be unreasonably withheld, conditioned or delayed) or telephone (apromptly confirmed by telecopy or electronic transmission) (i) in the case of a Revolving BorrowingBorrowing of LIBO Rate Loans, not later than 12:00 1:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datea Borrowing of Base Rate Loans (other than Swingline Loans), not later than 12:00 1:00 p.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Notwithstanding the foregoing, if Lead Borrower wishes to request LIBO Rate Loans having an Interest Period other than one, two, three or six months in duration, or less than one month in duration with the consent of the Administrative Agent, in each case as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four Business Days before the date of the proposed Borrowing having an Interest Period other than one, two, three or six months in duration, whereupon the Administrative Agent shall give prompt notice to each applicable Lender whose consent is required with a relevant Revolving Commitment of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., three Business Days before the proposed date of such Borrowing having an Interest Period other than one, two, three or six months in duration, the Administrative Agent shall notify Lead Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by such Lenders or the Administrative Agent, as applicable. Each such telephonic Notice of Borrowing Request shall be irrevocable irrevocable, subject to Sections 2.09, 3.01 and 3.05, and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Notice of Borrowing, appropriately completed and signed by Lead Borrower. Each such telephonic and written Notice of Borrowing shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing; (cb) the date of such Borrowing, which shall be a Business Day; (dc) whether such Borrowing is to be an ABR a Borrowing of Base Rate Loans or a Eurodollar BorrowingBorrowing of LIBO Rate Loans; (ed) in the case of a Eurodollar BorrowingBorrowing of LIBO Rate Loans, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”;; and (fe) the location and number of the account to which funds are to be disbursed; and (g) , which shall comply with respect to each Credit Extension made after the Closing Date, that the conditions set forth in requirements of Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made2.02. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an of Base Rate Loans. If no Interest Period is specified with respect to any requested Borrowing of one month’s duration. If the LIBO Rate Loans, then Lead Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Notice of Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopy, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 1:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.9:00 a.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be 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 Business Day; (d) 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”"; provided that until the date on which the Syndication Agent shall have notified Borrower that a Successful Syndication has been achieved, the Interest Period shall be seven days; (f) the location and number of the Borrower's account to which funds are to be disbursed; and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section Sections 4.02(b) and Section 4.02(cthrough (d) will be are satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing with Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. If 's duration (subject to the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s durationproviso in clause (e) above). Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s 's Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan BorrowingThe following procedures apply to Borrowings (other than Competitive Borrowings, the Borrower shall deliverSwing Line Borrowings, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request Borrowings pursuant to the Administrative Agent SECTION 2.2(c)): (a) in the case of a Revolving Borrowing, not later than 12:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Each Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to shall be made on Borrower's notice (a "NOTICE OF BORROWING," substantially in the Closing Dateform of EXHIBIT B-1) to Administrative Agent requesting that Facility A Lenders fund a Borrowing on a certain date (the "BORROWING DATE"), not later than 12:00 p.m., New York City time, which notice (1i) one Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and binding on Borrower, (ii) shall specify the following information in compliance with Section 2.02: Borrowing Date, amount, Type, and (a) whether the requested Borrowing is to be for a Borrowing comprised of Revolving Loans Eurodollar Rate Borrowings) Interest Period, and (iii) must be received by Administrative Agent no later than 10:00 a.m. Dallas, Texas time on the third Business Day preceding the Borrowing Date for any Eurodollar Rate Borrowing or Term Loans;on the Business Day immediately preceding the Borrowing Date for any Base Rate Borrowing. Administrative Agent shall timely notify each Facility A Lender with respect to each Notice of Borrowing relating to Facility A. (b) Each Lender shall remit its Pro Rata Part of each requested Borrowing to Administrative Agent's principal office in Dallas, in funds which are or will be available for immediate use by Administrative Agent by 1:00 p.m. Dallas time on the aggregate amount Borrowing Date therefor. Subject to receipt of such funds, Administrative Agent shall (unless to its actual knowledge any of the conditions precedent therefor have not been satisfied by Borrower or waived by Determining Lenders) make such funds available to Borrower by causing such funds to be deposited to Borrower's account as designated to Administrative Agent by Borrower. Notwithstanding the foregoing, unless Administrative Agent shall have been notified by a Facility A Lender prior to a Borrowing Date that such Facility A Lender does not intend to make available to Administrative Agent such Facility A Lender's Pro Rata Part of the applicable Borrowing; , Administrative Agent may assume that such Facility A Lender has made such proceeds available to Administrative Agent on such date, as required herein, and Administrative Agent may (cunless to its actual knowledge any of the conditions precedent therefor have not been satisfied by Borrower or waived by Determining Lenders), in reliance upon such assumption (but shall not be required to), make available to Borrower a corresponding amount in accordance with the foregoing terms, but, if such corresponding amount is not in fact made available to Administrative Agent by such Facility A Lender on such Borrowing Date, Administrative Agent shall be entitled to recover such corresponding amount on demand (i) from such Facility A Lender, together with interest at the Federal Funds Rate during the period commencing on the date such corresponding amount was made available to Borrower and ending on (but excluding) the date of Administrative Agent recovers such Borrowingcorresponding amount from such Facility A Lender, which or (ii) if such Facility A Lender fails to pay such corresponding amount forthwith upon such demand, then from Borrower, together with interest at a rate per annum equal to the applicable rate for such Borrowing during the period commencing on such Borrowing Date and ending on (but excluding) the date Administrative Agent recovers such corresponding amount from Borrower. No Facility A Lender shall be a Business Day; (d) whether such Borrowing is responsible for the failure of any other Facility A Lender to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the case make its Pro Rata Part 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 and number of the account to which funds are to be disbursed; and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested any Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopy, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Tranche A-1 Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a Business Day; (d) 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”"; provided that until the date on which the Syndication Agent shall have notified Borrower that a Successful Syndication has been achieved, the Interest Period shall be seven days; (f) the location and number of the Borrower's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(bSections 4.02(b)-(d) and Section 4.02(c) will be have been satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing with Revolving Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. If 's duration (subject to the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s durationproviso in clause (e) above). Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s 's Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the applicable Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopy, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.10:00 a.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans, U.S. Term B-3 Loans or Canadian Term Loans; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a Business Day; (d) 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”; provided that until 60 days after the Fifth Amendment Effectiveness Date, the Interest Period for any U.S. Term B-3 Loans shall be, at the option of Borrower, seven days, one, two or three months; (f) the location and number of the applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section Sections 4.02(b) and Section 4.02(cthrough (d) will be have been satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing with Revolving Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. If duration (subject to the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s durationproviso in clause (e) above). Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopy, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.noon, New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be 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 Business Day; (d) 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”"; provided that until the date on which the Arrangers shall have notified Borrower and the Administrative Agent that a Successful Syndication has been achieved, the Interest Period shall be seven days; (f) the location and number of the Borrower's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section Sections 4.02(b) and Section 4.02(c) will be through (d), inclusive, have been satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing with Revolving Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. If 's duration (subject to the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s durationproviso in clause (e) above). Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s 's Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Incremental Term Loan Borrowing, the Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopier, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.9:00 a.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Incremental Term Loans; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a Business Day; (d) 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 and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(bSections 4.02(b)-(c) and Section 4.02(c) will be have been satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an ABR Borrowing. If no Interest Period of one month’s duration. If the is specified with respect to any requested Eurodollar Borrowing, then Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopier, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m.noon, New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.10:00 a.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02:: -42- (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Tranche A Loans or Incremental Term Loans that are not Tranche A Loans; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a Business Day; (d) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; provided that until 5 days after the Closing Date, all Borrowings shall be ABR Borrowings; (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 and number of the Borrower's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(bSections 4.02(b)-(c) and Section 4.02(c) will be have been satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing with Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s 's duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s 's Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower Agent shall deliver, by hand delivery, facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurocurrency Borrowing, not later than 12:00 2:00 p.m., New York City time three Business Days before the date of the proposed Borrowing (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)) (or, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Eurocurrency Borrowings to be made on the Closing Date, not later than 12:00 2:00 p.m., New York City time, (1) one Business Day before the date of the proposed Borrowing) or (ii) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time on the Business Day prior to the proposed Borrowing (or such later time as may be reasonably acceptable to the Administrative Agent). Each Borrowing Request shall be irrevocable (subject to the last paragraph of this Section 2.03) (provided that such Borrowing Request may be conditioned upon the occurrence of any event specified therein) and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans[reserved]; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a Business Day; (d) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Eurocurrency Borrowing; (e) in the case of a Eurodollar Eurocurrency 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 and number of the account to which funds are to be disbursed; (g) [reserved]; (h) the identity of the Borrower or Borrowers requesting such Borrowing; and (gi) with respect to each Credit Extension made after the Closing DateExtension, that the conditions set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Eurocurrency Borrowing with an Interest Period of one month’s duration. If the a Borrower requests a Eurodollar Eurocurrency Borrowing but fails to specify an Interest Period, the such Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such LenderXxxxxx’s Loan to be made as part of the requested Borrowing. The Borrowing Request in respect of any Loans on the Closing Date or in connection with any Permitted Acquisition or other permitted Investment, or any Incremental Facility, Extension Amendment or Credit Agreement Refinancing Indebtedness, in each case after the Closing Date, may be rescinded or revised to change the requested date for the making of the Loans contemplated thereby, by the applicable Borrower (or the other applicable borrower thereof) upon written notice to the Administrative Agent on or prior to 10:00 a.m. New York City time on the date of the proposed Borrowing (or such later time as the Administrative Agent may approve in its sole discretion).

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopier, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.9:00 a.m., New York City time, (1) one Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing, which shall equal the aggregate amount of the Commitments; (cb) the date of such Borrowing, which shall be a Business Day; (dc) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ed) 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”; (fe) the location and number of the Borrower’s account to which funds are to be disbursed; and (gf) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b4.0l(t) and Section 4.02(c(u) will be have been satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an ABR Borrowing. If no Interest Period of one month’s duration. If the is specified with respect to any requested Eurodollar Borrowing, then Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving the Borrowing or Term Loan Borrowingon the Closing Date, the Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to the Administrative Agent (a) in the case of a Revolving Borrowing, not later than 12:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Date, not later than 12:00 p.m., New York City time, (1) one Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: : (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing; ; (cb) the date of such Borrowing, which shall be a Business Day; ; (dc) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Term SOFR Borrowing; ; (ed) in the case of a Eurodollar Term SOFR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; ; and (fe) the location and number of the account to which funds are to be disbursed; and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Term SOFR Borrowing with an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Term SOFR Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such LenderXxxxxx’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the applicable Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopy, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.10:00 a.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans, U.S. Term Loans or Canadian Term Loans; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a Business Day; (d) 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”"; provided that until the earlier of (x) the date on which the Syndication Agent shall have notified U.S. Borrower that a Successful Syndication has been achieved and (y) 60 days after the Second Amendment Effectiveness Date, the Interest Period for any Additional U.S. Term Loans shall be seven days; (f) the location and number of the applicable Borrower's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section Sections 4.02(b) and Section 4.02(cthrough (d) will be have been satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing with Revolving Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. If 's duration (subject to the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s durationproviso in clause (e) above). Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s 's Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Administrative Borrower (on its own behalf or on behalf of any other Borrower) shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to notify the Administrative Agent of such request by telephone (apromptly confirmed by telecopy) (i) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing (other than Swingline Loans), not later than 12:00 p.m.11:00 a.m., New York City time, (1) one on the same Business Day before the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be 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 a Responsible Officer of the Administrative Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing Borrower on whose behalf the Administrative Borrower is to be a Borrowing of Revolving Loans or Term Loansrequesting such Borrowing; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a Business Day; (d) 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 and number of the Administrative Borrower’s account to into which funds are to be disbursed, which shall comply with the requirements of Section 2.02; and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b4.02(b)-(e) and Section 4.02(c) will be are satisfied or waived as of the date of the requested Borrowing is madeRequest. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an ABR Borrowing. If no Interest Period of one month’s duration. If is specified with respect to any requested Eurodollar Revolving Borrowing, then the Administrative Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile hand delivery, telecopier or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agentpermitted under Section 10.01, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 1:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.noon, New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be 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 Business Day; (d) 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 and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(bSections 4.02(b)-(d) and Section 4.02(c) will be have been satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an ABR Borrowing. If no Interest Period of one month’s duration. If the is specified with respect to any requested Eurodollar Borrowing, then Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower Borrowers shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to notify the Administrative Agent of such request by telephone (apromptly confirmed by telecopy) (i) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m.noon, New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, (other than Swingline Loans), not later than 12:00 p.m.noon, New York City time, (1) one on the Business Day before the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be 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 Borrowers. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing; (cb) the date of such Borrowing, which shall be a Business Day; (dc) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ed) 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 Borrower that the primary syndication of the Commitments has been completed and (ii) the date which is 30 days after the Closing Date, the Interest Period shall be seven days; (fe) the location and number of the account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02; and (gf) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b4.02 (b)-(e) and Section 4.02(c) will be are satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing with Revolving Borrowing, then Borrowers shall be deemed to have selected an Interest Period of one month’s duration. If duration (subject to the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s durationproviso in clause (d) above). Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan BorrowingSwingline Loan, the Company or any other Borrower requesting such Swingline Loan shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to notify the Administrative Agent and the Swingline Lender of such request by written notice (aincluding by email), not later than (i) in the case of a Revolving Borrowingrequest for a Swingline Loan denominated in Dollars, not later than 12:00 2:00 p.m., (New York City time time) on the day of a proposed Swingline Loan and (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term a request for a Swingline Loan Borrowings to be made on the Closing Datedenominated in Euros, not later than 12:00 p.m.8:00 a.m., (New York City time, (1) one Business Day before on the date day of the a proposed BorrowingSwingline Loan. Each Borrowing Request such notice shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether applicable Borrower of, the requested Borrowing is to be 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 Business Day; ), and the amount and currency of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from such Borrower. The Swingline Lender shall make each Swingline Loan available to the applicable Borrower by means of a credit to the general deposit account of such Borrower with the Swingline Lender or by wire transfer, automated clearinghouse debit or interbank transfer to such other account, accounts or Persons designated by such Borrower in the applicable request (dor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(d), by remittance to the applicable Issuing Bank) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ei) in the case of a Eurodollar BorrowingSwingline Loan denominated in Dollars, by 3:00 p.m., (New York City time), on the initial Interest Period to be applicable theretorequested date of such Swingline Loan and (ii) in the case of a Swingline Loan denominated in Euros (x) that is requested on a same-day basis, immediately following the request therefor or (y) that is requested for any day following the day on which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number of the account to which funds are to be disbursed; and (g) Borrowing Notice with respect to each Credit Extension made after such Swingline Loan was submitted by the Closing Dateapplicable Borrower, that the conditions set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date early as practicable on the requested Borrowing is made. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount date of such Lender’s Loan to be made as part of the requested BorrowingSwingline Loan.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopier, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurocurrency Borrowing or a EURIBOR Borrowing, not later than 12:00 p.m.noon, New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)Local Time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.noon, New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Dollar Revolving Loans, Dollar Term Loans, Euro Revolving Loans, Euro Term Loans, GBP Revolving Loans or GBP Term Loans; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a Business Day; (d) in the case of a Borrowing of Dollar Loans, whether such Borrowing is to be an ABR Borrowing or a Eurodollar Eurocurrency Borrowing; (e) in the case of a Eurodollar Eurocurrency Borrowing or a EURIBOR 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 and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(bSections 4.02(b)-(d) and Section 4.02(c) will be have been satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specifiedspecified with respect to any requested Borrowing of Dollar Loans, then the requested Borrowing shall be a Eurodollar Borrowing with an ABR Borrowing. If no Interest Period of one month’s duration. If the is specified with respect to any requested Eurocurrency Borrowing or EURIBOR Borrowing, then Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agentfacsimile, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Date, not later than 12:00 p.m., New York City time, three Business Days before the date of the proposed Borrowing or (1ii) in the case of an ABR Borrowing, not later than 12:00 p.m., New York City time, one Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing; (cb) the date of such Borrowing, which shall be a Business Day; (dc) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ed) 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”; (fe) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.04; and (gf) in the case of a Second Amendment Amenities CapEx Borrowing, accompanied by a certificate of a Responsible Officer of the Borrower (i) identifying the item(s) on Annex A to Schedule 3.12 to the Second Amendment that are to be paid with respect the proceeds of such Second Amendment Amenities CapEx Borrowing, (ii) setting forth (x) the aggregate amount of Second Amendment Amenities CapEx Borrowings made at any time prior to each Credit Extension such Second Amendment Amenities CapEx Borrowing and (y) the aggregate amount of Second Amendment Amenities CapEx Borrowings made after giving effect to the Closing Datemaking of such Second Amendment Amenities CapEx Borrowing (which shall in no event exceed $10,000,000 as such amount may be adjusted as provided on Schedule 3.12 to the Second Amendment), (iii) certifying that all proceeds of any previously advanced Second Amendment Amenities CapEx Borrowing have been applied consistent with Annex A to Schedule 3.12 to the conditions Second Amendment and (iv) attaching a schedule setting forth with specificity (x) the proposed application of the proceeds of such Second Amendment Amenities CapEx Borrowing and (y) the actual application of proceeds of previously advanced Second Amendment Amenities CapEx Borrowings to specific expenditures associated therewith to the extent not set forth on a prior such schedule. Administrative Agent will promptly forward a copy of each such certificate to the Lenders. Administrative Agent shall have three (3) Business Days to review each such certificate and the related request for a Second Amendment Amenities CapEx Borrowing. Such Second Amendment Amenities CapEx Borrowing shall be funded not later than the expiration of such three-Business Day period unless, within such three-Business Day period, Administrative Agent notifies Borrower in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of writing that such Second Amendment Amenities CapEx Borrowing does not comply with the date terms hereof (together with reasonable detail regarding the requested Borrowing is madebasis for such determination). If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an ABR Borrowing. If no Interest Period of one month’s duration. If the is specified with respect to any requested Eurodollar Borrowing, then Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.” (OO) Section 2.04 of the Credit Agreement is hereby amended to (a) change each reference to a “Loan” in such section to “Revolving Loan” and (b) change each reference to a “Lender” in such section to “Revolving Loan Lender”. (PP) Section 2.05(a) and (c) of the Credit Agreement is hereby amended to (a) change each reference to a “Loan” in such section to “Revolving Loan” and (b) change each reference to a “Lender” in such section to “Revolving Loan Lender”. (QQ) Section 2.06(c) and (d) of the Credit Agreement is hereby amended to change each reference to a “Lender” in such section to “Revolving Loan Lender”. (RR) The first sentence in clause (c) of Section 2.06 of the Credit Agreement is hereby amended by deleting such sentence in its entirety and inserting the following in replacement therefor: “Borrower agrees to pay to the Administrative Agent for the account of each Revolving Loan Lender a commitment fee, which shall accrue at 4.00% per annum on the average daily unused amount of the Revolving Commitment of such Revolving Loan Lender during the period from and including the Second Amendment Effective Date to but excluding the Revolving Commitment Termination Date.” (SS) The proviso in clause (b) of Section 2.08 of the Credit Agreement is hereby amended by deleting clause (iii) of such proviso in its entirety and inserting the following in replacement therefor:

Borrowing Procedure. To request a (i) Each Revolving Borrowing or Term Loan shall be made upon the Borrower's irrevocable written notice ("Notice of Borrowing, ") delivered to the Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) Lender which notice must be received by the Administrative AgentLender not later than (1) 11:00 a.m. (New York, a duly completed and executed Borrowing Request New York time) three Business Days prior to the Administrative Agent requested Funding Date in the case of Multi-Month LIBOR Rate Revolving Loans and (a2) 11:00 a.m. (New York, New York time) on the requested Funding Date in the case of Reference Rate Revolving Loans and One-Month LIBOR Rate Revolving Loans, specifying: (A) the amount of the borrowing (which amount, in the case of a borrowing of Multi-Month LIBOR Rate Revolving BorrowingLoans, not later than 12:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may shall not be requested more less than twice per calendar month$3,000,000, or (b) that is in the case an integral multiple of Term Loan Borrowings to be made on the Closing Date, not later than 12:00 p.m., New York City time, (1) one Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information $500,000 in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loansexcess thereof); (bB) the aggregate amount of such Borrowing; (c) the date of such Borrowingrequested Funding Date, which shall be a Business Day; (dC) 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 and number of the account to which funds Revolving Loans requested are to be disbursedReference Rate Revolving Loans, One-Month LIBOR Rate Revolving Loans or Multi-Month LIBOR Rate Revolving Loans; and (gD) the duration of the Interest Period if the requested Revolving Loans are to be Multi-Month LIBOR Rate Revolving Loans. If the Notice of Borrowing fails to specify the duration of the Interest Period for any borrowing comprised of Multi-Month LIBOR Rate Revolving Loans, such Interest Period shall be two months. (ii) There may not be more than six (6) different Interest Periods in effect at any one time. (iii) With respect to any request for Reference Rate Revolving Loans and One-Month LIBOR Rate Revolving Loans, in lieu of delivering the above-described Notice of Borrowing, the Borrower may give the Lender telephonic notice of such request by the required time, and Lender shall be entitled to rely on the telephonic notice in making such Revolving Loans. (iv) All Revolving Loans made on the Closing Date shall be Reference Rate Revolving Loans or One-Month LIBOR Rate Revolving Loans, as the Borrower may direct. (b) On or prior to the Closing Date and thereafter prior to any change with respect to each Credit Extension made after any of the Closing Date, that information contained in the conditions set forth in Section 4.02(bfollowing clauses (i) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period(ii), the Borrower will shall deliver to the Lender a writing setting forth (i) the account of the Borrower to which the Lender is authorized to transfer the proceeds of the Revolving Loans requested pursuant to this Section 2.2, and (ii) the names of the officers authorized to request Revolving Loans on behalf of the Borrower, and shall provide the Lender with a specimen signature of each such officer. The Lender shall be deemed entitled to rely conclusively on such officer's authority to request Revolving Loans on behalf of the Borrower, the proceeds of which are to be transferred to any of the accounts specified by the Borrower pursuant to the immediately preceding sentence, until the Lender receives written notice to the contrary. The Lender shall have no duty to verify the identity of any individual representing himself as one of the officers authorized by the Borrower to make such requests on its behalf. (c) The Lender shall not incur any liability to the Borrower as a result of acting upon any notice referred to in Sections 2.2(a) and (b), which notice the Lender believes in good faith to have specified been given by an Interest Period officer duly authorized by the Borrower to request Revolving Loans on its behalf or for otherwise acting in good faith under this Section 2.2, and the crediting of one month’s duration. Promptly following receipt Revolving Loans to the Borrower's deposit account, or transmittal to such Person as the Borrower shall direct, shall conclusively establish the obligation of a the Borrower to repay such Revolving Loans. (d) Any Notice of Borrowing Request (or telephonic notice in lieu thereof) made pursuant to Section 2.2 (a) shall be irrevocable and the Borrower shall be bound to borrow the funds requested therein in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowingtherewith.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopy, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Tranche A-1 Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a Business Day; (d) 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”; provided that until the date on which the Syndication Agent shall have notified Borrower that a Successful Syndication has been achieved, the Interest Period shall be seven days; (f) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(bSections 4.02(b)-(d) and Section 4.02(c) will be have been satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing with Revolving Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. If duration (subject to the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s durationproviso in clause (e) above). Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by hand delivery, facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttransmission, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 1:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 1:00 p.m., New York City time, (1) one Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate principal amount of such Borrowing; (c) the date of such Borrowing, which shall be a Business Day; (d) 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 and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section Sections 4.02(b) and Section 4.02(c(c) will be are satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an ABR Borrowing. If no Interest Period of one month’s duration. If is specified with respect to any requested Eurodollar Borrowing, then the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Borrowing under the Revolving Borrowing Credit Facility or Delayed Draw Term Loan BorrowingFacility, the Relevant Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to notify the Administrative Agent of such request by telecopy or electronic transmission (ai) in the case of a Revolving BorrowingBorrowing of LIBOR Rate Loans, not later than 12:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or and (bii) in the case of Term Loan Borrowings to be made on the Closing Datea Borrowing of Base Rate Loans, not later than 12:00 p.m., New York City time, (1) one Business Day before the date of the proposed Borrowing. Each Borrowing Request Notwithstanding the foregoing, all Borrowings on the Closing Date shall be irrevocable Borrowings of Base Rate Loans, unless the Administrative Agent shall have received a satisfactory funding indemnity letter and advance written notice pursuant to the terms of this Section 2.03. Each such written Notice of Borrowing shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing; (cb) the date of such Borrowing, which shall be a Business Day; (dc) whether such Borrowing is to be an ABR a Borrowing of Base Rate Loans or a Eurodollar BorrowingBorrowing of LIBOR Rate Loans; (ed) in the case of a Eurodollar BorrowingBorrowing of LIBOR Rate Loans, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (fe) the location and number of the account to which funds are to be disbursed; (f) the Facility under which the Loans are to be borrowed; (g) in the case of a Delayed Draw Term Loan Borrowing, the maturity date of such Delayed Draw Term Loans, which shall be six, seven, eight, nine or ten years from the date of such Borrowing; and (gh) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b) and 6 or Section 4.02(c) will be 7, as applicable, are satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an of Base Rate Loans. If no Interest Period is specified with respect to any requested Borrowing of one month’s duration. If LIBOR Rate Loans, then the Relevant Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Notice of Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the relevant Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopier, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.9:00 a.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing; (cb) the date of such Borrowing, which shall be a Business Day; (dc) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ed) 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”; (fe) the location and number of the relevant Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (gf) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(bSections 4.02(b)-(d) and Section 4.02(c) will be have been satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an ABR Borrowing. If no Interest Period of one month’s duration. If is specified with respect to any requested Eurodollar Borrowing, then the relevant Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to notify the Administrative Agent of such request by telephone (apromptly confirmed by telecopy) (i) in the case of a Eurodollar Revolving Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, (other than Swingline Loans), not later than 12:00 p.m.10:00 a.m., New York City time, (1) one on the Business Day before the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be 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 Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Revolving Borrowing of Revolving Loans or Term Loansa Swingline Loan; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a Business Day; (d) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Revolving Borrowing; (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 and the Collateral Agent shall have notified Borrower that the primary syndication of the Commitments has been completed and (ii) the date which is 180 days after the Closing Date, the Interest Period shall be one month; (f) the location and number of the Borrower's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02; and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b4.02 (b)-(e) and Section 4.02(c) will be are satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing with Revolving Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. If 's duration (subject to the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s durationproviso in clause (e) above). Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall notify Collateral Agent of the borrowing Request, confirm with Collateral Agent that the funding of such Borrowing Request is in conformity with this Section 2.03 and advise each Lender of the details thereof and of the amount of such Lender’s 's Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request In order to effect a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, hand deliver or telecopy (or transmit by facsimile or other electronic transmission if arrangements for doing so have been communications pursuant to procedures approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request ) to the Administrative Agent a Borrowing Request (a) in the case of a Revolving LIBOR Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Working Days before the date of the a proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or and (b) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, (1) one Business Day before on the date day of the a proposed Borrowing. Each Borrowing Request Such notice shall be irrevocable and shall in each case specify the following information in compliance with Section 2.02: (aA) whether the Borrowing then being requested is to be a LIBOR Borrowing or an ABR Borrowing, (B) the date of such Borrowing (which shall be a Working Day) and the amount thereof and (C) if such Borrowing is to be 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 Business Day; (d) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar LIBOR 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 and number of the account to which funds are to be disbursed; and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is madethereto. If no election as to the Interest Rate Type of a Borrowing is specifiedspecified in any such Borrowing Request, then the requested Borrowing shall be a Eurodollar an ABR Borrowing. If no Interest Period with respect to any LIBOR Borrowing with is specified in any such Borrowing Request, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to shall not have specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request given notice in accordance with this Section 2.032.5 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. The Administrative Agent shall promptly advise each Lender the applicable Lenders of the details thereof any notice given pursuant to this Section 2.5 and of the amount of each such Lender’s Loan to be made as part portion of the requested Borrowing.

Borrowing Procedure. (a) To request a Revolving Borrowing or Term Loan Borrowing, the Borrower Designated Company shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) hand 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 1160381.015-CHISR02A - MSW paragraph of Section 11.01(d), a duly completed and executed Borrowing Request to the Administrative Agent (a) in the case of a Revolving Borrowing, not later than 12:00 p.m.10:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)London time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Date, not later than 12:00 p.m., New York City time, (1) one Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (ai) whether the requested Borrowing is to be a Borrowing names of Revolving Loans or Term Loans; (bthe Co-Borrower(s) requesting such Borrowing(s) and the aggregate amount of such BorrowingBorrowing(s), together with a schedule attached to such Borrowing Request, which schedule shall specify the amount required to be funded by each Aleris Incremental Term Lender based on its pro rata share of the Aleris Incremental Term Loan Commitments (and which amount shall not exceed such Aleris Incremental Term Lender’s Aleris Incremental Term Loan Commitment), which amount shall give effect to any net funding in respect thereof in accordance with the terms of the applicable Fee Letters, and which schedule shall clearly indicate each Aleris Incremental Term Lender that is net funding (for the avoidance of doubt, only arranger fees may be net funded); (cii) the date of such BorrowingBorrowing(s), which shall be a Business Day; Day (d) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) and in the case of a Eurodollar Borrowingthe Aleris Incremental Term Loans, (x) such Business Day shall occur on or prior to the Aleris Incremental Commitment Termination Date, and (y) such date shall be the date that the Aleris Incremental Term Loans are to be funded into the Escrow Account pursuant to Section 2.21); (iii) the initial Interest Period to be applicable theretoto each such Borrowing, which shall be a period contemplated by the definition of the term “Interest Period”” (and, in the case of the initial Interest Period applicable to Aleris Incremental Term Loans funded into the Escrow Account, shall be an Interest Period of one month); (fiv) the location and number of the account such Co-Borrowers’ account(s) to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); provided that, in the case of a Borrowing of Aleris Incremental Term Loans, such account shall be the Escrow Account; and (gv) with respect to each in the case of the initial Credit Extension made after hereunder, under the Closing DateAleris Incremental Term Loan Commitments or under any Incremental Term Loan Commitments, that the conditions set forth in Section 4.02(b4.03(b) and Section 4.02(c- (d) will be have been satisfied or waived as of the date of the requested Borrowing notice, and in the case of Aleris Incremental Term Loans, that the Aleris Acquisition Closing Date and the Aleris Incremental Funding Date is madeexpected to occur within three Business Days after the date designated pursuant to clause (ii) above, and that the conditions referred to in Section 6 of the Aleris Increase Joinder Amendment shall be satisfied on the Aleris Incremental Funding Date. If no election as 1160381.015-CHISR02A - MSW Subject to the Type second proviso in the definition of Borrowing “Interest Period,” and except as provided in Section 2.21, if no Interest Period is specifiedspecified with respect to any requested Eurodollar Rate Borrowing, then the requested Borrowing Co-Borrowers shall be a Eurodollar Borrowing with deemed to have selected an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one three month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan B Borrowing, the relevant Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopy, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving BorrowingEurodollar Borrowing in dollars, not later than 12:00 p.m.noon., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 1:00 p.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Revolving Borrowing of Revolving Loans or a Term LoansB Borrowing; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a Business Day; (d) 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”"; provided that until the date on which the Syndication Agent shall have notified Borrower Agent that the primary syndication of the Commitments has been completed, the Interest Period shall be seven days; (f) the location and number of the relevant Borrower's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02; and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(bSections 4.02 (b)-(e) and Section 4.02(c) will be are satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing with Revolving Borrowing, then the relevant Borrower shall be deemed to have selected an Interest Period of one month’s duration. If 's duration (subject to the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s durationproviso in clause (e) above). Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s 's Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request (1) By delivering a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to the Administrative Agent on or before 10:00 a.m. on a Business Day during a calendar month, the Borrower may from time to time irrevocably request, on not less than three Business Days' notice, that a Borrowing be made in an amount equal to the Project Costs due and payable on or before the thirtieth (30th) day after the date of such Borrowing, including all Project Costs previously paid and all holdbacks permitted to be released under the Construction Lien Act (Ontario) less the sum of: (a) Project Costs funded by all previous Borrowings and Project Revenues; (b) holdbacks as required by the Construction Lien Act (Ontario); and (c) after October 31, 2000 the Equity Contribution. Such Borrowing shall be made in a minimum amount of US$1,000,000 and in an integral multiple of US$1,000,000 or in the case unused amount of the applicable Commitments and no Borrowing shall be made on or after the Commitment Termination Date. The Borrower may, in any Borrowing Request, request that US$2,000,000 in excess of the amount set out above be included in such Borrowing provided any amounts previously advanced by the Lenders pursuant to this provision have been expended in full on Project Costs. The Borrower may, in any Borrowing Request, request that the amount requested in such Borrowing Request be advanced by the Lenders in two payments, to be made no more than twenty (20) days apart. If the Borrower delivered a Revolving BorrowingBorrowing Request which requests that an advance be paid in part on the Borrowing Date and part at a later date, not later than 12:00 p.m., New York City time (or on such later time date the Borrower will confirm that the provisions of Sections 5.2(1), (3), (5), (6) and (10) shall be true and correct on such date. The Borrower may not request more than two (2) Borrowings in any calendar month. 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 or Business Days, specified in such Borrowing Request. On the terms and subject to the conditions of this Agreement, on or before 11:00 a.m. on such Business Day as may Day(s) each Lender shall deposit with the Administrative Agent same day funds in an amount equal to such Lender's Percentage of the requested Borrowing. Such deposit(s) will be reasonably acceptable made to the Administrative Agent)'s Account for Payments. No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loan. (2) In addition to the requirements set forth in clause (1) above, the Borrower shall have delivered to the Independent Engineer and the Administrative Agent at least ten (10) Business Days prior to the date of such Loan a Borrower Construction Certificate designating, among other things, the application of the proceeds of such Borrowing. Not less than five (5) Business Days prior to the date of such Loan, the Independent Engineer shall have delivered to the Administrative Agent each of the Borrower Construction Certificate and the Independent Engineer Construction Certificate. Not more than three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings prior to be made on the Closing Date, not later than 12:00 p.m., New York City time, (1) one Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing; (c) the date of such BorrowingLoan, which shall be a Business Day; (d) 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 following review of the term “Interest Period”; (f) Borrower Construction Certificate and the location and number of the account to which funds are to be disbursed; and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Independent Engineer Construction Certificate, the Administrative Agent shall advise accept or reject such Borrower Construction Certificate. (3) In the event that the Administrative Agent has a dispute with any item in the Borrower Construction Certificate or Independent Engineer Construction Certificate delivered pursuant to clause (2) above, and if such disputed item shall cause the Administrative Agent to reject such Borrower Construction Certificate (each Lender a "Disputed Item"), then the Lenders shall make available to the Borrower an amount of Loans equal to the requested Borrowing minus the aggregate amount of the details thereof Disputed Items. Not more than two (2) Business Days after the Administrative Agent shall have received such Borrower Construction Certificate or Independent Engineer Construction Certificate, the Administrative Agent shall consult with the Borrower and of the amount of Independent Engineer to resolve such Lender’s Loan Disputed Item. In the event that the Administrative Agent, the Borrower and the Independent Engineer cannot resolve such Disputed Item within three (3) Business Days, then (i) the Borrower may resubmit such Disputed Item with the next requested Borrowing or (ii) submit such disputed item for resolution to a nationally recognized engineering firm acceptable to the Borrower and the Administrative Agent (the "Second Independent Engineer") and, following a determination by the Second Independent Engineer, such disputed item shall be made as part of paid or resubmitted with the next requested Borrowing. (4) If the Borrower Construction Certificate or Independent Engineer Construction Certificate states, or if the Administrative Agent otherwise reasonably believes, that a Cost Overrun is expected to occur then notwithstanding any other provision of this Agreement no Lender shall be obligated to make any Loans hereunder unless and until the Borrower provides to the Administrative Agent and Lenders evidence satisfactory to the Super Majority Lenders, acting reasonably, that the Borrower possesses sufficient funds to pay for such excess from amounts advanced to it in accordance with the Completion Guarantee or from Project Revenues.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the applicable Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopy, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.10:00 a.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans, U.S. Term Loans or Canadian Term Loans; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a Business Day; (d) 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”; provided that until the earlier of (x) the date on which the Syndication Agent shall have notified U.S. Borrower that a Successful Syndication has been achieved and (y) 60 days after the Fourth Amendment Effectiveness Date, the Interest Period for any U.S. Term B-2 Loans shall be seven days; (f) the location and number of the applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section Sections 4.02(b) and Section 4.02(cthrough (d) will be have been satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing with Revolving Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. If duration (subject to the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s durationproviso in clause (e) above). Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile hand delivery or telecopy (or transmit by other electronic transmission transmission, if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent), a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided Borrowing (except that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan proposed Eurodollar Borrowings to be made on the Closing Date, such Borrowing Request may be delivered not later than 12:00 p.m.9:00 a.m., New York City time, on the Closing Date) or (1ii) one Business Day before in the case of an ABR Borrowing, not later than 9:00 a.m., New York City time, on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be 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 Business Day; (d) 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 and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(bSections 4.02(b)-(d) and Section 4.02(c) will be are satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an ABR Borrowing. If no Interest Period of one month’s duration. If the is specified with respect to any requested Eurodollar Revolving Borrowing, then Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or an Incremental Term Loan Borrowing, the Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopier, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.9:00 a.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Incremental Term Loans; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a Business Day; (d) 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 and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section Sections 4.02(b) and Section 4.02(c- (d) will be have been satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an ABR Borrowing. If no Interest Period of one month’s duration. If the is specified with respect to any requested Eurodollar Borrowing, then Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agentfacsimile, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Date, not later than 12:00 p.m., New York City time, three Business Days before the date of the proposed Borrowing or (1ii) in the case of an ABR Borrowing, not later than 12:00 p.m., New York City time, one Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing; (cb) the date of such Borrowing, which shall be a Business Day; (dc) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ed) 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”; (fe) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.04; and (gf) in the case of a Second Amendment Amenities CapEx Borrowing, accompanied by a certificate of a Responsible Officer of the Borrower (i) identifying the item(s) on Annex A to Schedule 3.12 to the Second Amendment that are to be paid with respect the proceeds of such Second Amendment Amenities CapEx Borrowing, (ii) setting forth (x) the aggregate amount of Second Amendment Amenities CapEx Borrowings made at any time prior to each Credit Extension such Second Amendment Amenities CapEx Borrowing and (y) the aggregate amount of Second Amendment Amenities CapEx Borrowings made after giving effect to the Closing Datemaking of such Second Amendment Amenities CapEx Borrowing (which shall in no event exceed $10,000,000 as such amount may be adjusted as provided on Schedule 3.12 to the Second Amendment), (iii) certifying that all proceeds of any previously advanced Second Amendment Amenities CapEx Borrowing have been applied consistent with Annex A to Schedule 3.12 to the conditions Second Amendment and (iv) attaching a schedule setting forth with specificity (x) the proposed application of the proceeds of such Second Amendment Amenities CapEx Borrowing and (y) the actual application of proceeds of previously advanced Second Amendment Amenities CapEx Borrowings to specific expenditures associated therewith to the extent not set forth on a prior such schedule. Administrative Agent will promptly forward a copy of each such certificate to the Lenders. Administrative Agent shall have three (3) Business Days to review each such certificate and the related request for a Second Amendment Amenities CapEx Borrowing. Such Second Amendment Amenities CapEx Borrowing shall be funded not later than the expiration of such three-Business Day period unless, within such three-Business Day period, Administrative Agent notifies Borrower in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of writing that such Second Amendment Amenities CapEx Borrowing does not comply with the date terms hereof (together with reasonable detail regarding the requested Borrowing is madebasis for such determination). If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an ABR Borrowing. If no Interest Period of one month’s duration. If the is specified with respect to any requested Eurodollar Borrowing, then Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.” (OO) Section 2.04 of the Credit Agreement is hereby amended to (a) change each reference to a “Loan” in such section to “Revolving Loan” and (b) change each reference to a “Lender” in such section to “Revolving Loan Lender”. (PP) Section 2.05(a) and (c) of the Credit Agreement is hereby amended to (a) change each reference to a “Loan” in such section to “Revolving Loan” and (b) change each reference to a “Lender” in such section to “Revolving Loan Lender”. (QQ) Section 2.06(c) and (d) of the Credit Agreement is hereby amended to change each reference to a “Lender” in such section to “Revolving Loan Lender”.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to notify the Administrative Agent of such request by telephone (promptly confirmed by telecopy) (a) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 1:00 p.m., New York City time time, three Business Days before the date of the proposed Borrowing or (or such b) in the case of an ABR Borrowing, not later time on such than 1:00 p.m., New York City time, one Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.18(e) may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Date, given not later than 12:00 p.m.11:00 a.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be 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 Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Revolving Borrowing of Revolving Loans or a Term LoansBorrowing; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a Business Day; (d) 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”;"; provided that until the earlier of (i) the date which is 30 days after the Closing Date and (ii) the date on which a successful syndication of the Loans and Commitments shall have been declared by the Joint Lead Arrangers, Borrower shall only be permitted to request an Interest Period of seven days; and (f) the location and number of the Borrower's account to which funds are to be disbursed; and (g) , which shall comply with respect to each Credit Extension made after the Closing Date, that the conditions set forth in requirements of Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing2.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by hand delivery, facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 2:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month(or, or (b) in the case of Eurodollar Borrowings that are Term Loan Borrowings to be made on the Closing Date, not later than 12:00 p.m., New York City time, (1) one Business Day Days before the date of the proposed Borrowing) or (ii) in the case of an ABR Borrowing, (x) not later than 12:00 noon., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), on the Business Day prior to the proposed Borrowing or (y) solely in connection with a request for any Revolving Borrowing which constitutes an ABR Borrowing (in an aggregate principal amount of all such Revolving Borrowings which constitute ABR Borrowings outstanding at any time not to exceed $25,000,000), not later than 1:00 p.m., New York City time on the same Business Day as the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be 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 Business Day; (d) 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 and number of the account to which funds are to be disbursed; and (g) with respect to each Credit Extension made after the Closing DateExtension, that the conditions set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To In order to request a Revolving Borrowing or Term Loan Borrowing(other than a Swingline Loan, the as to which this Section 2.03 shall not apply), a Borrower shall deliver, by facsimile hand deliver or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request telecopy to the Administrative Agent a duly completed Borrowing Request in the form of Exhibit A (a) in the case of an Alternative Currency Borrowing and in the case of a Revolving LIBOR Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or, if the Borrowing Request is delivered or such later time on such Business Day as may be reasonably acceptable telecopied to the Administrative AgentAgent in London, 10:00 a.m., London time), three (3) Business Days before the date of the a proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or and (b) in the case of Term Loan an ABR Borrowing denominated in Dollars, not later than 12:00 noon, New York City time, one Business Day before a proposed Borrowing; provided, however, that Borrowing Requests with respect to Borrowings to be made on the Closing DateEffective Date may, not at the discretion of the Administrative Agent, be delivered later than 12:00 p.m., New York City time, (1) one Business Day before the date of the proposed Borrowingtimes specified above. Each Borrowing Request shall be irrevocable and shall specify (i) the following information in compliance with Section 2.02: Borrower requesting such Borrowing (aand be signed by or on behalf of such Borrower); (ii) whether the requested if such Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) made on the aggregate amount of such Borrowing; (c) the date of such BorrowingEffective Date, which shall be a Business Day; (d) whether such Borrowing is to be an ABR a Term Borrowing, a Periodic Access Borrowing, a U.S. $ Revolving Credit Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Multi-Currency Revolving Credit Borrowing, the initial Interest Period or if such Borrowing is to be applicable theretomade after the Effective Date, which shall whether such Borrowing is to be a period contemplated by Periodic Access Borrowing, a U.S. $ Revolving Credit Borrowing or a Multi- Currency Revolving Credit Borrowing; (iii)-whether the definition of the term “Interest Period”; Borrowing then being requested is to be a LIBOR Borrowing or an ABR Borrowing; (fiv) the number and location and number of the account to which funds are to be disburseddisbursed (which shall be an account that complies with the requirements of Section 2.02(c) and, in the case of a Borrowing denominated in Dollars, shall be at an office of the Administrative Agent in New York City or London); (v) the date of such Borrowing (which shall be a Business Day and (g) with respect , in the case of a Periodic Access Borrowing to each Credit Extension be made after the Closing Effective Date, that shall be within a Periodic Access Availability Period); (vi) the conditions amount of such Borrowing (which shall be expressed in Dollars, regardless of whether such Borrowing is an Alternative Currency Borrowing); (vii) the currency of such Borrowing (which shall be Dollars, in the case of the Term Borrowing and any U.S. $ Revolving Credit Borrowing or ABR Borrowing, and otherwise shall be Dollars or an Alternative Currency); and (viii) if such Borrowing is to be a LIBOR 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 4.02(b) and Section 4.02(c) will be satisfied or waived 2.02. If no election as to the currency of the date Borrowing is specified in any such notice, then the requested Borrowing is madeshall be denominated in Dollars. If no election as to the Type of Borrowing is specifiedspecified in any such notice, then the requested Borrowing shall be an ABR Borrowing if denominated in Dollars or a Eurodollar LIBOR Borrowing if denominated in an Alternative Currency. If no Interest Period with respect to any LIBOR 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 (and in any event on the same day that the Administrative Agent receives such notice, if received by 11:00 a.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), of each Lender's portion of the requested Borrowing and, in the case of an Alternative Currency Borrowing, of the Alternative Currency Equivalent of the Dollar amount specified in the applicable Borrowing Request and the Spot Exchange Rate utilized to determine such Alternative Currency Equivalent. If a Borrower in respect of an outstanding Revolving Credit Borrowing 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 such Borrowing and requesting that such Borrowing be refinanced, then such Borrower shall (unless such Borrower has notified the Administrative Agent, not fewer 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 Revolving Credit Borrowing of equivalent amount in the same currency, and such new Borrowing shall be an ABR Borrowing if denominated in Dollars or a LIBOR Borrowing with an Interest Period of one month’s duration's duration if denominated in an Alternative Currency. If The sum of (a) the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Periodaggregate principal amount of Borrowings by the EEIG Borrower, plus (b) the Borrower will be deemed to have specified an Interest Period Aggregate L/C Exposure under Letters of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, Credit issued at the Administrative Agent shall advise each Lender request of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested BorrowingEEIG Borrower, at any one time outstanding, shall not exceed $575,000,000.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower Agent shall deliver, by hand delivery, facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving EurocurrencySOFR Borrowing, not later than 12:00 2:00 p.m., New York City time three Business Days before the date of the proposed Borrowing (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)) (or, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Eurocurrency Borrowings to be made on the Closing Date, not later than 12:00 2:00 p.m., New York City time, (1) one Business Day before the date of the proposed Borrowing) or (ii) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time on the Business Day prior to the proposed Borrowing (or such later time as may be reasonably acceptable to the Administrative Agent). Each Borrowing Request shall be irrevocable (subject to the last paragraph of this Section 2.03) (provided that such Borrowing Request may be conditioned upon the occurrence of any event specified therein) and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans[reserved]; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a Business Day; (d) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Eurocurrency, a Term SOFR Borrowing or, in the event that the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator pursuant to the definition of “Term SOFR” (after application of the last sentence of clause (a) of such definition) and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, at the option of the Borrower Agent, Daily SOFR Borrowing; (e) in the case of a Eurodollar EurocurrencySOFR 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 and number of the account to which funds are to be disbursed; (g) [reserved]; (h) the identity of the Borrower or Borrowers requesting such Borrowing; and (gi) with respect to each Credit Extension made after the Closing DateExtension, that the conditions set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar EurocurrencyTerm SOFR Borrowing with an Interest Period of one month’s duration. If the a Borrower requests a Eurodollar EurocurrencySOFR Borrowing but fails to specify an Interest Period, the such Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such LenderXxxxxx’s Loan to be made as part of the requested Borrowing. The Borrowing Request in respect of any Loans on the Closing Date or in connection with any Permitted Acquisition or other permitted Investment, or any Incremental Facility, Extension Amendment or Credit Agreement Refinancing Indebtedness, in each case after the Closing Date, may be rescinded or revised to change the requested date for the making of the Loans contemplated thereby, by the applicable Borrower (or the other applicable borrower thereof) upon written notice to the Administrative Agent on or prior to 10:00 a.m. New York City time on the date of the proposed Borrowing (or such later time as the Administrative Agent may approve in its sole discretion).

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by hand delivery, facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agentmail, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.9:00 a.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing; (cb) the date of such Borrowing, which shall be a Business Day; (dc) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ed) 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”; (fe) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (gf) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(bSections 4.02(b)-(c) and Section 4.02(c) will be have been satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an ABR Borrowing. If no Interest Period of one month’s duration. If the is specified with respect to any requested Eurodollar Borrowing, then Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopier, a duly completed and executed Notice of Borrowing Request to the Administrative Agent (ai) in the case of a Revolving LIBOR Borrowing, not later than 12:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Date, not later than 12:00 p.m., New York City time, (1) one three Business Day Days before the date of the proposed Borrowing or (ii) in the case of a Base Rate Borrowing, not later than 10:00 a.m., New York City time, on the Business Day of the proposed Borrowing. Each Notice of Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02:information. (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing; (cb) the date of such Borrowing, which shall be a Business Day; (dc) whether such Borrowing is to be an ABR Base Rate Borrowing or a Eurodollar LIBOR Borrowing; (ed) in the case of a Eurodollar LIBOR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (fe) the location and number of the Borrower’s account to which funds are to be disbursed; and; (gf) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(bSections 2.2(b), (c) and Section 4.02(c(d) will be have been satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an Base Rate Borrowing. If no Interest Period of one month’s duration. If is specified with respect to any requested LIBOR Borrowing, then the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Notice of Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to notify the Administrative Agent of such request by telephone (apromptly confirmed by telecopy) (i) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing (other than Swingline Loans), not later than 12:00 p.m.11:00 a.m., New York City time, (1) one on the Business Day before the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be 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 Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing; (cb) the date of such Borrowing, which shall be a Business Day; (dc) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ed) 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 Syndication Agent shall have notified Borrower that the primary syndication of the Commitments has been completed and (ii) the date which is 60 days after the Closing Date, the Interest Period shall be seven days; (fe) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02; and (gf) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b4.02 (b) and Section 4.02(c(c) will be are satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing with Revolving Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. If duration (subject to the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s durationproviso in clause (d) above). Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopy, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.10:00 a.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing; (cb) the date of such Borrowing, which shall be a Business Day; (dc) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ed) 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 (x) the date on which the Syndication Agent shall have notified the Borrower that a Successful Syndication has been achieved and (y) 60 days after the Closing Date, the Interest Period for any Loans shall be seven days; (fe) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (gf) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b) and Section 4.02(c) will be 4.01 have been satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing with Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. If duration (subject to the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s durationproviso in clause (e) above). Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopier, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that , subject to Borrower executing a Revolving Borrowing may not be requested more than twice per calendar month, satisfactory prefunding agreement with the Administrative Agent or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.9:00 a.m., New York City time, (1) one Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be 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 Business Day; (d) 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 and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(bSections 4.02(b)-(d) and Section 4.02(c) will be have been satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an ABR Borrowing. If no Interest Period of one month’s duration. If the is specified with respect to any requested Eurodollar Borrowing, then Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Each Borrowing or Term Loan Borrowing, shall be made upon prior written notice from the Applicable Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to the Administrative Applicable Agent in the form of Exhibit E (a “Notice of Borrowing”). Such Notice of Borrowing shall be delivered to the Applicable Agent, (a) in the case of a Revolving BorrowingBorrowings that are CB Floating Rate Loans, not later than 12:00 p.m.10:00 a.m., New York City time Houston Time, on the requested Borrowing Date; (or such b) in the case of Eurocurrency Borrowings that are denominated in US Dollars, not later time on such Business Day as may be reasonably acceptable to the Administrative Agent)than 10:00 a.m., Local Time, three (3) Business Days before prior to the date of the proposed Borrowing; provided that a Revolving requested Borrowing may not be requested more than twice per calendar month, or Date; (bc) in the case of Term Loan Borrowings Alternative Currency Loans, as provided in Section 2.4(c); and (d) in the case of Swingline Loans, as provided in Section 2.6; provided that any such notice of a CB Floating Rate Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.7(d) may be made on the Closing Date, given not later than 12:00 p.m.9:00 a.m., New York City timeHouston Time, (1) one Business Day before on the date of the proposed Borrowing. Each Notice of Borrowing Request shall be irrevocable and shall specify (i) the following information identity of the Applicable Borrower; (ii) the aggregate principal amount of the requested Borrowing; (iii) the currency in compliance with which such Borrowing shall be denominated (which shall be a currency permitted by Section 2.02: 2.2(b)); (aiv) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; Date (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a Business Day; Day with respect to such Borrowing); (dv) whether such the Class and Type of Borrowing is requested; (vi) with respect to be an ABR any Eurocurrency Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar CDOR Borrowing, the initial Interest Period to be applicable thereto, to such Borrowing (which shall be a period contemplated by the definition of the term “Interest Period”; ); and (fvii) the location and number of the Applicable Borrower’s account to in which funds the proceeds of the requested Borrowing are to be disbursed; and (g) with respect deposited or, in the case of a CB Floating Rate Borrowing requested to each Credit Extension made after finance the Closing Datereimbursement of an LC Disbursement as contemplated by Section 2.7(d), that the conditions set forth in Section 4.02(b) identity and Section 4.02(c) will be satisfied or waived as the account of the date Issuing Bank to be reimbursed. If no currency is specified in a Notice of Borrowing, the requested Borrowing is made(x) if to the Borrower, shall be denominated in US Dollars; (y) if to the Canadian Borrower, shall be denominated in Canadian Dollars; and (z) if to the UK Borrower, shall be denominated in Sterling. If no election as to the Type of Borrowing is specifiedspecified in a Notice of Borrowing, then the requested Borrowing shall be (A) if denominated in US Dollars, a Eurodollar Borrowing with an CB Floating Rate Borrowing; (B) if denominated in Canadian Dollars, a Canadian Prime Borrowing; and (C) if denominated in Sterling or Euro, a Eurocurrency Borrowing. If no Interest Period of one month’s duration. If the Borrower requests a Eurodollar is specified with respect to any requested Eurocurrency Borrowing but fails to specify an Interest Periodor CDOR Borrowing, the Applicable Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following upon its receipt of a Borrowing Request in accordance with this Section 2.03Notice of Borrowing, the Administrative Applicable Agent shall advise each Lender that will make a Loan as part of the requested Borrowing of the details thereof and thereof, the identity of the Applicable Borrower, the currency in which such Revolving Borrowing is to be denominated, the amount of such Lender’s Loan to be made as part of the requested Borrowing, the interest rate option and, if any, the Interest Period selected, and the proposed Borrowing Date. The Applicable Borrower may give the Applicable Agent telephonic notice by the required time of any proposed Borrowing under this Section 2.3; provided that such telephonic notice shall be irrevocable and shall be promptly confirmed in writing by delivery to the Applicable Agent of a Notice of Borrowing. Neither any Applicable Agent nor any Lender shall incur any liability to any Borrower or any other Person in acting upon any telephonic notice referred to above which such Applicable Agent believes in good faith to have been given by any Borrower or for otherwise acting in good faith under this Section 2.3.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Lead Borrower shall deliver, notify the Administrative Agent of such request by facsimile telecopy or other electronic transmission (if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to the Administrative Agent which approval shall not be unreasonably withheld, conditioned or delayed) or telephone (apromptly confirmed by telecopy) (i) in the case of a Revolving BorrowingBorrowing of LIBO Rate Loans, not later than 12:00 1:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datea Borrowing of Base Rate Loans (other than Swingline Loans), not later than 12:00 1:00 p.m., New York City time, (1) one on the Business Day before the date of the proposed Borrowing. Each such telephonic Notice of Borrowing Request shall be irrevocable irrevocable, subject to Sections 2.09 and 3.01, and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Notice of Borrowing in a form approved by the Administrative Agent and signed by the Lead Borrower. Each such telephonic and written Notice of Borrowing shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing; (cb) the date of such Borrowing, which shall be a Business Day; (dc) whether such Borrowing is to be an ABR a Borrowing of Base Rate Loans or a Eurodollar BorrowingBorrowing of LIBO Rate Loans; (ed) in the case of a Eurodollar BorrowingBorrowing of LIBO Rate Loans, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (fe) the location and number of the account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02; and (gf) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b) and 6 or Section 4.02(c) will be 7, as applicable, are satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing of Base Rate Loans. If no Interest Period is specified with respect to any requested Borrowing of LIBO Rate Loans, then the Lead Borrower shall be deemed to have selected an Interest Period of one month’s duration. If duration (subject to the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s durationproviso in clause (d) above). Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopier, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving LIBOR Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be 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 Business Day; (d) whether such Borrowing is to be an ABR Borrowing or a Eurodollar LIBOR Borrowing; (e) in the case of a Eurodollar LIBOR 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 and number of the Borrower's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(bSections 4.02(b)-(d) and Section 4.02(c) will be have been satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing an ABR Borrowing. If no Interest Period is specified with respect to any requested LIBOR Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s 's duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s 's Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile hand delivery or telecopy (or transmit by other electronic transmission transmission, if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent), a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided Borrowing (except that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan proposed Eurodollar Borrowings to be made on the Closing Date, such Borrowing Request may be delivered not later than 12:00 3:00 p.m., New York City time, (1) one on the Business Day before prior to the Closing Date) or (ii) in the case of an ABR Borrowing, not later than 9:00 a.m., New York City time, on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate principal amount of such Borrowing; (c) the date of such Borrowing, which shall be a Business Day; (d) 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 and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(bSections 4.02(b)-(d) and Section 4.02(c) will be are satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an ABR Borrowing. If no Interest Period of one month’s duration. If the is specified with respect to any requested Eurodollar Revolving Borrowing, then Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan B Borrowing, the Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to notify the Administrative Agent of such request by telephone (promptly confirmed by telecopy) (a) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 1:00 p.m., New York City time time, three Business Days before the date of the proposed Borrowing or (or such b) in the case of an ABR Borrowing, not later time on such than 1:00 p.m., New York City time, one Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.18(e) may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Date, given not later than 12:00 p.m.11:00 a.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be 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 Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Revolving Borrowing of Revolving Loans or a Term LoansB Borrowing; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a Business Day; (d) 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”;"; provided that until the earlier of (i) the date which is 30 days after the Closing Date and (ii) the date on which a successful syndication of the Loans and Commitments shall have been declared by the Joint Lead Arrangers, Borrower shall only be permitted to request an Interest Period of seven days; and (f) the location and number of the Borrower's account to which funds are to be disbursed; and (g) , which shall comply with respect to each Credit Extension made after the Closing Date, that the conditions set forth in requirements of Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing2.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by hand delivery or facsimile (or transmit by other electronic transmission transmission, if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent), a duly completed and executed Borrowing Request for Credit Extension to the Administrative Agent (ai) in the case of a Revolving EurodollarTerm Benchmark Rate Borrowing, not later than 12:00 1:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month(or, in the case of the initial extension of credit on the Closing Date, one Business Day before) or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 1:00 p.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each Borrowing Request for Credit Extension for a Revolving Loan or a Term Loan shall be irrevocable and shall specify the following information in compliance with Section 2.02: : (a) whether the requested Borrowing is to be 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 Business Day; ; (d) whether such Borrowing is to be an ABR Borrowing or a Eurodollar EurodollarTerm Benchmark Rate Borrowing; ; (e) in the case of a Eurodollar EurodollarTerm Benchmark Rate 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 and number of the Borrower’s account to which funds are to be disbursed; and , which shall comply with the requirements of Section 2.02(c) and (g) with respect if and to each Credit Extension made after the Closing Dateextent required under Section 4.01, that the conditions set forth in Section 4.02(bclauses (a) and (b) of Section 4.02(c) will be 4.01 are satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specifiedspecified in any such notice, then the requested Borrowing shall be a Eurodollar Borrowing with an ABR Borrowing. If no Interest Period of one month’s duration. If with respect to any requested EurodollarTerm Benchmark Rate Borrowing is specified in any such notice, then the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request for Credit Extension in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such LenderXxxxxx’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopier, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be 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 Business Day; (d) 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 and number of the Borrower's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section Sections 4.02(b), (c) and Section 4.02(c(d)(ii) will be have been satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing with Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s 's duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s 's Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by notify the Administrative Agent, Agent of such request by telephone (promptly confirmed by telecopy) or by delivering a duly completed and executed Borrowing Request to the Administrative Agent (a) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 2:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 2:00 p.m., New York City time, (1) one Business Day before the date of the proposed Borrowing; provided that, any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.17(e) may be given not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed not later than 3:00 p.m., New York City time, on such Business Day by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request substantially in the form of Exhibit C and signed by Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing; (cb) the date of such Borrowing, which shall be a Business Day; (dc) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ed) 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”;; and (fe) the location and number of the Borrower’s account to which funds are to be disbursed; and (g) , which shall comply with respect to each Credit Extension made after the Closing Date, that the conditions set forth in requirements of Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made2.02. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an ABR Borrowing. If no Interest Period of one month’s duration. If the is specified with respect to any requested Eurodollar Revolving Borrowing, then Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Tranche B-1 Term Loan Borrowing, the Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopier, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.9:00 a.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Tranche B-1 Term Loans; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a Business Day; (d) 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 and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(bSections 4.02(b)-(c) and Section 4.02(c) will be have been satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an ABR Borrowing. If no Interest Period of one month’s duration. If the is specified with respect to any requested Eurodollar Borrowing, then Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request The following procedures apply to the Administrative Agent (a) in the case of a Revolving Borrowing, not later than 12:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Date, not later than 12:00 p.m., New York City time, (1) one Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02Borrowings: (a) whether Each Borrowing shall be made on the requested Borrowing is Company's notice (a "Notice of Borrowing," substantially in the form of Exhibit B-1) to be Administrative Agent requesting that Lenders fund a Borrowing on a certain date (the "Borrowing Date"), which notice (i) shall be irrevocable and binding on the Company, (ii) shall specify the Borrowing Date, amount, Type, and (for a Borrowing comprised of Revolving Loans Eurodollar Rate Borrowings) Interest Period, and (iii) must be received by Administrative Agent no later than 11:00 a.m. New York, New York time on the third (3rd) Business Day preceding the Borrowing Date for any Eurodollar Rate Borrowing or Term Loans;on the Borrowing Date for any Base Rate Borrowing. Administrative Agent shall timely notify each Lender with respect to each Notice of Borrowing. (b) Each Lender shall remit its Pro Rata Part of each requested Borrowing to Administrative Agent's principal office in New York, New York, in funds which are or will be available for immediate use by Administrative Agent by 1:00 p.m. New York, New York time on the aggregate amount Borrowing Date therefor. Subject to receipt of such funds, Administrative Agent shall (unless to its actual knowledge any of the conditions precedent therefor have not been satisfied by the Company or waived by Determining Lenders) make such funds available to the Company by causing such funds to be deposited to the Company's account as designated to Administrative Agent by the Company. Notwithstanding the foregoing, unless Administrative Agent shall have been notified by a Lender prior to a Borrowing Date that such Lender does not intend to make available to Administrative Agent such Lender's Pro Rata Part of the applicable Borrowing; , Administrative Agent may assume that such Lender has made such proceeds available to Administrative Agent on such date, as required herein, and Administrative Agent may (cunless to its actual knowledge any of the conditions precedent therefor have not been satisfied by the Company or waived by Determining Lenders), in reliance upon such assumption (but shall not be required to), make available to the Company a corresponding amount in accordance with the foregoing terms, but, if such corresponding amount is not in fact made available to Administrative Agent by such Lender on such Borrowing Date, Administrative Agent shall be entitled to recover such corresponding amount on demand (i) from such Lender, together with interest at the Federal Funds Rate during the period commencing on the date such corresponding amount was made available to the Company and ending on (but excluding) the date of Administrative Agent recovers such Borrowingcorresponding amount from such Lender, which or (ii) if such Lender fails to pay such corresponding amount forthwith upon such demand, then from the Company, together with interest at a rate per annum equal to the applicable rate for such Borrowing during the period commencing on such Borrowing Date and ending on (but excluding) the date Administrative Agent recovers such corresponding amount from the Company. No Lender shall be a Business Day; (d) whether such Borrowing is responsible for the failure of any other Lender to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the case make its Pro Rata Part 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 and number of the account to which funds are to be disbursed; and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested any Borrowing. SECTION 3 TERMS OF PAYMENT

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopy, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Eurodollar Revolving BorrowingBorrowing in dollars, not later than 12:00 p.m.noon, New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Revolving Borrowing, not later than 12:00 1:00 p.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing; (cb) the date of such Borrowing, which shall be a Business Day; (dc) whether such Borrowing is to be an ABR Revolving Borrowing or a Eurodollar Revolving Borrowing; (ed) 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”; (fe) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02; and (gf) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(bSections 4.02 (b)-(e) and Section 4.02(c) will be are satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an ABR Revolving Borrowing. If no Interest Period of one month’s duration. If the is specified with respect to any requested Eurodollar Revolving Borrowing, then Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. (a) To request a Revolving Borrowing or a Term Loan Borrowing, the Borrower shall deliverdeliver a written request (by email through a “pdf” copy, or facsimile transmission (or transmit by facsimile or other electronic transmission transmission) if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent)), a duly completed and executed Borrowing Request to the Administrative Agent (a) in the case of a Revolving Borrowing, not later than 12:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Date, not later than 12:00 p.m.1:00 pm, New York City time, (1) one on the third Business Day before the date of the proposed Borrowing. Each Borrowing Request for a Revolving Loan or a Term Loan shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (bi) the aggregate principal amount of such Borrowing, which shall comply with the requirements of Section 2.02(a) and, in the case of the initial Term Borrowing, Section 2.01(b); (cii) the date of such Borrowing, which shall be a Business Day; (diii) 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”” contained herein; (fiv) the location and number of the respective Borrower’s account to which funds are to be disbursed; and, which shall comply with the requirements of Section 2.02(c); (gv) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section Sections 4.02(b) and Section 4.02(c(c) will be are satisfied or waived as of the date of the notice; and (vi) whether the requested Borrowing is madeto be a Revolving Borrowing or a Term Borrowing. If no election as Interest Period is specified with respect to the Type of Borrowing is specifiedany requested Borrowing, then the requested Borrowing Borrower shall be a Eurodollar Borrowing with deemed to have selected an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s three months’ duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan B Borrowing, the Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopy, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, (1) one Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term B Loans; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a Business Day; (d) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; provided that Eurodollar Borrowings shall not be available until the earlier of (i) August 31, 2004 and (ii) the date on which the Syndication Agent shall have notified Borrower that a Successful Syndication has been achieved ; provided further, however, that if on August 31, 2004, the Syndication Agent shall not have notified Borrower that a Successful Syndication has been achieved, then Borrower shall only be entitled to select Interest Periods for Eurodollar Borrowings of one month until it has been so notified; (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 and number of the Borrower's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(bSections 4.02(b)-(d) and Section 4.02(c) will be have been satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing with Revolving Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s 's duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s 's Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To Except with respect to any Roll-Up Borrowing, the borrowing procedure for which is set forth Section 2.23, to request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agentfacsimile, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Date, not later than 12:00 p.m., New York City time, three Business Days before the date of the proposed Borrowing or (1ii) in the case of an ABR Borrowing, not later than 12:00 p.m., New York City time, one Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing; (cb) the date of such Borrowing, which shall be a Business Day; (dc) whether the Class and initial Type of the Loans comprising such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ed) 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”; (fe) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.04; and (gf) in the case of a Amenities CapEx Borrowing, accompanied by a certificate of a Responsible Officer of the Borrower (i) identifying the item(s) on Annex A to Schedule 3.12 that are to be paid with respect the proceeds of such Amenities CapEx Borrowing, (ii) setting forth (x) the aggregate amount of Amenities CapEx Borrowings made at any time prior to each Credit Extension such Amenities CapEx Borrowing and (y) the aggregate amount of Amenities CapEx Borrowings made after giving effect to the Closing Datemaking of such Amenities CapEx Borrowing (which shall in no event exceed $8,929,873.94 as such amount may be adjusted as provided on Schedule 3.12), (iii) certifying that all proceeds of any previously advanced Amenities CapEx Borrowing have been applied consistent with Annex A to Schedule 3.12 and (iv) attaching a schedule setting forth with specificity (x) the conditions proposed application of the proceeds of such Amenities CapEx Borrowing and (y) the actual application of proceeds of previously advanced Amenities CapEx Borrowings to specific expenditures associated therewith to the extent not set forth on a prior such schedule. Administrative Agent will promptly forward a copy of each such certificate to the Lenders. Administrative Agent shall have three (3) Business Days to review each such certificate and the related request for a Amenities CapEx Borrowing. Such Amenities CapEx Borrowing shall be funded not later than the expiration of such three-Business Day period unless, within such three-Business Day period, Administrative Agent notifies the Borrower in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of writing that such Amenities CapEx Borrowing does not comply with the date terms hereof (together with reasonable detail regarding the requested Borrowing is madebasis for such determination). If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an ABR Borrowing. If no Interest Period of one month’s duration. If is specified with respect to any requested Eurodollar Borrowing, then the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by hand delivery, email through a “pdf” copy or facsimile transmission (or transmit by other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent), a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 12:30 p.m., New York City time time, on the third Business Day before the date of the proposed Borrowing (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 12:30 p.m., New York City time, one (1) one Business Day before prior to the date proposed Borrowing (provided that such notice shall be delivered not later than 12:30 p.m., New York City time, one (1) Business Day prior to the Closing Date in the case of the proposed BorrowingCredit Extensions on the Closing Date). Each Borrowing Request shall be irrevocable (provided that a Borrowing Request in respect of the Credit Extensions on the Closing Date, or in connection with any Permitted Acquisition or other transaction permitted under this Agreement, may, subject to Section 2.13, be conditioned on the consummation of the Transactions or such Permitted Acquisition or other transaction, as applicable, to the extent revocation of such notice is received by written notice to the Administrative Agent no later than 12:30 p.m., New York City time on the date of such proposed Borrowing) and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loansapplicable Class thereof; (b) the aggregate amount of such Borrowing; (c) [reserved]; (d) the date of such Borrowing, which shall be a Business Day; (de) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ef) 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”;; and (fg) the location and number of the Borrower’s account to which funds are to be disbursed; and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an ABR Borrowing. If no Interest Period of one month’s duration. If the is specified with respect to any requested Eurodollar Borrowing, then Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the applicable Class of the details thereof and of the pro rata amount and currency of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing Upon any Disbursements being made in respect of one or Term Loan Borrowingmore Letters of Credit (whether such Letters of Credit were issued to support the obligations of the Borrower or any Subsidiary of the Borrower (or any of their respective divisions)), the Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so (unless it shall have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request given notice to the Administrative Agent (a) in to the case of a Revolving Borrowing, not later than 12:00 contrary prior to 3:00 p.m., New York City time (or time, at least three Business Days prior to the date of such later time Disbursement) be deemed to have delivered to the Agent a Borrowing Request pursuant to which the Borrower shall have been deemed to irrevocably request that the Fronting Bank make a LIBO Rate Loan with a three month Interest Period in a principal amount equal to the aggregate amount of the Disbursements made on such Business Day as may date. The Borrower hereby acknowledges and agrees that each Borrowing Request deemed to be reasonably acceptable delivered hereunder, the making of a Loan by the Fronting Bank to reimburse the Administrative Agent), three Fronting Bank for Disbursements made under the Letters of Credit and the acceptance by the Borrower of the proceeds of the Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing (3both immediately before and after giving effect to such Borrowing and the application of the proceeds thereof) Business Days before the statements made in Section 6.2.1 are in each case true and correct. Proceeds of such Loans shall be used to fund the Reimbursement Obligations in respect of Letters of Credit under which one or more Disbursements were made on the date of the proposed Borrowing; provided Loan. In addition, to the extent that a Revolving Borrowing may the amount available under the Loan Commitment is not be requested more than twice per calendar month, or (b) in sufficient to fund the case entire aggregate amount of Term Loan Borrowings to be the Disbursements made on the Closing Datedate the Loans are being made, not later than 12:00 p.m.then the Borrower shall have been deemed to request that Scotiabank, New York City timein its capacity as Swingline Bank under (and as defined in) the U.S. Credit Agreement, make a Swingline Advance (1as such term is defined in the U.S. Credit Agreement) one Business Day before in an amount necessary to fund the remainder of such Disbursements (after giving effect to the Loans being made hereunder). Notwithstanding anything to the contrary contained herein, Scotiabank shall only be required to make such Swingline Advances if the Borrower has satisfied all of the conditions to making Swingline Advances under the U.S. Credit Agreement as in effect on the date of the proposed Borrowingmaking of such Swingline Advances and the Borrower hereby acknowledges and agrees that all the terms and conditions (including as to repayment, accrual of interest and otherwise) contained in the U.S. Credit Agreement shall be applicable to all Swingline Advances made pursuant to this Section. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be 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 Business Day; (d) 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) parties hereto acknowledge and agree that upon the location and number satisfaction of the account to which funds are to be disbursed; and (g) with respect to each Credit Extension made after the Closing Date, that the conditions precedent set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period6.1, the Borrower will Existing Loans shall be deemed to have specified an Interest Period be Loans made by the Fronting Bank on the Effective Date under the terms of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Agreement and shall thereafter accrue interest and fees pursuant to the terms hereof, the Administrative Agent shall advise and each Lender shall participate in such Loans in an amount equal to such Lender's Percentage of the details thereof and outstanding principal amount of the amount of such Lender’s Loan to be made as part of the requested BorrowingExisting Loans.

Borrowing Procedure. To In order to request a Revolving Borrowing (other than a deemed Borrowing pursuant to Section 2.01(a) or Term Loan BorrowingSection 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by notify the Administrative Agent, a duly completed and executed Borrowing Request Agent by telephone (promptly confirmed by electronic communication) or shall hand deliver or send by electronic communication to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Revolving Term SOFR Borrowing or a Term CXXXX Borrowing, not later than 12:00 1:00 p.m., New York City time time, three Business Days (or such later time as the Administrative Agent may reasonably agree), before a proposed Borrowing (or, in the case of a Borrowing on such the Eighth Amendment Effective Date, prior to 1:00 p.m. New York City time on the Business Day immediately preceding the proposed Borrowing (or such later time as may be reasonably acceptable to the Administrative AgentAgent may reasonably agree)), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing or a Daily Simple SOFR Borrowing, not later than 12:00 1:00 p.m., New York City time, on the date of a proposed Borrowing (1or such later time as the Administrative Agent may reasonably agree) and (c) in the case of a Canadian Base Rate Borrowing, not later than 1:00 p.m., New York City time, one Business Day before a proposed Borrowing (or such later time as the date of Administrative Agent may reasonably agree). Subject to the proposed Borrowing. Each second proviso below, each Borrowing Request shall be irrevocable irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information in compliance with Section 2.02: information: (ai) whether the Borrowing then being requested is to be a Term Borrowing or a Revolving Borrowing, and whether such Borrowing is to be a Term SOFR Borrowing, Daily Simple SOFR Borrowing, an ABR Borrowing, a Canadian Base Rate Borrowing or a Term CXXXX Borrowing; provided, however, that, (x) each Term Borrowing shall be either a Term SOFR Borrowing or an ABR Borrowing and (y) Daily Simple SOFR Borrowings may only be requested with respect to Borrowings of Revolving Loans or Term other than Tranche A Revolving Loans; ; (b) the aggregate amount of such Borrowing; (cii) the date of such Borrowing, Borrowing (which shall be a Business Day; ); (d) 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”; (fiii) the number and location and number of the account to which funds are to be disbursed; and (giv) the amount of such Borrowing; (v) for Revolving Loans, the currency of such Borrowing (provided that, each ABR Borrowing shall be denominated in dollars), and (vi) if such Borrowing is to be a Term SOFR Borrowing or a Term CXXXX Borrowing, the initial Interest Period with respect thereto and the Class of Loans to which such initial Interest Period will apply; provided, further, that, a Borrowing Request may state that such Borrowing Request is conditioned upon the consummation of any transaction or other event so specified, in which case such Borrowing Request may be revoked (or the borrowing date extended) by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied, in any case, without premium, penalty or any other cost whatsoever; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each Credit Extension made after requested Borrowing shall comply with the Closing Date, that the conditions requirements set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made2.02. If no election as to the Type of Borrowing is specifiedspecified in any such notice, then the requested Borrowing shall be a Eurodollar an ABR Borrowing. If no currency is specified with respect to the requested Borrowing, then the Borrower shall be deemed to have selected dollars. If no Interest Period with respect to any Term SOFR Borrowing with or Term CXXXX Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. If The Administrative Agent shall promptly advise the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period applicable Lenders of one month’s duration. Promptly following receipt of a Borrowing Request any notice given in accordance with this Section 2.032.03 (and the contents thereof), the Administrative Agent shall advise each Lender of the details thereof and of the amount of such each Lender’s Loan to be made as part portion of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Designated Company or the Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) hand 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) in the case of a Revolving Borrowing, not later than 12:00 p.m.10:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)London time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Date, not later than 12:00 p.m., New York City time, (1) one Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable (provided that if such Borrowing Request indicates that it is conditioned upon the effectiveness of other credit facilities or any other financing, sale or other transaction, such Borrowing Request may be revoked if such credit facilities, other financing, sale or other transaction is not consummated) and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing, together with a schedule attached to such Borrowing Request, which schedule shall specify the amount required to be funded by each Lender based on its pro rata share of the Commitments (and which amount shall not exceed such Lender's Commitment), which amount shall give effect to any net funding in respect thereof in accordance with the terms of the applicable Fee Letters, and which schedule shall clearly indicate each Lender that is net funding (for the avoidance of doubt, only arranger fees may be net funded);; (cb) the date of such Borrowing, which (i) in the case of Initial Term Loans, shall be a Business DayDay occurring on or prior to the Agreement Termination Date and shall be the date that the Term Loans are to be funded into the Escrow Account pursuant to Section 2.18 and (ii) in the case of Rollover A-2 Term Loans, shall be the Rollover Effective Date; (c) (i) in the case of Initial Term Loans, an Interest Period of one month or (ii) in the case of Rollover Term Loans, an Interest Period of three months; (d) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ei) in the case of a Eurodollar BorrowingInitial Term Loans, 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 and number of the account account) to which funds are to be disbursed, which shall be the Escrow Account; and and (ii) in the case of the Rollover A-2 Term Loans, a request from the Designated Company that the Administrative Agent apply the proceeds of the Rollover A-2 Term Loans to repay the Initial A-2 Term Loans of the Initial A-2 Term Lenders on a ratable basis; and (ge) with respect to each Credit Extension made after the Closing Date, (i) that the conditions set forth in Section 4.02(b4.04(b) and Section 4.02(cthrough (d) will be have been satisfied or waived as of the date of the requested Borrowing notice, and(ii) in the case of the Initial Term Loans only, that the Closing Date and the Aleris Acquisition Closing Date is made. If no election as expected to occur within three Business Days after the Type date designated pursuant to clause (b) above, and(iii) in the case of Borrowing is specifiedthe Initial Term Loans only, then that the requested Borrowing conditions referred to in Section 4.03 shall be a Eurodollar Borrowing with an Interest Period of one month’s duration. If satisfied on the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, Closing Date and (iv) in the Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender case of the details thereof and of Rollover A-2 Term Loans only, that the amount of such Lender’s Loan to conditions precedent in Section 4.05 shall be made as part of satisfied on the requested BorrowingRollover Effective Date.